SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 28, 2006 ---------------------------------------------------------------- (Date of earliest event reported) Synthetic Fixed-Income Securities, Inc. On Behalf of STRATS(SM) Trust For Allstate Corporation Securities, Series 2006-3 - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) 333-111858-21 Delaware 001-32867 52-2316399 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Incorporation) Identification No.) One Wachovia Center 301 S. College St. Charlotte, North Carolina 28288 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code (704) 374-6611 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. Other Events On April 28, 2006, Synthetic Fixed-Income Securities, Inc. ("SFSI") transferred $35,000,000 (by aggregate principal amount) of 5.95% Notes due 2036 (the "Underlying Securities"), issued by The Allstate Corporation to the STRATS(SM) Trust For Allstate Corporation Securities, Series 2006-3 (the "Trust") established by SFSI, which issued 1,400,000 Floating Rate STRATS(SM) Certificates, Series 2006-3, issued pursuant to a base trust agreement, dated as of February 28, 2006 (the "Base Trust Agreement"), between SFSI and The Bank of New York, as trustee (the "Trustee"), as supplemented by a series supplement thereto, dated as of April 28, 2006 (the "Series Supplement" and, together with the Base Trust Agreement, the "Trust Agreement"), between SFSI and the Trustee. ITEM 9.01. Financial Statements and Exhibits (a) Financial Statements - Not Applicable (b) Pro Forma Financial Information - Not Applicable (c) Exhibits Item 601(a) of Regulation S-K Exhibit No. Description - ----------- ----------- 4.1 Series Supplement, dated as of April 28, 2006. 10.1 ISDA Master Agreement, dated as of April 28, 2006, including the Schedule, Credit Support Annex and Confirmations thereto 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYNTHETIC FIXED-INCOME SECURITIES, INC. /s/ James Whang --------------------------------------- Name: James Whang Title: Managing Director April 28, 2006 3 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 4.1 Series Supplement, dated as of April 28, 2006. 10.1 The ISDA Master Agreement, dated as of April 28, 2006, including the Schedule, Credit Support Annex and Confirmations thereto