-----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, AQEACqGq53KtQbYc9LcD35uHxZqZtdxn5vejZNcrV8liddeJQKxZ8Owe7Jd+Hs2F NHdJ3YaJPc8J2SUuWIP3aQ== 0000070858-00-000162.txt : 20000331 0000070858-00-000162.hdr.sgml : 20000331 ACCESSION NUMBER: 0000070858-00-000162 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST OMNI BANK CREDIT CARD MASTER TRUST CENTRAL INDEX KEY: 0001058729 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 860645265 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-23973 FILM NUMBER: 586669 BUSINESS ADDRESS: STREET 1: 1825 E BUCKEYE RD CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6025973738 MAIL ADDRESS: STREET 1: 1825 E BUCKEYE RD STREET 2: CAMELBACK 3RD FL STE 3719 CITY: PHOENIX STATE: AZ ZIP: 85034 10-K 1 BODY OF 12/31/99 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999 Commission file number 0-23973 BANK OF AMERICA, NATIONAL ASSOCIATION (USA) on behalf of the FIRST OMNI BANK CREDIT CARD MASTER TRUST, SERIES 1996-A --------------------------------------------------------------- (Exact name of registrant as specified in its charter) United States 86-0645265 ----------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 1825 E. Buckeye Road Phoenix, AZ 85034 --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (888) 279-3457 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 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] 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. PART I. 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 for this Report. 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, 1999, 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 ---------------------------------------------------- Northern Trust Company $93,020,000 21.02% 801 S. Canal C-In Chicago, IL 60607 Chase Manhattan Bank $81,435,000 18.40% 4 New York Plaza 13th Floor New York, NY 10004 Boston Safe Deposit & $49,255,000 11.13% Trust Co., c/o Mellon Bank N.A., Three Mellon BanK Center Room 153-3015 Pittsburgh, PA 15259 SSB-Custodian $33,960,000 7.67% Global Corp. Action Dept. JAB5W, P.O. Box 1631, Boston, MA 02105-1631 The Bank of New York $28,750,000 6.50% 925 Patterson Plank Rd. Secaucus, NJ 07094 Bankers Trust Company $27,205,000 6.15% c/o BT Services Tennessee Inc., 648 Grassmere Park Dr., Nashville, TN 37211 Item 13. Certain Relationships and Related Transactions. --------------------------------------------------- None. PART IV. Item 14. Exhibits, Financial Statement Schedules and Reports 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) 10.3 Transfer and Assumption Agreement, dated as of February 25, 1998 among First Omni Bank, N.A., Bank of America National Association and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of First Omni Bank, N.A. (File No. 0-20755) filed on March 6, 1998) 99.1 First Omni Bank Credit Card Master Trust, Series 1996-A, Annual Servicer's Certificate for the period ended December 31, 1999. 99.2 First Omni Bank Credit Card Master Trust, Series 1996-A, Annual Independent Accountants' Servicing Report for the period ended December 31, 1999. (c) Reports on Form 8-K. (i) Current Reports on Form 8-K, dated January 15, 1999, February 15, 1999, March 15, 1999, April 15, 1999, May 17, 1999, June 15, 1999, July 15, 1999, August 16, 1999, September 15, 1999, October 15, 1999, November 15, 1999 and December 15, 1999. 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 30, 2000 FIRST OMNI BANK CREDIT CARD MASTER TRUST, SERIES 1996-A By: BANK OF AMERICA, NATIONAL ASSOCIATION (USA), Servicer By: /s/ DAVID M. BELK -------------------- David M. Belk Senior Vice-President 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) 10.3 Transfer and Assumption Agreement, - dated as of February 25, 1998 among First Omni Bank, N.A., Bank of America National Association and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of First Omni Bank, N.A. (File No. 0-20755) filed on March 6, 1998) 99.1 First Omni Bank Credit Card Master 7 Trust, Series 1996-A, Annual Servicer's Certificate for the period ended December 31, 1999. 99.2 First Omni Bank Credit Card Master 9 Trust, Series 1996-A, Annual Independent Accountants' Servicing Report for the period ended December 31, 1999.
