10-K/A 1 thb06001_10ka-2006.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO.1 The Issuing Entity is filing this Form 10-K/A to replace Exhibits 31, 33(a) and 34(a) to the original Form 10-K filed on April 2, 2007. American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc. (formerly, "Safeco Financial Institution Solutions, Inc.") ("Assurant Inc.") recently provided the Issuing Entity with a revised report on assessment of compliance with servicing criteria for asset-backed securities and a related attestation. In the original assessment previously provided to the Issuing Entity, Assurant Inc. excluded Item 1122(d)(4)(xii) from the scope of its assessment. Assurant Inc. recently provided the Issuing Entity with a revised assessment of compliance that assesses Assurant Inc.'s compliance with Item 1122(d)(4)(xii) and identifies material instance of non compliance with this criterion. This material instance of non compliance is noted in this Form 10-K/A under "Additional Disclosure Items for Regulation AB." The Issuing Entity has included this revised assessment of compliance under Exhibit 33(a), the related attestation under Exhibit 34(a) and a revised Rule 13a-14(d)/15d-14(d) Certification under Exhibit 31. This Form 10-K/A does not otherwise amend the original Form 10-K filed with the Commission on April 2, 2007. (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 Commission file number: 333-127352-21 Thornburg Mortgage Securities Trust 2006-1 (exact name of issuing entity as specified in its charter) Greenwich Capital Acceptance, Inc. (depositor) (exact name of the registrant as specified in its charter) Thornburg Mortgage Home Loans, Inc. (exact name of the sponsor as specified in its charter) Delaware 06-1199884 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 600 Steamboat Road Greenwich, CT 06830 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 625-2700 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 12b-2 of the Exchange Act. (Check one): 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. Not applicable. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of December 31, 2006. Not applicable. Documents Incorporated by Reference List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Omitted. Item 1A. Risk Factors. Omitted. Item 1B. Unresolved Staff Comments. Omitted. Item 2. Properties. Omitted. Item 3. Legal Proceedings. Omitted. Item 4. Submission of Matters to a Vote of Security Holders. Omitted. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Omitted. Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted. Item 8. Financial Statements and Supplementary Data. Omitted. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Omitted. Item 9A. Controls and Procedures. Omitted. Item 9A(T). Controls and Procedures. Omitted. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Omitted. Item 11. Executive Compensation. Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted. Item 13. Certain Relationships and Related Transactions, and Director Independence. Omitted. Item 14. Principal Accounting Fees and Services. Omitted. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB Item 1112(b) of Regulation AB, Significant Obligor Financial Information. No single obligor represents more than 10% of the pool assets held by this transaction. Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction with a significance percentage calculated in excess of 10%. Item 1117 of Regulation AB, Legal Proceedings. None. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. None. Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria. Reports on assessment of compliance with servicing criteria for asset-backed securities are attached hereto under Item 15. Assurant, Inc. previously excluded the applicable servicing criteria set forth in Item 1122 (d)(4)(xii) from the scope of its assessment of compliance. Assurant, Inc. has now assessed its compliance with the Applicable Servicing Criteria for the Reporting Period of January 1, 2006 through December 31, 2006 and has identified a material instance of noncompliance with that servicing criterion. Specifically, Assurant, Inc. did not have, during the Reporting Period, sufficient policies and procedures to capture the information with respect to the Platform Transactions necessary to determine compliance with Item 1122(d)(4)(xii). Accordingly, Assurant, Inc. has restated its previous assessment for the Reporting Period, which excluded evaluation of the criterion, to include the criterion and reflect the material noncompliance as a result of its assessment. The 1122 statements for First American Real Estate Solutions of Texas, L.P. (as Sub-Contractor for Cenlar, FSB) has disclosed the following material instance of noncompliance with the servicing criteria set forth in Item 1122(d)(2)(vii)(B) of Regulation AB applicable to the Company during year ended December 31, 2006. Account reconciliations for all asset-backed securities related bank accounts were not prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements as required by Item 1122(d)(2)(vii)(B) of Regulation AB. The 1122 statements for PHH Mortgage Corporation has disclosed the following material noncompliance with criteria applicable to the Company during the year ended December 31, 2006: Standard Description 1122(d)(1)(i) The Company has not instituted policies and procedures to specifically monitor performance or other triggers or events of default stated in the transaction agreements 1122(d)(1)(iv) During the months of July, August, and September, the Company's minimum coverage requirement exceeded its $160 million fidelity bond by amounts ranging up to approximately $1.3 million. Effective September 27, 2006, the Company's fidelity bond was increased to $170 million. Effective September 27, 2006, the Company's fidelity bond was increased to $170 million. 