-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CgKpsvoZNBx9ulEst16DgVkazQzYsyBG+H4lxBOw7oAdMjrKQYvQt4ArY+qEECHD Mh/M4ZNmba1LaRGuOlnmAg== 0001282695-10-000154.txt : 20100331 0001282695-10-000154.hdr.sgml : 20100331 20100330203405 ACCESSION NUMBER: 0001282695-10-000154 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100331 DATE AS OF CHANGE: 20100330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Select Notes Trust LT 2004-1 CENTRAL INDEX KEY: 0001293234 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32226 FILM NUMBER: 10715692 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128346000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 10-K 1 group_05-07.htm ANNUAL REPORT group_05-07.htm - Generated by SEC Publisher for SEC Filing

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10‑K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

(Mark One)

 

[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

                For the fiscal year ended December 31, 2009

 

or

 

[   ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES AND EXCHANGE ACT OF 1934

 

                For the transition period from ____ to ____

 

Commission File Number 001-32226

 

STRUCTURED OBLIGATIONS CORPORATION,

(Exact name of registrant as specified in its charter)

 

Delaware

 

13-3692801

(State or other jurisdiction of incorporation)

 

(I.R.S. employer identification no.)

 

 

 

 

 

 

270 Park Avenue, New York, New York

 

10017

(Address of principal executive offices)

 

(Zip code)

 

Registrant's telephone number, including area code: (212) 270-2353

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Select Notes Trust Long Term Certificates, Series 2004-1

 

American Stock Exchange

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

__

 

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

__

 

No

X

 

 


 

 

Indicate by check mark whether the Registrant has (1) 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 have filed such reports) and (2) has been subject to such filing requirements for the past 90 days. 

Yes

X [1]

 

No

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

               

Yes

   X  

 

No

     

 

                                                [Rule 405 of Regulation S-T is not applicable.]

 

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. [ X]

 

                                                                                 [Item 405 of Regulation S-K is not applicable.]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one)

 

                    Large accelerated filer ____­           Accelerated filer ____ Non-accelerated filer __X__

 

Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Act).

Yes

 

 

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.

 

As of the date of this report, all of the common stock of the Registrant is held by J. P. Morgan Securities Holdings Inc.

 

 

 

 


[1] Pursuant to staff administrative positions established in the no-action letter Corporate Asset Backed Corporation (“CABCO”) (available August 9, 1995), the Depositor is not required to respond to various items of Form 10-K.  Such items are designated herein as “Not Applicable”.

 


 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The distribution reports to security holders filed on Form 8-K during the fiscal year in lieu of reports on Form 10-Q which includes the reports filed on Form 8-K listed in Item 15(b) hereto.

Introductory Note

 

Structured Obligations Corporation (the “Trustor”) is the Trustor under the Base Trust Agreement between the Trustor and U.S. Bank National Association, as Trustee (the “Trustee”), as supplemented by the Select Notes Trust Supplement LT 2004-1 by and between the Trustor and the Trustee, providing for the issuance of the Select Notes Trust Long Term Certificates Series 2004-1 (the “Certificates”) and is the Trustor for the Certificates (the “Registrant”).  The Certificates do not represent obligations of or interests in the Trustor or the Trustee

 

Each issuer of an underlying security, or guarantor thereof, or successor thereto, as applicable, which represents ten percent (10%) or more of the trust is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For information on any such issuer of underlying securities, or guarantor thereof, or successor thereto, as applicable, please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”). Such reports and other information required to be filed pursuant to the Exchange Act, by such issuer of underlying securities, or guarantor thereof, or successor thereto, as applicable, may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission a lso 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.” Neither the Depositor 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 the Depositor nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting any such issuer of underlying securities, or guarantor thereof, or successor thereto, as applicable, or the underlying securities have not occurred or have not yet been publicly disclosed that would affect the accuracy or completeness of the publicly available documents described above. The chart below lists each issuer or guarantor, or successor thereto, of the un derlying securities, that reports and its respective Exchange Act file number.

