10-K 1 wmc1_form10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal period December 31, 2005 [ ] 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 333-127020-05 J.P.MORGAN ACCEPTANCE CORPORATION I (Exact name of registrant as specified in its charter) Delaware 13-3475488 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 270 Park Avenue New York, New York 10017 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code :(212) 270-8863 J.P. Morgan Mortgage Acquisition Corp. 2005-WMC1 Asset Backed Pass-Through Certificates, Series 2005-WMC1 (Issuing Entity) J.P. Morgan Acceptance Corporation I (Exact name of Depositor as specified in its charter) J.P. Morgan Mortgage Acquisition Corp. (Exact name of Sponsor as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: None 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 (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] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12-b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). 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. Not Applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not Applicable. Documents incorporated by reference: None PART I Item 1. Business. Not Applicable. Item 1A. Risk Factors. Not Applicable. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. The Registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement, the Trustee, any Servicer or the Registrant with respect to the trust other than routine litigation incidental to the duties of the respective parties. 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. Currently, there is no established secondary market for the Certificates known to the Registrant. As of December 31, 2005, the number of holders of each class of offered certificates was 67 based on records provided by DTC. Item 6. Selected Financial Data Not Applicable. Item 7. Management's Discussion and Analysis of Financial condition and Results of Operation. 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. Not Applicable. -2- 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 Stockholder Matters. Not Applicable. Item 13. Certain Relationships and Related Transactions. No reportable transactions have occurred. Item 14. Principal Accounting Fees and Services. Not Applicable. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements: Not Applicable. (2) Financial Statement Schedules: Not Applicable. (3) Exhibits: Rule 13a-14(a)/15d-14(a) Certification, filed as 31.1 hereto. Annual Independent Accountant's Servicing Report concerning servicing activities, filed as Exhibit 99.1 hereto. Report of Management as to Compliance with Minimum Servicing Standards, filed as Exhibit 99.2 herto. Annual Statement as to Compliance, filed as Exhibit 99.3 herto. Aggregate Statement of Principal and Interest Distributions to Certificateholders as of December 31, 2005, filed as Exhibit 99.4 hereto. (b) Exhibits to this report are listed in Item (15)(a)(3)above. (c) Not Applicable. -3- 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. By: /s/ Brian Bernard ----------------------------- Name: Brian Bernard Title: President Date: March 31, 2006 -4- SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form. -5- EXHIBIT INDEX Exhibit Description 31.1 Rule 13a-14(a)/15d-14(a) Certification 99.1 Annual Independent Accountant's Servicing Report 99.2 Report of Management as to Compliance with Minimum Servicing Standards 99.3 Annual Statement as to Compliance 99.4 Aggregate Statement of Principal and Interest Distributions to Certificateholders as of December 31, 2005 -6- Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification J.P. Morgan Acceptance Corporation I, J.P. Morgan Mortgage Acquisition Corp., Asset-Backed Pass-Through Certificates, Series 2005-WMC1 I, Brian Bernard, the President of the Depositor, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution and servicing reports filed in respect of periods included in the year covered by this annual report, of J.P. Morgan Acquisition Corp. 2005-WMC1 (the "Trust"); 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution information required to be prepared by the Securities Administrator based upon the servicing information required to be provided by the Servicer under the Pooling and Servicing Agreement is included in these reports; 4. Based on my knowledge and upon the annual compliance statements included in the report and required to be delivered to the Securities Administrator in accordance with the terms of the Pooling and Servicing Agreement and based upon the review required under the Pooling and Servicing Agreement, and except as disclosed in the report, the Servicer has fulfilled its obligations under the Pooling and Servicing Agreement; and 5. The reports disclose all significant deficiencies relating to the Servicer's compliance with the minimum servicing standards based, in each case, upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Pooling and Servicing Agreement, that is included in these reports. Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling and Servicing Agreement, dated October 1, 2005, among J.P. Morgan Acceptance Corporation I, as depositor, J.P. Morgan Mortgage Acquisition Corp., as seller (the "Seller"), JPMorgan Chase Bank, National Association, as securities administrator (the "Securities Administrator") and servicer (the "Servicer"), and U.S. Bank National Association, as trustee (the "Trustee"). By: /s/ Brian Bernard ------------------------------------- Name: Brian Bernard Title: President Dated: March 31, 2006 -7- EXHIBIT 99.1 Annual Independent Accountant's Servicing Report -------------- PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 Report of Independent Auditors To the Board of Directors and Stockholder of Chase Home Finance LLC: We have examined management's assertion about Chase Home Finance LLC's (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2005 included in the accompanying management assertion (See Exhibit I). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/ PricewaterhouseCooper LLP ----------------------------- March 13, 2006 PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 Report of Independent Auditors To the Board of Directors and Stockholder of JPMorgan Chase Bank, National Association: We have examined management's assertion about JPMorgan Chase Bank, National Association's (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") solely as they relate to standard VII, Insurance Policies (the "Applicable Standard"), as of and for the year ended December 31,2005 included in the accompanying management assertion. Management is responsible for the Company's compliance with the Applicable Standard. Our responsibility is to express an opinion on management's assertion about the Company's compliance, solely as it relates to the Applicable Standard based on our examination. The Company uses subservicing organizations to perform the servicing obligations subject to minimum servicing standards I-VI of USAP. We did not examine the Company's compliance with standards I-VI of USAP and, accordingly, do not express an opinion thereon. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the Applicable Standard and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the Applicable Standard. In our opinion, management's assertion that the Company complied with the Applicable Standard solely as it relates to standard VII, Insurance Policies, as of and for the year ended December 31,2005 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP. ---------------------------------------- March 13, 2006 -8- EXHIBIT 99.2 Report of Management as to Compliance with Minimum Servicing Standards ------------------- Exhibit I Mangement's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 13, 2006 As of and for the year ended December 31, 2005, Chase Home Finance LLC (the "Company") has complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). These Standards are applicable only to the Company's prime and subprime mortgage portfolios. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000 respectively. /s/ Kim Greaves /s/ Jim Miller -------------------------- -------------------------- Kim Greaves Jim Miller Senior Vice President Senior Vice President Chase Home Finance LLC Chase Home Finance LLC /s/ Scott Powell ------------------------- Scott Powell CEO Chase Home Finance LLC CHASE Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 13, 2006 As of and for the year ended December 31, 2005, JPMorgan Chase Bank, National Association (the "Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") solely as they relate to standard VII, Insurance Policies (the "Applicable Standard"). The Company uses subservicing organizations to perform the servicing obligations subject to minimum servicing standards I-VI of USAP. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000 respectively. Attached to this Management Assertion are the independent auditors' reports on the subservicing organizations' compliance with the minimum servicing standards related to the servicing obligations performed. /s/ Kim Greaves /s/ Jim Miller ------------------------------ --------------------------------- Kim Greaves Jim Miller Vice President Vice President JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. /s/ Scott Powell ------------------------------ Scott Powell Senior Vice President JPMorgan Chase Bank, N.A. -9- EXHIBIT 99.3 Annual Statement as to Compliance -------------- ANNUAL STATEMENT OF COMPLIANCE Pursuant to the servicing agreement, the undersigned Officer, to the best of his/her knowledge, hereby certifies to the following: I have reviewed the activities and performance of the Servicer and, during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of the Officer's knowledge, the Servicer has fulfilled all its duties, responsibilities or obligations under these Agreements throughout such year. a) All property inspections have been completed. b) Compliance relative to Adjustable Rate Mortgages has been met. c) Compliance with IRS Foreclosure reporting regulations enacted as IRS Section 6060J by the Deficit Reduction Act, regarding Acquired and/or Abandonment property have been completed. d) All loans serviced in states that have statutes requiring payment of interest on escrow/impound accounts have been completed. e) That such Officer has confirmed that the Fidelity bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement are in full force and effect. f) Enclosed is a copy of our most recent independent audit statement. CERTIFIED BY: /s/ Kim Greaves Date: 3/13/06 ------------------------ Kim Greaves Vice President /s/ Jim Miller Date: 3/13/06 ------------------------ Jim Miller Senior Vice President JPMMT Securities Investor# Agreement Name Agreement Date --------- ------------------------------------------------- -------------- 32E J.P. Morgan Mortgage Trust Pass-thru Cert 2004-S1 1/1/04 32J J.P. Morgan Mortgage Trust 2004-S1 8/1/04 601 JPMMAC 2005-FLD1 7/29/05 613 JPMMAC 2006-WMC1 10/27/05 -10- EXHIBIT 99.4 Aggregate Statement of Principal and Interest Distributions to Certificateholders as of December 31, 2005 -------------- --------------------------------------------------------------------------------------------------------------------------------- CUSIP ORIGINAL PAID PAID TOTAL PAID ENDING PRIN CERT POOL FACTOR PRINCIPAL PRINCIPAL INTEREST BALANCE (Per 1000) --------------------------------------------------------------------------------------------------------------------------------- 46626LBH2 55,745,000.00 - 645,285.15 645,285.15 55,745,000.00 1,000.00000000 46626LBD1 404,000,000.00 35,492,258.94 4,346,518.25 39,838,777.19 368,507,741.06 912.14787391 46626LBE9 382,300,000.00 59,040,445.24 3,867,407.22 62,907,852.46 323,259,554.76 845.56514455 46626LBF6 252,900,000.00 - 2,826,324.34 2,826,324.34 252,900,000.00 1,000.00000000 46626LBG4 59,041,000.00 - 676,058.41 676,058.41 59,041,000.00 1,000.00000000 46626LBJ8 49,953,000.00 - 580,736.59 580,736.59 49,953,000.00 1,000.00000000 46626LBK5 29,682,000.00 - 347,298.99 347,298.99 29,682,000.00 1,000.00000000 46626LBL3 26,786,000.00 - 322,119.32 322,119.32 26,786,000.00 1,000.00000000 46626LBM1 25,338,000.00 - 306,606.51 306,606.51 25,338,000.00 1,000.00000000 46626LBN9 23,167,000.00 - 283,231.86 283,231.86 23,167,000.00 1,000.00000000 46626LBP4 20,995,000.00 - 282,921.48 282,921.48 20,995,000.00 1,000.00000000 46626LBQ2 18,099,000.00 - 249,325.67 249,325.67 18,099,000.00 1,000.00000000 46626LBR0 18,099,000.00 - 267,424.67 267,424.67 18,099,000.00 1,000.00000000 46626LBS8 13,755,000.00 - 230,749.20 230,749.20 13,755,000.00 1,000.00000000 46626LBT6 13,755,000.00 - 230,749.20 230,749.20 13,755,000.00 1,000.00000000 N/C126732 1,447,912,146.71 - 7,816,410.22 7,816,410.22 1,447,912,146.71 1,000.00000000 N/C126733 100.00 - 969,444.15 969,444.15 100.00 1,000.00000000 N/C126734 - - - - - 1,000.00000000 ---------------------------------------------------------------------------------------------------------------------------------
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