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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
December 23, 1996
Structured Asset Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-99598 74-2440850
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
200 Vesey Street 10285
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New York, New York (Zip Code)
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(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (212) 526-5594
No Change
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events./F1/
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Attached as Exhibit 23 to this Current Report is the consent of Coopers
& Lybrand LLP to the use of such firm's name under the caption "Experts", and
the incorporation by reference of such firm's report dated January 17, 1996
on its audits of the consolidated financial statements of Financial Security
Assurance Inc. and Subsidiaries, in the Prospectus (as defined herein)
relating to Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-5, Class A1, Class A2, Class R1 and Class R2
Certificates (the "Offered Certificates"). The Offered Certificates are
offered pursuant to a prospectus supplement, dated December 23, 1996 (the
"Prospectus Supplement"), and a prospectus, dated May 21, 1996 (together with
the Prospectus Supplement, the "Prospectus"), which are being filed with the
Commission on the date hereof pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Act"). The Certificates are registered
pursuant to the Act under a Registration Statement on Form S-3 (No. 33-99598)
(the "Registration Statement").
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1 Capitalized terms used but not otherwise defined herein shall have
the same meaning ascribed to them in the Prospectus.
Item 7. Financial Statements; Pro Forma Financial Information and
Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23. Consent of Experts and Counsel
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Prue Larocca
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Name: Prue Larocca
Title: Senior Vice President
Dated: December 23, 1996
EXHIBIT INDEX
Exhibit No. Description Page No.
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23 Consent of Experts and Counsel
EXHIBIT 23 CONSENT OF EXPERTS AND COUNSEL
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement
dated December 23, 1996 (to Prospectus dated May 21, 1996) of Structured
Asset Securities Corporation relating to Mortgage Pass-Through Certificates,
Series 1996-5 of our report dated January 17, 1996 on our audits of the
consolidated financial statements of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1995 and 1994 and for each of the three years
in the period ended December 31, 1995. We also consent to the reference to
our Firm under the caption "Experts".
/s/ COOPERS & LYBRAND LLP
COOPERS & LYBRAND LLP
New York, New York
December 23, 1996
