SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STRUCTURED OBLIGATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-374117
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(State of incorporation or organization) (IRS Employer Identification No.)
270 Park Ave.
New York, New York 10017
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A. (c), please check the following box. [x]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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31,980 Select Notes Trust
Long Term Certificates Series 2004-1 with a
principal amount of $31,980,000
(the "Certificates") American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Certificates to be registered hereunder is
set forth under the captions entitled: "Summary"; "Risk Factors";
"Description of the Certificates"; "Certain ERISA Considerations"; and
"Certain Federal Income Tax Considerations" in Registrant's Prospectus
Supplement related to the Select Notes Trust, Long Term Certificates Series
2004-1, which Prospectus Supplement is hereby deemed to be incorporated by
reference into this Form 8-A, a copy of which Prospectus Supplement is to be
filed pursuant to Rule 424(b) under the Securities Act as of the date such
Prospectus Supplement is to be filed, and "Risk Factors" and "Description of
the Certificates" in Registrant's Prospectus, dated November 17, 2003, which
description is incorporated herein by reference.
Item 2. Exhibits.
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1. Certificate of Incorporation of Structured Obligations
Corporation is set forth as Exhibit 3.1 to Registration Statement No.
333-67188 on Form S-3 (the "Registration Statement") and is incorporated
herein by reference.
2. By-laws, as amended, of Structured Obligations
Corporation are set forth as Exhibit 3.2 to the Registration Statement and
are incorporated herein by reference.
3. Form of Corporate Trust Agreement is set forth as
Exhibit 4.1 to the Registration Statement and is incorporated herein by
reference.
4. Form of the Prospectus is attached to the Registration
Statement and is incorporated herein by reference.
5. Preliminary Prospectus Supplement dated June 4, 2004
related to the Select Notes Trust, Long Term Certificates Series 2004-1,
which was filed with the Securities and Exchange Commission on or about June
8, 2004, pursuant to Rule 424(b) under the Securities Act of 1933, and is
incorporated herein by reference.
6. Preliminary Prospectus Supplement dated June 15, 2004
related to the Select Notes Trust, Long Term Certificates Series 2004-1,
which was filed with the Securities and Exchange Commission on or about June
17, 2004, pursuant to Rule 424(b) under the Securities Act of 1933, and is
incorporated herein by reference.
7. Prospectus Supplement dated June 16, 2004 related to
the Select Notes Trust Securities Long Term Certificates Series 2004-1,
which was filed with the Securities and Exchange Commission on or about June
18, 2004, pursuant to Rule 424(b) under the Securities Act of 1933, and is
incorporated herein by reference.
8. Select Notes Trust Supplement LT 2004-1 related to the
Select Notes Trust Long Term Certificates Series 2004-1, which is attached
hereto.
9. Advancing Agreement, related to the Select Notes Trust
Long Term Certificates Series 2004-1, a copy of which is attached hereto.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
STRUCTURED OBLIGATIONS
CORPORATION
Date: June 18, 2004
By: /s/ Chadwick S. Parson
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Chadwick S. Parson
Authorized Signatory