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, 2008
or
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o
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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
Synthetic
Fixed-Income Securities, Inc.
on behalf
of:
STRATS
SM
Trust For United States Cellular Corporation Securities, Series
2004-6
______________________________________________________
(Exact
name of registrant as specified in its charter)
Delaware
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52-2316339
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(State
or other jurisdiction of incorporation
or
organization)
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(I.R.S.
Employer Identification No.)
|
|
|
|
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301
South College, Charlotte, North Carolina
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28288
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(Address
of principal executive offices)
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(Zip
Code)
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|
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Registrant’s
telephone number, including area code: (704) 383-7727
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Name of exchange on which
registered
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STRATS
SM
Certificates, Series 2004-6, Class A-1
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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.
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.
Yes
x
No
o
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 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 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
SM
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
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 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 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.
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Trustee’s
Distribution Statements documented on Form 8-K of STRATS
SM
Trust For United States Cellular Corporation Securities, Series 2004-6 to
the certificateholders for the period from January 1, 2008 through and
including December 31, 2008 have been filed with the Securities and
Exchange Commission and are hereby incorporated by reference. Filing dates
are listed below:
|
Trust
Description
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Distribution
Date
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Filed
on
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STRATS
SM
Trust For United States Cellular Corporation Securities, Series
2004-6
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06-16-2008
12-15-2008
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06-27-2008
12-30-2008
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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.
|
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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.
|
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99.2
– Report of Aston Bell, CPA.
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99.3
- Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 27, 2008, as further described in Item
15(a)(1) above, is incorporated herein by
reference.
|
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99.4
- Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 30, 2008, as further described in Item
15(a)(1) above, is incorporated herein by
reference.
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(b) See
Item 15(a) above.
(c) Not
Applicable.
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.
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Synthetic
Fixed-Income Securities, Inc.,
as Depositor for the Trust
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By:
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/s/ James
Whang
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Name:
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James
Whang
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Title:
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Director
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Dated: March
30, 2009
EXHIBIT
INDEX
Reference
Number per Item 601 of Regulation SK
|
Description
of Exhibits
|
Exhibit
Number in this Form 10-K
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(31.1)
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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.
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31.1
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(99.1)
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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.
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99.1
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(99.2)
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Report
of Aston Bell, CPA.
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99.2
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(99.3)
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Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 27, 2008, as further described in Item 15(a)(1) above,
is incorporated herein by reference.
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99.3
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(99.4)
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Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 30, 2008, as further described in Item 15(a)(1)
above, is incorporated herein by reference.
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99.4
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