0001343491-14-000007.txt : 20140331 0001343491-14-000007.hdr.sgml : 20140331 20140331134006 ACCESSION NUMBER: 0001343491-14-000007 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20131231 0001140396 0001140396 FILED AS OF DATE: 20140331 DATE AS OF CHANGE: 20140331 Debt Securities FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATS(SM) TRUST FOR DOMINION RESOURCES, INC. SECURITIES, SERIES 2005-6 CENTRAL INDEX KEY: 0001343491 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32680 FILM NUMBER: 14729105 BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28288 BUSINESS PHONE: 7047152337 MAIL ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28288 10-K 1 strats2005-6_10k.htm strats2005-6_10k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____
 
FORM 10-K
 

 
(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
 
o
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: 333-111858-18, 001-32680
 
Synthetic Fixed-Income Securities, Inc.
 
on behalf of:
 
STRATS(SM) Trust For Dominion Resources, Inc. Securities, Series 2005-6
______________________________________________________
(Exact name of registrant as specified in its charter)
 
Delaware
52-2316339
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)
   
   
301 South College, Charlotte, North Carolina
28288
(Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code: (212) 214-6277
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Name of Registered exchange on which registered
   
STRATS(SM) Certificates, Series 2005-6
New York Stock Exchange (“NYSE”)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1

 
 
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 o  No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o  No x
 
Indicate by check mark whether the 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 o
 
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  x  No o

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.
Not applicable.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”  in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o                    Accelerated filer o
 
Non- accelerated filer x                     Smaller Reporting Company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
Yes o  No x
 
State the aggregate market value of the voting and non-voting common equity  held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:
 
The registrant has no voting stock or class of common stock that is held by non-affiliates.
 
 
DOCUMENTS INCORPORATED BY REFERENCE
 
The following documents are incorporated by reference into Part IV of this Annual Report: The distribution reports to security holders filed on Form 8-K during the fiscal year, in lieu of reports on Form 10-Q, which include the reports filed on Form 8-K listed in Item 15(a) hereto.
 
Introductory Note
 
Synthetic Fixed-Income Securities, Inc. (the “Depositor”) is the Depositor in respect of the STRATS(SM) Trust For Dominion Resources, Inc. Securities, Series 2005-6 (the “Trust”), a common law trust formed pursuant to the Base Trust Agreement, dated as of September 26, 2003, between the Depositor and U.S. Bank Trust National Association,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2

 
 
as trustee (the “Trustee”), as supplemented by the STRATS(SM) Certificates Series Supplement 2005-6 (the “Series Supplement”) dated as of November 21, 2005 in respect of the Trust. The Trust’s assets consist solely of notes issued by Dominion Resources, Inc. The Certificates do not represent obligations of or interests in the Depositor or the Trustee.
 
Pursuant to staff administrative positions established in Corporate Asset Backed Corporation (available August 9, 1995), the Trust is not required to respond to various items of Form 10-K. Such items are designated herein as “Not Applicable.” Distribution reports detailing receipts and distributions by the Trust are filed after each distribution date on Form 8-K in lieu of reports on Form 10-Q.
 
Dominion Resources, Inc., the issuer of the underlying securities, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  For information on Dominion Resources, Inc. please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file number, 001-08489.  The Commission maintains a site on the World Wide Web at “http://www.sec.gov” at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system, or “EDGAR.”  Periodic and current reports and other information required to be filed pursuant to the Exchange Act, by Dominion Resources, Inc. may be accessed on this site.  Neither Synthetic Fixed-Income Securities, Inc. nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein.  Neither Synthetic Fixed-Income Securities, Inc. nor the Trustee has verified the accuracy or completeness of such documents or reports.  There can be no assurance that events affecting the issuer of the underlying securities or the underlying securities themselves have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.
 

 
PART I
 
Item 1. Business.
 
Not Applicable
 
Item 1A. Risk Factors.
 
Not Applicable
 
Item 1B. Unresolved Staff Comments.
 
Not Applicable
 
Item 2. Properties.
 
