UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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: 333-111858-15, 001-32633
Synthetic Fixed-Income Securities, Inc.
on behalf of:
STRATS(SM) Trust For Goldman Sachs Capital I Securities, Series 2005-3
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(Exact name of registrant as specified in its charter)
Delaware 52-2316339
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation No.)
or organization)
301 South College, Charlotte, North Carolina 28288
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(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:
Name of Registered exchange on
Title of each class which registered
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STRATS(SM) Certificates, Series 2005-3 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 [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 Goldman Sachs Capital I Securities, Series
2005-3 (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 2005-3 (the "Series Supplement") dated
as of September 30, 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.
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.
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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 Sachs
Capital I 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. 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
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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.
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1. Trustee's Distribution Statements documented on Form 8-K of
STRATS(SM) Trust For Goldman Sachs Capital I Securities,
Series 2005-3 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:
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Trust Description Distribution Filed on
Date
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STRATS(SM) Trust For Goldman Sachs Capital I 01-16-2007 01-29-2007
Securities, Series 2005-3 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
10-15-2007 10-19-2007
11-15-2007 11-21-2007
12-17-2007 12-28-2007
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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
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incorporated herein by reference.
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/A 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.
99.14 - 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.
99.15 - 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.
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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/ Jimmy Whang
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Name: Jimmy Whang
Title: Director
Dated: March 28, 2008
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EXHIBIT INDEX
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Reference
Number per Description of Exhibits Exhibit
Item 601 of Number in
Regulation SK this Form 10-K
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(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.
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Annual Compliance Report by Trustee pursuant
to 15 U.S.C. Section 7241, as adopted
(99.1) pursuant to Section 302 of the 99.1
Sarbanes-Oxley Act of 2002.
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(99.2) Report of Aston Bell, CPA. 99.2
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.3) Commission on January 29, 2007, as further (99.3)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.4) Commission on February 23, 2007, as further (99.4)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.5) Commission on March 29, 2007, as further (99.5)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.6) Commission on April 20, 2007, as further (99.6)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.7) Commission on May 25, 2007, as further (99.7)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.8) Commission on June 21, 2007, as further (99.8)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.9) Commission on July 20, 2007, as further (99.9)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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(99.10) Registrant's Current Report on Form 8-K (99.10)
filed
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with the Securities and Exchange
Commission on August 23, 2007, as further
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.11) Commission on September 25, 2007, as further (99.11)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.12) Commission on October 19, 2007, as further (99.12)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K/A
filed with the Securities and Exchange
(99.13) Commission on October 19, 2007, as further (99.13)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.14) Commission on November 21, 2007, as further (99.14)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
(99.15) Commission on December 28, 2007, as further (99.15)
described in Item 15(a)(1) above, is
incorporated herein by reference.
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