10-K 1 c31731.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 DECEMBER 31, 2003 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 001-16443, 333-101155 --------------------- MS STRUCTURED ASSET CORP. ON BEHALF OF SATURNS CBT SERIES 2003-1 Units Trust (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: JOHN KEHOE (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 CBT SERIES 2003-1 UNITS TRUST AMERICAN STOCK EXCHANGE 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, 2004, 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 American 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, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of those materials can be obtained by making a written request to the SEC, Public Reference Section, 450 Fifth Street, N.W., 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 CBT 2003-1 Bank of America Corporation 0000070858 Bank One Corporation 0001067092 BB&T Corporation 0000092230 Boeing Capital Corporation 0000711513 Campbell Soup Company 0000016732 Citigroup Inc. 0000831001 ConocoPhillips 0001163165 Consolidated Edison Company of New York, Inc. 0000023632 Credit Suisse First Boston (USA), Inc. 0000029646 Dominion Resources, Inc. 0000715957 Dow Chemical Company 0000029915 Duke Energy Corporation 0000030371 Ford Motor Credit Company 0000038009 General Electric Company 0000040545 General Motors Acceptance Corporation 0000040729 Goldman Sachs Group, Inc. 0000886982 Deere John Capital Corporation 0000027673 Johnson & Johnson 0000200406 Limited Brands, Inc. 0000701985 March & Mclennan Companies, Inc. 0000062709 Merck & Co., Inc. 0000064978 SBC Communications, Inc. 0000732717 Union Oil Co. of California 0000100880 Unocal Corporation (as guarantor of the Union Oil Co. of California debt securities) 0000100880 Verizon Virginia, Inc. 0000019725 Wal-Mart Stores, Inc. 0000104169 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. The Units are listed on the American Stock Exchange: SATURNS CBT Series Units Trust 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 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 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 2003 ------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------- CBT 2003-1 9/25/03 25th day of each month, October 31, 2003, November 26, 2003, commencing October 2003 December 29, 2003 -------------------------------------------------------------------------------------------------------------------
(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 30, 2004 MS STRUCTURED ASSET CORP. (Registrant) By: /s/ John Kehoe ------------------------------ Name: John Kehoe Title: Vice President Date: March 30, 2004