10-K 1 selectnotes2003-3_10k.htm








                                         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

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 2006

                                                         or

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES AND EXCHANGE ACT OF 1934

         For the transition period from ____ to ____

                                        Commission File Number 001-32013

                                       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, Series 2003-3           American 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 Section 15(d) of the Act.
                                                Yes  __          No  X

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  X(1)        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. [ X]

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 shell company (as defined in Rule 12b-2 of the Act).
Yes No X

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant's most recently completed second fiscal quarter.

As of the date of this report, all of the common stock of the Registrant is held by J. P. Morgan Securities Holdings Inc.

(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 2003-3 by and between the
Trustor  and the  Trustee,  providing  for  the  issuance  of the  Select  Notes  Trust  Long  Term  Certificates  Series  2003-3  (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 an underlying  security,  or guarantor thereof, or successor thereto, as applicable,  which represents ten percent (10%)
or more of the aggregate principal amount of all securities held by the trust is subject to the information  reporting  requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For information on any such 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 such
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 any such 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 such issuer or guarantor,  or successor thereto,  of the underlying  securities,  and its respective Exchange Act file
number.

_______________________________________________________________________________________________
 Underlying Securities Issuer or Guarantor, or Successor          Commission File Number
                          thereto
_______________________________________________________________________________________________
                      Nordstrom, Inc.                                    001-15059
_______________________________________________________________________________________________
                 The Dow Chemical Company                                001-03433
_______________________________________________________________________________________________
DaimlerChrysler AG (guarantor of the underlying securities               001-14561
      issued by DaimlerChrysler North America Holding
                       Corporation)
_______________________________________________________________________________________________
             EOP Operating Limited Partnership                           001-13625
_______________________________________________________________________________________________
           General Electric Capital Corporation                          001-06461
_______________________________________________________________________________________________
               The Goldman Sachs Group, Inc.                             001-14965
_______________________________________________________________________________________________
                      Citigroup Inc.                                     001-09924
_______________________________________________________________________________________________
                   Limited Brands, Inc.                                  001-08344
_______________________________________________________________________________________________
          GE Global Insurance Holding Corporation                        001-14178
_______________________________________________________________________________________________



                                                   PART I

Item 1.           Business
                  Not Applicable

Item 1A.          Risk Factors
                  Not Applicable

Item 1B.          Unresolved Staff Comments
                  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, Related Stockholder Matters and Issuer Purchases of Equity Securities
                  The  Certificates  issued by and representing  investors'  interest in the Select Notes Trust LT 2003-3 (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, Series 2003-3      American 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 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

Item 9A.          Controls and Procedures
                  Not Applicable

Item 9B.          Other Information
                  Not Applicable

                                                               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 and Related Stockholder Matters
                  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.          Principal Accounting Fees and Services
                  Not Applicable

                                                                PART IV

Item 15.          Exhibits, Financial Schedules

         (a) The following documents have been filed as part of this Report.

         3.  Exhibits:

                              31.1 - 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.

                              99.1 - Annual Compliance Report by Trustee.

                              99.2 - Report of RubinBrown LLP.

           (b) The Form 8-Ks of the Select Notes Trust LT 2003-3 (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 January 17, 2006 and filed on February 2,
2006,  (ii) the Trust's Current Report on Form 8-K for the  distribution  date occurring on February 15, 2006 and filed on February 22,
2006, (iii) the Trust's Current Report on Form 8-K for the  distribution  date occurring on March 15, 2006 and filed on March 30, 2006,
(iv) the Trust's  Current  Report on Form 8-K for the  distribution  date occurring on April 17, 2006 and filed on May 3, 2006, (v) the
Trust's  Current Report on Form 8-K for the  distribution  date  occurring on May 15, 2006 and filed on May 30, 2006,  (vi) the Trust's
Current Report on Form 8-K for the  distribution  date occurring on June 15, 2006 and filed on June 30, 2006, (vii) the Trust's Current
Report on Form 8-K for the distribution  date occurring on July 17, 2006 and filed on July 17, 2006,  (viii) the Trust's Current Report
on Form 8-K for the  distribution  date occurring on August 15, 2006 and filed on August 15, 2006,  (ix) the Trust's  Current Report on
Form 8-K for the  distribution  date occurring on September 15, 2006 and filed on September 19, 2006, (x) the Trust's Current Report on
Form 8-K for the  distribution  date  occurring on October 16, 2006 and filed on October 17, 2006,  (xi) the Trust's  Current Report on
Form 8-K for the  distribution  date  occurring  on November 15, 2006 and filed on November  16,  2006,  and (xii) the Trust's  Current
Report on Form 8-K for the distribution date occurring on December 15, 2006 and filed on December 20, 2006.

           (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/ Kelly Absher                 
                                                     Name:  Kelly Absher
                                                     Title: Authorized Signatory


Dated:  March 28, 2007