- Annual Report (10-K)
28 Juillet 2009 - 11:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-K
(Mark
One)
x
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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
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 Number:
333-112795-02
filed on behalf of:
Corporate Backed Callable Trust
Certificates, J.C. Penney Debenture-Backed Series 2007-1 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:
333-11279
Delaware
|
|
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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|
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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:
(212) 526-7000
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 2007-1, 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
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. Yes
x
No
o
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 (§ 229.405 of this chapter)
during the preceeding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes
o
No
o
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:
Large
Accelerated Filer
o
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Accelerated
Filer
o
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Non- Accelerated
Filer
x
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Smaller Reporting
Company
o
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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
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 registrants 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 2007-1 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 January 31, 2007 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 Registrant is a
wholly-owned, indirect subsidiary of Lehman Brothers Holdings Inc. (LBHI),
which filed a voluntary petition (the Petition) for relief under Chapter 11
of the United States Code in the United States Bankruptcy Court for the
Southern District of New York on September 15, 2008 in a jointly
administered proceeding named In re Lehman Brothers Holdings Inc., et. al.
under 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. As a result of the foregoing,
the Registrant discontinued its securitization business and the individuals
previously involved in such securitization business are no longer employed by the
Registrants affiliates. Accordingly,
the Registrant was unable to timely file its Annual Report on Form 10-K
for the fiscal year ended on December 31, 2008, and filed a Form 12b-25
on April 2, 2009 in connection therewith.
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.
2
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 Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
.
Not Applicable
Item
6. Selected Financial Data
.
Not Applicable
Item
7. Managements 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
9A(T). Controls and Procedures
.
Not Applicable
Item
9B. Other Information
.
None
3
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
Stockholder Matters
.
Not Applicable
Item
13. Certain Relationships and Related Transactions, and Director Independence
.
None
Item
14. Principal Accountant 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.
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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
.
(a)
The
following documents have been filed as part of, or incorporated by reference
into, this annual 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.
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. 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/ William Fox
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Name:
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William Fox
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Title:
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Chief Financial
Officer, Controller and Vice President
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(Senior Officer in
charge of securitization of Select Asset Inc., as Depositor for the Trust
(the Registrant))
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Dated: July 28, 2009
EXHIBIT
INDEX
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 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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