-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PekTdpzgDYGytyh2qPFMpPXXfnWi1wvB1uYdHTaAb5xaZDk2tyB3j+o5hdqi7kl4 NUTwY7GcNUpb1AofHYGk4w== 0001006183-97-000010.txt : 19970329 0001006183-97-000010.hdr.sgml : 19970329 ACCESSION NUMBER: 0001006183-97-000010 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970328 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST OMNI BANK NA CENTRAL INDEX KEY: 0001006183 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510263671 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20755 FILM NUMBER: 97566596 BUSINESS ADDRESS: STREET 1: 499 MITCHELL RD STREET 2: PO BOX 900 CITY: MILLSBORO STATE: DE ZIP: 19966 BUSINESS PHONE: 3029342000 MAIL ADDRESS: STREET 1: 101 S PACA ST MS109-600 CITY: BALTIMORE STATE: MD ZIP: 21201 10-K405 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X Annual report pursuant to Section 13 or 15(d) of the Securi- ties Exchange Act of 1934 for the fiscal year ended December 31, 1996 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to _______ Commission file number 0-20755 FIRST OMNI BANK, N.A. (Exact name of registrant as specified in its charter) on behalf of the FIRST OMNI BANK CREDIT CARD MASTER TRUST, SERIES 1996-A United States 51-0263671 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 499 Mitchell Road Millsboro, Delaware 19966 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code)(302)934-2000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A 6.65% Asset Backed Certificates, Series 1996-A Indicate by check mark whether the registrant (i) 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 such shorter period thatthe 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] State the aggregate market value of voting stock held by non-affiliates of the registrant. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not Applicable. Page 2 PART I. Item 3. Legal Proceedings. None. Item 4. Submission of Matters to a Vote of Security Hold- ers. None. PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. Not applicable for this Re- port. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III. Item 12. Security Ownership of Certain Beneficial Owners and Management. The following table sets forth, as of December 31, 1996, information regarding each participant in the Depository Trust Company that held a position of more than 5% of the aggregate principal amount of the Class A 6.65% Asset Backed Certficates, Series 1996-A.
Amount/Nature Name/Address of of beneficial Percent beneficial owner ownership of Class ------------------------------------------------ Bankers Trust Company $66,375,000 15.00% c/o BT Services Tennessee Inc., Pension Trust Services, 648 Grassmere Park Dr., Nashville, TN 37211 Boston Safe Deposit & $65,155,000 14.72% Trust Co., c/o Mellon Bank N.A., Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank $71,580,000 16.18% Two Chase Manhattan Plaza 5th Floor, New York, NY 10081
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Amount/Nature Name/Address of of beneficial Percent beneficial owner ownership of Class ------------------------------------------------ Chase Manhattan Bank/ $34,815,000 7.87% Chemical, Auto Settle Dept., 4 New York Plaza 4th Floor, New York, NY 10004 Northern Trust Company $46,240,000 10.45% 801 S. Canal C-In Chicago, IL 60607
Item 13. Certain Relationships and Related Transactions. None. PART IV. Item 14. Exhibits, Financial Statement Schedules and Re- ports on Form 8-K. (a) Exhibits. 10.1 Pooling and Servicing Agreement, dated as of April 1, 1996, between First Omni Bank, N.A. and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 2, 1996) 10.2 Series 1996-A Supplement, dated as of April 1, 1996, between First Omni Bank, N.A. and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Commission on May 2, 1996) 99.1 First Omni Bank Credit Card Master Trust, Series 1996-A, Annual Servicer's Certificate for the period ended 12/31/96. 99.2 First Omni Bank Credit Card Master Trust, Series 1996-A, Annual Independent Accountants' Servicing Report for the period ended 12/31/96. Page 4 (c) Reports on Form 8-K. (i) Current Reports on Form 8-K, dated June 17, 1996, July 15, 1996, August 15, 1996, September 16, 1996, October 15, 1996, November 15, 1996 and December 16, 1996. Page 5 SIGNATURES Pursuant to the requirements 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. Date: March 28, 1997 FIRST OMNI BANK CREDIT CARD MASTER TRUST, SERIES 1996-A By: FIRST OMNI BANK, N.A., Servicer By: /s/ ROBERT F. RAY ------------------------------ Robert F. Ray, Vice President Page 6 EXHIBIT INDEX
Exhibit Description Page 10.1 Pooling and Servicing Agreement, - dated as of April 1, 1996, between First Omni Bank, N.A. and The Bank of New York, as Trustee (incorpo- rated herein by reference to Exhib- it 4.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 2, 1996) 10.2 Series 1996-A Supplement, dated as - of April 1, 1996, between First Omni Bank, N.A. and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Commis- sion on May 2, 1996) 99.1 First Omni Bank Credit Card Master 7 Trust, Series 1996-A, Annual Servicer's Certificate for the period ended 12/31/96. 99.2 First Omni Bank Credit Card Master 9 Trust, Series 1996-A, Annual Independent Accountants' Servicing Report for the period ended 12/31/96.
