10-K 1 msdw10k_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, 2002 ----------------- 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 -------------------------------- MS STRUCTURED ASSET CORP. (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, 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 ------------------- ------------------------ 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 ----- ----- 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 -------------------------------- Name: Matthew J. Zola Title: Director and Principal Executive Officer Date: February 28, 2003 By: /s/ Michael B. Pohly -------------------------------- 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 -------------------------------- Name: John Kehoe Title: Vice President Date: February 28, 2003