SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 December 31, 2008
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 333-101155, 001-32388
MS STRUCTURED ASSET CORP.
On behalf of
SATURNS Trust No. 2005-1
(Exact name of registrant as specified in its charter)
Delaware 13-4026700
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1585 Broadway, Second Floor
New York, New York 10036
Attention: Madhu Philips
(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
SATURNS Goldman Sachs Capital New York Stock Exchange
I Capital Security Backed Series
2005-1 Class A Callable Units
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
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes____ No X
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. [ ]
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
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes___ No X
All of the common stock of the registrant is held by Morgan Stanley.
As of March 11, 2009, 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.
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), 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.
The underlying security issuer or guarantor, as applicable, of the securities
held by each of the trusts is subject to the informational requirements of the
Exchange Act. The underlying security issuer or guarantor, as applicable,
currently files reports, proxy statements and other information with the SEC.
For information regarding such underlying security issuer or guarantor, you
should refer to such reports. These periodic, current and other reports and
other information can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 100 F Street, N.E., Washington, D.C. 20549.
Copies of those materials can be obtained by making a written request to the
SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at
prescribed rates. The SEC also maintains a website on the internet at
http://www.sec.gov at which users can view and download copies of reports,
proxy, information statements and other information filed electronically. In
addition, those reports and other information may also be obtained from the
underlying security issuer by making a request to the underlying security
issuer. The trust, the trustee, the Registrant, and their affiliates have not
verified, have not undertaken to verify, and will not verify, the content of any
such reports or information. The name and the central index key (CIK) for each
underlying security issuer or guarantor is set forth below:
Trust Underlying Security Issuer or Guarantor CIK
2005-1 Goldman Sachs Capital I 0000886982
PART I
ITEM 1. BUSINESS
Not Applicable
ITEM 1A. RISK FACTORS
Not Applicable
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
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. The Units are listed on the New York Stock Exchange:
SATURNS Trust No. 2005-1 Class A Units (Goldman Sachs Capital I Capital Security
Backed)
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
None
ITEM 9A. CONTROLS AND PROCEDURES
Not Applicable
ITEM 9B. OTHER INFORMATION
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
None
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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) Reports on Form 8-K:
See Table Below:
SATURNS Trust No.: Closing Date Payment Dates Form 8-K Filing Dates (Not Trust
Agreement Filings in connection with
Closing Date)
For FY 2008
2005-1 12/15/04 February 15 and August 15 February 27, 2008 and August 19, 2008
(c) Exhibits:
Exhibit 23 Consent of Pustorino, Puglisi & Co., LLP (See Exhibit
99.1--contained in final paragraph of accountants' letter)
Exhibit 31.1 Rule 13a-14(d) Certification
Exhibit 31.2 Trustee Compliance Certification
Exhibit 99.1 Report of Pustorino, Puglisi & Co., LLP
(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.
Date: March 24, 2009
MS STRUCTURED ASSET CORP.
(Registrant)
By: /s/Madhu Philips
--------------------
Name: Madhu Philips
Title: Vice President
Exhibit 23
[Consent of Pustorino, Puglisi & Co., LLP]
Exhibit 31.1
Rule 13a-14(d) Certification
I, Madhu Philips, 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 MS Structured Asset Corp.
on behalf of SATURNS Trust No. 2005-1;
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 trustee
have each fulfilled its obligations under that agreement; and
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: Bank of America, National
Association as successor by merger to LaSalle Bank National Association and its
officers and agents.
By: /s/Madhu Philips
-----------------------
Name: Madhu Philips
Title: Vice President
Date: March 24, 2009
Exhibit 31.2
COMPLIANCE CERTIFICATE
In connection with the preparation and delivery of the annual report
on Form 10-K of MS Structured Asset Corp. on behalf of SATURNS Trust No. 2005-1
for the fiscal year ending December 31, 2008, and the certifications given by
Madhu Philips with respect thereto, the undersigned hereby certifies that he is
a duly elected Senior Vice President of Bank of America, National Association,
successor by merger to LaSalle Bank National Association ("Bamk of America"),
and further certifies in his capacity as such as follows:
1. Bank of America has prepared all distribution reports with respect to
each distribution date for SATURNS Trust No. 2005-1, and has filed a copy of
such reports on Form 8-K during the fiscal year as described on Exhibit A
hereto.
