SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 21, 1997
(Date of earliest event reported)
Southern Pacific Secured Assets Corp.
(Exact name of registrant as specified in its charter)
California 333-39039 33-0659688
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
One Centerpointe Drive, Suite 500, Lake Oswego, Oregon 97035
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code:(503) 684-4700
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Item 5. OTHER EVENTS.
On or about December 9, 1997, the Registrant will cause the
issuance and sale of approximately $450,000,000 initial principal
amount of Mortgage Loan Asset-Backed Pass-Through Certificates, Series
1997-4, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class R-I and Class R-II (collectively, the
"Certificates") pursuant to a Pooling and Servicing Agreement to be
dated as of December 1, 1997, among the Registrant, Southern Pacific
Funding Corporation, as master servicer, and Norwest Bank Minnesota,
N.A., as trustee.
In connection with the sale of the Series 1997-4, Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7
Certificates (collectively, the "Underwritten Certificates"), the
Registrant has been advised by Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation and Greenwich
Capital Markets Inc. (together the "Underwriters"), that the
Underwriters have furnished to prospective investors certain yield
tables and other computational materials (the "Computational
Materials") with respect to the Underwritten Certificates following the
effective date of Registration Statement No. 333-39039, which
Computational Materials are being filed as exhibits to this report.
The Computational Materials have been provided by the
Underwriters. The information in the Computational Materials is
preliminary and may be superseded by the Prospectus Supplement relating
to the Certificates and by any other information subsequently filed
with the Securities and Exchange Commission.
The Computational Materials were prepared by the Underwriters
at the request of certain prospective investors, based on assumptions
provided by, and satisfying the special requirements of, such
prospective investors. The Computational Materials may be based on
assumptions that differ from the assumptions set forth in the
Prospectus Supplement. The Computational Materials may not include, and
do not purport to include, information based on assumptions
representing a complete set of possible scenarios. Accordingly, the
Computational Materials may not be relevant to or appropriate for
investors other than those specifically requesting them.
In addition, the actual characteristics and performance of the
mortgage loans underlying the Underwritten Certificates (the "Mortgage
Loans") may differ from the assumptions used in the Computational
Materials, which are hypothetical in nature and which were provided to
certain investors only to give a general sense of how the yield,
average life, duration, expected maturity, interest rate sensitivity
and cash flow characteristics of a particular class of Underwritten
Certificates might vary under varying prepayment and other scenarios.
Any difference between such assumptions and the actual
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characteristics and performance of the Mortgage Loans will affect the
actual yield, average life, duration, expected maturity, interest rate
sensitivity and cash flow characteristics of the Underwritten
Certificates.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS
ITEM 601(A) OF
REGULATION S-K
EXHIBIT NO. EXHIBIT NO. DESCRIPTION
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1 99 Computational Materials--
Computational Materials (as
defined in Item 5) that have
been provided by the
Underwriters to certain
prospective purchasers of The
Southern Pacific Mortgage-Loan
Asset-Backed Pass-Through
Certificates, Series 1997-4
(filed in paper pursuant to the
automatic SEC exemption
pursuant to Release 33-7427,
August 7, 1997)
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.
SOUTHERN PACIFIC SECURED ASSETS
CORP.
By: /s/ James L. Smith
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Name: James L. Smith
Title: Director
Dated: December 5, 1997
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EXHIBIT INDEX
Item 601 (a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description Page
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1 99 Computational Materials 6
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EXHIBIT 99
