8-K 1 sat00205_200207.htm MONTHLY DISTRIBUTION STATEMENTS SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: May 14, 2002
(Date of earliest event reported)

MSDW Structured Asset Corp.
(Issuer in Respect of SATURNS Trust No. 2002-5)
(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of organization)
333-64879 (Commission File No.)
13-4026700 (I.R.S. Employer Identification No.)

1585 Broadway, New York, New York 10036
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, including area code
212-761-2520

(Former name or former address, if changed since
last report.)

ITEM 5. OTHER EVENTS

This current report on Form 8-K relates to the quarterly
distribution reported to holders of SATURNS Trust No. 2002-5,
which was made on July 15, 2002 .

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS

(c) Exhibits

Exhibit No. Description

99.1 Quarterly distribution report pursuant to
the Trust Agreement for distribution on
July 15, 2002.

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on behalf of the Registrant
by the undersigned there unto duly authorized.

LASALLE BANK NATIONAL ASSOCIATION,
IN ITS CAPACITY AS TRUSTEE UNDER THE
TRUST AGREEMENT ON BEHALF OF MSDW Structured
Asset Corp., Registrant

By:

/s/ Russell Goldenberg
Russell Goldenberg,
Group Senior Vice President

July 15, 2002

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

STATEMENT DATE:

07/15/2002

SAFECO CAPITAL SECURITY BACKED

PAYMENT DATE:

07/15/2002

135 S. LASALLE STREET SUITE 1625

CHICAGO, IL 60603-4159

USA

SERIES 2002-5

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

01/15/2003

RECORD DATE:

07/01/2002

ABN AMRO ACCT: 67-9000-80-2

ADMINISTRATOR:

REPORTING PACKAGE TABLE OF CONTENTS

ANALYST:

ANDY STREEPEY (312) 904-9387

SABRYNA TRAN (714) 238-6730

ANDY.STREEPEY@ABNAMRO.COM

SABRYNA.TRAN@ABNAMRO.COM

PAGE(S)

ISSUE ID:

SAT00205

CLOSING DATE:

5/14/2002

STATEMENTS TO CERTIFICATEHOLDERS

PAGE 2

CASH RECONCILIATION SUMMARY

PAGE 3

FIRST PAYMENT DATE:

7/15/2002

MONTHLY DATA FILE NAME:

BOND INTEREST RECONCILIATION

PAGE 4

SAT00205_200207_3.ZIP

OTHER RELATED INFORMATION

PAGE 5

RATING INFORMATION

PAGE 6

PARTIES TO THE TRANSACTION

DEPOSITOR: MSDW STRUCTURED ASSET CORP.

UNDERWRITER: MORGAN STANLEY DEAN WITTER

RATING AGENCY: MOODY'S INVESTORS SERVICE, INC./STANDARD & POOR'S CORPORATION

INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES

LASALLE WEB SITE

WWW.ETRUSTEE.NET

LASALLE FACTOR LINE

(800) 246-5761

06/25/2002 - 12:57 (H895) 2002 LASALLE BANK N.A.

PAGE 1 OF 6

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

SAFECO CAPITAL SECURITY BACKED

STATEMENT DATE:

07/15/2002

SERIES 2002-5

PAYMENT DATE:

07/15/2002

WAC:

16.775000%

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

01/15/2003

WAMM:

420

RECORD DATE:

07/01/2002

GRANTOR TRUST

ABN AMRO ACCT: 67-9000-80-2

ORIGINAL

OPENING

PRINCIPAL

NEGATIVE

CLOSING

INTEREST

PASS-THROUGH

CLASS

FACE VALUE (1)

BALANCE

PAYMENT

ADJ. OR LOSS

AMORTIZATION

BALANCE

PAYMENT (2)

ADJUSTMENT

RATE

CUSIP

PER $ 1000

NEXT RATE(3)

UNIT

25,792,500.00

0.00

25,792,500.00

360,557.66

0.00

8.25000000%

80410B200

1000.000000000

0.000000000

1000.000000000

13.979166812

0.000000000

FIXED

TOTAL

25,792,500.00

0.00

25,792,500.00

360,557.66

0.00

TOTAL P&I PAYMENT

360,557.66

NOTES: (1) N DENOTES NOTIONAL BALANCE NOT INCLUDED IN TOTAL (2) ACCRUED INTEREST PLUS/MINUS INTEREST ADJUSTMENT MINUS DEFERRED INTEREST EQUALS INTEREST PAYMENT (3) ESTIMATED. * DENOTES CONTROLLING CLASS

06/25/2002 - 12:57 (H895) 2002 LASALLE BANK N.A.

