Annual Report (10-k)
March 27 2014 - 5:14PM
Edgar (US Regulatory)
UNITED STATES
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, 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,
001-33331
SATURNS Trust No. 2007-1
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
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 J. C. Penney Company, Inc. Debenture
Backed
Trust 2007-1 Callable Class A 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 following reports of Morgan Stanley
: Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013; Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2013; Annual Report on Form 10-K for the fiscal year ended December 31, 2013; 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
J. C. Penney Company, Inc.,
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 J. C. Penney Company, Inc. 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 J. C. Penney Company, Inc. 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 J. C. Penney Company, Inc. is
001-15274.
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
None
ITEM 1117. LEGAL PROCEEDINGS
None
ITEM 1119. AFFILIATIONS
AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
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:
SATURNS
Trust No.:
|
Closing Date
|
Collateral
|
Payment Dates
|
Form 10-D Filing Dates
For FY 2013
|
2007-1
|
3/1/2007
|
J. C. Penney Company, Inc.
|
03/01/2013
|
03/22/2013
|
2007-1
|
3/1/2007
|
J. C. Penney Company, Inc.
|
09/03/2013
|
09/09/2013
|
(2) Financial Statement Schedules pursuant to
Item 8: Not Applicable
(3) Exhibits:
Exhibit 31.1 Rule 13a-14(d) Certification
Exhibit 31.2 Servicer Compliance Statement
(U.S. Bank National Association)
Exhibit 33.1 Report of U.S. Bank National
Association, as successor in interest to Bank of America, National Association, on Assessment of Compliance with Servicing Criteria
for Asset-Backed Securities
Exhibit 34.1 Attestation Report of
Ernst & Young LLP on Assessment of U.S. Bank National Association’s Compliance with Servicing Criteria for Asset-Backed
Securities
Exhibit 35.1 Annual Statement of Compliance
(U.S. Bank National Association)
(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 27,
2014
MS
STRUCTURED ASSET CORP.
(Registrant)
By:
/s/In-Young
Chase
Name: In-Young
Chase
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