SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

     (Mark one)(Mark One)

[X]x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2005

For the fiscal year ended December 31, 2008

 

or

 

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESSECURITES AND EXCHANGE ACT OF 1934

 

For the transition period from ____ to ____

For the transition period from to

 

Commission File Number 001-31929

 

STRUCTURED OBLIGATIONS CORPORATION,

(Exact name of registrant as specified in its charter)

 

Delaware13-3692801

13-3692801

(State or other jurisdiction of incorporation) (I.R.S. employer identification no.)

(I.R.S. employer identification no.)

 

270 Park Avenue, New York, New York10017

270 Park Avenue, New York, New York

10017

(Address of principal executive offices)

(Zip

(Address of principal executive offices) (Zip code)

 

Registrant's telephone number, including area code: (212) 270-2353

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Select Notes Trust Long Term Certificates, Series 2003-5

American Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ___

                                                 Yes__            No   X

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ___

                                                  Yes__             No  X

 


Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to have filed such reports) and (2) has been subject to such filing requirements for the past 90 days.


Yes    X1

No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X][ X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file,filer, or a non-accelerated file.filer. See definition of "accelerated filer and large accelerated filer" in ruleRule 12b-2 of the Exchange Act. (check one)

 

Large accelerated filer _______­

Accelerated filer ____

Non-accelerated filer __X__

 

IndicatedIndicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Act).

Yes ___

No

X

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and askasked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

 

As of the date of this report, all of the common stock of the Registrant is held by J. P. Morgan Securities Holdings Inc.

 

 

 

_________________________

1Pursuant to staff administrative positions established in the no-action letterCorporate Asset Backed Corporation (“CABCO”Corporation ("CABCO") (available August 9, 1995), the Depositor is not required to respond to various items of Form 10-K. Such items are designated herein as “Not Applicable”"Not Applicable".

 


DOCUMENTS INCORPORATED BY REFERENCE

 

The distribution reports to security holders filed on Form 8-K during the fiscal year in lieu of reports on Form 10-Q which includes the reports filed on Form 8-K listed in Item 15(b) hereto.

Introductory Note

 

Structured Obligations Corporation (the “Trustor”"Trustor") is the Trustor under the Base Trust Agreement between the Trustor and U.S. Bank National Association, as Trustee (the “Trustee”"Trustee"), as supplemented by the Select Notes Trust Supplement LT 2003-5 by and between the Trustor and the Trustee, providing for the issuance of the Select Notes Trust Long Term Certificates Series 2003-5 (the “Certificates”"Certificates") and is the Trustor for the Certificates (the “Registrant”"Registrant"). The Certificates do not represent obligations of or interests in the Trustor or the Trustee.

 

Each issuer of an underlying security, or guarantor thereof, or successor thereto, as applicable, which represents ten percent (10%) or more of the aggregate principal amount of all securities held by the trust is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For information on any such issuer of underlying securities, or guarantor thereof, or successor thereto, as applicable, please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”"Commission"). Such reports and other information required to be filed pursuant to the Exchange Act, by such issuer of underlying securities, or guarantor thereof, or successor thereto, as applicable, may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at “http:"http://www.sec.gov”www.sec.gov" at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system, or “EDGAR.”"EDGAR." Neither the Depositor nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither the Depositor nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting any such issuer of underlying securities, or guarantor thereof, or successor thereto, as applicable, or the underlying securities have not occurred or have not yet been publicly disclosed that would affect the accuracy or completeness of the publicly available documents described above. The chart below lists each such issuer or guarantor, or successor thereto, of the underlying securities, and its respective Exchange Act file number.

 


 

Underlying Securities Issuer or Guarantor, or
Successor thereto

Commission File Number

The Dow Chemical Company

001-03433

Verizon Communications Inc. (guarantor of
the underlying securities issued by Verizon Global
Funding Corp.)

001-08606


Daimler AG (guarantor of the underlying
securities issued by DaimlerChrysler North
America Holding Corporation)

001-14561

Anadarko Petroleum Corporation
(successor to Kerr-McGee Corporation)

001-8968

General Electric Capital Corporation

001-06461

Credit Suisse Group AG (guarantor of the underlying securities issued by DaimlerChrysler North America Holding Corporation)

Credit Suisse (USA), Inc.)

