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(Mark One)
[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, 2006
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, 2008
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES AND EXCHANGE ACT OF 1934
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES AND EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 001-31929
STRUCTURED OBLIGATIONS CORPORATION,
(Exact(Exact name of registrant as specified in its charter)
Delaware13-3692801
(State(State or other jurisdiction of incorporation) (I.R.S. employer identification no.)
270 Park Avenue, New York, New York10017
(Address(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 American Stock Exchange 2003-5 Securities registered pursuant to Section 12(g) of the Act: None
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 __ No X
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 __ No X
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 X(1) No
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]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (check one)
Large accelerated filer ____ Accelerated filer ____ Non-accelerated filer __X__
Large accelerated filer ____
Accelerated filer ____
Non-accelerated filer __X__
Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Act).
Yes No X
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 asked 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.
- ------------------------- (1)_________________________
1 Pursuant to staff administrative positions established in the no-action letterCorporate Asset Backed
CorporationCorporation ("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".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") is the Trustor under the Base Trust Agreement between the Trustor and U.S. Bank National Association, as Trustee (the "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") and is the Trustor for the Certificates (the "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"). 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://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." 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 Commission File Number Successor thereto - ------------------------------------------------- ---------------------------- The Dow Chemical Company 001-03433 - ------------------------------------------------- ---------------------------- Verizon Communications Inc. (guarantor of the underlying securities issued by Verizon Global Funding Corp.) 001-08606 - ------------------------------------------------- ---------------------------- DaimlerChrysler AG (guarantor of the underlying 001-14561 securities issued by DaimlerChrysler North America Holding Corporation) - ------------------------------------------------- ---------------------------- EOP Operating Limited Partnership 001-13625 - ------------------------------------------------- ---------------------------- General Electric Capital Corporation 001-06461 - ------------------------------------------------- ---------------------------- Credit Suisse First Boston (USA), Inc. 001-06862 - ------------------------------------------------- ---------------------------- The Boeing Company 001-00442 - ------------------------------------------------- ---------------------------- The Goldman Sachs Group, Inc. 001-14965 - ------------------------------------------------- ---------------------------- GE Global Insurance Holding Corporation 001-14178 - ------------------------------------------------- ----------------------------
Underlying Securities Issuer or Guarantor, or
Successor theretoCommission 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 Credit Suisse (USA), Inc.)
001-15244
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
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
2003-52003- 5 (the "Trust") are represented by one or more physical Certificates registered in the nameof "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 American Stock Exchange 2003-5
Title of Each Class
Name of Each Exchange on Which
RegisteredSelect 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.7A. Quantitative and Qualitative Disclosures About Market RiskNot 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,
andExecutive Officersof the Registrantand Corporate GovernanceNone
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
AccountantAccounting Fees and ServicesNot 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 2002.99.1
-– 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") which relate to periods covered by this annual report include (i) the Trust's Current Report on Form 8-K for the distribution date occurring on January
17, 200615, 2008 and filed onFebruary 2, 2006,January 16, 2008, (ii) the Trust's Current Report on Form 8-K for the distribution date occurring on February 15,20062008 and filed on February22, 2006,20, 2008, (iii) the Trust's Current Report on Form 8-K for the distribution date occurring on March15, 200617, 2008 and filed on March30, 2006,20, 2008, (iv) the Trust's Current Report on Form 8-K for the distribution date occurring on April17, 200615, 2008 and filed onMay 3, 2006,April 29, 2008, (v) the Trust's Current Report on Form 8-K for the distribution date occurring on May 15,20062008 and filed on May30, 2006,21, 2008, (vi) the Trust's Current Report on Form 8-K for the distribution date occurring on June15, 200616, 2008 and filed on June30, 2006,20, 2008, (vii) the Trust's Current Report on Form 8-K for the distribution date occurring on July17, 200615, 2008 and filed on July17, 2006,24, 2008, (viii) the Trust's Current Report on Form 8-K for the distribution date occurring on August 15,20062008 and filed on August15, 2006,22, 2008, (ix) the Trust's Current Report on Form 8-K for the distribution date occurring on September 15,20062008 and filed on September19, 2006,18, 2008, (x) the Trust's Current Report on Form 8-K for the distribution date occurring on October16, 200615, 2008 and filed on October17, 2006,24, 2008, (xi) the Trust's Current Report on Form 8-K for the distribution date occurring on November15, 200617, 2008 and filed on November16, 2006,24, 2008, and (xii) the Trust's Current Report on Form 8-K for the distribution date occurring on December 15,20062008 and filed on December20, 2006.19, 2008..(c) None
(d) Not Applicable.
19, 2009SIGNATURES
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 RegistrantBy:/s/ Kelly AbsherName: Kelly Absher Title: Authorized Signatory
By:
/s/ Chadwick S. Parson
Name:
Chadwick S. Parson
Title:
Managing Director and President
Dated: March
28, 2007