-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S0xH4piAsnQER46cfg9cW3DJKhdvZlh42385O/KApZ0BwYh0HhLoxUPx2Pk/prHA f2nXfiebYfC6rz2pvsK09w== 0000903423-02-000152.txt : 20020414 0000903423-02-000152.hdr.sgml : 20020414 ACCESSION NUMBER: 0000903423-02-000152 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011130 FILED AS OF DATE: 20020228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSDW STRUCTURED ASSET CORP CENTRAL INDEX KEY: 0001071246 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 134026700 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16443 FILM NUMBER: 02562286 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127611715 10-K 1 satmsdw10k_2-28.txt 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 November 30, 2001 ----------------- 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 Number 333-64879, 001-16443, 001-16819 -------------------------------- MSDW STRUCTURED ASSET CORP. (Exact name of registrant as specified in its charter) Delaware 13-4026700 - -------------------------------------------------------------------------------- (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 --------------------------- 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 ----- ----- 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 ----- ----- 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 --------------------------------- Name: John Kehoe Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----