**UNITED STATES**

 

**SECURITIES AND EXCHANGECOMMISSION**

 

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**ý****                                 ANNUALREPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGEACT OF 1934.**

 

**For the fiscal year ended December 31, 2005.**

 

# **OR**

#  

**o****                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGEACT OF 1934.**

 

**For the transition period from                                    to                                          .**

 

# **Commission file number: 333-121120-03**

 

**AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-B-M**

(Exact name of Registrant as specified in its charter)

 

| **Delaware**                                                   | ** ** | **59-3804931**      |
|----------------------------------------------------------------|------------|---------------------|
| (State or other jurisdiction of                                |       | (I.R.S. employer    |
| incorporation or  organization)                                |       | identification no.) |
|                                                           |       |                |
| **AmeriCredit Financial Services, Inc. (as  originator)** | ** ** | ** **          |
| **801 Cherry Street, Suite 3900**                         | ** ** | ** **          |
| **Fort Worth, TX**                                             | ** ** | **76102**           |
| (Address of principal executive offices)                       |       | (Zip Code)          |

 

Registrant’s telephonenumber, including area code **(817) 302-7000**

 

Securities RegisteredPursuant to Section 12 (b) of the Securities Exchange Act of 1934:                 **None**

 

Securities RegisteredPursuant to Section 12 (g) of the Securities Exchange Act of 1934:                 **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.

 

Yes o              Noý

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.

 

Yes o              Noý

 

Indicate by checkmark whether the Registrant (1) has filed all reports required to be filedby Section 13 or 15 (d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

Yes ý              Noo

 

Indicate by checkmark if the disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§229.405 of this chapter) is not contained herein and will not becontained, to the best of the Registrants’ knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. ý

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large  accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer ý |
|----------------------------|--------|---------------------|--------|------------------------------|

 

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct).                                   Yeso     No ý

 

### The aggregatemarket value of the voting stock held by non-affiliates of the Registrant:   **None**

 

 

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PART I

 

ITEM 1.                                                     BUSINESS

 

A response to Item 1 isomitted in reliance on guidanceprovided in the Bay View Auto Trusts No-Action Letter (January 15, 1998).

 

ITEM 1A.                                           RISK FACTORS

 

As the registrant is anasset-backed issuer, a response to Item 1A is omitted pursuant to GeneralInstruction J1(b) of the General Instructions to Form 10-K.

 

ITEM 1B.                                             UNRESOLVED STAFF COMMENTS

 

None.

 

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ITEM 2.                                                     PROPERTIES

 

None.

 

ITEM 3.                                                     LEGAL PROCEEDINGS

 

None.

 

ITEM 4.                                                     SUBMISSION OF MATTERS TO A VOTE OFSECURITY HOLDERS

 

None.

 

PART II

 

ITEM 5.                                                     MARKET FOR REGISTRANT’S COMMON EQUITY ANDRELATED STOCKHOLDER MATTERS

 

As of February 28,2006, there was one holder of record of the securities. See also Item 12.Security Ownership of Certain Beneficial Owners and Management. There was noprincipal market in which the securities traded.

 

ITEM 6.                                                     SELECTED FINANCIAL DATA

 

A response to Item 6 isomitted in reliance on guidance provided in the Bay View Auto Trusts No-ActionLetter (January 15, 1998).

 

ITEM 7.                  MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

A response to Item 7 isomitted in reliance on guidance provided in the Bay View Auto Trusts No-ActionLetter (January 15, 1998).

 

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ITEM 7A.                                           QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK

 

On June 2,2005, AmeriCredit Automobile Receivables Trust 2005-B-M issued the followingsecurities:

 
| $ | 239,000,000 |   | 3.301%        |   | Class A-1  Notes               |   |
|---|-------------|--------|---------------|--------|-------------------------------------|--------|
| $ | 375,000,000 |   | 3.78%         |   | Class A-2  Notes               |   |
| $ | 430,000,000 |   | 4.05%         |   | Class A-3  Notes               |   |
| $ | 306,000,000 |   | LIBOR + 0.08% |   | Floating Rate Class A-4  Notes |   |

 

TheTrust’s gross interest rate spread, which is the difference between interestearned on its finance receivables and interest paid on its debt securities, isaffected by changes in interest rates. The interest rate demanded by investorson the debt securities depends on prevailing market interest rates forcomparable transactions and the general interest rate environment. These debtsecurities can bear either fixed or variable interest rates. The Trust canutilize derivative financial instruments, interest rate swap and capagreements, to minimize the impact of the interest rate fluctuations on thegross interest rate margin.

