8-K 1 notice.htm SATURNS 2001-5 NOTICE July 25, 2002 Holders of Units of SATURNS Trust No. 2001-5 Moody's Investors Service 99 Church St. New York, NY 10007 Standard & Poor's 55 Water Street New York, NY 10004-1064 Re: SATURNS 2001-5 (WorldCom) Trust Wind-Up Event Ladies and Gentlemen: Reference is hereby made to the Trust Agreement dated July 10, 2001 (the "Trust Agreement"), between MSDW Structured Asset Corp., as Depositor and LaSalle Bank National Association, as trustee (the "Trustee"). Capitalized terms used and not defined herein have the respective meanings given to them in the Trust Agreement. This notice is delivered pursuant to Section 9.03 of the Standard Terms. On July 21, 2002, WorldCom, Inc. filed for bankruptcy, which constitutes a Security Default and Trust Wind-Up Event under the Trust Agreement. Holders should surrender their Units to the Trustee, or deliver security or indemnity acceptable to the Trustee, for their respective pro rata distributions of Trust Property, which will consist of the cash proceeds of the liquidation of the Securities and the termination of the Interest Rate Swap Agreement. The proceeds from termination of the Interest Rate Swap Agreement are expected to be $179,000.00. Beneficial owners of the Units will receive distributions through the facilities of The Depository Trust Company ("DTC") and the intermediaries through which they hold their Units. DTC will present its Units to the Trustee in accordance with the procedures specified by DTC and the Trustee. Beneficial owners of Units should inquire with the intermediary holding their Units as to procedures for presentation and final payment and should provide instructions in writing with respect to the final distribution to their intermediary. It is expected that the final distribution on the Units will be made within 30 days. Sincerely, LASALLE BANK NATIONAL ASSOCIATION, as Trustee for SATURNS Trust No. 2001-5 By:___________________________________ July 24, 2002 Pacific LifeCorp 700 Newport Center Drive Newport Beach, CA 92660 Attention: Dale Patrick Facsimile Number: (949) 720-1963 Telephone Number: (949) 219-3299 Morgan Stanley Capital Services Inc. 1585 Broadway New York, New York 10036 Attention: Derivative Products Group - Documentation Facsimile No.: 212-761-0580 Telephone No.: 212-761-2533 Moody's Investors Service 99 Church Street New York, New York 10007 Standard & Poor's 55 Water Street New York, NY 10004-1064 Re: SATURNS 2001-5 (WorldCom) Trust Wind-Up Event; Swap Terminations Ladies and Gentlemen: Reference is hereby made to the Trust Agreement dated July 10, 2001 (the "Trust Agreement"), between MSDW Structured Asset Corp., as Depositor and LaSalle Bank National Association, as trustee (the "Trustee"). Reference is also made to the ISDA Master Agreement and related schedule thereto, each dated July 19, 2001, between Pacific LifeCorp and SATURNS Trust No. 2001-5 and the related Bond Option Transfer Transaction and Novation confirmation, dated July 11, 2001 and revised July 18, 2001, among Pacific LifeCorp, SATURNS Trust No. 2001-5 and Morgan Stanley & Co. International Limited (collectively, the "Call Option Swap Agreement"). Reference is also made to the ISDA Master Agreement, related schedule thereto and the Interest Rate Swap Transaction confirmation, each dated July 10, 2001, between Morgan Stanley Capital Services Inc. and SATURNS Trust No. 2001-5 (collectively, the "Interest Rate Swap Transaction"). Capitalized terms used and not defined herein have the respective meanings given to them in the