SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual report pursuant to Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 for the fiscal year ended December
31, 1996 or
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from _____ to _______
Commission file number 0-20755
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, SERIES 1996-A
United States 51-0263671
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization 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
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 thatthe 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.
Page 2
PART I.
Item 3. Legal Proceedings. None.
Item 4. Submission of Matters to a Vote of Security Hold-
ers. None.
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters. Not applicable for this Re-
port.
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 following table sets forth,
as of December 31, 1996, 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.
Amount/Nature
Name/Address of of beneficial Percent
beneficial owner ownership of Class
------------------------------------------------
Bankers Trust Company $66,375,000 15.00%
c/o BT Services Tennessee
Inc., Pension Trust
Services, 648 Grassmere
Park Dr., Nashville, TN
37211
Boston Safe Deposit & $65,155,000 14.72%
Trust Co., c/o Mellon
Bank N.A., Three Mellon
Bank Center Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $71,580,000 16.18%
Two Chase Manhattan Plaza
5th Floor, New York, NY
10081
Page 3
Amount/Nature
Name/Address of of beneficial Percent
beneficial owner ownership of Class
------------------------------------------------
Chase Manhattan Bank/ $34,815,000 7.87%
Chemical, Auto Settle
Dept., 4 New York Plaza
4th Floor, New York, NY
10004
Northern Trust Company $46,240,000 10.45%
801 S. Canal C-In
Chicago, IL 60607
Item 13. Certain Relationships and Related Transactions.
None.
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Re-
ports on Form 8-K.
(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)
99.1 First Omni Bank Credit Card Master Trust, Series
1996-A, Annual Servicer's Certificate for the period
ended 12/31/96.
99.2 First Omni Bank Credit Card Master Trust, Series
1996-A, Annual Independent Accountants' Servicing
Report for the period ended 12/31/96.
Page 4
(c) Reports on Form 8-K.
(i) Current Reports on Form 8-K, dated June 17, 1996, July
15, 1996, August 15, 1996, September 16, 1996, October
15, 1996, November 15, 1996 and December 16, 1996.
Page 5
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 28, 1997 FIRST OMNI BANK CREDIT CARD MASTER
TRUST, SERIES 1996-A
By: FIRST OMNI BANK, N.A., Servicer
By: /s/ ROBERT F. RAY
------------------------------
Robert F. Ray, Vice President
Page 6
EXHIBIT INDEX
Exhibit Description Page
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)
99.1 First Omni Bank Credit Card Master 7
Trust, Series 1996-A, Annual
Servicer's Certificate for the
period ended 12/31/96.
99.2 First Omni Bank Credit Card Master 9
Trust, Series 1996-A, Annual
Independent Accountants' Servicing
Report for the period ended
12/31/96.