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
For the fiscal year ended: December 31, 2003 Commission File number: 001-32014
STRUCTURED OBLIGATIONS CORPORATION,
(Exact name of registrant as specified in its charter)
Delaware 13-3692801
(State or other jurisdiction of incorporation) (I.R.S. employer identification no.)
270 Park Avenue, New York, New York 10017
(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, American Stock Exchange
Series 2003-4
Securities registered pursuant to Section 12(g) of the Act: None
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. [ ]
As of the date of this report, all of the common stock of the Registrant is held
by J. P. Morgan Securities Holdings Inc.
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes No X
--- ---
- --------------
1 Pursuant to staff administrative positions established in the no-action
letter Corporate Asset Backed 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".
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
2003-4 by and between the Trustor and the Trustee, providing for the issuance of
the Select Notes Trust Long Term Certificates Series 2003-4 (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 the underlying securities, or guarantor thereof, or successor
thereto, as applicable, is subject to the information reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For
information on any 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 an 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 an 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 issuer or guarantor, or
successor thereto, of the underlying securities, and its respective Commission
file number.
- ------------------------------------------------------------ ----------------------------------
Underlying Securities Issuer or Guarantor, or Successor Commission File Number
thereto
- ------------------------------------------------------------ ----------------------------------
GE Global Insurance Holding Corporation 001-14178
- ------------------------------------------------------------ ----------------------------------
Delphi Automotive Systems Corporation 001-14787
- ------------------------------------------------------------ ----------------------------------
The Dow Chemical Company 001-03433
- ------------------------------------------------------------ ----------------------------------
DaimlerChrysler AG (guarantor of the underlying securities
issued by DaimlerChrysler North America Holding Corporation) 001-14561
- ------------------------------------------------------------ ----------------------------------
EOP Operating Limited Partnership 001-13625
- ------------------------------------------------------------ ----------------------------------
Cingular Wireless LLC 001-31673
- ------------------------------------------------------------ ----------------------------------
General Electric Capital Corporation 001-06461
- ------------------------------------------------------------ ----------------------------------
The Goldman Sachs Group, Inc. 001-14965
- ------------------------------------------------------------ ----------------------------------
Citigroup Inc. 001-09924
- ------------------------------------------------------------ ----------------------------------
Verizon Maryland Inc. 001-06875
- ------------------------------------------------------------ ----------------------------------
PART I
------
Item 1. Business
- ------- --------
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 and Related Stockholder Matters
- ------- ---------------------------------------------------------------------
The Certificates issued by and representing investors' interest in the
Select Notes Trust LT 2003-4 (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, American Stock Exchange
Series 2003-4
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
PART III
--------
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
None
Item 11. Executive Compensation
- -------- ----------------------
Not Applicable
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- ---------------------------------------------------------------
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. Controls and Procedures
- -------- -----------------------
Not Applicable
PART IV
-------
Item 15. Exhibits, Financial Schedules and Reports on Form 8-K
- -------- -----------------------------------------------------
(a) The following documents have been filed as part of this Report.
3. Exhibits:
99.1 - 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.
99.2 - Annual Compliance Report by Trustee.
99.3 - Report of Rubin, Brown, Gornstein & Co. LLP.
(b) The Form 8-Ks of the Select Notes Trust LT 2003-4 (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 November 15, 2003 and filed on November 26, 2003,
and (ii) the Trust's Current Report on Form 8-K for the
distribution date occurring on December 15, 2003 and filed on
December 30, 2003 (amended by Form 8-K/A filed on December 31,
2003).
(c) See Item 15(a) above.
(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
By: /s/ Chadwick S. Parson
---------------------------------
Name: Chadwick S. Parson
Title: President
Dated: March 29, 2004
Exhibit 99.1
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
2003-4;
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 29, 2004
Exhibit 99.2
CERTIFICATION
-------------
The undersigned, being an officer of U.S. Bank Trust National
Association, as trustee (the "Trustee") of the Select Notes Trust LT 2003-4 (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,
2003 (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 29, 2004
Exhibit 99.3
Independent Accountant's Report
-------------------------------
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 2003-4 relating to the
administration of the underlying securities and related credit support deposited
in or held by the Select Notes Trust LT 2003-4 for the period September 26, 2003
through December 31, 2003. 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 with attestation standards
established by the American Institute of Certified Public Accountants 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 Base Trust Agreement and the Select
Notes Trust Supplement LT 2003-4 for the period September 26, 2003 through
December 31, 2003
This report is intended solely for the 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 2003-4, and
is not intended to be, and should not be used by anyone other than those
specified parties.
/s/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
March 15, 2004