SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or g) of the
Securities Exchange Act of 1934
FIRST OMNI BANK, N.A. on behalf of the
FIRST OMNI BANK CREDIT CARD MASTER TRUST, Issuer of
the Securities registered hereby
(Exact name of registrant as specified in its charter)
United States 51-0263671
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
499 Mitchell Street
Millsboro, Delaware 19966
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check
the following box. [ ]
Securities to be registered under Section 12(b) of the Act: N/A
Securities to be registered under Section 12(g) of the Act:
Class A 6.65% Asset Backed Certificates, Series 1996-A
______________________________
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Item 1. Description of Registrant's Securities.
This Registration Statement relates to $442,500,000 in
aggregate principal amount of the Class A 6.65% Asset Backed
Certificates, Series 1996-A (the "Certificates"), issued by the
First Omni Bank Credit Card Master Trust (the "Trust") pursuant
to the Pooling and Servicing Agreement, dated as of April 1,
1996, and the related Series 1996-A Supplement thereto, dated as
of April 1, 1996, between First Omni Bank, N.A. ("First Omni"),
as Transferor and Servicer, and The Bank of New York, as Trustee
(the "Trustee"). A description of the Certificates is incor-
porated herein by reference to the discussion set forth under the
heading "Description of Certificates" in the Prospectus Supple-
ment dated April 9, 1996, included in the Registrant's Registra-
tion Statement on Form S-3 (File No. 333-536)
Item 2. Exhibits
1. Specimen Class A 6.65% Asset Backed Certificate, Series
1996-A (filed herewith)
2. Pooling and Servicing Agreement, dated as of April 1,
1996, between First Omni and the 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).
3. Series 1996-A Supplement, dated as of April 1, 1996,
between First Omni and the 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).
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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.
FIRST OMNI BANK CREDIT CARD MASTER
TRUST
By: FIRST OMNI BANK, N.A.
Date: May 21, 1996 By: ROBERT F. RAY
---------------------
Robert F. Ray, Vice
President
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description Page
<S> <C> <C>
1 Specimen Class A 6.65% Asset Backed
Certificate, Series 1996-A
2 Pooling and Servicing Agreement,
dated as of April 1, 1996, between
First Omni Bank, N.A. and The Bank
of New York, as Trustee
3 Series 1996-A Supplement, dated as
of April 1, 1996, between First
Omni Bank, N.A. and The Bank of New
York, as Trustee
</TABLE>
CLASS A CERTIFICATE
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to First Omni Bank, N.A. or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other
name as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
No. R-XXXX $XXX,XXX,XXX
--------
CUSIP No. 335866AA7
FIRST OMNI BANK CREDIT CARD MASTER TRUST
CLASS A 6.65%
ASSET BACKED CERTIFICATE, Series 1996-A
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard (registered trademark) and
VISA(registered trademark)* credit card receivables generated
or acquired by First Omni Bank, N.A. and other assets and
interests constituting the Trust under the Pooling and Servicing
Agreement described below.
(Not an interest in or obligation of
First Omni Bank, N.A.
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A Holder") is the
registered owner of an Undivided Interest in a trust (the "Trust"),
the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created and arising in
connection with selected MasterCard and VISA credit card accounts
(the "Accounts") of First Omni Bank, N.A., a national banking
association organized under the laws of the United States, all
monies due or to
- -------------------------------------------
* MasterCard (registered trademark)and VISA (Registered Trademark)
are federally registered servicemarks of MasterCard International
Inc. and of VISA U.S.A., Inc., respectively.
Page 1
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become due in payment of the Receivables (including all Finance
Charge Receivables and Recoveries), the right to certain amounts
received as Interchange with respect to the Accounts, the benefits
of the Collateral Interest (as defined below) and the other assets
and interests constituting the Trust pursuant to a Pooling and
Servicing Agreement dated as of April 1, 1996 as supplemented by
the Series 1996-A Supplement dated as of April 1, 1996
(collectively, the "Pooling and Servicing Agreement"), by and
between First Omni Bank, N.A., as Transferor ("Transferor") and as
Servicer ("Servicer"), and The Bank of New York, as Trustee
("Trustee"). The Series 1996-A Certificates are issued in two
classes, the Class A Certificates (of which this certificate is
one) and the Class B Certificates, which are subordinated to the
Class A Certificates in certain rights of payment as described
herein and in the Pooling and Servicing Agreement.
Transferor has structured the Pooling and Servicing Agreement
and the Series 1996-A Certificates with the intention that the
Series 1996-A Certificates will qualify under applicable tax law as
indebtedness, and each of Transferor, Servicer and each Series
1996-A Holder (or Series 1996-A Certificate Owner) by acceptance of
its Series 1996-A Certificate (or in the case of a Series 1996-A
Certificate Owner, by virtue of such Series 1996-A Certificate
Owner's acquisition of a beneficial interest therein), agrees to
treat and to take no action inconsistent with the treatment of the
Series 1996-A Certificates (or any beneficial interest therein) as
indebtedness for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured
by income. Each Series 1996-A Holder agrees that it will cause any
Series 1996-A Certificate Owner acquiring an interest in a Series
1996-A Certificate through it to comply with the Pooling and
Servicing Agreement as to treatment of the Series 1996-A
Certificates as indebtedness for certain tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling
and Servicing Agreement. This Class A Certificate is issued under
and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing
Agreement, as amended from time to time, the Class A Holder by
virtue of the acceptance hereof assents and by which the Class A
Holder is bound.
This Class A Certificate represents an interest in only the
First Omni Bank Credit Card Master Trust. This Class A Certificate
does not represent an obligation of, or an interest in, Transferor
or Servicer, and neither the Series 1996-A Certificates nor the
Accounts or Receivables are insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.
This Series 1996-A Certificate is limited in right of payment to
certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing
Agreement.
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Unless the certificate of authentication hereon has been
executed by or on behalf of Trustee, by manual signature, this
Class A Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, FIRST OMNI BANK, N.A. has caused this
Class A Certificate to be duly executed.
By: SPECIMEN*****SPECIMEN
-------------------------------------
Authorized Officer
Date: April 23, 1996
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CERTIFICATE OF AUTHENTICATION
---------------------------------------------------
This is one of the Class A Certificates, Series 1996-A, of the
First Omni Bank Credit Card Master Trust referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: SPECIMEN*****SPECIMEN
--------------------------------------
Authorized Signatory
