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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, 1998
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)(704) 386-4103
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.
(a) Market Information. There is no established public trading market for the
Certificates.
(b) Holders. Each of the Certificates was issued in book entry form only.
(c) Dividends. Not applicable.
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 Certificates are represented by one or more certificates
registered in the name of Cede & Co., the nominee of The Depository Trust
Company ("DTC"). An investor holding an interest in the Trust is not entitled
to receive a certificate representing such interest except in limited
circumstances. Accordingly, Cede & Co. is the sole holder of record of the
Certificates, which it holds on behalf of brokers, dealers, banks and other
participants in the DTC system. Such participants may hold certificates for
their own accounts or for the accounts of their customers. The address of
Cede & Co. is:
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, New York 10004
Item 13. Certain Relationships and Related Transactions.
None.
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Exhibits.
99.1 First Omni Bank Credit Card Master Trust, Series
1996-A, Annual Servicer's Certificate for the
period ended December 31, 1998.
99.2 First Omni Bank Credit Card Master Trust, Series
1996-A, Annual Independent Accountants' Servicing
Report for the period ended December 31, 1998.
(c) Reports on Form 8-K.
(i) Current Reports on Form 8-K, dated January 15, 1998, February 17, 1998,
March 31, 1998, April 22, 1998, June 2, 1998, July 2, 1998, August 24,1998,
September 24, 1998, October 29, 1998, November 20, 1998 and
December 17, 1998.
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, 1999 FIRST OMNI BANK CREDIT CARD MASTER
TRUST, SERIES 1996-A
By: BANK OF AMERICA NATIONAL
ASSOCIATION, Servicer
By: /s/ Margaret A. Sprude
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Margaret A. Sprude,
Senior Vice-President and Chief
Financial Officer
EXHIBIT INDEX
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Exhibit 99.1
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ANNUAL SERVICER'S CERTIFICATE
BANK OF AMERICA, N.A.
FIRST OMNI BANK CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of Bank of
America, N.A., as Successor Servicer ("Bank of America"),
pursuant to the Pooling and Servicing Agreement dated as of
April 1, 1996 (as maybe 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, 1998, 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, 1998,
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, 1999.
BANK OF AMERICA, N.A.,
Servicer
By /S/ Margaret A. Sprude
------------------------
Name: Margaret A. Sprude
Title: S.V.P., Chief Financial Officer
Exhibit 99.2
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Independent Accountant's Report
Bank of America National Association
and
The Bank of New York
We have examined management's assertion, included in the
accompanying Report of Management on Credit Card Trust
Internal Controls and Pooling and Servicing Agreement
Compliance (the "Report"), that Bank of America National
Association ("BANA"), a wholly owned subsidiary of
BankAmerica Corporation, maintained internal controls over
the functions performed as servicer of the First Omni Bank
Credit Card Master Trust (the "Trust") that are effective, as
of December 31, 1998, 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 Pooling and Servicing Agreement (the "Agreement") dated
as of April 1, 1996 between First Omni Bank and The Bank of
New York and the supplement to the Agreement, and are
recorded properly to permit the preparation of the required
financial reports. Management is responsible for BANA's
internal controls over compliance with those requirements.
Our responsibility is to express an opinion on management's
assertion about BANA's internal controls over compliance
based on our examination.
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 controls over the functions
performed by BANA as servicer of the Trust, testing and
evaluating the design and operating effectiveness of the
controls, and such other procedures as we considered
necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on BANA's
internal controls over compliance with specified
requirements.
Because of inherent limitations in internal controls, errors
or irregularities may occur and not be detected. Also,
projections of any evaluation of the internal controls over
the functions performed by BANA as servicer of the Trust to
future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the controls may deteriorate.
In our opinion, management's assertion that BANA maintained
internal controls over the functions performed as servicer of
the Trust that are effective, as of December 31, 1998, 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 First Omni Bank and The Bank of New York, and are
recorded properly to permit the preparation of the required
financial reports, is fairly stated, in all material
respects, based upon the following criteria specified in the
Report:
? Controls provide reasonable assurance that funds
collected are appropriately remitted to the Trustee in
accordance with the Agreement and the supplement to the
Agreement.
? Controls provide reasonable assurance that Trust assets
are segregated from those assets retained by BANA in
accordance with the Agreement and the supplement to the
Agreement.
? Controls provide reasonable assurance that expenses
incurred by the Trust are properly calculated and
remitted in accordance with the Agreement and the
supplement to the Agreement.
? Controls provide reasonable assurance that the addition
of accounts to the Trust are authorized in accordance
with the Agreement and the supplement to the Agreement.
? Controls provide reasonable assurance that the removal of
accounts from the Trust are authorized in accordance with
the Agreement and the supplement to the Agreement.
? Controls provide reasonable assurance that Trust assets
amortizing out of the Trust are calculated in accordance
with the Agreement and the supplement to the Agreement.
? Controls provide reasonable assurance that Monthly Trust
reports generated in the form of "Exhibits" and provided
to the Trustee are reviewed by management prior to
disbursing.
? Controls provide reasonable assurance that Monthly Trust
reports generated in the form of "Exhibits" contain all
required information per section 5.2 of the supplement to
the Agreement.
This report is intended solely for your information.
However, this report is a matter of public record as a result
of being included as an exhibit to the annual report on Form
10-K prepared by BANA and filed with the Securities and
Exchange Commission on behalf of First Omni Bank Credit Card
Master Trust and its distribution is not limited.
Report of Management on Credit Card Trust Internal Controls
and Pooling and Servicing Agreement Compliance
Internal Controls
Bank of America National Association ("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.
? 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, 1998, its internal controls over the
functions performed as servicer of the Trusts 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 The Bank of New York 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, 1998 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 12, 1999
/s/ Margaret A. Sprude
Margaret A. Sprude
SVP & Chief Financial Officer
/s/ Michael Kopp
Michael Kopp
Controller
