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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
Reported): March 26, 1999
THE PROVIDENT BANK
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(Exact name of registrant as specified in its charter)
Ohio 333-67593 31-0412725
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
One East Fourth Street
Cincinnati, Ohio 45202
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (513) 579-2000
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<PAGE>
Item 5. Other Events.
Incorporation of Certain Documents by Reference
In connection with the offering of the Provident Bank Home Equity
Loan Trust 1999-1, Home Equity Loan Asset-Backed Certificates, Series 1999-1
(the "Certificates"), Lehman Brothers Inc., and Prudential Securities
Incorporated, as underwriters of the Certificates (the "Underwriters"), have
prepared certain materials (the "Derived Materials") for distribution to its
potential investors. Although The Provident Bank (the "Company") provided the
Underwriters with certain information regarding the characteristics of the
Mortgage Loans (the "Loans") in the related portfolio, it did not participate
in the preparation of the Derived Materials.
For purposes of this Form 8-K, Derived Materials shall mean computer
generated tables and/or charts displaying, with respect to the Certificates,
any of the following: yield; average life, duration; expected maturity;
interest rate sensitivity; loss sensitivity; cash flow characteristics;
background information regarding the Loans; the proposed structure; decrement
tables; or similar information (tabular or otherwise) of a statistical,
mathematical, tabular or computational nature. The Derived Materials are
attached hereto as Exhibit 99.1.
In addition, pursuant to Rule 411 of Regulation C under the
Securities Act of 1933 and in reliance on MBIA Insurance Corporation, SEC
No-Action Letter (September 6, 1996), the Company will incorporate by
reference the financial statement of MBIA Insurance Corporation ("MBIA") into
the Company's registration statement (File No. 333-67593). The financial
statements will be referred to in the prospectus supplement relating to the
Company's Home Equity Loan Asset-Backed Certificates, Series 1999-1. In
connection with the incorporation of such documents by reference, the Company
is hereby filing the consent of PricewaterhouseCoopers LLP to the use of their
name in such prospectus supplement. The consent of PricewaterhouseCoopers LLP
is attached hereto as Exhibit 23.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Derived Materials
23. Consent of PricewaterhouseCoopers LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE PROVIDENT BANK
By: /s/ Kevin Shea
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Name: Kevin M. Shea
Title: Vice President
Dated: March 25, 1999
<PAGE>
Exhibit Index
Exhibit
Page
99.1 Derived Materials..................................................6
23. The Consent of PricewaterhouseCoopers LLP.........................11
<PAGE>
EXHIBIT 99.1: DERIVED INFORMATION
LEHMAN BROTHERS
PROVIDENT BANK [LOGO OMITTED]
$515,000,000 Certificates (approximate)
Provident Bank Home Equity Loan Trust 1999-1
$200,000,000 Certificates Offered Hereby
The Provident Bank (Seller & Servicer)
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell
and solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws,
the final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same
qualifications and assumptions, and should be considered by investors only in
the light of the same warnings, lack of assurances and representations and
other precautionary matters, as disclosed in the Offering Document.
Information regarding the underlying assets has been provided by the issuer of
the securities or an affiliate thereof and has not been independently verified
by Lehman Brothers Inc. or any affiliate. The analyses contained herein have
been prepared on the basis of certain assumptions (including, in certain
cases, assumptions specified by the recipient hereof) regarding payments,
interest rates, losses and other matters, including, but not limited to, the
assumptions described in the Offering Document. Lehman Brothers Inc., and any
of its affiliates, make no representation or warranty as to the actual rate or
timing of payments on any of the underlying assets or the payments or yield on
the securities. This information supersedes any prior versions hereof and will
be deemed to be superseded by any subsequent versions (including, with respect
to any description of the securities or underlying assets, the information
contained in the Offering Document).
<PAGE>
<TABLE>
<CAPTION>
Certificates Offered
Group I - To 10% Call
<S> <C> <C> <C> <C> <C> <C> <C>
Est. Prin. Expected Stated Expected
Approx. Est. Pmt Window Final Final Ratings
Class Size BMark WAL (yrs) (mos) Maturity Maturity (Mdy's/S&P)
A-1 $200,000,000 1 mo. LI 3.49 1 - 93 12/25/06 3/25/29 Aaa/AAA
</TABLE>
Pricing Speed
Group I: 115% PPC on the Fixed HELs
(100% PPC assumes that prepayments start at 4% CPR in month one, increase by
approximately 1.455% each month to 20% CPR in month twelve, and remain at 20%
CPR thereafter)
Summary of Terms
Dated Date/Settlement Date: March 31,1999
Delay Days: 0 days
Day Count: Act/360
Distribution Date: 25th of each month, or the next
succeeding Business Date (First Payment
Date: April 26,1999)
Interest Accrual: 1mo Libor + []% subject to a 13% cap. If
the Cleanup Call is not exercised, the
margin on the Class A-1 Certificates
will step up to twice the initial
margin.
Cleanup Call: The deal is eligible for call when the
combined outstanding Principal Balance
of Group I and Group II reaches 10% of
their combined initial Principal Balance
as of the Closing Date.
