<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
Commission file number 1-12489
TREASURY SECURITY-BACKED TRUST,
SERIES 1996-1, CLASS A
TREASURY SECURITY-BACKED TRUST,
SERIES 1996-1, CLASS B
FHLB SECURITY-BACKED TRUST,
SERIES 1997-1
TREASURY SECURITY-BACKED TRUST,
SERIES 1997-1
(Southpoint Structured Assets, Inc. -- Depositor)
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 51-6503749
----------------------------------------------------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) (Identification Number)
50 North Front Street
Memphis, Tennessee 38103
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 524-4100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each series and class on which registered
------------------------------ -------------------
Treasury Security-Backed Certificates,
Series 1996-1,
Class A Certificates due 8/15/02 New York Stock Exchange, Inc.
Treasury Security-Backed Certificates,
Series 1996-1,
Class B Certificates due 5/15/06 New York Stock Exchange, Inc.
FHLB Security-Backed Certificates, New York Stock Exchange, Inc.
Series 1997-1 due 4/25/07
<PAGE>
Treasury Security-Backed Certificates, New York Stock Exchange, Inc.
Series 1997-1 due 2/15/03
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [_]
-------------------------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X].
Aggregate market value of voting stock held by non-affiliates of the Registrant
as of December 31, 1997: Not Applicable.
Number of shares of common stock outstanding as of December 31, 1997: Not
Applicable.
-2-
<PAGE>
This Annual Report on Form 10-K is filed by Southpoint Structured Assets,
Inc. (the "Depositor") on behalf of the Treasury Security-Backed Trust, Series
1996-1, Class A (the "Treasury Series 1996-1, Class A Trust"), the Treasury
Security-Backed Trust, Series 1996-1, Class B (the "Treasury Series 1996-1,
Class B Trust"; collectively with the Treasury Series 1996-1, Class A Trust, the
"Treasury Series 1996-1 Trusts"), the FHLB Security-Backed Trust, Series 1997-1
(the "FHLB Series 1997-1 Trust") and the Treasury Security-Backed Trust, Series
1997-1 (the "Treasury Series 1997-1 Trust"; collectively with the Treasury
Series 1996-1 Trusts and the FHLB Series 1997-1 Trust, the "Trusts") pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part IV incorporated herein by reference are as follows:
Report to Treasury Series 1996-1 Class A Certificateholders as to
distributions made on February 15, 1997 hereby incorporated herein by reference
as exhibits to Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission.
Report to Treasury Series 1996-1 Class B Certificateholders as to
distributions made on May 15, 1997 hereby incorporated herein by reference as
exhibits to Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission.
Report to Treasury Series 1996-1 Class A Certificateholders as to
distributions made on August 15, 1997 hereby incorporated herein by reference
as exhibits to Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission.
Report to FHLB Series 1997-1 Certificateholders as to distributions made on
October 25, 1997 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and Exchange
Commission.
PART I
ITEM 1. BUSINESS.
Not Applicable.
ITEM 2. PROPERTIES.
Not Applicable.
ITEM 3. LEGAL PROCEEDINGS.
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of Certificateholders during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Market Information. The Treasury Series 1996-1 Class A Certificates
and the Treasury Series 1996-1 Class B Certificates are no longer outstanding
and are no longer listed on the New York Stock Exchange. The FHLB Series 1997-1
Certificates and the Treasury Series 1997-1 Certificates are listed on the New
York Stock Exchange.
(b) Holders. The number of holders of record of the Certificates on
December 31, 1997 was as follows:
-3-
<PAGE>
Treasury Series 1996-1 Class A Certificates: 0
Treasury Series 1996-1 Class B Certificates: 0
FHLB Series 1997-1 Certificates: 11
Treasury Series 1997-1 Certificates: 7
(c) Dividends. Not Applicable.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not Applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Nothing to report with regard to this Item.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
Not Applicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security ownership of certain beneficial owners.
No information is being provided with respect to the Treasury Series
1996-1 Certificates since on September 5, 1997, the Treasury Series 1996-1
Class A Certificates and the Treasury Series 1996-1 Class B Certificates were
redeemed in whole.
-4-
<PAGE>
As of December 31, 1997, Cede & Co., the nominee of The Depository Trust
Company ("DTC") was the registered holder of all of the FHLB Series 1997-1
Certificates and the Treasury Series 1997-1 Certificates. As of such date, the
following were the direct participants in DTC's system which are the holders of
record of more than 5% of either series of Certificates.
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF SERIES BENEFICIAL OWNERS OWNERSHIP SERIES
FHLB Dain Rauscher Incorporated $4,412,000 63.03%
Series 1997-1 312 South 3rd Street
Minneapolis, MN 55415-1099
FHLB Morgan Keegan & Company, Inc. $2,027,000 28.96%
Series 1997-1 50 North Front Street
Memphis, TN 38103
Treasury The Bank of New York $ 850,000 8.5%
Series 1997-1 925 Patterson Plank Road
Secaucus, NJ 07094
Treasury Chase Manhattan Bank $ 550,000 5.5%
Series 1997-1 4 New York Plaza, 13th Floor
New York, NY 10004
Treasury Dain Rauscher Incorporated $1,949,000 19.49%
Series 1997-1 312 South 3rd Street
Minneapolis, MN 55415-1099
Treasury Morgan Keegan & Company, Inc. $6,405,000 64.05%
Series 1997-1 50 North Front Street
Memphis, TN 38103
(b) Security ownership of management. Not Applicable.
