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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, 1999
Commission file number 1-12489
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 Section 12(b) of the Act:
Name of each exchange
Title of each series and class on which registered
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TVA Security-Backed Certificates, Series 1998-1 New York Stock Exchange, Inc.
due 12/15/17
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 [ ]
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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
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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, 1999: Not Applicable.
Number of shares of common stock outstanding as of December 31, 1999: 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 TVA Security-Backed Trust, Series 1998-1
(the "TVA Series 1998-1 Trust" or the "Trust") 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 TVA Series 1998-1 Certificateholders as to distributions made on
June 15, 1999 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, 1999 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 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, 1999 was as follows:
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TVA Series 1998-1 Certificates: 21
(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.
As of December 31, 1999, Cede & Co., the nominee of The Depository Trust
Company ("DTC") was the registered holder of all of 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>
<S> <C> <C> <C>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF SERIES BENEFICIAL OWNERS OWNERSHIP SERIES
TVA J.J.B. Hilliard, W.L. Lyons, Inc. $900,000 18.00%
Series 1998-1 c/o ADP Proxy Services
TVA BNY Clearing Services LLC $570,000 11.40%
Series 1998-1 111 E. Kilbourn Ave
Milwaukee, WI 53202
TVA Dain Rauscher Incorporated $549,000 10.98%
Series 1998-1 312 South 3rd Street
Minneapolis, MN 55415-1099
TVA Bank One Trust Company, N.A. $500,000 10.00%
Series 1998-1 1900 Polaris Parkway
Columbus, OH 43240
TVA Janney Montgomery Scott Inc. $495,000 9.90%
Series 1998-1 c/o ADP Proxy Services
TVA Donaldson, Lufkin and Jenrette $455,000 9.10%
Series 1998-1 Securities Corporation
1 Pershing Plaza
Jersey City, NJ
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>
(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.
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(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 8-K.
(a) The following is a list of documents filed as part of this Report:
- Annual Compliance Certificate
- Report to TVA Series 1998-1 Certificateholders as to distributions
made on June 15, 1999.
- Report to TVA Series 1998-1 Certificateholders as to distributions
made on December 15, 1999.
(b) The following is a list of Reports on Form 8-K that were filed on
behalf of the Trust during the period beginning January 1, 1999 and ending
December 31, 1999:
- Report on Form 8-K dated June 25, 1999
- Report on Form 8-K dated December 22, 1999
(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 TVA Series 1998-1 Certificateholders as to
distributions made on June 15, 1999* (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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* Incorporated by reference.
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99.3 Report to TVA Series 1998-1 Certificateholders as to
distributions made on December 15, 1999* (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.
TVA Security-Backed Trust,
Series 1998-1
By: Southpoint Structured Assets, Inc.
By: /s/ C. David Ramsey
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C. David Ramsey
President
Date: February 10, 2000
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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 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 January 1, 1999 through December
31, 1999, and the performance of the Depositor under the TVA Series 1998-1 Trust
Agreement has been made under my supervision; and
(b) To the best of my knowledge, based on such review, the Depositor has
fulfilled all of its obligations and covenants under the TVA Series 1998-1 Trust
Agreement throughout such period.
Dated: February 10, 2000
Sincerely,
By: /s/ C. David Ramsey
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C. David Ramsey, President
