8-K 1 sat00205_200301.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: January 15, 2003
(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 semi-annual
distribution reported to holders of SATURNS Trust No. 2002-5,
which was made on January 15, 2003 .

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

(c) Exhibits

Exhibit No. Description

99.1 Semi-Annual distribution report pursuant to
the Trust Agreement for distribution on
January 15, 2003.

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

January 28, 2003

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

STATEMENT DATE:

01/15/2003

SAFECO CAPITAL SECURITY BACKED

PAYMENT DATE:

01/15/2003

135 S. LASALLE STREET SUITE 1625

CHICAGO, IL 60603-4159

USA

SERIES 2002-5

PRIOR PAYMENT:

07/15/2002

NEXT PAYMENT:

07/15/2003

RECORD DATE:

01/01/2003

ABN AMRO ACCT: 67-9000-80-2

ADMINISTRATOR:

REPORTING PACKAGE TABLE OF CONTENTS

ANALYST:

ANDY STREEPEY (312) 904-9387

GERALD BROOKS 714-238-6714

ANDY.STREEPEY@ABNAMRO.COM

GERALD.BROOKS@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_200301_3.ZIP

OTHER RELATED INFORMATION

PAGE 5

REALIZED LOSS DETAIL

PAGE 6

RATING INFORMATION

PAGE 7

PARTIES TO THE TRANSACTION

DEPOSITOR: MSDW STRUCTURED ASSET CORP.

UNDERWRITER: MORGAN STANLEY DEAN WITTER

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

INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES

LASALLE WEB SITE

WWW.ETRUSTEE.NET

LASALLE FACTOR LINE

(800) 246-5761

01/14/2003 - 12:04 (H895) 2003 LASALLE BANK N.A.

PAGE 1 OF 7

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

SAFECO CAPITAL SECURITY BACKED

STATEMENT DATE:

01/15/2003

SERIES 2002-5

PAYMENT DATE:

01/15/2003

WAC:

49.500000%

PRIOR PAYMENT:

07/15/2002

NEXT PAYMENT:

07/15/2003

WAMM:

414

RECORD DATE:

01/01/2003

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

1,063,940.63

0.00

8.25000000%

80410B200

1000.000000000

0.000000000

1000.000000000

41.250000194

0.000000000

FIXED

TOTAL

25,792,500.00

0.00

25,792,500.00

1,063,940.63

0.00

TOTAL P&I PAYMENT

1,063,940.63

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

01/14/2003 - 12:04 (H895) 2003 LASALLE BANK N.A.

PAGE 2 OF 7





		ABN AMRO

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


*CASH RECONCILIATION SUMMARY*



				INTEREST SUMMARY								PRINCIPAL SUMMARY																				SERVICING FEE SUMMARY
				CURRENT SCHEDULED INTEREST		1,063,940.63				SCHEDULED PRINCIPAL:
				LESS DEFERRED INTEREST		0.00				CURRENT SCHEDULED PRINCIPAL							0.00										CURRENT SERVICING FEES									0.00
				LESS PPIS REDUCING SCHEDULED INT		0.00																					PLUS FEES ADVANCED FOR PPIS									0.00
										ADVANCED SCHEDULED PRINCIPAL							0.00										LESS REDUCTION FOR PPIS									0.00
				PLUS GROSS ADVANCE INTEREST		0.00				SCHEDULED PRINCIPAL										0.00
				LESS ASER INTEREST ADV REDUCTION					0.00																		PLUS DELINQUENT SERVICING FEES									0.00
				LESS OTHER INTEREST NOT ADVANCED		0.00				UNSCHEDULED PRINCIPAL:
				LESS OTHER ADJUSTMENT		0.00				CURTAILMENTS							0.00											TOTAL SERVICING FEES									0.00
										PREPAYMENTS IN FULL							0.00
				TOTAL		1,063,940.63
				UNSCHEDULED INTEREST:						LIQUIDATION PROCEEDS							0.00
										REPURCHASE PROCEEDS							0.00
				PREPAYMENT PENALTIES		0.00
				YIELD MAINTENANCE PENALTIES		0.00				OTHER PRINCIPAL PROCEEDS							0.00
				OTHER INTEREST PROCEEDS		0.00				TOTAL UNSCHEDULED PRINCIPAL											0.00
				TOTAL		0.00				REMITTANCE PRINCIPAL							0.00

				LESS FEE PAID TO SERVICER		0.00					REMITTANCE P&I DUE TRUST								1,063,940.63
				LESS FEE STRIPS PAID BY SERVICER		0.00
											REMITTANCE P&I DUE CERTS							1,063,940.63
				LESS FEES & EXPENSES PAID BY/TO SERVICER																											PPIS SUMMARY
				SPECIAL SERVICING FEES			0.00						POOL BALANCE SUMMARY
				WORKOUT FEES		0.00										BALANCE								COUNT			GROSS PPIS									0.00
				LIQUIDATION FEES		0.00
										BEGINNING POOL				25,792,500.00									1				REDUCED BY PPIE									0.00
				INTEREST DUE SERV ON ADVANCES		0.00				SCHEDULED PRINCIPAL				0.00													REDUCED BY SHORTFALLS IN FEES									0.00
				NON RECOVERABLE ADVANCES		0.00				UNSCHEDULED PRINCIPAL				0.00								0					REDUCED BY OTHER AMOUNTS									0.00
				MISC. FEES & EXPENSES		0.00				DEFERRED INTEREST				0.00
										LIQUIDATIONS				0.00								0					PPIS REDUCING SCHEDULED INTEREST									0.00
																									PPIS REDUCING SERVICING FEE									0.00
				TOTAL UNSCHEDULED FEES & EXPENSES		0.00				REPURCHASES				0.00								0
				TOTAL INTEREST DUE TRUST		1,063,940.63				ENDING POOL					25,792,500.00							1						PPIS DUE CERTIFICATE									0.00
				LESS FEES & EXPENSES PAID BY/TO TRUST																										ADVANCE SUMMARY (ADVANCE MADE BY )
																									PRINCIPAL			INTEREST
				TRUSTEE FEE		0.00
				FEE STRIPS		0.00																							PRIOR OUTSTANDING					0.00							0.00
				MISC. FEES		0.00
				INTEREST RESERVE WITHHOLDING		0.00																							PLUS CURRENT PERIOD					0.00					0.00
				PLUS INTEREST RESERVE DEPOSIT		0.00																							LESS RECOVERED					0.00						0.00
				TOTAL				0.00																					LESS NON RECOVERED					0.00						0.00
																									ENDING OUTSTANDING			0.00							0.00
				TOTAL INTEREST DUE CERTS		1,063,940.63


