-----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, Ny5rmCt8knN9mxLwz+vftHm6mBegaYIbP7jlXMgYrbFgNxHiX2wFpDBaG5MTKB2z uTLxNfiF7+TtJmqLDJC38A== 0000905148-08-001975.txt : 20080328 0000905148-08-001975.hdr.sgml : 20080328 20080328150325 ACCESSION NUMBER: 0000905148-08-001975 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATS SM TRUST FOR WAL-MART STORES, INC. SECURITIES, SERIES 2005-4 CENTRAL INDEX KEY: 0001340909 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32648 FILM NUMBER: 08718825 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 efc8-0601_6561444fm10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 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 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 Numbers: 333-111858-16, 001-32648 Synthetic Fixed-Income Securities, Inc. on behalf of: STRATS(SM) Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 52-2316339 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 301 South College, Charlotte, North Carolina 28288 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 383-7727 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of Registered exchange on which registered - ------------------- ----------------------------------------------- STRATS(SM) Certificates, New York Stock Exchange ("NYSE") Series 2005-4 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: (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 [_] 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 large accelerated filer, an accelerated filer or a non-accelerated filer. See the 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 a 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: 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 Wal-Mart Stores, Inc. Securities, Series 2005-4 (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(SM) Certificates Series Supplement 2005-4 (the "Series Supplement") dated as of October 17, 2005 in respect of the Trust. The Trust's assets consist solely of notes issued by Wal-Mart Stores, 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. 2 Wal-Mart Stores, 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 Wal-Mart Stores, Inc. please see its periodic and current reports filed with the Securities and Exchange Commission (the "Commission") under its Exchange Act file number, 001-06991. 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 Wal-Mart Stores, 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. 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 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 3 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 and Executive Officers of the Registrant. Not Applicable Item 11. Executive Compensation. Not Applicable Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stock Matters. Not Applicable Item 13. Certain Relationships and Related Transactions. 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. 4 1. Trustee's Distribution Statements documented on Form 8-K of STRATS(SM) Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 to the certificateholders for the period from January 1, 2007 through and including December 31, 2007 have been filed with the Securities and Exchange Commission and are hereby incorporated by reference. Filing dates are listed below: - ------------------------------------------------------------------------------- Distribution Trust Description Date Filed on - ------------------------------------------------------------------------------- STRATS(SM) Trust For Wal-Mart Stores, 01-16-2007 01-29-2007 Inc. Securities, Series 2005-4 02-15-2007 02-23-2007 03-15-2007 03-29-2007 04-16-2007 04-20-2007 05-15-2007 05-25-2007 06-15-2007 06-21-2007 07-15-2007 07-20-2007 08-15-2007 08-23-2007 09-17-2007 09-25-2007 10-15-2007 10-19-2007 11-15-2007 11-21-2007 12-17-2007 12-28-2007 - ------------------------------------------------------------------------------- 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 29, 2007, 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 23, 2007, 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 29, 2007, as further described in Item 15(a)(1) above, is incorporated herein by reference. 99.6 - Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2007, 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 25, 2007, 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, 2007, as further described in Item 15(a)(1) above, is incorporated herein by reference. 5 99.9 - Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2007, 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 23, 2007, 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 25, 2007, 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 19, 2007, 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, 2007, 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 28, 2007, 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/ Jimmy Whang -------------------------- Name: Jimmy Whang Title: Director Dated: March 28, 2008 7
EXHIBIT INDEX - ------------------- ---------------------------------------------------- ---------------- Reference Number per Exhibit Item 601 of Number in this Regulation SK Description of Exhibits Form 10-K - ------------------- ---------------------------------------------------- ---------------- (31.1) Certification by Director of the Registrant 31.1 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 99.1 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. 99.2 - ------------------- ---------------------------------------------------- ---------------- (99.3) Registrant's Current Report on Form 8-K filed with (99.3) the Securities and Exchange Commission on January 29, 2007, 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 (99.4) the Securities and Exchange Commission on February 23, 2007, 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 (99.5) the Securities and Exchange Commission on March 29, 2007, as further described in Item 15(a)(1) above, is incorporated herein by reference. - ------------------- ---------------------------------------------------- ---------------- (99.6) Registrant's Current Report on Form 8-K filed with (99.6) the Securities and Exchange Commission on April 20, 2007, 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 (99.7) the Securities and Exchange Commission on May 25, 2007, 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 (99.8) the Securities and Exchange Commission on June 21, 2007, 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 (99.9) the Securities and Exchange Commission on July 20, 2007, 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 (99.10) - ------------------- ---------------------------------------------------- ---------------- 8 - ------------------- ---------------------------------------------------- ---------------- with the Securities and Exchange Commission on August 23, 2007, 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 (99.11) the Securities and Exchange Commission on September 25, 2007, 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 (99.12) the Securities and Exchange Commission on October 19, 2007, 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 (99.13) the Securities and Exchange Commission on November 21, 2007, 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 (99.14) the Securities and Exchange Commission on December 28, 2007, as further described in Item 15(a)(1) above, is incorporated herein by reference. - ------------------- ---------------------------------------------------- ----------------
9 EX-31.1 2 efc8-0601_6561444ex311.txt Exhibit 31.1 CERTIFICATION I, Jimmy Whang, certify that: 1. I have reviewed this annual report on Form 10-K in respect of the STRATS(SM) Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 (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 these 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 28, 2008 /s/ Jimmy Whang - ----------------------------- Name: Jimmy Whang Title: Director EX-99.1 3 efc8-0601_6561444ex991.txt 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 Wal-Mart Stores, Inc. Securities, Series 2005-4 (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 2007 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 28, 2008 By: /s/ Janet P. O'Hara ------------------------------------- Janet P. O'Hara, Assistant Vice President EX-99.2 4 efc8-0601_6561444ex992.txt Exhibit 99.2 Independent Accountant's Report Synthetic Fixed-Income Securities, Inc. (as Depositor) One Wachovia Center 301 South College Street, DC-7 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 Wal-Mart Stores, Inc. Securities, Series 2005-4 (the "Trust") --------------------------------------------------------------------- Ladies and Gentlemen: We have examined assertions of Synthetic Fixed-Income Securities, Inc. (the "Depositor") and U.S. Bank 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 October 17, 2005 (together, the "Trust Agreement"), in respect of the STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 (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, 2007 (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, 2007. /s/ Aston Bell, CPA New York, New York March 14, 2008 -----END PRIVACY-ENHANCED MESSAGE-----