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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, 1998
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
TVA Security-Backed Trust,
Series 1998-1
(Southpoint Structured Assets, Inc. -- Depositor)
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(Exact name of Registrant as specified in its Charter)
Delaware 51-6503749
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) (Identification Number)
50 North Front Street
Memphis, Tennessee 38103
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(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 524-4100
Securities registered pursuant to Section12(b) of the Act:
Name of each exchange
Title of each series and class on which registered
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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,
Series 1997-1 due 4/25/07 New York Stock Exchange, Inc.
Treasury Security-Backed Certificates,
Series 1997-1 due 2/15/03 New York Stock Exchange, Inc.
TVA Security-Backed Certificates,
Series 1998-1 due 12/15/17 New York Stock Exchange, Inc.
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 only 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, 1998: Not Applicable.
Number of shares of common stock outstanding as of December 31, 1998: Not
Applicable.
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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"), and the TVA Security-Backed Trust,
Series 1998-1 (the "TVA Series 1998-1 Trust"; collectively with the Treasury
Series 1996-1 Trusts, Treasury Series 1997-1 Trust 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 1997-1 Certificateholders as to distributions
made on February 15, 1998 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 1997-1 Certificateholders as to distributions
made on August 15, 1998 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
April 25, 1998 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, 1998 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 TVA Series 1998-1 Certificateholders as to distributions made on
June 15, 1998 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 TVA Series 1998-1 Certificateholders as to distributions made on
December 15, 1998 hereby incorporated herein by reference as exhibits to
Registrant's Current Report on Form 8-K filed with the Securities and Exchange
Commission.
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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, the Treasury Series 1996-1 Class B Certificates, and the Treasury
Series 1997-1 Certificates are no longer outstanding and are no longer listed on
the New York Stock Exchange. The FHLB Series 1997-1 Certificates and the TVA
Series 1998-1 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:
Treasury Series 1996-1 Class A Certificates: 0
Treasury Series 1996-1 Class B Certificates: 0
Treasury Series 1997-1 Certificates: 0
FHLB Series 1997-1 Certificates: 12
TVA Series 1998-1 Certificates: 17
(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.
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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 because 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. No information is being provided with respect to the Treasury
Series 1997-1 Certificates because on November 20, 1998, the Treasury Series
1997-1 Certificates were redeemed in whole.
As of December 31, 1998, 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 TVA Series 1998-1 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:
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<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address of Beneficial Percent of
Title of Series Beneficial Owners Ownership Series
<S> <C> <C> <C>
FHLB Dain Rauscher Incorporated $4,371,000 62.44%
Series 1997-1 312 South 3rd Street
Minneapolis, MN 55415-1099
FHLB Morgan Keegan & Company, Inc. $1,947,000 27.81%
Series 1997-1 50 North Front Street
Memphis, TN 38103
TVA J.J.B. Hilliard, W.L. Lyons, Inc. $ 900,000 18.00%
Series 1998-1 c/o ADP Proxy Services
TVA Dain Rauscher Incorporated $ 787,000 15.74%
Series 1998-1 312 South 3rd Street
Minneapolis, MN 55415-1099
TVA Bank One Trust $ 600,000 12.00%
Series 1998-1 235 W. Schrock Road
Westerville, OH 43081
TVA Donaldson, Lufkin and Jenrette $ 536,000 10.72%
Series 1998-1 Securities Corporation
1 Pershing Plaza
Jersey City, NJ
TVA BNY Clearing Services LLC $ 530,000 10.60%
Series 1998-1 111 E. Kilbourn Ave
Milwaukee, WI 53202
TVA Janney Montgomery Scott Inc. $ 500,000 10.00%
Series 1998-1 c/o ADP Proxy Services
TVA National Financial Services Corp. $ 365,000 7.30%
Series 1998-1 200 Liberty Street
New York, NY 10281
TVA Charles Schwab & Co., Inc. $ 300,000 6.00%
Series 1998-1 c/o ADP Proxy Services
</TABLE>
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(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.
(c) Indebtedness of management. Not Applicable.
(d) Transactions with promoters. Not Applicable.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8AK.
(a) The following is a list of documents filed as part of this Report:
- Annual Compliance Certificate
- Report to Treasury Series 1997-1 Certificateholders as to
distributions made on February 15, 1998.
- Report to Treasury Series 1997-1 Certificateholders as to
distributions made on August 15, 1998.
- Report to FHLB Series 1997-1 Certificateholders as to
distributions made on April 25, 1998.
- Report to FHLB Series 1997-1 Certificateholders as to
distributions made on Octobery 25, 1998.
- Report to TVA Series 1998-1 Certificateholders as to
distributions made on June 15, 1998.
- Report to TVA Series 1998-1 Certificateholders as to
distributions made on December 15, 1998.
(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, 1998 and
ending December 31, 1998:
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- Report on Form 8-K dated March 25, 1998
- Report on Form 8-K dated May 4, 1998
- Report on Form 8-K dated June 30, 1998
- Report on Form 8-K dated August 27, 1998
- Report on Form 8-K dated November 6, 1998
- Report on Form 8-K dated December 29, 1998
(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 Treasury Series 1997-1 Certificateholders as to
distributions made on February 15, 1998* (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 Treasury Series 1997-1 Certificateholders as to
distributions made on August 15, 1998* (hereby incorporated by
reference as exhibit 99.1 to Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission)
99.4 Report to FHLB Series 1997-1 Certificateholders as to
distributions made on April 25, 1998* (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 FHLB Series 1997-1 Certificateholders as to
distributions made on October 25, 1998* (hereby incorporated by
reference as exhibit 99.1 to Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission)
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99.6 Report to TVA Series 1998-1 Certificateholders as to
distributions made on June 15, 1998* (hereby incorporated by
reference as exhibit 99.1 to Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission)
99.7 Report to TVA Series 1998-1 Certificateholders as to
distributions made on December 15, 1998* (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.
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* Incorporated by reference
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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
TVA Security-Backed Trust,
Series 1998-1
By: Southpoint Structured Assets, Inc.
By: /s/ C. David Ramsey
----------------------
C. David Ramsey
President
Date: February 17, 1999
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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, 1998 through
December 31, 1998, 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 January 1, 1998 through December 31, 1998,
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 January 1, 1998 through December
31, 1998, and the performance of the Depositor under the Treasury Series 1997-1
Trust Agreement has been made under my supervision;
(d) 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 March 19, 1998 (collectively, the "TVA Series 1998-1
Trust Agreement"), by and between the Depositor and Bank One, West Virginia,
N.A., as trustee, for the period from March 19, 1998 through December 31, 1998,
and the performance of the Depositor under the TVA Series 1998-1 Trust Agreement
has been made under my supervision; and
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(e) 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, the Treasury
Series 1997-1 Trust Agreement, and the TVA Series 1998-1 Trust Agreement
throughout such periods.
Dated: February 17, 1999
Sincerely,
By: /s/ C. David Ramsey
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C. David Ramsey, President