Not Applicable
 
Item 3. Legal Proceedings.
 
None
 
Item 4. Mine Safety Disclosures.
 
Not Applicable
 
 
 
 
 
 
 
 
 
 
 
 
3

 
 
PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
The Certificates representing investors’ interest in the Trust are represented by one or more physical Certificates registered in the name of “Cede & Co.”, the nominee of The Depository Trust Company.  The Certificates are listed on the NYSE.
 
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.
 
None
 
Item 9A.  Controls and Procedures.
 
Not Applicable
 
Item 9B. Other Information.
 
None
 
 
PART III
 
Item 10. Directors, Executive Officers and Corporate Governance.
 
Not Applicable
 
Item 11. Executive Compensation.
 
Not Applicable
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
Not Applicable
 
Item 13. Certain Relationships and Related Transactions, and Director Independence.
 
None
 
 
 
 
 
 
 
 
 
 
 
 
4

 
 
Item 14. Principal Accounting Fees and Services.
 
Not Applicable
 
 
PART IV
 
Item 15. Exhibits, Financial Statement Schedules.
 
(a)           The following documents have been filed as part of this report.
 
 
1.
Trustee’s Distribution Statements documented on Form 8-K of STRATS(SM) Trust For Dominion Resources, Inc. Securities, Series 2005-6 to the certificateholders for the period from January 1, 2013 through and including December 31, 2013 have been filed with the Securities and Exchange Commission and are hereby incorporated by reference. Filing dates are listed below:
 
Trust Description
Distribution Date
Filed on
     
STRATS(SM) Trust For Dominion Resources, Inc. Securities, Series 2005-6
01-15-2013
02-15-2013
03-15-2013
04-15-2013
05-15-2013
06-17-2013
07-15-2013
08-15-2013
09-16-2013
10-15-2013
11-15-2013
12-16-2013
01-18-2013
02-22-2013
03-20-2013
04-22-2013
05-20-2013
06-21-2013
07-18-2013
08-21-2013
09-23-2013
10-21-2013
11-21-2013
12-20-2013

 
2.
None
 
 
3.
Exhibits:
 
 
31.1 – Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
99.1 – Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
99.2 – Report of Aston Bell, CPA.
 
 
99.3 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.4 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.5 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
 
 
 
 
 
 
 
 

 
 
5

 
 
 
99.6 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.7 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.8 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.9 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.10 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.11 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.12 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.13 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
 
99.14 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
 
(b)           See Item 15(a) above.
 
(c)           Not Applicable.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6

 
 
SIGNATURE
 
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.
 
 
Synthetic Fixed-Income Securities, Inc.,
  as Depositor for the Trust
   
   
   
 
By:        /s/ William Threadgill                              
  Name:  William Threadgill
  Title:    President
 
 
 
Dated:  March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 

 
 
7

 
 
EXHIBIT INDEX
 
 
Reference
Number per
Item 601 of
Regulation SK
Description of Exhibits
Exhibit
Number in this
Form 10-K
 
 
(31.1)
Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1
 
 
(99.1)
Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.1
 
 
(99.2)
Report of Aston Bell, CPA.
99.2
 
 
(99.3)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.3
 
 
(99.4)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.4
 
 
(99.5)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.5
 
 
(99.6)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.6
 
 
(99.7)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.7
 
 
(99.8)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.8
 
 
(99.9)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.9
 
 
(99.10)
Registrant’s Current Report on Form 8-K filed
99.10
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8

 
 
    with the Securities and Exchange Commission on August 21, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.    
 
