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 year ended 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 _________
333-122561
333-122561-01
(Commission File Number)
BMW FS Securities LLC
BMW Vehicle Owner Trust 2005-A
(Exact name of registrant as specified in its charter)
Delaware
Delaware 22-3784653
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
300 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (201) 307-4000
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 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 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 an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). 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.
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
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 and Related Stockholder Matters
NOT APPLICABLE.
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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 and Executive Officers of the Registrant
NOT APPLICABLE.
Item 11. Executive Compensation
NOT APPLICABLE.
Item 12. Security Ownership of Certain Beneficial Owners and Management
NOT APPLICABLE.
Item 13. Certain Relationships and Related Transactions
NOT APPLICABLE.
Item 14. Principal Accountant Fees and Services
NOT APPLICABLE.
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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:
Exhibit 20.1 Current Reports on Form 8-K filed during period covered
by this report for (i) the April 25, 2005 Distribution Date (incorporated herein
by reference to the BMW Vehicle Owner Trust 2005-A Form 8-K filed on April 25,
2005, file number 333-122561-01), (ii) the May 25, 2005 Distribution Date
(incorporated herein by reference to the BMW Vehicle Owner Trust 2005-A Form 8-K
filed on May 25, 2005, file number 333-122561-01), (iii) the June 27, 2005
Distribution Date (incorporated herein by reference to the BMW Vehicle Owner
Trust 2005-A Form 8-K filed on June 27, 2005, file number 333-122561-01), (iv)
the July 27, 2005 Distribution Date (incorporated herein by reference to the BMW
Vehicle Owner Trust 2005-A Form 8-K filed on July 27, 2005, file number
333-122561-01), (v) the August 25, 2005 Distribution Date (incorporated herein
by reference to the BMW Vehicle Owner Trust 2005-A Form 8-K filed on August 25,
2005, file number 333-122561-01), (vi) the September 26, 2005 Distribution Date
(incorporated herein by reference to the BMW Vehicle Owner Trust 2005-A Form 8-K
filed on September 26, 2005, file number 333-122561-01), (vii) the October 25,
2005 Distribution Date (incorporated herein by reference to the BMW Vehicle
Owner Trust 2005-A Form 8-K filed on October 26, 2005, file number
333-122561-01), (viii) the November 25, 2005 Distribution Date (incorporated
herein by reference to the BMW Vehicle Owner Trust 2005-A Form 8-K filed on
November 28, 2005, file number 333-122561-01) and (ix) the December 27, 2005
Distribution Date (incorporated herein by reference to the BMW Vehicle Owner
Trust 2005-A Form 8-K filed on December 28, 2005, file number 333-122561-01).
Exhibit 31.1 Certification Pursuant to the Sarbanes-Oxley Act of 2002
Exhibit 99.1 Annual Servicer Statement of Compliance
Exhibit 99.2 Annual Statement of Independent Accountants Report for
the Servicer
Exhibit 99.3 Management Assertion
(b) EXHIBITS TO THIS REPORT ARE LISTED IN ITEM (15)(A)(3) ABOVE.
(c) NOT APPLICABLE.
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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.
BMW FS Securities LLC
BMW Vehicle Owner Trust 2005-A
Signed: BMW Financial Services NA, LLC, as Servicer
Date: March 29, 2006 By: /s/ Kerstin Zerbst
----------------------------------------
Kerstin Zerbst
Chief Financial Officer
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.
EXHIBIT INDEX
Exhibit Description
31.1 Certification Pursuant to the Sarbanes-Oxley Act of 2002
99.1 Servicer's Annual Statement of Compliance
99.2 Servicer's Annual Independent Accountant's Report
99.3 Management Assertion
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