001-14561

EOP Operating Limited Partnership

001-13625

Kerr-McGee Corporation

001-16619

General Electric Capital Corporation

001-06461

Credit Suisse First Boston (USA), Inc.

001-06862001-15244

The Boeing Company

001-00442

The Goldman Sachs Group, Inc.

001-14965

 

 

PART I

 

Item 1.Business

                            Not Applicable

Item 1A.Risk Factors

                            Not Applicable

Item 1B.Unresolved Staff Comments

                           Not Applicable

Item 2.Properties

                           Not Applicable

Item 3.Legal Proceedings

                          The Registrant is not subject to any material pending legal proceedings.

Item 4.Submission of Matters To A Vote of Security Holders

                           None

Business

Not Applicable

Item 1A.

Risk Factors

Not Applicable

Item 1B.

Unresolved Staff Comments

Not Applicable

 

Item 2.

Properties

Not Applicable

Item 3.

Legal Proceedings

The Registrant is not subject to any material pending legal proceedings.

Item 4.

Submission of Matters To A Vote of Security Holders

None

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Certificates issued by and representing investors’ interest in the Select Notes Trust LT 2003-5 (the “Trust”) are represented by one or more physical Certificates registered in the name of “Cede

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases

of Equity Securities 

                           The Certificates issued by and representing investors' interest in the Select Notes Trust LT 2003-                           5 (the "Trust") are represented by one or more physical Certificates registered in the name

                           of  "Cede & Co., the nominee of The Depository Trust Company.

 

The following Certificates are listed on the exchange identified below:

 

Title of Each Class

Name of Each Exchange on Which
Registered

Select Notes Trust Long Term Certificates, Series 2003-5

American Stock Exchange

 

 


Item 6.Selected Financial Data

                            Not Applicable

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

                            Not Applicable

Item 7A.            Quantitative and Qualitative Disclosures About Market Risk

                            Not Applicable

 

Item 6.

Selected Financial Data

Not Applicable

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Not Applicable

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 8.

Financial Statements and Supplementary Data

None

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None

Item 9A.

Controls and Procedures

Not Applicable

Item 9B.

Other Information

Not Applicable

Item 8.Financial Statements and Supplementary Data

                            None

 

Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

                           None

Item 9A.Controls and Procedures

                           Not Applicable

Item 9B.Other Information

                          Not Applicable

PART III

 

Item 10.Directors, Executive Officers and Corporate Governance

                           None

 

Item 10.

Item 11.Executive Compensation

                           Not Applicable

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

                           Information required by Item 201(d) of Regulation S-X: Not Applicable

                           Information required by Item 403 of Regulation S-X: None

Item 13.Certain Relationships and Related Transactions, and Director Independence

                           None


Item 14.Principal Accounting Fees and Services

                           Not Applicable

Directors and Executive Officers of the Registrant

None

 

Item 11.

Executive Compensation

Not Applicable

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by Item 201(d) of Regulation S-X: Not Applicable

Information required by Item 403 of Regulation S-X: None

Item 13.

Certain Relationships and Related Transactions

None

Item 14.

Principal Accountant Fees and Services

Not Applicable

 

PART IV

 

Item 15.

Exhibits, Financial Schedules

(a) The following documents have been filed as part of this Report.

3.  Exhibits:

31.1 – Certification by the President of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Item 15.Exhibits, Financial Schedules  

 

                 


99.1 – Annual Compliance Report by Trustee.

99.2 – Report of RubinBrown LLP.

(a) The following documents have been filed as part of this Report.

 

3. Exhibits:

31.1 – Certification by the President of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99.1 – Annual Compliance Report by Trustee.

99.2 – Report of RubinBrown LLP.

