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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 (Date of earliest event reported) March 23, 1998
SOUTHERN PACIFIC SECURED ASSETS CORP. (as seller under the 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.
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(Exact name of registrant as specified in its charter)
California 333-39039 33-0659688
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
4949 Meadows Road, Suite 600
LAKE OSWEGO, OREGON 97035
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (503) 684-4700
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Item 5. OTHER EVENTS.
On or about March 30, 1998, the Registrant will cause the
issuance and sale of approximately $555,000,000 initial principal
amount of 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, Class A-8, Class R-I and Class R-II (collectively, the
"Certificates") pursuant to a Pooling and Servicing Agreement to be
dated as of March 1, 1998, 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 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 (collectively, the "Underwritten Certificates"),
the Registrant has been advised by Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation and Lehman Brothers
Inc. (together, the "Underwriters") that the Underwriters have
furnished to prospective investors certain yield tables and other
computational materials, collateral term sheets and structural term
sheets (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 characteristics
and performance of the Mortgage Loans will affect the actual yield,
average
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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
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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
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Name: James L. Smith
Title: Director
Dated: March 23, 1998
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EXHIBIT INDEX
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Exhibit No. Description Page
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1 Computational Materials P*
*The Computational Materials have been filed in paper format pursuant to the
automatic SEC exemption pursuant to Release 33-7427, August 7, 1997.
