SOUTHERN PACIFIC SECURED ASSETS CORP
8-K, 1997-03-10
ASSET-BACKED SECURITIES
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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 Exchange Act of 1934


Date of Report:  March 7, 1997
(Date of earliest event reported)



                      Southern Pacific Secured Assets Corp.
             (Exact name of registrant as specified in its charter)


California                             333-15473                    33-0659688
- ----------                             ---------                    ----------
(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
            ------------------------------------------------------        -----
                       (Address of Principal Executive Office)        (Zip Code)


        Registrant's telephone number, including area code:(503) 684-4700
                                                           --------------








<PAGE>


                                       -2-

Item 5.           OTHER EVENTS.

                  On March 7, 1997, the Registrant will cause the issuance and
         sale of approximately $325,000,000 initial principal amount of Mortgage
         Loan Asset-Backed Pass-Through Certificates, Series 1997-1, Class A-1,
         Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
         II S, Class R-I and Class R-II (collectively, the "Certificates")
         pursuant to a Pooling and Servicing Agreement to be dated as of
         February 1, 1997, among the Registrant, Advanta Mortgage Corp. USA, as
         master servicer, and Norwest Bank Minnesota, N.A., as trustee.

                  In connection with the sale of the Series 1997-1, 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,
         Greenwich Capital Markets, Inc. and Lehman Brothers 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.
         333-15473, 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 characteristics
         and performance of the Mortgage Loans will affect the actual yield,


<PAGE>


                                      -3-

         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
- -----------             -----------                   -----------

               1             99                       Computational Materials








<PAGE>


                                       -4-

         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/ Barney Guy
                                      -----------------------
                                   Name:       Barney Guy
                                   Title:




Dated: March 7, 1997



<PAGE>



                                  EXHIBIT INDEX


                   Item 601 (a) of        Sequentially
     Exhibit       Regulation S-K         Numbered
     Number        Exhibit No.            Description                     Page
     ------        -----------            -----------                     ----

     1                  99                Computational Materials          -P-






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