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, 2006
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 Number: 001-33157
Select Asset Inc.
on behalf of:
Corporate Backed Callable Trust Certificates, J.C. Penney
Debenture-Backed Series 2006-1 Trust
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-4029392
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) No.)
745 Seventh Avenue
New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 526-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Registered Exchange
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Corporate Backed Callable Trust Certificates, New York Stock Exchange ("NYSE")
J.C. Penney Debenture-Backed Series 2006-1,
Class A-1
1
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 (ss.229.405 of this chapter) 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.
[X] 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 Act:
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
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
Base Trust Agreement, 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 Trust's 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.
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 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 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 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 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 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.
Pursuant to Instruction J of Item 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.
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.
Not Applicable
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
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stock Matters.
Not Applicable
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
None
Item 14. Principal Accounting Fees and Services.
Not Applicable
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).
See Introductory Note
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other
Support, Except for Certain
Derivatives
Instruments (Information Regarding
Significant Enhancement
Providers Financial Information).
No applicable updates
Item 1115(b) of Regulation AB. Certain Derivatives Instruments
(Financial Information).
No applicable updates
Item 1117 of Regulation AB. Legal Proceedings.
No applicable updates
Item 1119 of Regulation AB. Affiliations and Certain
Relationships and Related
Transactions.
No applicable updates
Item 1122 of Regulation AB. Compliance with Applicable
See Exhibits 33.1 and 34.1 Servicing Criteria
to this Form 10-K
Item 1123 of Regulation AB. Servicer Compliance Statement.
See Exhibit 35 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. None.
2. None
3. The exhibits filed in response to Item 601 of Regulation S-K
are listed in the Exhibit Index.
(b) The exhibits filed in response to Item 601 of Regulation S-K are
listed in the Exhibit Index.
(c) None.
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.
Select Asset Inc.,
as Depositor for the Trust (the "Registrant")
By: /s/ Charles M. Weaver
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Name: Charles M. Weaver
Title: Senior Vice President
Dated: March 21, 2007
EXHIBIT INDEX
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Reference Number Exhibit Number
per Item 601 of in this
Regulation SK Description of Exhibits Form 10-K
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(4.1) Exhibit 4.1: Standard Terms for Trust Agreement 4.1
(Filed as part of the Current Report on Form 8-K
filed on November 15, 2006 under the Commission
file number of the Depositor (File No.
333-103989)).
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Exhibit 4.2: Series Supplement (Filed as part of
the Current Report on Form 8-K filed on November
(4.2) 15, 2006 under the Commission file number of the 4.2
Issuing Entity).
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(31.1) Rule 15d - 14(d) Certification by Senior Vice 31.1
President of the Registrant.
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(33.1) Item 1122 Report on Assessment of Compliance with 33.1
Applicable Servicing Criteria
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(34.1) Attestation Report of Ernst & Young LLP 34.1
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(35) Item 1123 Certification 35
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