2. I have reviewed all reports on Form 8-K containing distribution reports
filed in respect of periods included in the fiscal year covered by the annual
report of MS Structured Asset Corp. on behalf of SATURNS Trust No. 2005-1;
3. I am familiar with the operations of Bank of America with respect to
the SATURNS program and SATURNS Trust No. 2005-1 and the requirement imposed by
the applicable trust agreement;
4. Based on my knowledge, the information in the distribution 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 the annual report;
5. Based on my knowledge, the information required to be provided under each
trust agreement, for inclusion in these reports, is included in these reports;
6. Based on my knowledge, and except as disclosed in the reports, the trustee
has fulfilled its obligations, including any servicing obligations, under the
trust agreement.
7. Based on my knowledge, and except as disclosed in the reports, there are no
material legal proceedings with respect to any trust, involving the trust or
Bank of America as trustee.
By: /s/James A. Jendra
-------------------------------
Name: James A. Jendra
Title: Senior Vice President
Americas Executive
Date: March 24, 2009
EXHIBIT A
SATURNS Trust No.: Closing Date Payment Dates Form 8-K Filing Dates (Not Trust
Agreement Filings in connection with
Closing Date)
For FY 2008
2005-1 12/15/04 February 15 and August 15 February 27, 2008 and August 19, 2008
Exhibit 99.1
[Report of Pustorino, Puglisi & Co., LLP]
[On Pustorino, Puglisi & Co., LLP Letterhead]
INDEPENDENT ACCOUNTANT'S REPORT
ON APPLYING AGREED-UPON PROCEDURES
Bank of America, National Association
135 S. LaSalle Street, Suite 1625
Chicago, IL 60603
MS Structured Asset Corp.
1585 Broadway
New York, NY 10036
With respect to the "Structured Asset Trust Unit Repackagings 2005-1" (SATURNS
Trust 2005-1) we have performed the procedures listed below, which were agreed
to by Bank of America, National Association, as successor by merger to LaSalle
Bank National Association (the Trustee) and MS Structured Asset Corp. (the
Depositor) solely to assist the Depositor in evaluating the Trustee's assertions
that the administration of the Trust Property of SATURNS Trust 2005-1 (the
Trust) was conducted in accordance with the terms of the Trust Agreement
relating thereto for the year ended December 31, 2008. This agreed-upon
procedures engagement was performed in accordance with attestation standards
established by the American Institute of Certified Public Accountants. The
sufficiency of these procedures is solely the responsibility of the specified
users of this report, the Trustee and the Depositor. Consequently, we make no
representation regarding the sufficiency of the procedures described below
either for the purpose for which this report has been requested or for any other
purpose.
Pursuant to the foregoing, for SATURNS TRUST 2005-1, we:
1. Calculated the semi-annual interest payment on the underlying security
as defined in the prospectus.
2. Verified that interest payments on the underlying security were
received on the scheduled date for payment thereof.
3. Calculated the semi-annual interest distributions and principal
distributions, if any, on the Class A and Class B units.
-2-
4. Verified that distributions on Class A and Class B units were made on
the scheduled dates for distribution thereof.
5. Verified Trust property amounts and balances.
6. Verified that the amounts of any units redeemed, upon receipt of
redemption payments or notices of exercise of warrants, matched amounts
of the relevant redemptions and warrant exercise amounts notified to
the Trustee.
7. Verified that the proceeds of redemptions, exercise of warrants and
liquidation of underlying securities following any underlying security
default were applied within the time and in the manner provided in the
Trust Agreement.
8. Verified that reports on Form 8-K were filed by the Trustee with the
Securities and Exchange Commission on or before the fifteenth day
following each payment date for the Class A and Class B units.
We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on the Trustee's assertions.
Accordingly, we do not express such an opinion. Had we performed additional
procedures, other matters might have come to our attention that would have been
reported to you.
We are independent public accountants with respect to the Trustee and the Trust,
as defined under the Code of Professional Ethics of the American Institute of
Certified Public Accountants.
This report is intended solely for the use of the Depositor and the Trustee and
should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.
However, this report is a matter of public record as a result of being included
as an exhibit to the annual report on Form 10-K prepared by MS Structured Asset
Corp. and filed with the Securities and Exchange Commission on behalf of SATURNS
Trust 2005-1, and its distribution is not limited.
