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
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ________ to ________
Commission File Number of issuing entity: 001-33017
STRATS(SM) Trust For News Corporation Securities, Series
2006-4
______________________________________________________
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor and sponsor: 333-131889,
001-31818
Synthetic Fixed-Income Securities, Inc.
______________________________________________________
(Exact name of depositor and sponsor 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 Street, Charlotte, North
Carolina
|
28288
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Registrant's telephone number, including area code: (704)
715-8400
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
|
Name of Registered exchange on which
registered
|
|
|
STRATS(SM) Certificates, Series 2006-4
|
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
o
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
o
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.
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
o
|
Accelerated filer
o
|
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
o
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 10-D during the
fiscal year, in lieu of reports on Form 10-Q, which include the reports filed on
Form 10-D 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 News Corporation Securities, Series
2006-4 (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 2006-4 (the "Series Supplement") dated as of September 8, 2006 in
respect of the Trust. The Trust's assets consist solely of notes issued by News
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 10-D in lieu of reports on
Form 10-Q.
News
Corporation, the issuer of the underlying securities, is subject to the information
reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"). For
information on News Corporation please see its periodic and current reports filed with
the Securities and Exchange Commission (the "Commission") under its Exchange Act file
number, 001-32352. 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 News Corporation may be accessed on this site. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC. The public may
read and copy any materials filed with the Commission at the Commission's Public
Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain
information on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. Please call the SEC at (800) SEC-0330 for further information on the
operation of the SEC's public reference rooms. In addition, such reports and other
information can be inspected at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005. 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
The
following Items have been omitted in accordance with General Instruction J to Form
10-K:
Item 1.
Business.
Item
1A. Risk Factors.
Item 2.
Properties.
Item 3.
Legal Proceedings.
Item 4.
Submission of Matters to a Vote of Security Holders.
Item 1B. Unresolved Staff
Comments
.
Not
Applicable
PART II
The
following Items have been omitted in accordance with General Instruction J to Form
10-K:
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
Item 6.
Selected Financial Data.
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8.
Financial Statements and Supplementary Data.
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.
Item
9A. Controls and Procedures.
Item 9B. Other Information
.
None
PART III
The
following Items have been omitted in accordance with General Instruction J to Form
10-K:
Item
10. Directors and Executive Officers of the Registrant.
Item
11. Executive Compensation.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stock
Matters.
Item
13. Certain Relationships and Related Transactions.
Item
14. Principal Accounting Fees and Services.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL
INSTRUCTION J(2) TO FORM 10-K.
Item 1112(b) of Regulation AB.
|
Significant Obligors of Pool Assets (Financial
Information).
|
The primary asset of the issuing entity is the
underlying securities, $33,000,000 of 7.90% corporate bonds due 2095
issued by News America Holdings Incorporated (now known as News America
Inc.) and unconditionally guaranteed by The News Corporation Limited
(now known as News Corporation) and certain of its subsidiaries. The
issuer of the underlying securities, therefore, may be considered a
significant obligor. The issuer of the underlying securities is subject
to the information reporting requirements of the Securities Exchange
Act of 1934 (the "Exchange Act"). For information on the issuer of the
underlying securities please see its periodic and current reports filed
with the Securities and Exchange Commission (the "Commission") under
its Exchange Act file number, 001-32352.
|
Item 1114(b)(2) of Regulation AB.
|
Credit Enhancement and Other Support, Except for
Certain Derivatives Instruments (Information Regarding Significant
Enhancement Providers Financial Information).
|
Based on the standards set forth in Item 1114(b)(2)
of Regulation AB, no information is required in response to this
Item.
|
Item 1115(b) of Regulation AB.
|
Certain Derivatives Instruments (Financial
Information).
|
Based on the standards set forth in Item 1115(b) of
Regulation AB, no information is required in response to this
Item.
|
Item 1117 of Regulation AB.
|
Legal Proceedings.
|
Based on the standards set forth in Item 1117 of
Regulation AB no information is required in response to this
Item.
|
Item 1119 of Regulation AB.
|
Affiliations and Certain Relationships and Related
Transactions.
