SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 333-58909
Provident Lease Receivables Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1605466
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1023 West Eighth Street, Cincinnati, Ohio 45203
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (513) 579-2867
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Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant: (1) has filed all
reports required to be files by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for 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|
DOCUMENTS INCORPORATED BY REFERENCE.
No documents have been incorporated by reference in this Form 10-K.
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TABLE OF CONTENTS
Page
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PART I ....................................................................1
Item 1. Business...................................................1
Item 2. Properties.................................................1
Item 3. Legal Proceedings...........................................1
Item 4. Submission of Matters to a Vote of Security Holders........1
PART II ....................................................................1
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters........................................1
Item 6. Selected Financial Data....................................2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................2
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk................................................2
Item 8. Financial Statements and Supplementary Data................2
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure........................2
PART III ....................................................................2
Item 10. Directors and Executive Officers of the Registrants........2
Item 11. Executive Compensation.....................................2
Item 12. Security Ownership of Certain Beneficial Owners
and Management.............................................2
Item 13. Certain Relationships and Related Transactions.............2
PART IV ....................................................................2
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8K.........................................2
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In no-action letters issued to a variety of issuers of
asset-backed or pass-through certificates representing ownership interests
in, or of asset-backed notes issued by, trusts established by financial,
whose principal assets are receivables generated under motor vehicle retail
installment sales contracts owned by such institutions and transferred to
such trusts, the Division of Corporation Finance has stated that it would
not raise any objection if the servicer of the trust, on behalf of the
trust, files its Annual Report on Form 10-K in accordance with a specified
format. See e.g., Bay View Auto Trusts (January 15, 1998); Nissan Auto
Receivables 1995-A Grantor Trust (June 28, 1996); CIT Group Securitization
Corp. II (January 25, 1996); AFG Receivables Trust 1995-A (May 29, 1996);
Old Kent Auto Receivables Trust 1995-A (April 11, 1996); Mercedes-Benz
Credit Corp., (January 6, 1995); CIT Group Securitization Corp. (April 15,
1994); Western Financial Savings Bank, F.S.B. (January 7, 1994); Toyota
Motor Credit Corp. (November 11, 1993); Hyundai Motor Finance Co. (August
20, 1993); World Omni Financial Corp. (March 24, 1993); American Honda
Receivables Corp. (March 12, 1993); and Volvo Auto Receivables Grantor
Trust 1992-B (January 28, 1993).
The Provident Equipment Lease Trust 1998-A (the "Trust") was
formed pursuant to the Declaration of Trust as of September 1, 1998 (the
"Agreement"), between Provident Lease Receivables Corporation (the
"Transferor") and First Union Trust Company, National Association, as
Trustee. The assets of the Trust include, among other things, receivables
consisting of a pool of equipment Leases ("Leases") and all of the Trust's
interest in the equipment underlying the Leases, including the right to
receive certain payments with respect to such Leases and the proceeds
thereof. On September 30, 1998, the Trust issued $73,303,000 5.28% Class
A-1 Lease-Backed Notes, $19,242,000 5.78% Class A-2 Lease-Backed Notes,
$90,935,000 5.60% Class A-3 Leased-Backed Notes, $18,576,000 5.75% Class
A-4 Lease-Backed Notes and $7,687,000 6.20% Class B Lease- Backed Notes
(collectively, the "Notes").
This Annual Report on Form 10-K has been filed in substantially
the form that the Division of Corporate Finance, in the no-action letters
referred to above, has stated that it would not object to.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
The assets of the Trust include, among other things, equipment
leases, all of the Trust's interest in the equipment underlying such
leases, including all payments not collected thereunder on or prior to
August 31, 1998, and the proceeds thereof.
Item 3. Legal Proceedings.
None with respect to the Notes or the Trust.
Item 4. Submission of Matters to a Vote of Security Holders.
None with respect to the Notes or the Trust.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
To the best knowledge of the Company and the Trust, there is no
established public trading market for the Notes.
In addition to the Notes, the Trust also issued $6,589,000 6.73%
Lease-Backed Certificates (the "Certificates"), representing undivided
fractional interests in the Trust. To the best knowledge of the Company and
the Trust, there is no established public trading market for the
Certificates. All of the Notes are registered in the name of Cede & Co., as
the nominee of The Depository Trust Company ("DTC").
The Trust does not pay dividends on the Certificates.
The Trust initially issued the Notes and the Certificates to the
Company in consideration for the transfer of the Leases from the Company.
The Company used the net proceeds of the issuance of the Notes and
Certificates in consideration for the transfer of the Leases from
Information Leasing Corporation and to make the initial deposit into a
reserve account.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrants.
Omitted.
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Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Each of Citibank FSB as Collateral Agent and Trustee for Northbrook
Life Insurance Company and Allstate Life Insurance Company holds 50%
of the Certificates representing a principal amount of $3,494,500
for each.
Item 13. Certain Relationships and Related Transactions.
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
None.
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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 hereunto duly authorized.
PROVIDENT LEASE RECEIVABLES
(Registrant)
Dated: March 30, 1999 By: /s/ Christopher J. Carey
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Name: Christopher J. Carey
(Registrant's Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.
Signature Title Date
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/s/ Robert L. Hoverson Director and Principal March 30, 1999
----------------------- Executive Officer
Robert L. Hoverson
/s/ John R. Farrenkopf Director March 30, 1999
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John R. Farrenkopf
/s/ Mark E. Magee Director March 30, 1999
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Mark E. Magee
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