Principal Allocation: Principal is paid to the Class A-1
Certificates from principal collected on
the Group I Mortgage Loans.
Credit Enhancement: MBIA will unconditionally guarantee
timely payments of interest and ultimate
payment of principal on the
Certificates.
Clearing: DTC, Euroclear or Cedel
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell
and solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws,
the final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same
qualifications and assumptions, and should be considered by investors only in
the light of the same warnings, lack of assurances and representations and
other precautionary matters, as disclosed in the Offering Document.
Information regarding the underlying assets has been provided by the issuer of
the securities or an affiliate thereof and has not been independently verified
by Lehman Brothers Inc. or any affiliate. The analyses contained herein have
been prepared on the basis of certain assumptions (including, in certain
cases, assumptions specified by the recipient hereof) regarding payments,
interest rates, losses and other matters, including, but not limited to, the
assumptions described in the Offering Document. Lehman Brothers Inc., and any
of its affiliates, make no representation or warranty as to the actual rate or
timing of payments on any of the underlying assets or the payments or yield on
the securities. This information supersedes any prior versions hereof and will
be deemed to be superseded by any subsequent versions (including, with respect
to any description of the securities or underlying assets, the information
contained in the Offering Document).
<PAGE>
<TABLE>
<CAPTION>
Group I Collateral Summary
Collateral statistics for the Initial Group I Mortgage Loans are listed below
as of the Cut-Off Date.
<S> <C> <C>
Total Number of Loans 1,915
Total Outstanding Loan Balance $130,004,959.97
Balloon (% of Total) 37.96%
Average Loan Principal Balance $67,887.71 $10,493.59 - $249,600.00
WA Coupon 10.60% 6.50% - 16.40%
WA Original Term (mo.) 262 60 - 360
WA Remaining Term (mo.) 261 53 - 360
WA CLTV 76.88% 14.08% - 90.00%
WA Second Mortgage Ratio 32.32%
(for 2nd liens only)
Lien Position (first/second) 96.92% / 3.08%
Property Type
Single Family 88.50%
Two- to Four-Family 5.61%
Condominium 3.18%
Planned Unit Development (PUD) 2.71%
Occupancy Status
Owner Occupied 89.79%
Non-Owner Occupied 10.21%
Geographic Distribution
other states account individually for less than OH 8.06%
5% of pool balance MI 7.26%
FL 7.19%
NC 6.84%
TN 5.61%
GA 5.30%
First Pay Date 1998 22.57%
1999 77.43%
Delinquency
Current 99.75%
30 - 59 Days Delinquent 0.25%
</TABLE>
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell
and solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws,
the final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same
qualifications and assumptions, and should be considered by investors only in
the light of the same warnings, lack of assurances and representations and
other precautionary matters, as disclosed in the Offering Document.
Information regarding the underlying assets has been provided by the issuer of
the securities or an affiliate thereof and has not been independently verified
by Lehman Brothers Inc. or any affiliate. The analyses contained herein have
been prepared on the basis of certain assumptions (including, in certain
cases, assumptions specified by the recipient hereof) regarding payments,
interest rates, losses and other matters, including, but not limited to, the
assumptions described in the Offering Document. Lehman Brothers Inc., and any
of its affiliates, make no representation or warranty as to the actual rate or
timing of payments on any of the underlying assets or the payments or yield on
the securities. This information supersedes any prior versions hereof and will
be deemed to be superseded by any subsequent versions (including, with respect
to any description of the securities or underlying assets, the information
contained in the Offering Document).
<PAGE>
Group I Collateral Summary
Collateral statistics for the Initial Group I Mortgage Loans are listed below
as of the Cut-Off Date.
Credit Class A 28.90% C 8.23%
A- 22.49% D 0.36%
B+ 10.51% M 2.40%
B 16.04% Q 11.08%
Prepayment Penalty Yes 58.62%
No 41.38%
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell
and solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws,
the final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same
qualifications and assumptions, and should be considered by investors only in
the light of the same warnings, lack of assurances and representations and
other precautionary matters, as disclosed in the Offering Document.
Information regarding the underlying assets has been provided by the issuer of
the securities or an affiliate thereof and has not been independently verified
by Lehman Brothers Inc. or any affiliate. The analyses contained herein have
been prepared on the basis of certain assumptions (including, in certain
cases, assumptions specified by the recipient hereof) regarding payments,
interest rates, losses and other matters, including, but not limited to, the
assumptions described in the Offering Document. Lehman Brothers Inc., and any
of its affiliates, make no representation or warranty as to the actual rate or
timing of payments on any of the underlying assets or the payments or yield on
the securities. This information supersedes any prior versions hereof and will
be deemed to be superseded by any subsequent versions (including, with respect
to any description of the securities or underlying assets, the information
contained in the Offering Document).
<PAGE>
EXHIBIT 23: CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
The Provident Bank relating to Provident Bank Home Equity Loan Trust 1999-1,
of our report dated February 3, 1998, on our audits of the consolidated
financial statements of MBIA Insurance Corporation and Subsidiaries as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997. We also consent to the reference to our firm under the
caption "Experts".
\s\ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
New York, New York
March 25, 1999
