UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

 

 

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, 2018

 

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: 333-111858-13, 001-32527         Central Index Key Number: 0001328989

 

Synthetic Fixed-Income Securities, Inc.

 

on behalf of:

 

STRATS Trust For Goldman Sachs Capital I Securities, Series 2005-1

(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 2005-1 |   | 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.         Yes ☐  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 ☐  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.         Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒  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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company, “and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐             Accelerated filer ☐             Non- accelerated filer ☒             Smaller reporting company ☐             Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

Yes ☐  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:

 

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 Trust For Goldman Sachs Capital I Securities, Series 2005-1 (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 2005-1 (the “Series Supplement”) dated as of June 13, 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.

 

2            

 

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.

 

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 number, 001-14965. 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 Goldman 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, the issuer of the junior subordinated debentures, 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

 

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PART II

 

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

 

The publicly offered 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. Those publicly offered 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

 

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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 Trust For Goldman Sachs Capital I Securities, Series 2005-1 to the certificateholders for the period from January 1, 2018 through and including December 31, 2018 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 Trust For Goldman Sachs Capital I Securities, Series 2005-1 | 01-16-2018                 02-15-2018                 03-15-2018                 04-16-2018                 05-15-2018                 06-15-2018                 07-16-2018                 08-15-2018                 09-17-2018                 10-15-2018                 11-15-2018                 12-17-2018 | 01-29-2018                 02-26-2018                 03-28-2018                 04-23-2018                 05-25-2018                 06-26-2018                 07-26-2018                 08-27-2018                 09-27-2018                 10-26-2018                 11-28-2018                 12-21-2018 |

 

|  | 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, 2018, 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 26, 2018, 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 28, 2018, as further described in Item 15(a)(1) above, is incorporated herein by reference.

 

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 99.6 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2018, 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, 2018, 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 26, 2018, 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 26, 2018, 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 27, 2018, 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 27, 2018, 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 26, 2018, 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 28, 2018, 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 21, 2018, as further described in Item 15(a)(1) above, is incorporated herein by reference.

 

|  | (b) | See Item 15(a) above. |
|--|-----|----------------------------|

 

|  | (c) | Not Applicable. |
|--|-----|-----------------|

 

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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/ Barbara Garafalo |   |
|   | Name:                                                                               | Barbara Garafalo |
|   | Title:                                                                              | Vice President |

  

Dated: March 29, 2019

 

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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 29, 2018, 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 26, 2018, 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 28, 2018, 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, 2018, 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 25, 2018, 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 26, 2018, 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 26, 2018, 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 27, 2018, as further described in Item 15(a)(1) above, is incorporated herein by reference.   | 99.10                                     |

 

 

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| (99.11) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2018, 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 26, 2018, 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 28, 2018, 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 21, 2018, as further described in Item 15(a)(1) above, is incorporated herein by reference.  | 99.14 |

 

 

 

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