SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 333-64879, 001-16443, 001-16819
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MSDW STRUCTURED ASSET CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-4026700
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1585 Broadway, New York, New York 10036
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 761-2520
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
------------------- Which Registered
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SATURNS IBM Corporation Debenture-Backed New York Stock Exchange
Series 2001-1 7.125% Callable Units
SATURNS Citizens Communications New York Stock Exchange
Company Debenture-Backed Series
2001-2 8.625% Callable Units
SATURNS BellSouth Debenture-Backed New York Stock Exchange
Series 2001-3 7.125% Callable Units
SATURNS Cummins Engine Company Debenture-Backed New York Stock Exchange
Series 2001-4 9.25% Callable Units
SATURNS WorldCom Debenture-Backed New York Stock Exchange
Series 2001-5 7.875% Callable Units
SATURNS Bank of America Debenture-Backed New York Stock Exchange
Series 2001-6 7.25% Callable Units
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether registrant (1) has 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 file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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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. [ ]
All of the common stock of the registrant is held by Morgan Stanley
Dean Witter & Co.
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
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As of February 20, 2002, 1000 shares of common stock, par value $1.00
per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
The Distribution Date Reports to security holders filed on Form 8-K
during the Fiscal Year in lieu of reports on Form 10-Q
Introductory Note
The Registrant is the depositor under the trust agreements for it various
SATURNS Units listed on the New York Stock Exchange. The Units do not represent
obligations of or interests in the Depositor. Pursuant to staff administrative
positions established in various no-action letters, see e.g. Corporate Asset
Backed Corporation (available August 9, 1995); Lehman Structured Assets, Inc.
(available December 8, 1994), the Registrant is not required to respond to
various items of Form 10-K. Such items are designated herein as "Not
applicable."
PART I
ITEM 1. BUSINESS
Not Applicable
ITEM 2. PROPERTIES
Not Applicable
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
A. The Units issued by SATURNS Trust 2001-1 for IBM debentures
representing investors' interest in the Trust are represented by one or more
physical Certificates registered in the name of Cede & Co., the nominee of The
Depository Trust Company. These Units are listed on the New York Stock Exchange.
B. The Units issued by SATURNS Trust 2001-2 for Citizens Communications
debentures representing investors' interest in the Trust are represented by one
or more physical Certificates registered in the name of Cede & Co., the nominee
of The Depository Trust Company. These Units are listed on the New York Stock
Exchange.
C. The Units issued by SATURNS Trust 2001-3 for BellSouth debentures
representing investors' interest in the Trust are represented by one or more
physical Certificates registered in the name of Cede & Co., the nominee of The
Depository Trust Company. These Units are listed on the New York Stock Exchange.
D. The Units issued by SATURNS Trust 2001-4 for Cummins Engine debentures
representing investors' interest in the Trust are represented by one or more
physical Certificates registered in the name of Cede & Co., the nominee of The
Depository Trust Company. These Units are listed on the New York Stock Exchange.
E. The Units issued by SATURNS Trust 2001-5 for WorldCom debentures
representing investors' interest in the Trust are represented by one or more
physical Certificates registered in the name of Cede & Co., the nominee of The
Depository Trust Company. These Units are listed on the New York Stock Exchange.
F. The Units issued by SATURNS Trust 2001-6 for Bank of America capital
securities representing investors' interest in the Trust are represented by one
or more physical Certificates registered in the name of Cede & Co., the nominee
of The Depository Trust Company. These Units are listed on the New York 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not Applicable
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable
PART III
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report: None
(b) None
(c) None
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.
Date: February 28, 2002
MSDW STRUCTURED ASSET CORP.
By: /s/ John Kehoe
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Name: John Kehoe
Title: Vice President