-----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, KM1k6EvMUYitUQU1Ee9k21qrXV2YhcwR5q6wFLQYwyoU/yFw194wYIcGwkhux9ZU 6YcOKsvr99joxZB1OhBEDA== 0001058729-98-000002.txt : 19980402 0001058729-98-000002.hdr.sgml : 19980402 ACCESSION NUMBER: 0001058729-98-000002 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST OMNI BANK CREDIT CARD MASTER TRUST CENTRAL INDEX KEY: 0001058729 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-23973 FILM NUMBER: 98584584 BUSINESS ADDRESS: STREET 1: 1825 E BUCKEYE RD STREET 2: CAMELBACK 3RD FL STE 3719 CITY: PHOENIX STATE: AZ ZIP: 85034 MAIL ADDRESS: STREET 1: 1825 E BUCKEYE RD STREET 2: CAMELBACK 3RD FL STE 3719 CITY: PHOENIX STATE: AZ ZIP: 85034 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, 1997 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 0-23973 BANK OF AMERICA NATIONAL ASSOCIATION 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)(602)597-3738 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. 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, 1997, 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
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Amount/Nature Name/Address of of beneficial Percent beneficial owner ownership of Class ------------------------------------------------ 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 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) 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) Page 4 99.1 First Omni Bank Credit Card Master Trust, Series 1996-A, Annual Servicer's Certificate for the period ended December 31, 1997. 99.2 First Omni Bank Credit Card Master Trust, Series 1996-A, Annual Independent Accountants' Servicing Report for the period ended December 31, 1997. (c) Reports on Form 8-K. (i) Current Reports on Form 8-K, dated January 15, 1997, February 17, 1997, March 17, 1997, April 15, 1997, May 15, 1997, June 16, 1997, July 15, 1997, August 15, 1997, September 15, 1997, October 15, 1997, November 17, 1997 and December 15, 1997. 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 31, 1998 FIRST OMNI BANK CREDIT CARD MASTER TRUST, SERIES 1996-A By: BANK OF AMERICA NATIONAL ASSOCIATION, Servicer By: /s/ MARGARET A. SPRUDE ------------------------------ Margaret A. Sprude, Senior Vice-President and Chief Financial Officer 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) 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, 1997. 99.2 First Omni Bank Credit Card Master 9 Trust, Series 1996-A, Annual Independent Accountants' Servicing Report for the period ended December 31, 1997.
EX-99.1 2 Page 7 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 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, 1997, 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, 1997, 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 13th day of February, 1998. 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, 1997, 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, 1997, 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 February 13, 1998 Page 10 February 13, 1998 Assertion by First Omni Bank, N.A. The management of First Omni Bank, N.A. is responsible for establishing and maintaining effective internal control over the loan servicing for the First Omni Credit Card Master Trust (the "Trust"). The system contains monitoring mechanisms, and actions are taken to correct deficiences identified. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention of overriding of controls. Accordingly, even an effective internal control can provide only reasonable assurance. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time. Management assessed its internal control over the loan servicing for the Trust as of December 31, 1997. This assessment was based on criteria for effective internal control described in "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that First Omni Bank, N.A. maintained effective internal control over the loan servicing for the Trust as of December 31, 1997. /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 Mgmt. -----END PRIVACY-ENHANCED MESSAGE-----