 

Thefinance receivables held by the Trust bear interest at a fixed rate, while thedebt securities bear either a fixed or floating rate to the investors. Thefixed rates on the debt securities are indexed to market interest rate swaplevels for transactions of similar duration or various London Interbank OfferedRates (“LIBOR”) and do not fluctuate during the term of the transaction. Thefloating rates issued are indexed to LIBOR and fluctuate periodically based onmovements in LIBOR. As noted in the table above the Trust issued one class offloating rate debt securities indexed to LIBOR and three classes of fixed ratedebt securities. The Trust utilizes interest rate swap agreements to convertvariable rate exposures on the debt securities to a fixed rate, thereby (i) lockingin the gross interest rate spread to be earned over the life of asecuritization transaction that would have been affected by changes in interestrates or (ii) hedging the variability in future excess cash flows to bereceived over the life of a securitization transaction. The Trust iscontractually required to provide protection from adverse changes in interestrates when floating rate debt securities are issued.

 

Thefollowing table provides information about the Trust’s interest rate sensitivefinancial instruments by expected maturity date as of December 31, 2005(dollars in thousands):

 

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| **Years Ending December 31,**       | ** ** | **2006** | ** ** | **2007** | ** ** | **2008** | ** ** | **2009** | ** ** | **Fair Value** | ** ** |
|------------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------------|------------|
|                                     |       |     |       |     |       |     |       |     |       |           |       |
| Assets:                                  |       |     |       |     |       |     |       |     |       |           |       |
| Finance receivables                      |       | $        | 446,901    |     | $          | 335,686  |       | $        | 225,107    |           | $          | 201,100 |   | $ | 1,283,049 |   |
|                                     |       |     |       |     |       |     |       |     |       |           |       |
| Interest rate  swaps                     |       |     |       |     |       |     |       |     |       |           |       |
| Notional amounts                         |       | $        | 306,000    |     | $          | 306,000  |       | $        | 258,539    |           | $          | 49,871 |   | $ | 5,300 |   |
| Average pay rate                         |       | 4.21     | %          | 4.21     | %          | 4.21     | %          | 4.21     | %          |           |       |
| Average receive rate                     |       | 4.82     | %          | 4.84     | %          | 4.77     | %          | 4.87     | %          |           |       |
|                                     |       |     |       |     |       |     |       |     |       |           |       |
| Liabilities:                             |       |     |       |     |       |     |       |     |       |           |       |
| Debt securities issued Principal amounts |       | $        | 394,841    |     | $          | 285,333  |       | $        | 191,341    |           | $          | 170,935 |   | $ | 1,030,393 |   |
| Weighted average effective interest rate |       | 4.04     | %          | 4.10     | %          | 4.13     | %          | 4.21     | %          |           |       |

 

As of December 31,2005, finance receivables are estimated to be realized in future periods usingdiscount rates, prepayment and credit loss assumptions based on historicalexperience. Debt securities issued principal amounts have been classified basedon expected payoff.

 

ITEM 8.                                                     FINANCIAL STATEMENTS AND SUPPLEMENTARYDATA

 

A response to Item 8 isomitted in reliance on guidance provided in the Bay View Auto Trusts No-ActionLetter (January 15, 1998).

 

ITEM 9.                  CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A.                                           CONTROLS AND PROCEDURES

 

A response to Item 9A isomitted pursuantto 17 C.F.R. §§ 240.13a-14(g) and 240.13a-15(a).

 

ITEM 9B.                                             OTHER INFORMATION

 

None.

 

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PART III

 

ITEM 10.                                               DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT

 

A response to Item 10 isomitted in reliance on guidance provided in the Bay View Auto Trusts No-ActionLetter (January 15, 1998).

 

ITEM 11.                                               EXECUTIVE COMPENSATION

 

A response to Item 11 isomitted in reliance on guidance provided in the Bay View Auto Trusts No-ActionLetter (January 15, 1998).