PAGE 2 OF 6





		ABN AMRO

		LASALLE BANK	N.A.
		*STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)*
		*SAFECO CAPITAL SECURITY BACKED*																												STATEMENT DATE:					07/15/2002
					*SERIES 2002-5*																																PAYMENT DATE:		07/15/2002
																												PRIOR PAYMENT:				N/A
																												NEXT PAYMENT:					01/15/2003
																												RECORD DATE:						07/01/2002
					*ABN AMRO ACCT: 67-9000-80-2*


*CASH RECONCILIATION SUMMARY*



				INTEREST SUMMARY										SERVICING FEE SUMMARY																								PRINCIPAL SUMMARY
				CURRENT SCHEDULED INTEREST				360,557.66						CURRENT SERVICING FEES									0.00															SCHEDULED:
				LESS DEFERRED INTEREST				0.00						PLUS FEES ADVANCED FOR PPIS									0.00															CURRENT SCHEDULED PRINCIPAL					0.00
				PLUS ADVANCE INTEREST				0.00						LESS REDUCTION FOR PPIS									0.00															ADVANCED SCHEDULED PRINCIPAL					0.00
				PLUS UNSCHEDULED INTEREST				0.00						PLUS DELINQUENT SERVICING FEES										0.00														SCHEDULED PRINCIPAL DISTRIBUTION					0.00
				PPIS REDUCING SCHEDULED INTEREST				0.00						TOTAL SERVICING FEES									0.00															UNSCHEDULED:
				LESS TOTAL FEES PAID TO SERVICER				0.00																														CURTAILMENTS					0.00
				PLUS FEES ADVANCED FOR PPIS				0.00																														PREPAYMENTS IN FULL					0.00
				LESS FEE STRIPS PAID BY SERVICER				0.00						PPIS SUMMARY																								LIQUIDATION PROCEEDS					0.00
				LESS MISC. FEES & EXPENSES				0.00						GROSS PPIS									0.00															REPURCHASE PROCEEDS					0.00
				LESS NON RECOVERABLE ADVANCES				0.00							REDUCED BY PPIE								0.00															OTHER PRINCIPAL PROCEEDS					0.00
				INTEREST DUE TRUST				360,557.66							REDUCED BY SHORTFALLS IN FEES								0.00															UNSCHEDULED PRINCIPAL DISTRIBUTION					0.00
				LESS TRUSTEE FEE				0.00							REDUCED BY OTHER AMOUNTS								0.00															REMITTANCE PRINCIPAL					0.00
				LESS FEE STRIPS PAID BY TRUST				0.00							NET PPIS								0.00
				LESS MISC. FEES PAID BY TRUST				0.00						PPIS REDUCING SERVICING FEE									0.00															SERVICER WIRE AMOUNT					360,557.66
				LESS INTEREST RESERVE WITHHOLDING						0.00				PPIS ALLOCATED TO CERTIFICATES									0.00
				PLUS INTEREST RESERVE DEPOSIT					0.00
				REMITTANCE INTEREST				360,557.66								POOL BALANCE SUMMARY
																								BALANCE/AMOUNT					COUNT
														BEGINNING POOL									25,792,500.00								1
														SCHEDULED PRINCIPAL DISTRIBUTION									0.00
														UNSCHEDULED PRINCIPAL DISTRIBUTION							0.00															0
														DEFERRED INTEREST							0.00
														LIQUIDATIONS							0.00																0
														REPURCHASES							0.00														0
														ENDING POOL							25,792,500.00									1
						ADVANCES
							PRIOR OUTSTANDING							CURRENT PERIOD								RECOVERED																ENDING OUTSTANDING
								PRINCIPAL				INTEREST					PRINCIPAL		INTEREST						PRINCIPAL		INTEREST													PRINCIPAL		INTEREST
			MADE BY:		0.00						0.00		0.00					0.00		0.00						0.00												0.00			0.00

	06/25/2002 - 12:57 (H895) 2002 LASALLE BANK N.A.																																											PAGE 3 OF 6

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

SAFECO CAPITAL SECURITY BACKED

STATEMENT DATE:

07/15/2002

PAYMENT DATE:

07/15/2002

SERIES 2002-5

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

01/15/2003

RECORD DATE:

07/01/2002

ABN AMRO ACCT: 67-9000-80-2

BOND INTEREST RECONCILIATION

DEDUCTIONS

ADDITIONS

REMAINING

ACCRUAL

PASS

ACCRUED

ADD.