(99.11)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.11
 
 
(99.12)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.12
 
 
(99.13)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.13
 
 
(99.14)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2013, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.14
 
 
 
 
 
 
 
 
 

 
 
9
EX-31.1 2 ex31-1.htm ex31-1.htm
Exhibit 31.1
 
 
CERTIFICATION
 
I, William Threadgill, certify that:
 
 
1.
I have reviewed this annual report on Form 10-K in respect of the STRATS(SM) Trust For Dominion Resources, Inc. Securities, Series 2005-6 (the “Trust”) and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report of the Trust;
 
 
2.
Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
 
 
3.
Based on my knowledge, the distribution or servicing information required to be provided to the Depositor by the Trustee under the trust agreement for inclusion in these reports is included in the Exchange Act periodic reports;
 
 
4.
I am responsible for reviewing the activities performed by the Depositor and the Trustee under the trust agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the Depositor and Trustee have each fulfilled its obligations under that agreement; and
 
 
5.
The reports disclose all significant deficiencies relating to the compliance by the Trustee and the Depositor with the minimum servicing or similar standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the trust agreement that is included in these reports.
 
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: U.S. Bank Trust National Association, as Trustee.
 
Date: March 31, 2014
 
             /s/ William Threadgill                    
Name:  William Threadgill
Title:    President
EX-99.1 3 ex99-1.htm ex99-1.htm
Exhibit 99.1
 
 
ANNUAL COMPLIANCE REPORT
 
I, Janet P. O’Hara, being an officer of U.S. Bank Trust National Association, the Trustee in respect of the STRATS(SM) Trust For Dominion Resources, Inc. Securities, Series 2005-6 (the “Trust”), certify that:
 
 
1.
I have reviewed this annual report on Form 10-K in respect of the Trust, and all reports on Form 8-K filed by the Trustee in respect of the Trust and all distribution or servicing reports filed in respect of the Trust during the 2013 calendar year;
 
 
2.
Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
 
 
3.
Based on my knowledge, the distribution information required to be provided to the certificateholders by the Trustee under the trust agreement for inclusion in these reports is included in these reports;
 
 
4.
I am responsible for reviewing the activities performed by the Trustee, under the trust agreement and based on my knowledge, except as disclosed in this annual report, the Trustee has fulfilled its obligations under that agreement; and
 
 
5.
The reports disclose all significant deficiencies relating to the Trustee’s compliance with the minimum servicing or similar standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the trust agreement, that is included in these reports.
 
Date: March 31, 2014
 
By:        /s/ Janet P. O’Hara                          
Janet P. O’Hara, Vice President
EX-99.2 4 ex99-2.htm ex99-2.htm
Exhibit 99.2
 
[Letterhead of Aston Bell, CPA]

Independent Accountant’s Report


Synthetic Fixed-Income Securities, Inc. (as Depositor)
One Wells Fargo Center
301 South College Street
Charlotte, NC 28288

U.S. Bank Trust National Association (as Trustee)
Corporate Trust Department
100 Wall Street
New York, NY 10005


 
Re:
STRATS Trust For Dominion Resources, Inc. Securities, Series 2005-6 (the “Trust”)
 
Ladies and Gentlemen:

We have examined assertions of Synthetic Fixed-Income Securities, Inc. (the “Depositor”) and U.S. Bank Trust National Association, (the “Trustee” and together with the Depositor, the “Management”) that the Depositor and the Trustee have complied, in all material respects, with the provisions of the Base Trust Agreement dated as of September 26, 2003, as supplemented by a series supplement dated as of November 21, 2005 (together, the “Trust Agreement”), in respect of the STRATS Trust For Dominion Resources, Inc. Securities, Series 2005-6 (the “Trust”), during the period covered by the annual report on Form 10-K filed by the Depositor on behalf of the Trust for the year ended December 31, 2013 (the “Annual Report”).  Management is responsible for compliance with the Trust Agreement. Our responsibility is to express an opinion on Management’s assertions based on our examination.

Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Depositor’s and the Trustee’s compliance with the Trust Agreement and performing such other procedures as considered necessary in the circumstances.  We believe that our examination provides a reasonable basis for our opinion.

In our opinion, the Depositor and the Trustee have complied, in all material respects, with the Trust Agreement during the period covered by the Annual Report and Management’s assertions with respect to such compliance are fairly stated, in all material respects, for the year ended December 31, 2013.


/s/ Aston Bell, CPA

New York, New York
March 14, 2014