10-K
1
strats20046-10k_123120.htm
ANNUAL REPORT
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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, 2020
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: 333-111858-01, 001-32156
Central Index Key Number: 0001286405
Synthetic
Fixed-Income Securities, Inc.
on
behalf of:
STRATS
Trust For United States Cellular Corporation Securities, Series 2004-6
(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) 214-6289
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading
Symbol(s)
Name
of Each Exchange on which Registered
STRATS Certificates, Series 2004-6, Class A-1
N/A
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 (§ 232.405 of this chapter) 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 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,”
“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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
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.
1
Introductory
Note
Synthetic
Fixed-Income Securities, Inc. (the “Depositor”) is the Depositor in respect of the STRATS Trust For United States
Cellular Corporation Securities, Series 2004-6 (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 2004-6 (the “Series Supplement”) dated as of April 21,
2004 in respect of the Trust. The Trust’s assets consist solely of notes issued by United States Cellular Corporation. 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.
United
States Cellular Corporation, 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 United States Cellular Corporation
please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under
its Exchange Act file number, 001-09712. 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 United States Cellular Corporation 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
2
Item
4. Mine Safety Disclosures.
Not
Applicable
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .
The
Class A-1 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 Class A-1 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
3
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
Item
14. Principal Accounting Fees and Services .
Not
Applicable
PART
IV
Item
15. Exhibits, Financial Statement Schedules .
(a) List
the following documents filed as a part of the report:
1. Trustee’s
Distribution Statements documented on Form 8-K of STRATS Trust For United States
Cellular Corporation Securities, Series 2004-6 to the certificateholders for the period
from January 1, 2020 through and including December 31, 2020 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 United States Cellular Corporation Securities,
06-15-2020
06-25-2020
Series 2004-6
12-15-2020
12-28-2020
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 June 25, 2020, 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 December 28, 2020, as
further described in Item 15(a)(1) above, is incorporated herein by reference.
(b) See
Item 15(a) above.
(c) Not
Applicable.
4
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:
President
Dated:
March 30, 2021
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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 June 25, 2020, 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 December 28, 2020, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.4
6
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.