EX-99.1 2 Page 7 Exhibit 99.1 FORM OF ANNUAL SERVICER'S CERTIFICATE ------------------------------------- (To be delivered on or before each March 31 beginning with March 31, 1997, pursuant to Section 3.5 of the Pooling and Servicing Agreement referred to below) FIRST OMNI BANK, N.A. FIRST OMNI BANK CREDIT CARD MASTER TRUST The undersigned, a duly authorized representative of First Omni Bank, N.A., as Servicer ("First Omni"), pursuant to the Pooling and Servicing Agreement dated as of April 1, 1996 (as may be amended and supplemented from time to time, the "Agreement"), among First Omni Bank, N.A., as Transferor and Servicer, and The Bank of New York, as Trustee, does hereby certify that: 1. First Omni is, as of the date hereof, Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to Trustee. 3. A review of the activities of Servicer during the fiscal year ended December 31, 1996, and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5. 5. The following is a description of each default in the performance of Servicer's obligations under the provisions of the Agreement known to me to have been made by Servicer during the Page 8 fiscal year ended December 31, 1996, which sets forth in detail(i)the nature of each such default, (ii) the action taken by Servicer, if any, to remedy each such default and (iii) the current status of each such default: NONE IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 24th day of March, 1997. FIRST OMNI BANK, N.A., Servicer By /s/ Richard H. Welsh ------------------------ Name: Richard H. Welsh Title: V.P., Controller EX-99.2 3 Page 9 Exhibit 99.2 REPORT OF INDEPENDENT ACCOUNTANTS We have examined management's assertion that, as of December 31, 1996, First Omni Bank, N.A. (First Omni) maintained effective internal control over the servicing of credit card receivables for First Omni Bank Credit Card Master Trust (the "Trust"). Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of the internal control over the loan servicing process, testing and evaluating the design and operating effectiveness of the internal control, and such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Because of inherent limitations in any internal control, errors or irregularities may occur and not be detected. Also, projections of any evaluation of the internal control over the loan servicing process to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. In our opinion, management's assertion that First Omni maintained effective internal control over the servicing of credit card receivables for the Trust as of December 31, 1996, is fairly stated, in all material respects, based upon criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as described in "Internal Control - Integrated Framework". COOPERS & LYBRAND, L.L.P. Baltimore, Maryland March 21, 1997 Page 10 March 21, 1997 Assertion by First Omni Bank, N.A. First Omni Bank, N.A. (First Omni) services credit card receivables for the First Omni Credit Card Master Trust (the "Trust"). First Omni maintained effective internal control over the loan servicing for the Trust as of December 31, 1996, based upon criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as described in "Internal Control Integrated Framework". /s/ Richard H. White - --------------------- Richard H. White President & CEO /s/ Richard H. Welsh - ------------------------- Richard H. Welsh Vice President/Controller /s/ Lawrence A. Biasotto - ------------------------- Lawrence A. Biasotto Vice President Technology Mgt. -----END PRIVACY-ENHANCED MESSAGE-----