- --------------------------------------------------------------------------------
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 (Date of earliest event reported) March 24, 1998
SOUTHERN PACIFIC SECURED ASSETS CORP. (as seller under a Pooling and Servicing
Agreement dated as of March 1, 1998 providing for, inter alia, the issuance of
Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1998-1)
SOUTHERN PACIFIC SECURED ASSETS CORP.
(Exact name of registrant as specified in its charter)
California 333-39039 33-0659688
- ---------------------------- ----------- ----------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4949 Meadows Road
Suite 600
LAKE OSWEGO, OREGON 97035
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (503) 684-4700
- --------------------------------------------------------------------------------
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
23.3. Consent of Coopers & Lybrand L.L.P., independent
accountants of MBIA Insurance Corporation and Subsidiaries with respect to
Southern Pacific Secured Assets Corp. Mortgage Loan Asset-Backed Pass-Through
Certificates, Series 1998-1, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7 and Class A-8 Certificates.
<PAGE>
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 thereunto duly authorized.
SOUTHERN PACIFIC SECURED ASSETS
CORP.
By: /s/ James L. Smith
--------------------------
Name: James L. Smith
Title: Director
Dated: March 24, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
23.3 Consent of Coopers & Lybrand L.L.P.
EXHIBIT 23.3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus
Supplement of Southern Pacific Secured Assets Corp. Mortgage Loan Asset-Backed
Pass-Through Certificates, Series 1998-1, of our report dated February 3, 1997,
on our audits of the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996. We also consent to the
reference to our firm under the caption "Experts" in such Prospectus Supplement.
/s/ Coopers & Lybrand L.L.P.
New York, New York
March 24, 1998
