UNITED STATES
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, 2013
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 incorporation or organization) | (IRS Employer Identification No.) |
| 1585 Broadway, Second Floor
New York, New York
Attention: In-Young Chase
|
10036 |
| (Address of principal executive office) | (Zip Code) |
| Registrant’s telephone number, including area code: | (212) 761-2457 |
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 I Capital Security Backed Series 2005-1 Class A Callable Units
|
New York Stock Exchange
|
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ___ 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 Smaller reporting company ___
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 27, 2014, 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 its 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 | 0001277121 |
| Guarantor – The Goldman Sachs Group, Inc. | 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 2013 |
| 2005-1 | 12/15/04 | February 15 and August 15 | February 19, 2013 and August 19, 2013 |
|
SATURNS Trust No.: |
Closing Date |
Event Description |
Form 8-K Filing Dates (Not Trust Agreement Filings in connection with Closing Date or filings related to Payment Dates) For FY 2013 |
| 2005-1 | 12/15/04 | Not Applicable | None |
(c) Exhibits:
| Exhibit 23 | Consent of Grassi & Co. (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 (U.S. Bank National Association) | ||
| Exhibit 99.1 | Report of Grassi & Co. |
(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 27, 2014
MS
STRUCTURED ASSET CORP.
(Registrant)
By: /s/In-Young Chase
Name: In-Young Chase
| Title: | Vice President |
Exhibit 23
Consent of Grassi & Co. (See Exhibit 99.1 – contained in final paragraph of accountants’ letter)
Exhibit 31.1
Rule 13a-14(d) Certification
I, In-Young Chase, 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 Compliance Statement, the depositor and trustee have each fulfilled their 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 party: U.S. Bank as successor-in-interest to Bank of America, National Association and its officers and agents.
By: /s/In-Young Chase
Name: In-Young Chase
| Title: | Vice President |
Date: March 27, 2014
Exhibit 31.2
[U.S. Bank National Association Letterhead]
COMPLIANCE STATEMENT
Reference is made to the Trust Agreement, between MS Structured Asset Corp., as Depositor and U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as Trustee, as successor by merger to LaSalle Bank National Association, as Trustee, for SATURNS Trust No. 2005-1, dated December 15, 2004, together with Schedules I, II and III attached thereto, and the Standard Terms for Trust Agreements, between MS Structured Asset Corp., as Depositor and U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as Trustee, as successor by merger to LaSalle Bank National Association, as Trustee dated March 5, 2003. Capitalized terms used herein and not defined shall have the meanings defined in the Trust Agreement and the Standard Terms for Trust Agreements.
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, 2013 (“Fiscal Year”) and the certifications given by In-Young Chase with respect thereto, the undersigned hereby certifies that she is a duly elected Senior Vice President of U.S. Bank National Association (the “Trustee”) and further certifies in her capacity as such as follows:
| 1. | U.S. Bank National Association has prepared all reports to Unitholders with respect to each distribution date for SATURNS Trust No. 2005-1, and has filed a copy of the reports to Unitholders for the months listed on Exhibit A attached hereto; |
| 2. | I have reviewed the reports on Form 8-K containing the reports to Unitholders included on Exhibit A for the year covered by this annual report of MS Structured Asset Corp., on behalf of SATURNS Trust No. 2005-1; |
| 3. | I am familiar with the operations of U.S. Bank National Association with respect to the SATURNS program and SATURNS Trust No. 2005-1 and the requirement imposed by the Trust Agreement; |
| 4. | Based on my knowledge, the information in the reports to Unitholders, 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 date that the distribution information was filed on Form 8-K; |
| 5. | Based on my knowledge, the reporting information required to be provided in the reports to Unitholders under the Trust Agreement, is included in the reports to Unitholders; |
| 6. | Based on my knowledge, and except as disclosed in the reports to Unitholders, the Trustee has fulfilled its obligations under the Trust Agreement; |
| 7. | Based on my knowledge, and except as disclosed in this Compliance Statement or the reports to Unitholders, there are no material legal proceedings with respect to the trust, involving the trust or U.S. Bank National Association as Trustee. |
By: /s/ Kimberly O. Jacobs
Name: Kimberly O. Jacobs
Title: Senior Vice President
Date: March 12, 2014
Exhibit A
| SATURNS Trust No.: | Closing Date | Payment Dates | Form 8-K Filing Dates |
| 2005-1 | December 15, 2004 | February 15, 2013 August 15, 2013 |
February 19, 2013 August 19, 2013 |
Exhibit 99.1
[Grassi & Co. Letterhead]
INDEPENDENT ACCOUNTANT’S REPORT
ON APPLYING AGREED-UPON PROCEDURES
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 MS Structured Asset Corp. (the “Depositor”) solely to assist the Depositor in evaluating the Trustee’s (U.S. Bank National Association) 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, 2013. 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 user of this report, 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. | Recalculated 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. | Recalculated the semi-annual interest distributions and principal distributions, if any, on the Class A and Class B units. |
| 4. | Verified that distributions on Class A and Class B units were made on the scheduled dates for distribution thereof. |
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| 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. None Noted. |
| 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. None Noted. |
We found no exceptions as a result of the procedures performed.
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 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/ GRASSI & CO., CPAs, P.C.
GRASSI & CO., CPAs, P.C.
New York, New York
March 17, 2014
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