 

ITEM 12.                SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

AFSSenSub Corp. was the only holder of record which beneficially owns more than 5%of the Certificates. The dollar and percentage amounts reflected in the tablebelow are based upon the face amount of the Certificates as of the ClosingDate, and do not reflect amortization, if any, since that date.

 
| ** **                                              | ** ** | **Amount of Certificates** | ** ** | **Percentage of Certificates** | ** ** |
|---------------------------------------------------------|------------|--------------------------------------|------------|------------------------------------------|------------|
| **Name and Address of Participant** | ** ** | **Beneficially Owned**          | ** ** | **Beneficially Owned**              | ** ** |
|                                                    |       |                                 |       |                                     |       |
| AFS SenSub Corp.                                        |       | no face amount                       |       | 100%                                     |       |
| 2265B  Renaissance Drive, Suite 17                 |       | (residual value)                     |       |                                     |       |
| Las Vegas, NV  89119                                    |       |                                 |       |                                     |       |

 

ITEM 13.                                               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

(a)          Transactionswith Management and Others.

 

None.

 

(b)         CertainBusiness Relationships.

 

None.

 

(c)          Indebtednessof Management.

 

None.

 

ITEM 14.                                               PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

A response to Item 14 isomitted pursuant to the Instruction to Item 14.

 

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PART IV

 

ITEM 15.                                               EXHIBITS, FINANCIAL STATEMENT SCHEDULESAND REPORTS ON FORM 8-K

 

(a)                    Exhibits

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                                              | ** ** | **Method of filing** | ** ** |
|-------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------|------------|
|                    |       |                                                                                                                                                                         |       |                           |       |
| Exhibit 31.1       |       | Executive Vice  President, Chief Financial Officer and Treasurer Certification Pursuant to Section 302(a) of  the Sarbanes-Oxley Act of 2002 Relating to Reporting |       | Filed with this  report        |       |
|                    |       |                                                                                                                                                                         |       |                           |       |
| Exhibit 99.1       |       | Annual Servicer  Statement of Compliance                                                                                                                                     |       | Filed with this  report        |       |
|                    |       |                                                                                                                                                                         |       |                           |       |
| Exhibit 99.2       |       | Report of  Independent Accountants                                                                                                                                           |       | Filed with this  report        |       |

 

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(b)                   Reports on Form 8-K

 

Thecurrent report on Form 8-K attaching the related transaction documentswere filed by AmeriCredit Automobile Receivables Trust 2005-B-M on June 7,2005.

 

Thecurrent reports on Form 8-K attaching the related Monthly Servicer’sReport were filed by AmeriCredit Automobile Receivables Trust 2005-B-M on July 11,2005 for the month ending June 30, 2005 and August 10, 2005 for themonth ending July 31, 2005 and September 12, 2005 for the monthending August 31, 2005 and October 11, 2005 the month ending September 30,2005 and November 10, 2005 for the month ending October 31, 2005 and December 12,2005 for the month ending November 30, 2005 and January 10, 2006 forthe month ending December 31, 2005 and February 10, 2006 for themonth ending January 31, 2006.

 

(c)                    Exhibits to this report are listed inItem 15(a) above.

 

SIGNATURES

 

Pursuantto the requirements of Section 13 or 15 (d) of the SecuritiesExchange Act of 1934, AmeriCredit Automobile Receivables Trust 2005-B-M hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 
|   | AMERICREDIT  AUTOMOBILE RECEIVABLES TRUST 2005-B-M |
|--------|----------------------------------------------------|
|   |                                               |
|   | By:                                                | AMERICREDIT  FINANCIAL SERVICES, INC., |
|   |                                               | as sponsor and  as servicer |
|   |                                               |   |
|   | By:                                                | /s/ Chris A.  Choate |   |
|   |                                               | Name: | Chris A. Choate |
|   |                                               | Title: | Executive Vice  President, Chief Financial Officer and Treasurer |
|   |                                               | Dated: | February 28,  2006 |
|        |                                                    |  |  |  |

 

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EXHIBIT INDEX

 

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-B-M

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                                              | ** ** | **Method of filing** | ** ** |
|-------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------|------------|
|                    |       |                                                                                                                                                                         |       |                           |       |
| Exhibit 31.1       |       | Executive Vice President, Chief Financial Officer  and Treasurer Certification Pursuant to Section 302(a) of the  Sarbanes-Oxley Act of 2002 Relating to Reporting |       | Filed with this report         |       |
|                    |       |                                                                                                                                                                         |       |                           |       |
| Exhibit 99.1       |       | Annual Servicer Statement of Compliance                                                                                                                                      |       | Filed with this report         |       |
|                    |       |                                                                                                                                                                         |       |                           |       |
| Exhibit 99.2       |       | Report of Independent Accountants                                                                                                                                            |       | Filed with this report         |       |

 

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