(b) The Form 8-Ks of the Select Notes Trust LT 2003-5 (the “Trust”"Trust") which relate to periods covered by this annual report include (i) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on January 18, 200515, 2008 and filed on January 25, 2005,16, 2008, (ii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on February 15, 20052008 and filed on March 1, 2005,February 20, 2008, (iii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on March 15, 200517, 2008 and filed on March 30, 2005,20, 2008, (iv) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on April 15, 20052008 and filed on April 29, 2005,2008, (v) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on May 16, 200515, 2008 and filed on May 25, 2005,21, 2008, (vi) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on June 15, 200516, 2008 and filed on June 29, 2005,20, 2008, (vii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on July 15, 20052008 and filed on July 27, 2005,24, 2008, (viii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on August 15, 20052008 and filed on August 30, 2005,22, 2008, (ix) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on September 15, 20052008 and filed on September 19, 2005,18, 2008, (x) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on October 17, 200515, 2008 and filed on October 27, 2005,24, 2008, (xi) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on November 15, 200517, 2008 and filed on November 29, 2005,24, 2008, and (viii)(xii) the Trust’sTrust's Current Report on Form 8-K for the distribution date occurring on December 15, 20052008 and filed on December 30, 2005.

(c) None

(d) Not Applicable.

19, 2008..

 

(c)  None

(d)  Not Applicable.

 


 

SIGNATURES

 

 

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.

STRUCTURED OBLIGATIONS CORPORATION,
as trustor for the Trust Registrant

STRUCTURED OBLIGATIONS CORPORATION,
as trustor for the Trust Registrant

 

By:By:

/s/ Chadwick S. Parson

Name:

Chadwick S. Parson

Title:

Managing Director and President

 

 

Dated: March 30, 2006

19, 2009

 


 

Exhibit 31.1

CERTIFICATION

I, Chadwick S. Parson, certify that:

1.                I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of the Select Notes Trust LT 2003-5;

2.               Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

3.                Based on my knowledge, the distribution or servicing information required to be provided to the depositor by the trustee under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;

4.                I am responsible for reviewing the activities performed by the depositor and the trustee under the pooling and servicing, or similar agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the depositor and the trustee have each fulfilled its obligations under that agreement.

5.                The reports disclose all significant deficiencies relating to the compliance by the trustee and the depositor with the minimum servicing or similar standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar agreement, that is included in these reports.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: U.S. Bank Trust National Association.

By: /s/ Chadwick S. Parson

Name:   Chadwick S. Parson

Title:     President

Structured Obligations Corporation
Date: March 30, 2006



Exhibit 99.1

CERTIFICATION

The undersigned, being an officer of U.S. Bank Trust National Association, as trustee (the “Trustee”) of the Select Notes Trust LT 2003-5 (the “Trust”) hereby makes the following certifications for inclusion as an exhibit to the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2005 (the “Annual Report”):

1.

The Trustee is the trustee under the Trust’s trust agreement.

2.

Based on my knowledge, for the period covered by the Annual Report, the Trustee has fulfilled its obligations under the Trust’s trust agreement.

/s/ Beverly A. Freeney

Name:   Beverly A. Freeney

Title:     Vice President

Date:     March 30, 2006


Exhibit 99.2

Report Of Independent

Registered Public Accounting Firm

To the Board of Directors

Structured Obligations Corporation

New York, New York

We have examined the compliance of Structured Obligations Corporation (Depositor) and U.S. Bank National Association (Trustee) with the Base Trust Agreement and the Select Notes Trust Supplement LT 2003-5 (the Agreements) relating to the administration of the underlying securities and related credit support deposited in or held by the Select Notes Trust LT 2003-5 for the year ended December 31, 2005. Depositor’s management is responsible for compliance with those requirements. Our responsibility is to express an opinion on compliance with the Agreements based on our examination.

Our examination was conducted in accordance the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about Depositor’s and Trustee’s compliance with those requirements described above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination of Depositor’s and Trustee’s compliance with specified requirements.

In our opinion, Depositor and Trustee complied, in all material respects, with the requirements described above of the Agreements for the year ended December 31, 2005.

This report is intended solely for the information and use of Structured Obligations Corporation, U.S. Bank National Association, the Securities and Exchange Commission and the Certificate Holders of the Select Notes Trust LT 2003-5, and is not intended to be, and should not be used by anyone other than those specified parties.

/s/ RubinBrown LLP

St. Louis, Missouri

February 16, 2006