/s/ Pustorino, Puglisi & Co., LLP
- ---------------------------------
Pustorino, Puglisi & Co., LLP
New York, New York
March 11, 2009
[On MS Structured Asset Corp. Letterhead]
March 16, 2009
Pustorino, Puglisi & Co., LLP
515 Madison Avenue
New York, NY 10022
Gentlemen:
In connection with your engagement to apply the agreed-upon procedures, as
listed in your engagement letters dated January 15, 2009 and your reports dated
March 11, 2009, for the Trusts listed below:
SATURNS 2003-11 SATURNS 2004-1
SATURNS 2003-12 SATURNS 2004-2
SATURNS 2003-13 SATURNS 2004-4
SATURNS 2003-15 SATURNS 2004-6
SATURNS 2003-16 SATURNS 2005-1
SATURNS CBT Series 2003-1 SATURNS 2005-2
TILES Series 2005-1 SATURNS 2005-3
We confirm, to the best of our knowledge and belief, the following
representations made to you during your engagement:
1. We are responsible for the formulation of the assertion that the
administration of the Trusts listed above was conducted in accordance
with the terms of the individual Trust Agreements relating thereto
for the year ended December 31, 2008.
2. There have been no fraudulent or other illegal acts that would have a
material effect on the assertion.
3. We have disclosed to you all known matters contradicting the assertion.
-2-
4. There have been no communications from internal auditors and other
independent practitioners or consultants relating to the assertions
including communications received between December 31, 2008 and
the date of this letter.
5. We have made available to you all information that we believe is
relevant to the assertion.
6. We have responded fully to all inquiries made to us by you during the
engagement.
7. No events have occurred subsequent to December 31, 2008 that would
require adjustment to or modification of the assertions.
8. Your report is intended solely for the use of LaSalle Bank National
Association (the Trustee) and MS Structured Asset Corp. (the
Depositor) and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the
procedures for their purposes. We intend for the applicable reports
to be a matter of public record as a result of their being included
as an exhibit to the annual report on Form 10-K prepared by MS
Structured Assets Corp. and filed with the Securities and Exchange
Commission on behalf of the corresponding trusts.
/s/Madhu Philips
- -----------------
Signature
Authorized Signatory
- ---------------------
Title
March 16, 2009
- ---------------
Date
[On Bank of America, National Association Letterhead]
March 11, 2009
Pustorino, Puglisi & Co., LLP
515 Madison Avenue
New York, NY 10022
Gentlemen:
In connection with your engagement to apply the agreed-upon procedures, as
listed in your engagement letters dated January 15, 2009 and your reports dated
March 11, 2009, for the Trusts listed below:
SATURNS 2003-11 SATURNS 2004-1
SATURNS 2003-12 SATURNS 2004-2
SATURNS 2003-13 SATURNS 2004-4
SATURNS 2003-15 SATURNS 2004-6
SATURNS 2003-16 SATURNS 2005-1
SATURNS CBT Series 2003-1 SATURNS 2005-2
TILES Series 2005-1 SATURNS 2005-3
We confirm, to the best of our knowledge and belief, the following
representations made to you during your engagement:
1. We are responsible for the formulation of the assertion that the
administration of the Trusts listed above was conducted in accordance
with the terms of the individual Trust Agreements relating thereto
for the year ended December 31, 2008.
2. There have been no fraudulent or other illegal acts that would have a
material effect on the assertion.
3. We have disclosed to you all known matters contradicting the assertion.
-2-
4. There have been no communications from internal auditors and other
independent practitioners or consultants relating to the assertions
including communications received between December 31, 2008 and
the date of this letter.
5. We have made available to you all information that we believe is
relevant to the assertion.
6. We have responded fully to all inquiries made to us by you during the
engagement.
7. No events have occurred subsequent to December 31, 2008 that would
require adjustment to or modification of the assertions.
8. Your report is intended solely for the use of LaSalle Bank National
Association (the Trustee) and MS Structured Asset Corp. (the
Depositor) and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the
procedures for their purposes. We intend for the applicable
reports to be a matter of public record as a result of their being
included as an exhibit to the annual report on Form 10-K prepared by
MS Structured Assets Corp. and filed with the Securities and
Exchange Commission on behalf of the corresponding trusts.
/s/Thais Hayum
- ---------------------
Signature
Assistant Vice President
- ------------------------
Title
March 17, 2009
- ---------------
Date