UNITED STATES
FORM 10‑K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2015
or
| ☐ | 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: 333-111858-15, 001-32633
Synthetic Fixed-Income Securities, Inc.
on behalf of:
STRATS Trust For Goldman Sachs Capital I Securities, Series 2005-3
(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 Certificates, Series 2005-3 | New York Stock Exchange (“NYSE”) |
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.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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.
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 ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑KS-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‑K10-K or any amendment to this Form 10‑K.
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 ☐ | Accelerated filer ☐ |
| Non- accelerated filer ☒ | Smaller Reporting Company ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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‑K8-K during the fiscal year, in lieu of reports on Form 10‑Q,10-Q, which include the reports filed on Form 8‑K8-K listed in Item 15(a) hereto.
Introductory Note
Synthetic Fixed-Income Securities, Inc. (the “Depositor”) is the Depositor in respect of the STRATS Trust For Goldman Sachs Capital I Securities, Series 2005-3 (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, as trustee (the “Trustee”), as supplemented by the STRATS Certificates Series Supplement 2005-3 (the “Series Supplement”) dated as of September 30, 2005 in respect of the Trust. The Trust’s assets consist solely of notes issued by Goldman Sachs Capital I. 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.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‑K8-K in lieu of reports on Form 10‑Q.
The Goldman Sachs Group, Inc. (“Goldman”), the issuer of the junior subordinated debentures, the sole assets held by 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 Goldman please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file nu
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
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
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 |
| Trust Description | Distribution Date | Filed on |
| STRATS Trust For Goldman Sachs Capital I Securities, Series 2005-3 | 02-16-2016 03-15-2016 04-15-2016 05-16-2016 06-15-2016 07-15-2016 08-15-2016 09-15-2016 10-17-2016 11-15-2016 12-15-2016 | |
02-23-2016 03-24-2016 04-25-2016 05-23-2016 06-24-2016 07-25-2016 08-26-2016 09-26-2016 10-25-2016 11-22-2016 12-27-2016 |
| 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.
5
99.6 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2015,25, 2016, as further described in Item 15(a)(1) above, is incorporated herein by reference.
(b) See Item 15(a) above.
(c) Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d)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/ Barbara Garafalo | |||
| Name: | Barbara Garafalo | |||
| Title: | Vice President | |||
Dated: March 31, 2017
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 27, 2016, 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 23, 2016, 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 24, 2016, 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 25, 2016, 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 23, 2016, 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 24, 2016, 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 25, 2016, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.9 |
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. | |
| (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 23, 2015, 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 24, 2015, 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 23, 2015, 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 23, 2015, 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 22, 2015, 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 22, 2015, 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 20, 2015, 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 with the Securities and Exchange Commission on August 21, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.10 |
| (99.11) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2015, 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 20, 2015, 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 19, 2015, 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 22, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.14 |
| (99.10) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2016, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.10 |
| (99.11) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2016, 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 25, 2016, 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 22, 2016, 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 27, 2016, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.14 |