10-K/A 1 jpl060s2_10ka-2006.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (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: 333-130192-04 J.P. Morgan Alternative Loan Trust 2006-S2 (exact name of issuing entity as specified in its charter) J.P. Morgan Acceptance Corporation I (exact name of the depositor as specified in its charter) J.P. Morgan Mortgage Acquisition Corp. (exact name of the sponsor as specified in its charter) Delaware 54-2196745 (State or other jurisdiction of 54-2196747 incorporation or organization) (I.R.S. Employer Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 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. Not applicable. 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 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 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. EXPLANATORY NOTE The registrant 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.") (affiliates of Assurant Inc., collectively, the "Asserting Party") recently provided the registrant with a restated report on assessment of compliance with servicing criteria for asset-backed securities and a related attestation. In the original assessment previously provided to the registrant, the Asserting Party excluded Item 1122(d)(4)(xii) from the scope of its assessment of compliance. The Asserting Party recently provided the registrant with a restated report on assessment of compliance that assesses the Asserting Party's compliance with Item 1122(d)(4)(xii) and identifies a material instance of noncompliance with this criterion. This material instance of noncompliance is noted in this Form 10-K/A under "Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria" under "Additional Disclosure Items Pursuant to General Instruction J." The registrant has included this restated report on 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 Securities and Exchange Commission on April 2, 2007. PART I Item 1. Business. Omitted. Item 1A. Risk Factors. Omitted. Item 1B. Unresolved Staff Comments. None. 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 Registrants 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. None. Item 1114(b)(2) and 1115(b) of Regulation AB. Significant Enhancement Provider Financial Information. None. Item 1117 of Regulation AB. Legal Proceedings. None. Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions. Provided previously in the prospectus supplement of the Registrant relating to the Issuing Entity and filed pursuant to Rule 424 of the Securities Act of 1933, as amended. Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. The servicing criteria are attached hereto under Item 15 and as otherwise disclosed below. American Security Insurance Company's, Standard Guaranty Insurance Company's and TrackSure Insurance Agency, Inc.'s (formerly, "Safeco Financial Institution Solutions, Inc.") (affiliates of Assurant Inc., and collectively, the "Asserting Party")) report on assessment of compliance with servicing criteria and the related registered public accounting firm's attestation report identify the following material instance of noncompliance with the servicing criteria: the Asserting Party did not have, during the reporting period, sufficient policies and procedures to capture the information with respect to the platform transactions necessary to determine, in compliance with Section 1122(d)(4)(xii), whether any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and are not charged to the obligor, unless the late payment was due to the obligor's error or omission. The 1122 statements for GreenPoint Mortgage Funding, Inc. has disclosed the following material noncompliance with servicing criteria 1122(d)(1)(i), 1122(d)(2)(iv), and 1122(d)(3)(ii) applicable to the Company's platform covered by this report during the year ended December 31, 2006. 1122(d)(1)(i) - There were no policies and procedures instituted to monitor the performance or other triggers and events of defaults in accordance with the transaction agreements; 1122(d)(2)(iv) - The related accounts for each transaction were not separately maintained as set forth in the transaction agreements; and, 1122(d)(3)(ii) - Amounts due to investors were not remitted in accordance with the timeframes set forth in the transaction agreements. 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. 