SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 1997
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
United States
(State or other jurisdiction of incorporation or organization)
0-20755 51-0263671
(Commission File Number) (I.R.S. Employer 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
Not Applicable
(Former name or former address, if changed since last report)
______________________________
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Item 5. Other Events
First Omni Bank, N.A. ("First Omni") has entered into a definitive
Purchase and Sale Agreement, dated as of December 10, 1997 (the "Sale
Agreement"), with Bank of America, National Association ("BofA"), pursuant to
which, among other things, First Omni will sell its credit card business to
BofA and BofA will become the Transferor and Servicer with respect to the
First Omni Bank Credit Card Master Trust (the "Trust"). Upon consummation of
the transactions contemplated by the Sale Agreement, BofA will become the
Transferor and Servicer of the Trust pursuant to Sections 7.2(a) and 8.2(a),
respectively, of the Pooling and Servicing Agreement, dated as of April 1,
1996, as supplement by the 1996-A Series Supplement dated as of April 1, 1996
(the "Pooling and Servicing Agreement"), between First Omni, as Transferor and
Servicer, and the Bank of New York, as Trustee. Thereafter, First Omni will
cease to have any involvement with the Trust, the Pooling and Servicing
Agreement, and the outstanding Trust certificates.
BofA is the credit card subsidiary of BankAmerica Corporation, the
fourth largest bank holding company in the United States, with assets of
$257.5 billion and deposits of $171.4 billion as of September 30, 1997. BofA,
based in Phoenix, Arizona, is one of the nation's largest credit card issuers,
with over 10 million accounts and more than $10 billion in managed credit card
receivables at September 30, 1997. At present, BofA is the transferor and
servicer (or has substantially similar rights and duties) under one credit
card master trust such as the Trust, representing over $3.6 billion in
securitized credit card receivables.
Consummation of the transactions contemplated by the Sale Agreement,
including the transfer of the Transferor and Servicer interests under the
Pooling and Servicing Agreement, is subject to receipt of bank regulatory
approval and confirmation by the rating agencies of the ratings on the
outstanding Trust certificates, and is expected to occur during the first
quarter of 1998.
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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.
Date: January 7, 1998 FIRST OMNI BANK, N.A.
By: /s/ ROBERT F. RAY
______________________
Robert F. Ray, Vice
President
