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
WORLD OMNI DEALER FUNDING INC.
(Exact name of registrant as specified in its charter)
Florida 65-0296366
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
120 Northwest 12th Avenue
P.O. Box 1160
Deerfield Beach, Florida 33442
(Address of principal (Zip Code)
executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Name of each exchange
Title to each class on which each class
to be so registered is to be registered
None None
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
Series 1996-2, Floating Rate
Dealer Loan Backed
Certificates, Class A
(Title of Class)
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Item 1. Description of Registrant's Securities to be
Registered.
Item 1 is answered by reference to the "Description of the
Certificates" in the Prospectus dated May 16, 1996, which is included
in the Registration Statement File No. 333-3816(Exhibit 6).
Item 2. Exhibits.
Exhibit 1 Specimen copies of the Series 1996-2,
Floating Rate Dealer Loan Backed
Certificates, Class A
Exhibit 2 Conformed copy of the Master Pooling
and Servicing Agreement, dated as of
October 1, 1994, between World Omni
Dealer Funding Inc., as transferor,
World Omni Financial Corp., as
servicer, and Fleet National Bank
(successor trustee to NationsBank of
Virginia, N.A.), as trustee
Exhibit 3 Conformed copy of the Series 1996-2
Supplement, dated as of May 1, 1996,
to the Master Pooling and Servicing
Agreement between World Omni Dealer
Funding Inc., as transferor, World
Omni Financial Corp., as servicer, and
Fleet National Bank, as trustee
Exhibit 4 Conformed copy of the Receivables
Purchase Agreement dated as of Octo-
ber 1, 1994 between World Omni Dealer
Funding Inc. and World Omni Financial
Corp.
Exhibit 5 Underwriting Agreement, dated May 16,
1996, between World Omni Dealer
Funding Inc. and CS First Boston Cor-
poration as underwriter
Exhibit 6 Prospectus dated May 16, 1996 re-
lating to the sale of the Series
1996-2, Floating Rate Dealer Loan
Backed Certificates, Class A (Regis-
tration Statement on Form S-1, File
No. 333-3816)
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration Statement
on Form 8-A to be signed on its behalf by the undersigned, thereunto duly
authorized.
WORLD OMNI DEALER FUNDING INC.
(Registrant)
Dated: June 12, 1996 By:/s/ Patrick C. Ossenbeck
------------------------
Name: Patrick C. Ossenbeck
Title: Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
1 Specimen copies of the Series 1996-2,
Floating Rate Dealer Loan Backed Cer-
tificates, Class A
2 Conformed copy of the Master Pooling
and Servicing Agreement, dated as of
October 1, 1994, between World Omni
Dealer Funding Inc., as transferor,
World Omni Financial Corp., as
servicer, and Fleet National Bank
(successor trustee to NationsBank of
Virginia, N.A.), as trustee (incorporated
by reference to World Omni Dealer Funding
Inc.'s Current Report on Form 8-K, filed
on November 1, 1994, Exhibit 4.1)
3 Conformed copy of the Series 1996-2
Supplement, dated as of May 1, 1996,
to the Master Pooling and Servicing
Agreement between World Omni Dealer
Funding Inc., as transferor, World
Omni Financial Corp., as servicer, and
Fleet National Bank, as trustee (incor-
porated by reference to World Omni Dealer
Funding Inc.'s Current Report on Form 8-K,
filed on May 28, 1996, Exhibit 4.1)
4 Conformed copy of the Receivables
Purchase Agreement dated as of Octo-
ber 1, 1994 between World Omni Dealer
Funding Inc. and World Omni Financial
Corp. (incorporated by reference to World
Omni Dealer Funding Inc.'s Current Report
on Form 8-K, filed on November 1, 1994,
Exhibit 10.1)
5 Underwriting Agreement, dated May 16,
1996, between World Omni Dealer
Funding Inc. and CS First Boston Cor-
poration as underwriter (incorporated
by reference to World Omni Dealer
Funding Inc.'s Current Report on Form
8-K, filed on May 28, 1996, Exhibit 1.1)
6 Prospectus dated May 16, 1996 re-
lating to the sale of the Series
1996-2 Floating Rate Dealer Loan
Backed Certificates, Series A (incor-
porated by reference to World Omni
Dealer Funding Inc.'s Registration
Statement on Form S-1, File No.
333-3816)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPA NY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER 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 IS 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-1
Initial
Registered Principal Balance:
$167,500,000
CUSIP NO. 98150BAC1
WORLD OMNI WHOLESALE MASTER TRUST
SERIES 1996-2, FLOATING RATE DEALER
LOAN BACKED CERTIFICATES, CLASS A
Each $1,000 minimum denomination represents a 1/167,500th share in the Series
1996-2 Certificateholders' Class A undivided interest in the WORLD OMNI
WHOLESALE MASTER TRUST
Evidencing an undivided interest in a trust, the corpus of which consists of
wholesale dealer floorplanning re ceivables (collectively, the "Receivables")
generated from time to time in the ordinary course of business in a portfolio of
revolving financing agreements (collectively, the "Accounts") of World Omni
Financial Corp., a Florida corporation ("WOFCO"). This certificate (the
"Certificate") does not represent any interest in, or recourse obligation of,
World Omni Dealer Funding Inc., a Florida corporation and wholly-owned
subsidiary of WOFCO (the "Transferor"), WOFCO or any affiliate thereof.
<PAGE>
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
referred to on the reverse side hereof or be valid for any purpose.
This Certificate shall be governed by, and construed in
accordance with, the laws of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate
to be duly executed.
WORLD OMNI DEALER FUNDING INC.
By:
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
FLEET NATIONAL BANK,
as Trustee
By:_________________________
Authorized Officer
<PAGE>
REVERSE OF SERIES 1996-2 CLASS A CERTIFICATE
This Series 1996-2, Floating Rate Dealer Loan Backed
Certificate, Class A (this "Series 1996-2 Class A Certificate" or this
"Certificate") certifies that CEDE & Co. (the "Series 1996-2 Class A
Certificateholder"), is the registered owner of a undivided interest in the
WORLD OMNI WHOLESALE MASTER TRUST (the "Trust") created pursuant to a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement;" such term to
include any amendment or Supplement thereto) dated as of October 1, 1994, by
and among World Omni Dealer Funding Inc., as the transferor named thereunder
(the "Transferor"), World Omni Financial Corp. ("WOFCO"), as servicer named
thereunder (in such capacity, the "Servicer"), and Fleet National Bank, as the
trustee named thereunder (the "Trustee"), and the Series 1996-2 Supplement
thereto, dated as of May 1, 1996, among the Transferor, the Servicer and the
Trustee.
This Certificate is issued under, and is subject to, the
terms and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, this Series 1996-2 Class A Certifi
cateholder by virtue of the acceptance hereof is bound.
A copy of the Pooling and Servicing Agreement may be requested
from the Trustee by writing to the Trustee at Fleet National Bank, 1 Federal
Street, 31st Floor, Boston, MA 02211, Attention: Corporate Trust.
The Transferor has entered into the Pooling and Servicing
Agreement and the Series 1996-2 Class A Certificates have been qualified (or
with the intention that the Series 1996-2 Class A Certificates will qualify)
under applicable tax law as indebtedness. The Transfer or, each Beneficiary and
each Class A Certificateholder and Class A Certificate Owner, by the acceptance
of its Class A Certificate or Book-Entry Certificate, as applicable, agrees to
treat the Series 1996-2 Class A Certifi cates as indebtedness for all Federal
income taxes, state and local income, single business and franchise taxes and
any other taxes imposed on or measured by income.
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee:------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said certificate on the books
kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