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 The 1122 statements for SunTrust Mortgage, Inc. has disclosed the following material noncompliance with the servicing criteria set forth in Items 1122(d)(1)(i), 1122(d)(2)(i), and 1122(d)(2)(iv) of Regulation AB applicable to the Company during the year ended December 31, 2006. Specifically, SunTrust Mortgage, Inc. did not (i) institute policies and procedures to monitor any performance or other triggers and events of default in accordance with the transaction agreements as required by Item 1122(d)(1)(i); (ii) deposit payments on pool assets into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days after receipt, or such other number of days specified in the transaction agreements as required by Item 1122(d)(2)(i); and (iii) separately maintain the related accounts for the transaction as set forth in the transaction agreements, as required by Item 1122(d)(2)(iv). The 1122 statements for Wells Fargo Bank, National Association (Corporate Trust Services) has disclosed material noncompliance with criterion 1122(d)(3)(i), as applicable to the Company during the twelve months ended December 31. 2006. Certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets. Item 1123 of Regulation AB. Servicer Compliance Statement. The servicer compliance statements are attached hereto under Item 15. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (4.1) Pooling and Servicing Agreement (filed as an exhibit to Form 8-K on May 12, 2006 and incorporated by reference herein). (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 GreenPoint Mortgage Funding, Inc. b) Chase Home Finance LLC, as Sub-Servicer for JPMorgan Chase Bank, N.A. c) GreenPoint Mortgage Funding, Inc., as Servicer d) JPMorgan Chase Bank, N.A., as Named Servicer e) JPMorgan Chase Bank, N.A., as Custodian f) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc. g) PHH Mortgage Corporation, as Servicer h) SunTrust Mortgage, Inc., as Servicer i) The Bank of New York, as Custodian j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator l) Wells Fargo Bank, N.A., as Paying Agent m) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc. b) Chase Home Finance LLC, as Sub-Servicer for JPMorgan Chase Bank, N.A. c) GreenPoint Mortgage Funding, Inc., as Servicer d) JPMorgan Chase Bank, N.A., as Named Servicer e) JPMorgan Chase Bank, N.A., as Custodian f) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc. g) PHH Mortgage Corporation, as Servicer h) SunTrust Mortgage, Inc., as Servicer i) The Bank of New York, as Custodian j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator l) Wells Fargo Bank, N.A., as Paying Agent m) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc.
(35) Servicer compliance statement. b) Chase Home Finance LLC, as Sub-Servicer for JPMorgan Chase Bank, N.A. c) GreenPoint Mortgage Funding, Inc., as Servicer d) JPMorgan Chase Bank, N.A., as Named Servicer g) PHH Mortgage Corporation, as Servicer h) SunTrust Mortgage, Inc., as Servicer j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator (99.1) Interest Rate Cap Agreements (filed as an exhibit to Form 8-K on May 12, 2006 and incorporated by reference herein).
(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. J.P. Morgan Alternative Loan Trust 2006-S2 (Issuing Entity) Wells Fargo Bank, N.A. (Master Servicer) /s/ John Sadowski John Sadowski, Vice President (senior officer in charge of the servicing function of the master servicer) Date: June 5, 2008 Exhibit Index Exhibit No. (4.1) Pooling and Servicing Agreement (filed as an exhibit to Form 8-K on May 12, 2006 and incorporated by reference herein). (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 GreenPoint Mortgage Funding, Inc. b) Chase Home Finance LLC, as Sub-Servicer for JPMorgan Chase Bank, N.A. c) GreenPoint Mortgage Funding, Inc., as Servicer d) JPMorgan Chase Bank, N.A., as Named Servicer e) JPMorgan Chase Bank, N.A., as Custodian f) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc. g) PHH Mortgage Corporation, as Servicer h) SunTrust Mortgage, Inc., as Servicer i) The Bank of New York, as Custodian j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator l) Wells Fargo Bank, N.A., as Paying Agent m) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc. b) Chase Home Finance LLC, as Sub-Servicer for JPMorgan Chase Bank, N.A. c) GreenPoint Mortgage Funding, Inc., as Servicer d) JPMorgan Chase Bank, N.A., as Named Servicer e) JPMorgan Chase Bank, N.A., as Custodian f) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc. g) PHH Mortgage Corporation, as Servicer h) SunTrust Mortgage, Inc., as Servicer i) The Bank of New York, as Custodian j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator l) Wells Fargo Bank, N.A., as Paying Agent m) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc.
(35) Servicer compliance statement. b) Chase Home Finance LLC, as Sub-Servicer for JPMorgan Chase Bank, N.A. c) GreenPoint Mortgage Funding, Inc., as Servicer d) JPMorgan Chase Bank, N.A., as Named Servicer g) PHH Mortgage Corporation, as Servicer h) SunTrust Mortgage, Inc., as Servicer j) Wells Fargo Bank, N.A., as Master Servicer k) Wells Fargo Bank, N.A., as Securities Administrator (99.1) Interest Rate Cap Agreements (filed as an exhibit to Form 8-K on May 12, 2006 and incorporated by reference herein).