SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2007
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 Number of issuing entity: 1-32822
STRATS(SM) TRUST FOR PROCTER & GAMBLE SECURITIES, SERIES 2006-1
(Exact name of issuing entity as specified in its charter)
SYNTHETIC FIXED-INCOME SECURITIES, INC.
(Exact name of depositor and sponsor as specified in its charter)
New York
(State of incorporation or 52-2316399
organization of the issuing entity) (IRS Employer Identification No.)
One Wachovia Center
301 S. College Street
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Charlotte, North Carolina 28288 (704) 374-6611
(Address of principal executive offices) (Zip Code) (Telephone Number)
SECURITIES REGISTERED PURSUANT
TO SECTION 12(b) OF THE ACT:
Title of Class Name of Registered Exchange
-------------- ---------------------------
STRATS (SM) Certificates,
Series 2006-1 New York Stock Exchange ("NYSE")
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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 [X] No
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 [X] No
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.
[X] Yes [_] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss. 229.405 of this chapter) 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. [X]
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 definition of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [X] Smaller Reporting Company [_]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
[_] Yes [X] No
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.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference
and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy information statement; and, (3) Any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980).
None.
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PART I
The following Items have been omitted in accordance with General Instruction J
to Form 10-K:
Item 1. Business.
Item IA. Risk Factors.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 1B. Unresolved Staff Comments
None.
PART II
The following Items have been omitted in accordance with General Instruction J
to Form 10-K:
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreement with Accountants on Accounting
and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
None.
PART III
The following Items have been omitted in accordance with General Instruction J
to Form 10-K:
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
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Item 13. Certain Relationships and Related Transactions.
Item 14. Principal Accountant Fees and Services.
Substitute information provided in accordance with General Instruction J to
Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial
Information).
The Procter & Gamble Company, the issuer of the underlying
securities, is subject to the information reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"). For information on The
Procter & Gamble Company please see its periodic and current reports filed
with the Securities and Exchange Commission (the "Commission") under its
Exchange Act file number, 001-00434. 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 The Procter &
Gamble Company 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.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except
for Certain Derivatives Instruments (Financial Information).
None.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial
Information).
None.
Item 1117 of Regulation AB. Legal Proceedings.
There are no legal proceedings pending, or any proceedings known to
be contemplated, by governmental authorities against the depositor, the
Trustee or the issuing entity, or any property thereof, that is material to
the holders of the Certificates.
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related
Transactions.
In accordance with the Instruction to Item 1119, affiliations and
certain relationships and related transactions are described below in response
to this item.
Wachovia Bank, National Association ("Wachovia Bank") is the "Swap
Counterparty" with respect to its obligations under the ISDA Master Agreement
including the Schedule thereto and a confirmation thereunder, by and among the
Swap Counterparty and the issuing entity, dated as of February 28, 2006.
Wachovia Bank is an affiliate of Synthetic Fixed-Income Securities, Inc., the
sponsor of the issuing entity and the depositor of the issuing entity and
Wachovia Capital Markets, LLC, who acted as an underwriter of the Certificates
issued by the issuing entity.
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The Trustee is unaffiliated with, but may have normal banking
relationships with, the sponsor, the depositor and their respective
affiliates.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
The Trustee has been identified as a party participating in the servicing
function during the reporting period with respect to the pool assets held by
the issuing entity. The Trustee's report on an assessment of compliance with
the servicing criteria applicable to it during the issuing entity's fiscal
year ending December 31, 2007 and an attestation report by a registered
independent public accounting firm regarding the Trustee's related report on
assessment are attached as exhibits to this Form 10-K. The report on
assessment and related attestation report have identified material instances
of noncompliance with the servicing criteria set forth in Item 1122(d)(2)(i)
of Regulation AB, as described in each such report.
While Regulation AB does not contemplate identifying noncompliance on an
individual transaction basis, the Trustee has verbally confirmed to the
depositor that no instances of noncompliance with Regulation AB were
discovered with respect to the STRATS trusts that were part of the statistical
sample used in preparing the Trustee's report. The Trustee has informed the
depositor that the Trustee cannot provide any assurances that had an analysis
been done of each and every transaction included in the platform (including
all STRATS trusts forming part of the platform), that additional instances of
noncompliance would not have been discovered. However, the Trustee has
informed the depositor that it has no reason, based on the sampling and
analysis done, to believe that there are any instances of noncompliance with
those STRATS trusts that were not part of the sampling procedures.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The Trustee has provided a compliance statement, signed by an
authorized officer, attached as an exhibit to this Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) List of Documents Filed as Part of this Report
(1) Not Applicable.
(2) Not Applicable.
(3) See Item 15 (b), below.
(b) Exhibits Required by Item 601 of Regulation S-K.
4.1 Series Supplement, dated as of February 28, 2006 (incorporated by
reference to Exhibit 4.1 of the Issuing Entity's Current Report on
Form 8-K filed on March 14, 2006).
31.1 Rule 13a-18/15d-18 Certification (Section 302 Certification).
33.1 Report on Assessment of Compliance with Applicable Servicing Criteria
of The Bank of New York for the year ended December 31, 2007.
34.1 Independent Accountants' Attestation Report concerning servicing
activities of The Bank of New York for the year ended December 31,
2007.
35.1 Compliance Statement of The Bank of New York for the year ended
December 31, 2007.
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(c) Omitted.
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SIGNATURES
Pursuant to the requirements of Section 13 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.
(Depositor)
Dated: March 28, 2008 By: /s/ James Whang
--------------------------------------
James Whang
Director
(senior officer in charge
of securitization of the depositor)
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Series Supplement, dated February 28, 2006 (incorporated by
reference to Exhibit 4.1 to the Issuing Entity's Current
Report on Form 8-K filed on March 14, 2006).
31.1 Rule 13a-18/15d-18 Certification (Section 302 Certification).
33.1 Report on Assessment of Compliance with Applicable Servicing
Criteria of The Bank of New York for the year ended December
31, 2007.
34.1 Independent Accountants' Attestation Report concerning
servicing activities of The Bank of New York for the year
ended December 31, 2007.
35.1 Servicer Compliance Statement of The Bank of New York for the
year ended December 31, 2007.
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