 

 


 

 

Underlying Securities Issuer or Guarantor, or Successor thereto

Exchange Act File Number

CenturyTel, Inc.

001-07784

Daimler AG (guarantor of the underlying securities issued by DaimlerChrysler North America Holding Corporation)

 

001-14561

Time Warner Inc.

001-15062

General Electric Capital Corporation

 

001-06461

Credit Suisse Group AG (guarantor of the underlying securities issued by Credit Suisse First Boston (USA), Inc.)

001-15244

The Boeing Company

 

001-00442

DTE Energy Company

 

001-11607

Citigroup Inc.

001-09924

United States Cellular Corporation

 

001-09712

Pfizer, successor by merger to Wyeth

 

001-03619

 

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                  

                        The Registrant is not subject to any material pending legal proceedings.

                       

Item 4.             Submission of Matters To A Vote of Security Holders

                        None

 


 

 

  PART II

 

Item 5.             Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities                    

The Certificates issued by and representing investors’ interest in the Select Notes Trust LT 2004-1 (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 following Certificates are listed on the exchange identified below:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Select Notes Trust Long Term Certificates, Series 2004-1

American Stock Exchange

 

 

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

                        None

 

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 and Executive Officers of the Registrant

                        None

 

Item 11.           Executive Compensation

                        Not Applicable

 

Item 12.           Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

                        Information required by Item 201(d) of Regulation S-X:  Not Applicable

                        Information required by Item 403 of Regulation S-X:  None

 

Item 13.           Certain Relationships and Related Transactions

                        None

 

Item 14.           Principal Accounting Fees and Services

                        Not Applicable

 

PART IV

 

Item 15.           Exhibits, Financial Schedules

                       

               (a) The following documents have been filed as part of this Report.

                    

                     3.  Exhibits:

31.1 – Certification by the President 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.

 

99.2 – Report of Rubin Brown LLP

 

            (b)  The Form 8-Ks of the Select Notes Trust LT 2004-1 (the “Trust”) which relate to periods covered by this annual report include (i) the Trust’s Current Report on Form 8-K for the distribution date occurring on January 2, 2009 and filed on January 6, 2009 (ii) the Trust’s Current Report on Form 8-K for the distribution date occurring on February 2, 2009 and filed on February 6, 2009 (iii)  the Trust’s Current Report on Form 8-K for the distribution date occurring on March 2, 2009 and filed on March 6, 2009 (iv) the Trust’s Current Report on Form 8-K for the distribution date occurring on April 1, 2009 and filed on April 3, 2009, (v) the Trust’s Current Report on Form 8-K for t he distribution date occurring on May 1, 2009 and filed on May 5, 2009 (vi) the Trust’s Current Report on Form 8-K for the distribution date occurring on June 1, 2009 and filed on June 10, 2009 (vii) the Trust’s Current Report on Form 8-K for the distribution date occurring on July 1, 2009

 


 

and filed on July 9, 2009 (viii) the Trust’s Current Report on Form 8-K for the distribution date occurring on August 3, 2009 and filed on August 3, 2009 (ix) the Trust’s Current Report on Form 8-K for the distribution date occurring on September 1, 2009 and filed on September 3, 2009, (x) the Trust’s Current Report on Form 8-K for the distribution date occurring on October 1, 2009 and filed on October 8, 2009 (xi) the Trust’s Current Report on Form 8-K for the distribution date occurring on November 2, 2009 and filed on November 6, 2009, and (xii) the Trust’s Current Report on Form 8-K for the distribution date occurring on December 1, 2009 and filed on December 8, 2009.

 

 

               (c)  None

               (d)  Not Applicable.

 

 


 

 

 

SIGNATURES

 

 

 

                        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.