|
Based on the standards set forth in Item 1119 of
Regulation AB, no information is required in response to this
Item.
|
Item 1122 of Regulation AB.
|
Compliance with Applicable Servicing
Criteria
|
U.S. Bank Trust National Association has been identified
by the registrant as a party participating in the servicing function
with respect to the pool assets held by STRATS
SM
Trust For
News Corporation Securities, Series 2006-4. U.S. Bank Trust National
Association has completed a report on an assessment of compliance with
the servicing criteria applicable (the "Report on Assessment") as of
March 28, 2008 and for a period beginning January 1, 2007 through
and including December 31, 2007, which Report on Assessment is
attached as an exhibit to this Form 10-K. In addition, U.S. Bank Trust
National Association has provided an attestation report (the
"Attestation Report") by a registered independent public accounting
firm regarding its related Report on Assessment. The Attestation Report
is attached as an exhibit to this Form 10-K. Neither the Report on
Assessment or the related Attestation Report has identified any
material instances of noncompliance with the servicing criteria
described in the Report on Assessment as being applicable to U.S. Bank
Trust National Association.
|
Item 1123 of Regulation AB.
|
Servicer Compliance Statement.
|
U.S. Bank Trust National Association has provided a
statement of compliance (the "Compliance Statement") for the period
from and including January 1, 2007 through and including
December 31, 2007, which has been signed by an authorized officer
of U.S. Bank Trust National Association. The Compliance Statement of
U.S. Bank Trust National Association is attached as an exhibit to this
Form 10-K.
|
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 10-D of STRATS(SM) Trust For News Corporation Securities,
Series 2006-4 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:
|
Trust Description
|
Distribution Date
|
Filed on
|
STRATS(SM) Trust For News Corporation Securities, Series
2006-4
|
06-01-2007
|
06-15-2007
|
STRATS(SM) Trust For News Corporation Securities, Series
2006-4
|
12-01-2007
|
12-17-2007
|
|
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.
|
|
|
33.1 – Report on Assessment of Compliance with
Servicing Criteria for U.S. Bank Trust National Association for the
period from and including January 1, 2007 through and including
December 31, 2007.
|
|
|
34.1 – Attestation Report of Ernst & Young LLP
on Assessment of Compliance with Servicing Criteria relating to U.S.
Bank Trust National Association.
|
|
|
35.1 – Servicer Compliance Statement of U.S. Bank
Trust National Association for the period from and including January 1,
2007 through and including December 31, 2007.
|
|
|
99.1 - Registrant's Current Report on Form 10-D filed
with the Securities and Exchange Commission on June 15, 2007, as
further described in Item 15(a)(1) above, is incorporated herein by
reference.
|
|
|
99.2 - Registrant's Current Report on Form 10-D filed
with the Securities and Exchange Commission on December 12, 2007, as
further described in Item 15(a)(1) above, is incorporated herein by
reference.
|
(b)
|
See Item 15(a) above.
|
(c)
|
Not Applicable.
|
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) 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/ James
Whang
Name: James Whang
Title: Director
|
|
(senior officer in charge of the securitizations of the
depositor)
|
Dated: March 28, 2007
|
|
EXHIBIT INDEX
Exhibit Number in this Form 10-K
|
Description of 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.
|
33.1
|
Report on Assessment of Compliance with Servicing
Criteria for U.S. Bank Trust National Association for the period from
and including January 1, 2007 through and including December 31,
2007.
|
34.1
|
Attestation Report of Ernst & Young LLP on
Assessment of Compliance with Servicing Criteria relating to U.S. Bank
Trust National Association.
|
35.1
|
Servicer Compliance Statement of U.S. Bank Trust
National Association for the period from and including January 1, 2007
through and including December 31, 2007.
|
99.1
|
Registrant's Current Report on Form 10-D filed with the
Securities and Exchange Commission on June 15, 2007, as further
described in Item 15(a)(1) above, is incorporated herein by
reference.
|
99.2
|
Registrant's Current Report on Form 10-D filed with the
Securities and Exchange Commission on December 17, 2007, as further
described in Item 15(a)(1) above, is incorporated herein by
reference.
|