EX-99.1 2 EXHIBIT 99.1 ANNUAL SERVICER'S CERTIFICATE ------------------------------ FIRST OMNI BANK, N.A. FIRST OMNI BANK CREDIT CARD MASTER TRUST The undersigned, a duly authorized representative of Bank of America, N.A. (USA), as Successor Servicer ("Bank of America"), 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. Bank of America 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, 1999, 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 fiscal year ended December 31, 1999, 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 30th day of March, 2000. Bank of America, N.A. (USA), Servicer By /s/ David M. Belk ------------------------ Name: David M. Belk Title: Senior Vice President EX-99.2 3 Page 9 Exhibit 99.2 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Bank of America, N.A. (USA) We have examined management's assertion that Bank of America, N.A. (USA), formerly First Omni Bank, N.A., (the "Company") maintained an effective system of internal control over servicing of accounts and over safeguarding of assets against unauthorized acquisition, use or disposition in compliance with First Omni Bank Credit Card Master Trust Pooling and Servicing Agreement dated April 1, 1996, and including the Series 1996-A Supplement (collectively, the "Agreement"), between the Company, as Transferor and Servicer, and The Bank of New York, as Trustee, as of December 31, 1999 included in the accompanying Report of Management on Compliance with Pooling and Servicing Agreement. We have also examined management's assertion about the Company's compliance with sections 3.1(b-d, f), 3.2, 3.4(b), 3.5, 3.8, 3.9, 4.2, 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 8.8 - and as to section 13.5 where applicable in the previously delineated sections and except for references from such sections to a section (and references therefrom) not specifically delineated herein - of the Agreement for the period January 1, 1999 to December 31, 1999 for the Series 1996-A (the "Series"), included in the accompanying Report of Management on Compliance with Pooling and Servicing Agreement. Management is responsible for the Company's system of internal control over servicing of accounts and over safeguarding of assets against unauthorized acquisition, use or disposition in compliance with the Agreement (hereafter referred to as "servicing"), and for compliance with the aforementioned sections of the Agreement. Our responsibility is to express an opinion on management's assertions. Our examinations were made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of the Company's internal control over servicing and evaluating the design and operating effectiveness of internal control as of December 31, 1999. Our examinations also included examining, on a test basis, evidence about the Company's compliance with the aforementioned sections of the Agreement for the period January 1, 1999 to December 31, 1999 for the Series and performing such other procedures as we considered necessary in the circumstances. We believe that our examinations provide a reasonable basis for our opinion. Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal control over compliance with the specified requirements of the Agreement 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 assertions that the Company maintained an effective system of internal control over servicing as of December 31, 1999, based upon the criteria for effective internal control described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and that the Company complied with the aforementioned sections of the Agreement for the period January 1, 1999 to December 31, 1999 are fairly stated, in all material respects for the Series. March 24, 2000 Page 10 Report of Management on Credit Card Trust Internal Controls and Pooling and Servicing Agreement Compliance INTERNAL CONTROLS Bank of America National Association (USA) ("BANA"), a wholly owned subsidiary of BankAmerica Corporation, is responsible for establishing and maintaining effective internal controls over the functions performed as servicer of the First Omni Bank Credit Card Master Trust Series 1996-A (the "Trust"). These controls are designed to provide reasonable assurance to BANA's management that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Pooling and Servicing Agreement dated April 1, 1996 (the "Agreement") and the supplements to the Agreement relating to Series 1996-A, as applicable, between BANA and The Bank of New York and are recorded properly to permit the preparation of the required financial reports. There are inherent limitations in any internal controls, including the possibility of human error and circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect of the achievement of any objectives of internal control. Further, because of changes in conditions, the effectiveness of the internal controls may vary over time. BANA has determined that the objectives of its internal controls with respect to servicing and reporting of credit card receivables sold to the Trust are to provide reasonable, but not absolute assurance that: - Funds collected are appropriately remitted to the Trustee in accordance with the Agreement and the supplements to the Agreement. - Trust assets are segregated from those retained by BANA in accordance with the Agreement and the supplements to the Agreement. - Expenses incurred by the Trust are properly calculated and remitted in accordance with the Agreement and the supplements to the Agreement. - The addition of accounts to the Trust are authorized in accordance with the Agreement and the supplements to the Agreement. - The removal of accounts from the Trust are authorized in accordance with the Agreement and the supplements to the Agreement. 11 - Trust assets amortizing out of the Trust are calculated in accordance with the Agreement and the supplements to the Agreement. - Monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by management prior to disbursing. - Monthly Trust reports generated in the form of "Exhibits" contain all information required by the Agreement and the supplements to the Agreement. BANA has assessed its internal controls over the functions performed as servicer of the Trust in relation to these criteria. Based upon this assessment, BANA maintained that, as of December 31, 1999, its internal controls over the functions performed as servicer of the Trust are effective in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Agreement between BANA and U.S. Bank National Association (formerly known as First Bank National Association) and the supplements to the Agreement and are recorded properly to permit the preparation of the required Monthly Trust reports in the form of "Exhibits". POOLING AND SERVICING AGREEMENT COMPLIANCE BANA is responsible for complying with the Agreement and the provisions of each supplement to the Agreement. BANA assessed its compliance with the relevant terms and conditions of Sections 3.1(f), 3.2, 3.4, 3. 5, 3. 9, 4. 2(a), 4. 3 and 9. 1 of the Agreement and Sections 3(b), 4.7(a), 4.11, 4.12 and 5. 2(a) of the supplements to the Agreement relating to Series 1996-A , as of December 31, 1999 and for the year then ended. Based upon this assessment, BANA was in compliance with the relevant terms and conditions identified in the Sections above for the Agreement and the supplements to the Agreement. In addition, BANA did not identify any instances of noncompliance in performing the assessment. March 30, 2000 /s/ DAVID M. BELK --------------------------------- David M. Belk Senior Vice President /s/ MICHAEL KOPP ---------------------------------- Michael Kopp Controller -----END PRIVACY-ENHANCED MESSAGE-----