UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number: 001-33157
filed on
behalf of:
Corporate Backed Callable Trust Certificates, J.C. Penney Debenture-Backed Series 2006-1 Trust
(Exact Name of Registrant as Specified in its Charter)
by:
Select Asset Inc.
(Exact
Name of Registrant as Specified in its Charter)
Commission File Number of Depositor: 333-112795
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Delaware
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13-4029392
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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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1271 Avenue of the Americas
New York, New York
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10020
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone
number, including area code: (646) 285-9000
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Corporate Backed Callable Trust Certificates, J.C. Penney Debenture-Backed Series 2006-1, Class A-1
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New York Stock Exchange (NYSE)
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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
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No
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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
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No
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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
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted 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 and post such files). Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K
(§229.405) is not contained herein, and will not be contained, to the best of registrants 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 a 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:
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Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
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x
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Smaller Reporting Company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
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No
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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 registrants most recently completed second fiscal quarter.
The registrant has no voting stock or class of common stock that is held by nonaffiliates.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Introductory Note
Select Asset Inc. (the Depositor) is the Depositor in respect of the Corporate Backed Callable Trust Certificates, J.C. Penney Debenture-Backed
Series 2006-1 Trust (the Trust), a common law trust formed pursuant to the Standard Terms for Trust Agreements, dated as of November 9, 2006, between the Depositor and U.S. Bank National Association, as trustee (the
Trustee), as supplemented by a series supplement (the Series Supplement) dated as of November 9, 2006 in respect of the Trust. The Trusts assets consist solely of notes issued by J.C. Penney Corporation, Inc.,
successor to J.C. Company, Inc. (the Underlying Securities Issuer). The Certificates do not represent obligations of or interests in the Depositor or the Trustee.
The Depositor is a wholly-owned, indirect subsidiary of Lehman Brothers Holdings Inc. (LBHI). On September 15, 2008 and periodically
thereafter, LBHI and certain of its subsidiaries (collectively, the Debtors) commenced voluntary cases under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the Southern District of New York
(the Bankruptcy Court) (jointly administered proceedings,
In re Lehman Brothers Holdings Inc.
et al., Case Number 08-13555). LBHI and its wholly-owned broker-dealer, Lehman Brothers Inc., have sold since September 15, 2008
significant businesses, including the sale on September 21, 2008 of the investment banking business to Barclays Capital Inc., which business included the employees who historically conducted the Registrants business.
On December 6, 2011, the Bankruptcy Court entered an order (the Confirmation Order) confirming the Modified Third Amended Joint Chapter 11
Plan of Lehman Brothers Holdings Inc. and its Affiliated Debtors (the Plan). The Plan and the Confirmation Order were attached as Exhibit 2.1 and Exhibit 2.2, respectively, to LBHIs Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 14, 2011. LBHIs Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2011 contains a summary of the Plan.
On March 6, 2012 (the Effective Date), the Plan became effective and a notice of the Effective Date of the Plan (the Notice of
Effective Date) was filed with the Bankruptcy Court.
J.C. Penney Company, Inc., the guarantor 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 J.C. Penney Company, Inc. please see its periodic and current reports filed with the Securities and Exchange
Commission (the Commission) under its Exchange Act file number, 001-15274. 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 regarding Issuers that file 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 J.C. Penney Company, Inc. 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 Commissions 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. Neither Select
Asset 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 Select Asset 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 underlying securities guarantor or the underlying securities have not occurred or have not yet been publicly
disclosed which would affect the accuracy or completeness of the publicly available documents described above.
Pursuant to General Instruction J of
Form 10-K, 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.
PART I
Item 1. Business
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Not Applicable
Item 1A. Risk Factors
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Not
Applicable
Item 1B. Unresolved Staff Comments
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Not Applicable
Item 2. Properties
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Not Applicable
Item 3. Legal
Proceedings
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None
Item 4.
Submission of Matters to a Vote of Security Holders
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None
PART II
Item 5. Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Not Applicable
Item 6. Selected Financial Data
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Not Applicable
Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations
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Not Applicable
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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Not Applicable
Item 8. Financial
Statements and Supplementary Data
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Not Applicable
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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None
Item 9A. Controls and Procedures
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Not Applicable
Item 9A(T). Controls and
Procedures
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Not Applicable
Item 9B. Other Information
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None
PART III
Item 10.
Directors, Executive Officers, and Corporate Governance
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Not Applicable
Item 11. Executive Compensation
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Not Applicable
Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Not Applicable
Item 13. Certain Relationships and Related Transactions, and Director Independence
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None
Item 14. Principal Accountant Fees
and Services
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Not Applicable
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL
INSTRUCTION J(2) TO FORM 10-K.
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Item 1112(b) of Regulation AB.
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Significant Obligors of Pool Assets (Financial Information).
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See Introductory Note
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Item 1114(b)(2) of Regulation AB.
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Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).
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No applicable updates
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Item 1115(b) of Regulation AB.
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Certain Derivatives Instruments (Financial Information).
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No applicable updates
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Item 1117 of Regulation AB.
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Legal Proceedings.
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No applicable updates
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Item 1119 of Regulation AB.
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Affiliations and Certain Relationships and Related Transactions.
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No applicable updates
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Item 1122 of Regulation AB.
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Compliance with Applicable Servicing Criteria
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See Exhibits 33.1 and 34.1 to this Form 10-K
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Item 1123 of Regulation AB.
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Servicer Compliance Statement.
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See Exhibit 35 to this Form 10-K
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PART IV
Item 15. Exhibits, Financial Statement Schedules
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(a)
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The following documents have been filed as part of, or incorporated by reference into, this annual report.
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3.
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The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
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(b)
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The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
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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. In preparing this report the Registrant has relied on Distribution Statements provided to it by the Trustee.
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Select Asset Inc.,
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as Depositor for the Trust (the Registrant)
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By:
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/s/ Michael S. Leto
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Name:
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Michael S. Leto
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Title:
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Chief Financial Officer and Executive Vice President
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(Senior Officer in charge of securitization of the Depositor)
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Dated: March 28, 2014
EXHIBIT INDEX
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Reference
Number per
Item 601 of
Regulation SK
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Description of Exhibits
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Exhibit
Number in this
Form 10-K
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(4.1)
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Exhibit 4.1: Standard Terms for Trust Agreement (Filed as part of the Current Report on Form 8-K filed on November 15, 2006 under the Commission file number of the Depositor)
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4.1
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(4.2)
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Exhibit 4.2: Series Supplement (Filed as part of the Current Report on Form 8-K filed on November 15, 2006 under the Commission file number of the Issuing Entity)
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4.2
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(31.1)
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Rule 15d 14(d) Certification by Executive Vice President of the Registrant
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31.1
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(33.1)
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Item 1122 Report on Assessment of Compliance with Applicable Servicing Criteria
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33.1
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(34.1)
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Attestation Report of Ernst & Young LLP
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34.1
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(35)
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Item 1123 Certification
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35
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