DEFERRED &

PRIOR

PREPAY-

OTHER

DISTRIBUTABLE

INTEREST

OUTSTANDING

CREDIT SUPPORT

THRU

CERTIFICATE

ALLOCABLE

TRUST

ACCRETION

INTEREST

INT. SHORT-

MENT

INTEREST

CERTIFICATE

PAYMENT

INTEREST

CLASS

METHOD DAYS

RATE

INTEREST

PPIS

EXPENSE (1)

INTEREST

LOSSES

FALLS DUE

PENALTIES

PROCEEDS (2)

INTEREST

AMOUNT

SHORTFALLS

ORIGINAL

CURRENT(3)

UNIT

30/360

8.250000000%

360,557.66

0.00

360,557.66

0.00

360,557.66

0.00

360,557.66

0.00

(1) ADDITIONAL TRUST EXPENSES ARE FEES ALLOCATED DIRECTLY TO THE BOND RESULTING IN A DEDUCTION TO ACCRUED INTEREST.

(2) OTHER INTEREST PROCEEDS INCLUDE DEFAULT INTEREST, PPIE, INTEREST DUE ON OUTSTANDING LOSSES, INTEREST DUE ON OUTSTANDING SHORTFALLS AND RECOVERIES OF INTEREST.

(3) DETERMINED AS FOLLOWS: (A) THE ENDING BALANCE OF ALL THE CLASSES LESS (B) THE SUM OF (I) THE ENDING BALANCE OF THE CLASS AND (II) THE ENDING BALANCE OF ALL CLASSES WHICH ARE NOT SUBORDINATE TO THE CLASS DIVIDED BY (A).

PAGE 4 OF 6

06/25/2002 - 12:57 (H895) 2002 LASALLE BANK N.A.

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

SAFECO CAPITAL SECURITY BACKED

STATEMENT DATE:

07/15/2002

SERIES 2002-5

PAYMENT DATE:

07/15/2002

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

01/15/2003

RECORD DATE:

07/01/2002

ABN AMRO ACCT: 67-9000-80-2

OTHER RELATED INFORMATION

SWAP INFORMATION

SWAP RECEIPENTS

SWAP AMOUNT RECEIVED

NEXT SWAP RATE

NONE

0.00

0.00%

06/25/2002 - 12:57 (H895) 2002 LASALLE BANK N.A.

PAGE 5 OF 6

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

SAFECO CAPITAL SECURITY BACKED

STATEMENT DATE:

07/15/2002

SERIES 2002-5

PAYMENT DATE:

07/15/2002

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

01/15/2003

RECORD DATE:

07/01/2002

ABN AMRO ACCT: 67-9000-80-2

RATING INFORMATION

ORIGINAL RATINGS

RATING CHANGE/CHANGE DATE(1)

CLASS

CUSIP

FITCH

MOODY'S

S&P

FITCH

MOODY'S

S&P

UNIT

80410B200

BAA2

BBB-

NR - DESIGNATES THAT THE CLASS WAS NOT RATED BY THE RATING AGENCY.

(1) CHANGED RATINGS PROVIDED ON THIS REPORT ARE BASED ON INFORMATION PROVIDED BY THE APPLICABLE RATING AGENCY VIA ELECTRONIC TRANSMISSION. IT SHALL BE

UNDERSTOOD THAT THIS TRANSMISSION WILL GENERALLY HAVE BEEN PROVIDED TO LASALLE WITHIN 30 DAYS OF THE PAYMENT DATE LISTED ON THIS STATEMENT. BECAUSE RATINGS MAY HAVE CHANGED DURING THE 30 DAY WINDOW, OR MAY NOT BE BEING PROVIDED BY THE RATING AGENCY IN AN ELECTRONIC FORMAT AND THEREFORE NOT BEING UPDATED ON

THIS REPORT, LASALLE RECOMMENDS THAT INVESTORS OBTAIN CURRENT RATING INFORMATION DIRECTLY FROM THE RATING AGENCY.

06/25/2002 - 12:57 (H895) 2002 LASALLE BANK N.A.

PAGE 6 OF 6

MSDW STRUCTURED SATURNS SERIES 2002 5 8-K