Trust Agreement. This notice is delivered pursuant to Section 9.01 of the Standard Terms and pursuant to Part 1(f) of the Interest Rate Swap Agreement and Part 1(f) of the Call Option Swap Agreement. A Trust Wind-Up Event has occurred with respect to SATURNS Trust No. 2001-5 due to the bankruptcy filing by WorldCom, Inc. on Sunday July 21, 2002. WorldCom's action also gives rise to an additional termination event under both the Interest Rate Swap Agreement and the Call Option Swap Agreement. SATURNS Trust No. 2001-5 hereby gives notice to you that it will sell the Securities. By this notice, SATURNS Trust No. 2001-5 hereby gives notice to Pacific LifeCorp with respect to the Call Option Swap Agreement and Morgan Stanley Capital Services Inc. with respect to the Interest Rate Swap Agreement that it should designate an Early Termination Date. If the respective counterparty does not designate an Early Termination Date by the close of business on the third Business Day after receipt of this notice, SATURNS Trust No. 2001-5 will designate such Early Termination Date to be the fourth Business Day following receipt of this notice by the respective counterparty, which shall be July 29, 2002. SATURNS Trust No. 2001-5 does not expect to receive proceeds of sale in excess of the strike price under the Call Option Swap Agreement and hereby gives notice to Pacific LifeCorp that no swap termination payment will be made to it in connection with the termination of the Call Option Swap Agreement. If no further action is taken by Pacific LifeCorp, the Call Option Swap Agreement shall terminate effective July 29, 2002, with no further action by SATURNS Trust No. 2001-5. SATURNS Trust No. 2001-5 requests that Morgan Stanley Capital Services Inc. promptly forward information with respect to the termination value of the Interest Rate Swap Agreement and pay such amount to the Trustee in accordance with the payment instructions contained in the Interest Rate Swap Agreement. SATURNS Trust No. 2001-5 requests that this information be provided no later than July 25, 2002. Sincerely, LASALLE BANK NATIONAL ASSOCIATION, as Trustee for SATURNS Trust No. 2001-5 By:___________________________________ July 31, 2002 Pacific LifeCorp 700 Newport Center Drive Newport Beach, CA 92660 Attention: Dale Patrick Facsimile Number: (949) 720-1963 Telephone Number: (949) 219-3299 Morgan Stanley Morgan Stanley & Co. Incorporated MSDW Structured Asset Corp. Morgan Stanley Capital Services Inc. 1585 Broadway New York, New York 10036 Moody's Investors Service 99 Church Street New York, New York 10007 Standard & Poor's 55 Water Street New York, NY 10004-1064 Re: SATURNS 2001-5 (WorldCom) Termination Reference is hereby made to the Trust Agreement dated July 10, 2001 (the "Trust Agreement"), between MSDW Structured Asset Corp., as Depositor and LaSalle Bank National Association, as Trustee. Capitalized terms used and not defined herein have the respective meanings given to them in the Trust Agreement. This notice is delivered pursuant to Section 11.01 of the Standard Terms. On August 7, 2002, SATURNS Trust No. 2001-5 will make its final distribution of $3.114116 per Unit. This amount represents all amounts held in all of the Accounts or otherwise available for distribution and required to be paid to the Holders pursuant to the Trust Agreement. Upon such distribution, the trust will be terminated. No further notice will be provided. Sincerely, LASALLE BANK NATIONAL ASSOCIATION, as Trustee for SATURNS Trust No. 2001-5 By:___________________________________

