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
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(Exact name of registrant as specified in its charter)
United States 86-0645265
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1825 E. Buckeye Road Phoenix, AZ 85034
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(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.
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PART I.
Item 3. Legal Proceedings
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None.
Item 4. Submission of Matters to a Vote of Security Holders
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None.
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
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Not applicable for this Report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
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None.
PART III.
Item 12. Security Ownership of Certain Beneficial Owners
and Management.
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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.
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<CAPTION>
Amount/Nature
Name/Address of of beneficial Percent
beneficial owner ownership of Class
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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.
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None.
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
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(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)
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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.
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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: 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
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David M. Belk
Senior Vice-President
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description Page
<C> <C>
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.
</TABLE>
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EXHIBIT 99.1
ANNUAL SERVICER'S CERTIFICATE
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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
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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
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Name: David M. Belk
Title: Senior Vice President
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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
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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.
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- 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
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Michael Kopp
Controller