 

STRUCTURED OBLIGATIONS CORPORATION,
as trustor for the Trust Registrant

 

 

 

 

By:      /s/ Chadwick S. Parson                      

Name:  Chadwick S. Parson

Title:     Managing Director and President

(senior officer in charge of securitization
function of the Depositor)

 

 

 

Dated:  March 30, 2010

 

 


 


EX-31.1 2 exhibit31-1.htm CERTIFICATION BY THE PRESIDENT OF THE REGISTRANT PURSUANT exhibit31-1.htm - Generated by SEC Publisher for SEC Filing

 

Exhibit 31.1

 

CERTIFICATION

 

I, Chadwick S. Parson, certify that:

 

1.            I have reviewed this annual report on Form 10-K, 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 Select Notes Trust LT 2004-1;

 

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 pooling and servicing, or similar agreement, for inclusion in these reports is included in these reports;

 

4.            I am responsible for reviewing the activities performed by the depositor and the trustee under the pooling and servicing, or similar 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 the trustee have each fulfilled its obligations under that agreement.

 

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 pooling and servicing, or similar 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 parties: U.S. Bank Trust National Association.

 

 

By:      /s/ Chadwick S. Parson                      

Name:  Chadwick S. Parson

Title     Managing Director and President  

Structured Obligations Corporation

(senior officer in charge of securitization
function of the Depositor)

Date:  March 30, 2010

 


EX-99.1 3 exhibit99-1.htm ANNUAL COMPLIANCE REPORT exhibit99-1.htm - Generated by SEC Publisher for SEC Filing

 

Exhibit 99.1

CERTIFICATION

 

The undersigned, being an officer of U.S. Bank Trust National Association, as trustee (the “Trustee”) of the Select Notes Trust LT 2004-1 (the “Trust”) hereby makes the following certifications for inclusion as an exhibit to the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2009 (the “Annual Report”):

 

1.         The Trustee is the trustee under the Trust’s trust agreement.

 

2.         Based on my knowledge, for the period covered by the Annual Report, the Trustee has fulfilled its obligations under the Trust’s trust agreement.

 

 

 

By:   /s/ Beverly A Freeney                

Name:   Beverly A. Freeney

Title:     Vice President

Date:     March 30, 2010

 


EX-99.2 4 exhibit99-2.htm REPORT OF RUBIN BROWN LLP exhibit99-2.htm - Generated by SEC Publisher for SEC Filing

 

Exhibit 99.2

 

Report Of Independent

Registered Public Accounting Firm

 

 

To the Board of Directors

Structured Obligations Corporation

New York, New York

 

 

We have examined the compliance of Structured Obligations Corporation

(Depositor) and U.S. Bank National Association (Trustee) with the Base Trust

Agreement and the Select Notes Trust Supplement LT 2004-1 (the Agreements)

relating to the administration of the underlying securities and related credit

support deposited in or held by the Select Notes Trust LT 2004-1 for the year ended

December 31, 2009. Depositor’s management is responsible for compliance with

those requirements. Our responsibility is to express an opinion on compliance with

the Agreements based on our examination.

 

Our examination was conducted in accordance with the standards of the Public

Company Accounting Oversight Board (United States) and, accordingly, included

examining, on a test basis, evidence about Depositor’s and Trustee’s compliance

with those requirements described above and performing such other procedures as

we considered necessary in the circumstances. We believe that our examination

provides a reasonable basis for our opinion. Our examination does not provide a

legal determination of Depositor’s and Trustee’s compliance with specified

requirements.

 

In our opinion, Depositor and Trustee complied, in all material respects, with the

requirements described above of the Agreements for the year ended December 31,

2009.

 

This report is intended solely for the information and use of Structured Obligations

Corporation, U.S. Bank National Association, the Securities and Exchange

Commission and the Certificate Holders of the Select Notes Trust LT 2004-1, and is

not intended to be, and should not be used by anyone other than those specified

parties.

 

 

/s/ RubinBrown LLP  

St. Louis, Missouri

March 2, 2010

 

 

 


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