		01/14/2003 - 12:04 (H895) 2003 LASALLE BANK N.A.																																				PAGE 3 OF 7

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

SAFECO CAPITAL SECURITY BACKED

STATEMENT DATE:

01/15/2003

PAYMENT DATE:

01/15/2003

SERIES 2002-5

PRIOR PAYMENT:

07/15/2002

NEXT PAYMENT:

07/15/2003

RECORD DATE:

01/01/2003

ABN AMRO ACCT: 67-9000-80-2

BOND INTEREST RECONCILIATION

DEDUCTIONS

ADDITIONS

REMAINING

ACCRUAL

PASS

ACCRUED

DEFERRED &

PRIOR

INT ACCRUAL

PREPAY-

OTHER

DISTRIBUTABLE

INTEREST

CURRENT PERIOD

OUTSTANDING

CREDIT SUPPORT

THRU

CERTIFICATE

ALLOCABLE

ACCRETION

INTEREST

INT. SHORT-

ON PRIOR

MENT

INTEREST

CERTIFICATE

PAYMENT

(SHORTFALL)/

INTEREST

CLASS

METHOD DAYS

RATE

INTEREST

PPIS

INTEREST

LOSS/EXP

FALLS DUE

SHORTFALL (3)

PENALTIES

PROCEEDS (1)

INTEREST (2)

AMOUNT

RECOVERY

SHORTFALLS

ORIGINAL

CURRENT(4)

UNIT

30/360

180

8.250000000%

1,063,940.63

0.00

1,063,940.63

0.00

1,063,940.63

0.00

1,063,940.63

0.00

(1) OTHER INTEREST PROCEEDS ARE ADDITIONAL INTEREST AMOUNTS SPECIFICALLY ALLOCATED TO THE BOND(S) AND USED IN DETERMINING THE BONDS DISTRIBUTABLE INTEREST.

(2) ACCRUED - DEDUCTIONS + ADDITIONS INTEREST

(3) WHERE APPLICABLE.

(4) 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 7

01/14/2003 - 12:04 (H895) 2003 LASALLE BANK N.A.

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

SAFECO CAPITAL SECURITY BACKED

STATEMENT DATE:

01/15/2003

SERIES 2002-5

PAYMENT DATE:

01/15/2003

PRIOR PAYMENT:

07/15/2002

NEXT PAYMENT:

07/15/2003

RECORD DATE:

01/01/2003

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%

01/14/2003 - 12:04 (H895) 2003 LASALLE BANK N.A.

PAGE 5 OF 7

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

STATEMENT DATE:

01/15/2003

SAFECO CAPITAL SECURITY BACKED

PAYMENT DATE:

01/15/2003

SERIES 2002-5

PRIOR PAYMENT:

07/15/2002

NEXT PAYMENT:

07/15/2003

RECORD DATE:

01/01/2003

ABN AMRO ACCT: 67-9000-80-2

REALIZED LOSS DETAIL

BEGINNING

SCHEDULED

BALANCE

GROSS PROCEEDS

AS A % OF

SCHED. BALANCE

AGGREGATE

LIQUIDATION

EXPENSES *

NET

LIQUIDATION

PROCEEDS

NET PROCEEDS

AS A % OF

SCHED. BALANCE

PERIOD

DISCLOSURE

CONTROL #

APPRAISAL

DATE

APPRAISAL

VALUE

GROSS

PROCEEDS

REALIZED

LOSS

CURRENT TOTAL

CUMULATIVE

* AGGREGATE LIQUIDATION EXPENSES ALSO INCLUDE OUTSTANDING P&I ADVANCES AND UNPAID SERVICING FEES, UNPAID TRUSTEE FEES, ETC..

01/14/2003 - 12:04 (H895) 2003 LASALLE BANK N.A.

PAGE 6 OF 7

ABN AMRO

LASALLE BANK

N.A.

STRUCTURED ASSET TRUST UNITS REPACKAGINGS (SATURNS)

SAFECO CAPITAL SECURITY BACKED

STATEMENT DATE:

01/15/2003

SERIES 2002-5

PAYMENT DATE:

01/15/2003

PRIOR PAYMENT:

07/15/2002

NEXT PAYMENT:

07/15/2003

RECORD DATE:

01/01/2003

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.

01/14/2003 - 12:04 (H895) 2003 LASALLE BANK N.A.

PAGE 7 OF 7

MS STRUCTURED SATURNS SERIES 2002-5 8-K