Item 1. Business
Not applicable.
Item 1A.
Item 1A. Risk Factors
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments
Not Applicable.
Item 2.
Item 2. Properties
Not Applicable.
Item 3.
Item 3. Legal Proceedings
There were no material legal proceedings involving the Issuer, or to the extent relating to the Issuer or the assets of the Registrants, the Indenture Trustee, the Seller or General Electric Capital Corporation, as servicer (the “Servicer”), which were pending at December 31, 2005 or as of the date of this Report, other than ordinary routine litigation involving the assets of the Issuer or the duties of the Indenture Trustee, the Servicer or the Seller.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
(a)
To the best knowledge of the Company, there is no established public trading market for the Notes.
Each publicly-offered class of the Issuer’s Notes is represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company.
(b)
Not applicable.
(c)
Not applicable.
Item 6.
Item 6. Selected Financial Data
Not applicable
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not Applicable.
Item 9A.
Item 9A. Controls and Procedures
Not applicable.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11.
Item 11. Executive Compensation
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
General Electric Capital Services, Inc. (“GECS”) owns 100% of the Company’s limited liability equity interests. The address for GECS is 260 Long Ridge Road, Stanford, Connecticut 06927.
Each publicly offered class of the Issuer’s Notes is represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company.
Item 13.
Item 13. Certain Relationships and Related Transactions
None.
Item 14.
Item 14. Principal Accounting Fees and Services
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)
(1)Not applicable.
(2)
Not applicable.
(3)
The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(b)
The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(c)
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the co-registrant has duly caused this report to be signed on behalf of the registrants by the undersigned, thereunto duly authorized.
Date: March 31, 2005
CEF EQUIPMENT HOLDING, L.L.C., as Co-Registrant, and as Seller on behalf of GE Commercial Equipment Financing LLC, Series 2005-1, as Co-Registrant
By: /s/ Michael Cipolla
Name: Michael Cipolla
Title: Vice President and Principal Servicing
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 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders during the period covered by this report and the Company does not intend to furnish such materials to security holders subsequent to the filing of this report.
EXHIBIT INDEX
Exhibit 31: Certificate of Officer of Servicer Pursuant to Section 302(A) of the Sarbanese-Oxley Act of 2002.
Exhibit 99.1: Annual Statements as to Compliance.
Exhibit 99.2: Independent Accountant’s Report of March 15, 2006 on Management’s Assertions with respect to GE Commercial Equipment Financing LLC, Series 2005-1.
Exhibit 99.3: Current Reports on Form 8-K for the period ended December 31, 2005.