ITEM 1. BUSINESS.
Not Applicable.
ITEM 2.
ITEM 2. PROPERTIES.
Not Applicable.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
Nothing to report.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of Certificateholders during the fiscal year covered by this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Market Information. The TVA Series 1998-1 Certificates are listed on the New York Stock Exchange.
(b) Holders. The number of holders of record of the Certificates on December 31, 2002 was as follows:
TVA Series 1998-1 Certificates: 30
(c) Dividends. Not Applicable.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Not Applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not Applicable.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Nothing to report with regard to this Item.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
Not Applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Not Applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security ownership of certain beneficial owners.
As of December 31, 2002, Cede & Co., the nominee of The Depository Trust Company ("DTC") was the registered holder of all of the TVA Series 1998-1 Certificates. As of such date, the following were the direct participants in DTC's system which are the holders of record of more than 5% of either series of Certificates:
(b) Security ownership of management. Not Applicable.
(c) Changes in control. Not Applicable.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with management and others. Not Applicable.
(b) Certain business relationships. Not Applicable.
(c) Indebtedness of management. Not Applicable.
(d) Transactions with promoters. Not Applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following is a list of documents filed as part of this Report:
- Annual Compliance Certificate
- Report to TVA Series 1998-1 Certificateholders as to distributions made on June 15, 2002.
- Report to TVA Series 1998-1 Certificateholders as to distributions made on December 15, 2002.
(b) The following is a list of Reports on Form 8-K that were filed on behalf of the Trust during the period beginning January 1, 2002, and ending December 31, 2002:
- Report on Form 8-K dated June 26, 2002.
- Report on Form 8-K dated December 30, 2002.
(c) The following exhibits are required to be filed by Registrant pursuant to Item 601 of Regulation S-K:
Exhibit No./Description
99.1 Annual Compliance Certificate
99.2 Report to TVA Series 1998-1 Certificateholders as to distributions made on June 15, 2002 (hereby incorporated by reference as exhibit 99.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission)
99.3 Report to TVA Series 1998-1 Certificateholders as to distributions made on December 15, 2002 (hereby incorporated by reference as exhibit 99.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission)
(d) Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
TVA SECURITY-BACKED TRUST, SERIES 1998-1
By: SOUTHPOINT STRUCTURED ASSETS, INC.
By: /s/ C. David Ramsey ------------------------------------- C. David Ramsey President
Date: March 25, 2003