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EX-23 - MS STRUCTURED SATURNS SERIES 2005-3sattrust20053-10kex23_0315.htm
EX-99.1 - MS STRUCTURED SATURNS SERIES 2005-3sattrust20053-10kex991_0315.htm
EX-31.1 - MS STRUCTURED SATURNS SERIES 2005-3sattrust20053-10kex311_0315.htm
EX-31.2 - MS STRUCTURED SATURNS SERIES 2005-3sattrust20053-10kex312_0315.htm


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, 2012
 
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, 001-32707
 

MS STRUCTURED ASSET CORP.
On behalf of
SATURNS Trust No. 2005-3
 
 (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 Limited Brands Inc. Debenture Backed Series 2005-3 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 14, 2013, 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
     
2005-3
Limited Brands Inc.
0000701985

 
 

 
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. 2005-3 Units (Limited Brands Inc. Debenture 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 2012
2005-3
12/16/05
March 1 and September 1
March 12, 2012 and September 5, 2012

 
 
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 2012
2005-3
12/16/05
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, 2013
 
MS STRUCTURED ASSET CORP.
 
(Registrant)
 
By:               /s/ In-Young Chase                                
Name:     In-Young Chase
Title:       Vice President