(c) Changes in control. Not Applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with management and others. Not Applicable.
(b) Certain business relationships. Not Applicable.
-5-
<PAGE>
(c) Indebtedness of management. Not Applicable.
(d) Transactions with promoters. Not Applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following is a list of documents filed as part of this Report:
- Annual Compliance Certificate
- Report to the Treasury Series 1996-1, Class A
Certificateholders as to distributions made on February 15, 1997.
- Report to the Treasury Series 1996-1, Class B
Certificateholders as to distributions made on May 15, 1997.
- Report to the Treasury Series 1996-1, Class A
Certificateholders as to distributions made on August 15, 1997.
- Report to the FHLB Series 1997-1 Certificateholders as
to distributions made on October 25, 1997.
(b) The following is a list of Reports on Form 8-K that were filed on
behalf of the Trusts during the period beginning January 1, 1997 and ending
December 31, 1997:
- Report on Form 8-K dated February 27, 1997
- Report on Form 8-K dated May 30, 1997
- Report on Form 8-K dated June 9, 1997
- Report on Form 8-K dated August 26, 1997
- Report on Form 8-K dated September 12, 1997
- Report on Form 8-K dated December 16, 1997
(c) The following exhibits are required to be filed by Registrant
pursuant to Item 601 of Regulation S-K:
Exhibit No./Description
99.1 Annual Compliance Certificate
99.2 Report to the Treasury Series 1996-1, Class A Certificateholders
as to distributions made on February 15, 1997/*/ (hereby incorporated
by reference as exhibit 99.1 to Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission)
99.3 Report to the Treasury Series 1996-1, Class B Certificateholders
as to distributions made on May 15, 1997/*/ (hereby incorporated by
reference as exhibit 99.1 to Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission)
- -------------------------------
/*/ Incorporated by reference.
-6-
<PAGE>
99.4 Report to the Treasury Series 1996-1, Class A Certificateholders
as to distributions made on August 15, 1997/*/ (hereby incorporated
by reference as exhibit 99.1 to Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission)
99.5 Report to the FHLB Series 1997-1 Certificateholders as to
distributions made on October 25, 1997/*/ (hereby incorporated by
reference as exhibit 99.1 to Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission)
(d) Not Applicable.
- -------------------------------
/*/ Incorporated by reference.
-7-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TREASURY SECURITY-BACKED TRUST,
SERIES 1996-1, CLASS A
TREASURY SECURITY-BACKED TRUST,
SERIES 1996-1, CLASS B
FHLB SECURITY-BACKED TRUST,
SERIES 1997-1
TREASURY SECURITY-BACKED TRUST,
SERIES 1997-1
By: SOUTHPOINT STRUCTURED ASSETS, INC.
By: /s/ C. David Ramsey
-------------------------------
C. David Ramsey
President
Date: March 31, 1998
-8-
<PAGE>
Exhibit 99.1
ANNUAL COMPLIANCE CERTIFICATE
Bank One, West Virginia, N.A., as Trustee
707 Virginia Street East, 2nd Floor
Charleston, West Virginia 25301
Attention: Corporate Trust Department
I, C. David Ramsey, President of Southpoint Structured Assets Inc. (the
"Depositor"), hereby certify as follows:
(a) The review of the activities of the Depositor under the Standard
Terms for Trust Agreements, dated as of November 1, 1996, as amended by the
Series Supplement, dated as of November 27, 1996 (collectively, the "Treasury
Series 1996-1 Trust Agreement"), by and between the Depositor and Bank One, West
Virginia, N.A., as trustee, for the period from January 1, 1997 through
December 31, 1997, and the performance of the Depositor under the Treasury
Series 1996-1 Trust Agreement has been made under my supervision; and
(b) The review of the activities of the Depositor under the Standard
Terms for Trust Agreements, dated as of November 1, 1996, as amended by the
Series Supplement, dated as of May 28, 1997 (collectively, the "FHLB Series
1997-1 Trust Agreement"), by and between the Depositor and Bank One, West
Virginia, N.A., as trustee, for the period from May 28, 1997 through
December 31, 1997, and the performance of the Depositor under the FHLB Series
1997-1 Trust Agreement has been made under my supervision; and
(c) The review of the activities of the Depositor under the Standard
Terms for Trust Agreements, dated as of November 1, 1996, as amended by the
Series Supplement, dated as of August 29, 1997 (collectively, the "Treasury
Series 1997-1 Trust Agreement"), by and between the Depositor and Bank One, West
Virginia, N.A., as trustee, for the period from August 29, 1997 through
December 31, 1997, and the performance of the Depositor under the Treasury
Series 1997-1 Trust Agreement has been made under my supervision; and
<PAGE>
(d) To the best of my knowledge, based on such review, the Depositor has
fulfilled all of its obligations and covenants under each of the Treasury Series
1996-1 Trust Agreement, the FHLB Series 1997-1 Trust Agreement and the Treasury
Series 1997-1 Trust Agreement throughout such periods.
Dated: March 31, 1998
Sincerely,
By: /s/ C. David Ramsey,
--------------------------------
C. David Ramsey President
-2-
