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, 2002
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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 __________
Commission File Numbers 333-64879, 001-16443, 001-16819,
001-31382, 001-31408, 001-31438
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MS STRUCTURED ASSET CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-4026700
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(State or other jurisdiction of (IRS Employer Identification No.)
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:
Name of Each Exchange on
Title of Each Class 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 Company New York Stock Exchange
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 Bank of America Debenture-Backed New York Stock Exchange
Series 2001-6 7.25% Callable Units
SATURNS SAFECO Capital Security Backed New York Stock Exchange
Series 2001-7 8.25% Callable Units
SATURNS AT&T Corp. Debenture-Backed New York Stock Exchange
Series 2001-8 7.40% Callable Units
SATURNS Aon Capital Security Backed New York Stock Exchange
Series 2002-1 7.50% Class A Callable Units
SATURNS DPL Capital Security Backed New York Stock Exchange
Series 2002-3 7.875% Class A Callable Units
SATURNS DPL Capital Security Backed New York Stock Exchange
Series 2002-4 8.00% Class A Callable Units
SATURNS SAFECO Capital Security Backed New York Stock Exchange
Series 2002-5 8.25% Callable Units
SATURNS JP Morgan Chase Capital Security Backed New York Stock Exchange
Series 2002-6 7.125% Class A Callable Units
SATURNS DPL Capital Security Backed New York Stock Exchange
Series 2002-7 7.875% Class A Callable Units
SATURNS AT&T Wireless Debenture-Backed New York Stock Exchange
Series 2002-8 9.25% Callable Units
SATURNS Verizon Global Funding Debenture-Backed New York Stock Exchange
Series 2002-9 7.50 Class A Callable Units
SATURNS CSFB USA Debenture-Backed New York Stock Exchange
Series 2002-10 7.00% Class A Callable Units
SATURNS AIG Capital Security Backed New York Stock Exchange
Series 2002-11 6.00% Class A Callable Units
SATURNS GE Global Insurance Holding Corporation New York Stock Exchange
Debenture Backed
Series 2002-12 6.25% Class A Callable Units
SATURNS GE Global Insurance Holding Corporation New York Stock Exchange
Debenture Backed
Series 2002-13 6.25% Class A Callable Units
SATURNS General Electric Capital Corporation New York Stock Exchange
Debenture Backed
Series 2002-14 6.00% Class A 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
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.
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, 2003, 1,000 shares of common stock, par value
$1.00 per share, were outstanding.
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 also include, without
limitation, the reports filed on Form 8-K on July 31, 2002 and August 1, 2002.
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." Distribution reports detailing receipts and distributions by each
trust are filed shortly after each distribution date on Form 8-K in lieu of
reports on Form 10-Q.
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
The Units issued by the SATURNS trusts listed below representing investors'
interest in such 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:
SATURNS Trust No. 2001-1 (IBM debentures)
SATURNS Trust No. 2001-2 (Citizens Communications debentures)
SATURNS Trust No. 2001-3 (BellSouth debentures)
SATURNS Trust No. 2001-4 (Cummins Engine debentures)
SATURNS Trust No. 2001-6 (Bank of America capital securities)
SATURNS Trust No. 2001-7 (SAFECO capital securities)
SATURNS Trust No. 2001-8 (AT&T debentures)
SATURNS Trust No. 2002-1 Class A Units (Aon capital securities)
SATURNS Trust No. 2002-3 Class A Units(DPL capital securities)
SATURNS Trust No. 2002-4 Class A Units (DPL capital securities)
SATURNS Trust No. 2002-5 Class A Units (SAFECO capital securities)
SATURNS Trust No. 2002-6 Class A Units (JP Morgan Chase capital securities)
SATURNS Trust No. 2002-7 Class A Units (DPL capital securities)
SATURNS Trust No. 2002-8 (AT&T Wireless debentures)
SATURNS Trust No. 2002-9 Class A Units (Verizon Global Funding debentures)
SATURNS Trust No. 2002-10 Class A Units (CSFB USA debentures)
SATURNS Trust No. 2002-11 Class A Units (AIG capital securities)
SATURNS Trust No. 2002-12 Class A Units (GE Global debentures)
SATURNS Trust No. 2002-13 Class A Units (GE Global debentures)
SATURNS Trust No. 2002-14 Class A Units (GECC debentures)
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
Not Applicable
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable
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
ITEM 14. CONTROLS AND PROCEDURES
Not Applicable
PART IV
ITEM 15. 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, 2003
MS STRUCTURED ASSET CORP.
(Registrant)
By: /s/ Matthew J. Zola
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Name: Matthew J. Zola
Title: Director and Principal
Executive Officer
Date: February 28, 2003
By: /s/ Michael B. Pohly
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Name: Michael B. Pohly
Title: Director and Principal
Financial Officer
Date: February 28, 2003
CERTIFICATION
I, John Kehoe, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution reports filed in respect of periods included in the year
covered by this annual report, of MS Structured Asset Corp.;
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 information required to be provided
to the trustee under each trust agreement, for inclusion in these reports is
included in these reports;
4. Based on my knowledge, and except as disclosed in the reports, the trustee
has fulfilled its obligations, including any servicing obligations, under each
trust agreement.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: LaSalle Bank National
Association and its officers and agents.
By: /s/ John Kehoe
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Name: John Kehoe
Title: Vice President
Date: February 28, 2003