Item 1. Business.
The Volkswagen Credit Auto Master Owner Trust, a New York common law trust (the “Trust”) was created pursuant to the Trust Agreement dated August 3, 2000 among Volkswagen Dealer Finance, LLC (the “Company”) as transferor, and The Bank of New York as trustee (the “Trustee”). The Trust has elected to become a Delaware statutory trust prior to the issuance of the Series 2005-1, Floating Rate Auto Dealer Loan Backed Notes.
The Company has registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and sold to the general public the Series 2005-1, Floating Rate Auto Dealer Loan Backed Notes in the initial principal amount of $850,000,000. The Payment Date Statements contain information relating to the Receivables and the accounts from which the Receivables arise (the “Accounts”) and are prepared by the Servicer. The Payment Date Statements containing information relating to the Receivables and the Accounts for the Collection Periods from and including August 2005 through December 2005 are incorporated by reference from the registrant’s Current Reports on Form 8-K filed with the Commission on September 20, 2005, October 20, 2005, November 21, 2005, December 20, 2005, and January 20, 2006, respectively.
Item 1A.
Item 1A. Risk Factors.
Omitted.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
The Trust assets include wholesale receivables (the “Receivables”) generated from time to time in a portfolio of revolving financing arrangements with automobile dealers to finance their automobile inventory and collections on the Receivables. Such property was obtained by the Company pursuant to the Amended and Restated Receivables Purchase Agreement dated as of August 11, 2005 between the Company, as purchaser, and VW Credit, Inc., as seller.
See Item 15.
The following tables set forth the number and aggregate principal amount of delinquent and defaulted loan contracts, the delinquency rates, and aggregate net losses on the loan contracts owned by the Trust as of December 31, 2005:
Item 3.
Item 3. Legal Proceedings.
(a) There were no material legal proceedings involving the Trust, or to the extent relating to the Trust, the Transferor, the Indenture Trustee, the Servicer or the Owner Trustee, which were pending at December 31, 2005, or as of the date of this report.
(b) Not Applicable.
Item 4.
Item 4. Submission of Matters To A Vote Of Security Holders.
No votes or consents of Noteholders were solicited during Fiscal Year 2005 for any purpose.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
To the best knowledge of the registrant, there is no established public trading market for the Notes.
(a)
The Notes are represented by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company. At December 31, 2005, there were less than 300 holders of record of each Class of Notes.
(b)
Not Applicable.
(c)
Not Applicable.
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operation.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9.
Item 9. Changes in and Disagreements With Accountants On Accounting And Financial Disclosure.
Omitted.
Item 9A.
Item 9A. Controls and Procedures.
Omitted.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11.
Item 11. Executive Compensation.
Omitted.
Item 12.
Item 12. Security Ownership Of Certain Beneficial Owners And Management and Related Stockholder Matters.
None.
Item 13.
Item 13. Certain Relationships And Related Transactions.
None.
Item 14.
Item 14. Principal Accountant Fees and Services.
Omitted.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(c)
The exhibits in response to Item 601 of Regulation S-K are listed in the Exhibit Index
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.
March 30, 2006
EXHIBIT INDEX
Exhibit 31: Certification of Officer of Servicer pursuant to Section 302(A) of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1: Annual Certificate of VW Credit, Inc., as Servicer.
Exhibit 99.2: Report on the Activities of VW Credit, Inc., as Servicer, prepared by Virchow Krause & Company, LLP.
Exhibit 99.3: Annual Distribution Statement containing information relating to the Receivables and the Accounts for the Collection Periods from and including August 2005 through December 2005.