Attached files
| file | filename |
|---|---|
| EX-31.1 - MS Structured Floating Rate Trust Series 2010-04 (IP) | saturns10k2010-4ex311_0311.htm |
| EX-35.1 - MS Structured Floating Rate Trust Series 2010-04 (IP) | saturns10k2010-4ex351_0311.htm |
| EX-33.1 - MS Structured Floating Rate Trust Series 2010-04 (IP) | saturns10k2010-4ex331_0311.htm |
| EX-34.1 - MS Structured Floating Rate Trust Series 2010-04 (IP) | saturns10k2010-4ex341_0311.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 10-K
ANNUAL REPORT
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, 2010
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 333-165725, 001-34978
SATURNS Trust No. 2010-04 (IP)
MS STRUCTURED ASSET CORP., as Depositor and Sponsor (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 | 10036 |
|
Attention: In-Young Chase
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|
| (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:
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Title of Each Class
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Name of Each Exchange on Which Registered
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SATURNS Floating Rate Trust Series 2010-04 (IP)
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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 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
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 23, 2011, 1,000 shares of common stock, par value $1.00 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
The following reports of Morgan Stanley pursuant to Item 1115(b): Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2010; Annual Report on Form 10-K for the fiscal year ended November 30, 2010; Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011; and all other documents subsequently filed by Morgan Stanley pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, during the fiscal year covered by this Report on Form 10-K, which contain financial statements of Morgan Stanley or which amend the foregoing reports.
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
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not Applicable
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
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
Not Applicable
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not Applicable
ADDITIONAL DISCLOSURE ITEMS PURSUANT TO REGULATION AB
ITEM 1112(b). SIGNIFICANT OBLIGORS OF POOL ASSETS
International Paper Company, the underlying security guarantor with respect to the Units, is a “significant obligor” with respect to the assets of the Trust for purposes of Item 1112 of Regulation AB. For any financial statements of International Paper Company required to be provided under Regulation S-X during the period since the initial issuance of the Units, this Form 10-K report refers, pursuant to Item 1100(c)(2) of Regulation AB, to the periodic reports of International Paper Company under section 13(a) or 15(d) of the Exchange Act (“Underlying Security Issuer Exchange Act Reports”) that are on file with the Securities and Exchange Commission (the “SEC”). Such Underlying Security Issuer Exchange Act Reports may be accessed at the public reference facilities maintained by the SEC at Room 1024, 100 F Street, NE, 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, NE, 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. The SEC file number for International Paper Company is 333-157573.
The underlying security guarantor financial statements and Underlying Security Issuer Exchange Act Reports referred to above are not incorporated by reference in this Form 10-K report; and the Trust, the Trustee, the depositor, the sponsor and their affiliates have not verified, have not undertaken to verify, and will not verify, the content of any such underlying security guarantor financial statements or Underlying Security Issuer Exchange Act Reports.
ITEM 1114(b)(2). CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT CERTAIN DERIVATIVES INSTRUMENTS
None
ITEM 1115(b). CERTAIN DERIVATIVES INSTRUMENTS – FINANCIAL INFORMATION
Not Applicable
ITEM 1117. LEGAL PROCEEDINGS
None
ITEM 1119. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Morgan Stanley Capital Services Inc., which is the derivative counterparty to the 2010-04 (IP) Trust under an interest rate swap transaction, is an affiliate of the Depositor, MS Structured Asset Corp.
ITEM 1122. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
See Exhibits 33.1 and 34.1 to this Annual Report.
ITEM 1123. SERVICER COMPLIANCE STATEMENT
See Exhibit 35.1 to this Annual Report.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
(1) Financial Statements: Distribution Reports on Form 10-D are hereby incorporated by reference. See the table below:
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SATURNS
Trust No.:
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Closing Date
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Collateral
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Payment Dates
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Form 10-D Filing Dates (Not Trust Agreement Filings in connection with Closing Date)
For FY 2010
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2010-04 (IP)
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12/9/2010
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International Paper Company
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February 15, May 15, August 15
and November 15
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None this fiscal year.
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(2) Financial Statement Schedules pursuant to Item 8: Not Applicable
(3) Exhibits:
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Exhibit 31.1
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Rule 13a-14(d) Certification
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Exhibit 33.1
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Report of The Bank of New York Mellon on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities
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Exhibit 34.1
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Attestation Report of KPMG, LLP on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities
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Exhibit 35.1
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Statement of Compliance of The Bank of New York Mellon, as Trustee
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(b) Exhibits: See Item 15(a)(3) above
(c) Other Financial Statement Schedules: 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 23, 2011
| MS STRUCTURED ASSET CORP. | ||
| (Registrant) | ||
| By: /s/In-Young Chase | ||
| Name: In-Young Chase | ||
| Title: Vice President |