[Federal Register Volume 70, Number 157 (Tuesday, August 16, 2005)]
[Notices]
[Pages 48211-48212]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-4421]


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SECURITIES AND EXCHANGE COMMISSION


Issuer Delisting; Notice of Application of MS Structured Asset 
Corp. To Withdraw Its SATURNS Sears Roebuck Acceptance Corp. Debenture-
Backed Series 2003-1 Callable Units From Listing and Registration on 
the New York Stock Exchange, Inc. File No. 1-16443

August 10, 2005.
    On July 7, 2005, MS Structured Asset Corp., a Delaware corporation 
(``Issuer''), filed an application with the Securities and Exchange 
Commission (``Commission''), pursuant to Section 12(d) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) 
thereunder,\2\ to withdraw its SATURNS Sears Roebuck Acceptance Corp. 
Debenture-Backed Series 2003-1 Callable Units (``Security''), from 
listing and registration on the New York Stock Exchange, Inc. 
(``NYSE'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    The Board of Directors (``Board'') of the Issuer approved 
resolutions on July 1, 2005, to withdraw the Security from listing and 
registration on NYSE. The Issuer stated that the following reasons 
factored into the Board's decision to withdraw the Security from NYSE. 
First, 100% of the assets of the trust in which the Security evidences 
an undivided beneficial interest are debentures issued by Sears Roebuck 
Acceptance Corp. (``SRAC''). Second, on June 2, 2005, the Commission 
issued an order approving the application of SRCA to voluntarily delist 
its debt securities listed on NYSE.

[[Page 48212]]

After this order was issued, NYSE struck SRAC's securities from listing 
and registration on NYSE. Third, on June 3, 2005, SRAC voluntarily 
filed a Form 15 pursuant to the Act with the Commission to terminate 
registration of its securities with the Commission. As a result, SRAC's 
reporting obligations and the related reporting obligations with 
respect to Sears, Roebuck and Co. as guarantor to SRAC's debt have been 
terminated under the Act. Fourth, as a result of SRAC's termination of 
its reporting obligations under the Act, it is necessary to terminate 
the Issuer's own obligations under the Act with respect to the Security 
in light of the delisting and deregistration of SRAC's securities.
    The Issuer stated that the Security was issued in a particular type 
of asset-backed securities (``ABS'') transaction known as a 
``repackaging'', in which the ABS constitute pass through interests in 
debt of an unrelated third party (``SRAC''). The SATURNS Trust 2003-1 
(``Trust'') has no assets other than SRAC debentures that were 
purchased in the secondary market. The Issuer has no relationship to 
the issuer of the underlying debentures (SRAC) and has no ability to 
make substantive disclosure about SRAC for purposes of the Trust 
reporting obligation in relation to the Security. Instead, the Issuer's 
Security reporting obligation in relation to the Security have referred 
holders of the Security to publicly available reports and financial 
statements in relation to SRAC that were filed by SRAC. Because SRAC 
has ceased its reporting, there are no longer any publicly available 
reports about SRAC to which holders of the Security can be referred. 
Since it is essentially impossible for the Issuer to provide such 
materials because the Issuer has no right to receive such materials 
from SRAC, the documents governing the Security provide that the Trust 
should terminate following a termination of public reporting by the 
SRAC. The Issuer and the Trustee for the Trust have entered into an 
agreement which amended the documents governing the Security to allow, 
as an alternative, that the NYSE listing of the Security can be 
withdrawn and the Issuer can terminate its reporting obligations in 
relation to the Security. Holders of the Security who would prefer to 
have the previous termination terms of the Trust apply in relation to 
their Security are being given a right to opt out of the amendment.
    The Issuer stated in its application that it has complied with 
NYSE's rules governing an issuer's voluntary withdrawal of a security 
from listing and registration by complying with all applicable laws in 
effect in the State of Delaware, and by providing NYSE with the 
required documents governing the removal of securities from listing and 
registration on NYSE.
    The Issuer's application relates solely to the withdrawal of the 
Security from listing on the NYSE and from registration under Section 
12(b) of the Act,\3\ and shall not affect its obligation to be 
registered under Section 12(g) of the Act.\4\
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    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
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    Any interested person may, on or before September 2, 2005, comment 
on the facts bearing upon whether the application has been made in 
accordance with the rules of NYSE, and what terms, if any, should be 
imposed by the Commission for the protection of investors. All comment 
letters may be submitted by either of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml); or
     Send an e-mail to [email protected]. Please include 
the File Number 1-16443; or

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street, NE., Washington, DC 20549-9303.
    All submissions should refer to File Number 1-16443. This file 
number should be included on the subject line if e-mail is used. To 
help us process and review your comments more efficiently, please use 
only one method. The Commission will post all comments on the 
Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). 
Comments are also available for public inspection and copying in the 
Commission's Public Reference Room. All comments received will be 
posted without change; we do not edit personal identifying information 
from submissions. You should submit only information that you wish to 
make available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(1).
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Jonathan G. Katz,
Secretary.
[FR Doc. E5-4421 Filed 8-15-05; 8:45 am]
BILLING CODE 8010-01-P