1122(d)(3)(i)(A) The Company did not maintain or provide one of the required monthly reports stated in the transaction agreements during the year 1122(d)(3)(i)(D) The Company did not perform procedures to agree the unpaid principal balance and number of loans serviced by the Company with that of the investors or trustees Wells Fargo Bank, N.A.'s report on assessment of compliance with servicing criteria, attached to this report on Form 10-K as Exhibit 33(i), and the related registered public accounting firm's attestation report, attached to this report on Form 10-K as Exhibit 34(i), identify the following material instances of noncompliance with the servicing criteria: With respect to Item 1122(d)(3)(i), the Company provided incomplete data to some third parties who use such data to calculate delinquency ratios and determine the status of loans with respect to bankruptcy, foreclosure or real estate owned. Instead of the actual due date being provided for use in calculating delinquencies, the date of the first payment due to the security vas provided; with respect to Item 1122(d)(4)(vii), the Company, as required by certain servicing agreements, did not provide investors with prior notification of intent to foreclose. Wells Fargo Bank, N.A.'s Master Servicer and Securities Administrator report on assessment of compliance with servicing criteria, attached to this report on Form 10-K as Exhibits 33(j) and 33(k), and the related registered public accounting firm's attestation report, attached to this report on Form 10-K as Exhibits 34(j) and 34(k), identify the following material instance of noncompliance with the servicing criteria: With respect to Item 1122(d)(3)(i), certain monthly investor or remittance reports included errors in the calculation and/or reporting of delinquencies for the pool assets. Although each servicing criterion required by Item 1122(d) of Regulation AB is addressed in one or more of the Assessments of Compliance with Servicing Criteria and related Attestation Reports included with this report, the Servicers', Cenlar FSB, Countrywide Home Loans Servicing LP, and PHH Mortgage Corporation, Assessment of Compliance and related Attestation Reports did not address each of the servicing criteria that the Servicers were required to address under the terms of the related Servicing Agreements. The Servicers have not identified such failure to provide an Assessment and Attestation for these items as a material failure to fulfill its obligations under the related servicing agreement in the Servicer's Compliance Statements provided under Item 1123 of Regulation AB, because the Servicers assert that those items are not applicable to the Servicers. Item 1123 of Regulation AB, Servicer Compliance Statement. Servicer compliance statements are attached hereto under Item 15. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (4) Pooling and Servicing Agreement dated as of January 1, 2006 among Greenwich Capital Acceptance, Inc., as Depositor, Thornburg Mortgage Home Loans, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Delaware Trustee and LaSalle Bank National Association, as Trustee and Custodian (incorporated herein by reference exhibit 4.1 of the Current Report on Form 8-K of the registrant, as filed with the Commission on February 15, 2006). (10) Incorporated by reference as Exhibit (4). (31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant Inc. as Sub-Contractor for Cenlar, FSB b) Bank of America, National Association, as Servicer c) Cenlar, FSB, as Sub-Servicer for Thornburg Mortgage d) Countrywide Home Loans Servicing LP, as Servicer e) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Cenlar, FSB f) LaSalle Bank, National Association, as Custodian g) PHH Mortgage Corporation, as Servicer h) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A. i) Wells Fargo Bank, N.A., as Servicer j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator l) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant Inc. as Sub-Contractor for Cenlar, FSB b) Bank of America, National Association, as Servicer c) Cenlar, FSB, as Sub-Servicer for Thornburg Mortgage d) Countrywide Home Loans Servicing LP, as Servicer e) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Cenlar, FSB f) LaSalle Bank, National Association, as Custodian g) PHH Mortgage Corporation, as Servicer h) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A. i) Wells Fargo Bank, N.A., as Servicer j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator l) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
(35) Servicer compliance statement. a) Cenlar, FSB, as Sub-Servicer for Thornburg Mortgage b) Countrywide Home Loans Servicing LP, as Servicer c) PHH Mortgage Corporation, as Servicer d) Wells Fargo Bank, N.A., as Servicer e) Wells Fargo Bank, N.A., as Master Servicer f) Wells Fargo Bank, N.A., as Securities Administrator
(b) Not applicable. (c) Omitted. Filed herewith. SIGNATURES 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. Thornburg Mortgage Securities Trust 2006-1 (Issuing Entity) Wells Fargo Bank, N.A. (Master Servicer) /s/ Kristen Ann Cronin Kristen Ann Cronin, Vice President (Senior Officer in charge of the servicing function of Wells Fargo Bank, N.A., in its capacity as Master Servicer) Date: May 30, 2008 Exhibit Index Exhibit No. (4) Pooling and Servicing Agreement dated as of January 1, 2006 among Greenwich Capital Acceptance, Inc., as Depositor, Thornburg Mortgage Home Loans, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Delaware Trustee and LaSalle Bank National Association, as Trustee and Custodian (incorporated herein by reference exhibit 4.1 of the Current Report on Form 8-K of the registrant, as filed with the Commission on February 15, 2006). (10) Incorporated by reference as Exhibit (4). (31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant Inc. as Sub-Contractor for Cenlar, FSB b) Bank of America, National Association, as Servicer c) Cenlar, FSB, as Sub-Servicer for Thornburg Mortgage d) Countrywide Home Loans Servicing LP, as Servicer e) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Cenlar, FSB f) LaSalle Bank, National Association, as Custodian g) PHH Mortgage Corporation, as Servicer h) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A. i) Wells Fargo Bank, N.A., as Servicer j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator l) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant Inc. as Sub-Contractor for Cenlar, FSB b) Bank of America, National Association, as Servicer c) Cenlar, FSB, as Sub-Servicer for Thornburg Mortgage d) Countrywide Home Loans Servicing LP, as Servicer e) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Cenlar, FSB f) LaSalle Bank, National Association, as Custodian g) PHH Mortgage Corporation, as Servicer h) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A. i) Wells Fargo Bank, N.A., as Servicer j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator l) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
(35) Servicer compliance statement. a) Cenlar, FSB, as Sub-Servicer for Thornburg Mortgage b) Countrywide Home Loans Servicing LP, as Servicer c) PHH Mortgage Corporation, as Servicer d) Wells Fargo Bank, N.A., as Servicer e) Wells Fargo Bank, N.A., as Master Servicer f) Wells Fargo Bank, N.A., as Securities Administrator