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNS)

STATEMENT DATE:

11/15/2001

WORLDCOM DEBENTURE BACKED

PAYMENT DATE:

11/15/2001

135 S. LASALLE STREET SUITE 1625

CHICAGO, IL 60603-4159

USA

SERIES 2001-5

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

05/15/2002

RECORD DATE:

11/01/2001

ABN AMRO ACCT: 67-8820-50-7

ADMINISTRATOR:

REPORTING PACKAGE TABLE OF CONTENTS

ANALYST:

BRIAN AMES (312) 904-7807

SABRYNA TRAN (714) 282-3980 (227)

BRIAN.AMES@ABNAMRO.COM

STRAN@LNBABS.COM

PAGE(S)

ISSUE ID:

SAT00105

CLOSING DATE:

7/10/2001

STATEMENTS TO CERTIFICATEHOLDERS

PAGE 2

OTHER RELATED INFORMATION

PAGE 3

FIRST PAYMENT DATE:

11/15/2001

MONTHLY DATA FILE NAME:

CASH RECONCILIATION SUMMARY

PAGE 4

SAT00105_200111_3.ZIP

BOND INTEREST RECONCILIATION

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

11/07/2001 - 09:59 (G486) 2001 LASALLE BANK N.A.

PAGE 1 OF 6

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNS)

WORLDCOM DEBENTURE BACKED

STATEMENT DATE:

11/15/2001

SERIES 2001-5

PAYMENT DATE:

11/15/2001

WAC:

32.812500%

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

05/15/2002

WAMM:

354

RECORD DATE:

11/01/2001

GRANTOR TRUST

ABN AMRO ACCT: 67-8820-50-7

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

26,022,625.00

0.00

26,022,625.00

711,556.15

0.00

7.87500000%

80409W207

1000.000000000

0.000000000

1000.000000000

27.343749910

0.000000000

FIXED

TOTAL

26,022,625.00

0.00

26,022,625.00

711,556.15

0.00

TOTAL P&I PAYMENT

711,556.15

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

11/07/2001 - 09:59 (G486) 2001 LASALLE BANK N.A.

PAGE 2 OF 6

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNS)

WORLDCOM DEBENTURE BACKED

STATEMENT DATE:

11/15/2001

SERIES 2001-5

PAYMENT DATE:

11/15/2001

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

05/15/2002

RECORD DATE:

11/01/2001

ABN AMRO ACCT: 67-8820-50-7

OTHER RELATED INFORMATION

SWAP INFORMATION

SWAP RECEIPENTS

SWAP AMOUNT RECEIVED

NEXT SWAP RATE

NONE

0.00

0.00%

11/07/2001 - 09:59 (G486) 2001 LASALLE BANK N.A.

PAGE 3 OF 6

	ABN AMRO
	LASALLE BANK	N.A.
	STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNS)
	WORLDCOM DEBENTURE BACKED																																			STATEMENT DATE:		11/15/2001
				SERIES 2001-5																																			PAYMENT DATE:		11/15/2001
																																							PRIOR PAYMENT:			N/A
																																							NEXT PAYMENT:				05/15/2002
																																							RECORD DATE:					11/01/2001
				ABN AMRO ACCT: 67-8820-50-7
				CASH RECONCILIATION SUMMARY
			INTEREST SUMMARY										SERVICING FEE SUMMARY																				PRINCIPAL SUMMARY
			CURRENT SCHEDULED INTEREST				711,556.15						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				711,556.15							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						711,556.15
			LESS INTEREST RESERVE WITHHOLDING						0.00				PPIS ALLOCATED TO CERTIFICATES									0.00
			PLUS INTEREST RESERVE DEPOSIT					0.00
			REMITTANCE INTEREST				711,556.15								POOL BALANCE SUMMARY
																							BALANCE/AMOUNT				COUNT
													BEGINNING POOL									26,022,625.00							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							26,022,625.00								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
11/07/2001 - 09:59 (G486) 2001 LASALLE BANK N.A.																																								PAGE 4 OF 6

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNS)

WORLDCOM DEBENTURE BACKED

STATEMENT DATE:

11/15/2001

PAYMENT DATE:

11/15/2001

SERIES 2001-5

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

05/15/2002

RECORD DATE:

11/01/2001

ABN AMRO ACCT: 67-8820-50-7

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

125

7.875000000%

711,556.15

0.00

711,556.15

0.00

711,556.15

0.00

711,556.15

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 5 OF 6

11/07/2001 - 09:59 (G486) 2001 LASALLE BANK N.A.

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNS)

WORLDCOM DEBENTURE BACKED

STATEMENT DATE:

11/15/2001

SERIES 2001-5

PAYMENT DATE:

11/15/2001

PRIOR PAYMENT:

N/A

NEXT PAYMENT:

05/15/2002

RECORD DATE:

11/01/2001

ABN AMRO ACCT: 67-8820-50-7

RATING INFORMATION

ORIGINAL RATINGS

RATING CHANGE/CHANGE DATE(1)

CLASS

CUSIP

FITCH

MOODY'S

S&P

FITCH

MOODY'S

S&P

UNIT

80409W207

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.

11/07/2001 - 09:59 (G486) 2001 LASALLE BANK N.A.

PAGE 6 OF 6

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