8-A12B 1 form8a.txt 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 ---------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-374117 ----------------------------------------- --------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 270 Park Ave. New York, New York 10017 ----------------------------------------- --------------------------------- (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 ------------------- ------------------------------ 34,085 Select Notes Trust Long Term Certificates Series 2003-4 with a principal amount of $34,085,000 (the "Certificates") American Stock Exchange ------------------------------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: None ---- Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- 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 2003-4, 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 March 25, 2002, which description is incorporated herein by reference. Item 2. Exhibits. -------- 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 September 16, 2003 related to the Select Notes Trust, Long Term Certificates Series 2003-4, which was filed with the Securities and Exchange Commission on or about September 17, 2003, pursuant to Rule 424(b) under the Securities Act of 1933, and is incorporated herein by reference. 6. Prospectus Supplement dated September 22, 2003 related to the Select Notes Trust Securities Long Term Certificates Series 2003-4, which was filed with the Securities and Exchange Commission on or about September 24, 2003, pursuant to Rule 424(b) under the Securities Act of 1933, and is incorporated herein by reference. 7. Select Notes Trust Supplement LT 2003-4 related to the Select Notes Trust Long Term Certificates Series 2003-4, which is attached hereto. 8. Advancing Agreement, related to the Select Notes Trust Long Term Certificates Series 2003-4, a copy of which is attached hereto. [Balance of page left intentionally blank] 2 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: September 26, 2003 By: /s/ Chadwick S. Parson ------------------------------- Chadwick S. Parson Authorized Signatory 3