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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 31, 2000
THE PROVIDENT BANK
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(Exact name of registrant as specified in its charter)
Ohio 333-95263 31-0412725
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
One East Fourth Street 45202
Cincinnati, Ohio ---------
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(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (513) 579-2000
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<PAGE>
Item 5. Other Events.
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On March 31, 2000, the Provident Bank Home Equity Loan Trust 2000-1, Home
Equity Loan Asset-Backed Certificates, Series 2000-1 (the "Certificates") were
issued pursuant to a pooling and servicing agreement (the "Pooling and
Servicing Agreement") dated as of March 1, 2000, between The Provident Bank,
as seller and master servicer ("Provident") and Norwest Bank Minnesota,
National Association, as trustee (the "Trustee"). The Certificates consist of
five classes (each, a "Class") of Certificates designated as the "Class A-1
Certificates", the "Class A-2 Certificates", the "Class X-1 Certificates", the
"Class X-2 Certificates" and the "Class R Certificates". The Class A-1 and
Class A-2 Certificates (collectively, the "Class A Certificates") have the
benefit of an irrevocable and unconditional certificate guaranty insurance
policy (the "Policy") attached hereto as Exhibit 99.1 issued by MBIA Insurance
Corporation (the "Certificate Insurer") for the benefit of the holders of the
Class A Certificates pursuant to an insurance agreement (the "Insurance
Agreement"), dated as of March 1, 2000 among the Certificate Insurer,
Provident and the Trustee.
The Certificates are more particularly described in the Prospectus, dated
February 7, 2000, and the Prospectus Supplement, dated March 24, 2000, as
previously filed with the Securities and Exchange Commission pursuant to Rule
424(b)(5).
Item 7. Financial Statements and Exhibits
(a) Financial Statements - Not Applicable.
(b) Pro Forma Financial Information - Not Applicable.
(c) Exhibits
99.1 Certificate Guaranty Insurance Policy issued by MBIA
Insurance Corporation pursuant to the Insurance Agreement,
dated as of March 1, 2000, among MBIA Insurance
Corporation, as Certificate Insurer, The Provident Bank,
as seller and master servicer and Norwest Bank Minnesota,
National Association, as trustee.
<PAGE>
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.
THE PROVIDENT BANK
By: /s/ Kevin M. Shea
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Name: Kevin M. Shea
Title: Vice President
Dated: April 14, 2000
<PAGE>
Exhibit Index
Exhibit Page
99.1 Certificate Guaranty Insurance Policy issued by
MBIA Insurance Corporation pursuant to the
Insurance Agreement dated as of March 1, 2000,
among MBIA Insurance Corporation, The Provident
Bank, as seller and master servicer and Norwest
Bank Minnesota, National Association, as trustee.
EXHIBIT 99.1
MBIA
CERTIFICATE GUARANTY INSURANCE POLICY
POLICY NUMBER: 31849
OBLIGATIONS: $615,000,000
PROVIDENT BANK HOME EQUITY LOAN TRUST 2000-1
Home Equity Loan Asset-Backed Certificates, Series 2000-1
Class A-1 (the "Group 1 Certificates") and
Class A-2 (the "Group 2 Certificates")
MBIA Insurance Corporation (the "Certificate Insurer"), in consideration
of the payment of the premium and subject to the terms of this Certificate
Guaranty Insurance Policy (this "Policy"), hereby unconditionally and
irrevocably guarantees to any Owner that an amount equal to each full and
complete Insured Payment will be received from the Certificate Insurer by
Norwest Bank Minnesota, National Association, or its successor, as trustee for
the Owners (the "Trustee"), on behalf of the Owners, for distribution by the
Trustee to each Owner of each Owner's proportionate share of the Insured
Payment. 'The Certificate Insurer's obligations hereunder with respect to a
particular Insured Payment shall be discharged to the extent funds equal to
the applicable Insured Payment are received by the Trustee, whether or not
such funds are properly applied by the Trustee. Insured Payments shall be made
only at the time set forth in this Policy and no accelerated Insured Payments
shall regardless of any acceleration of the Obligations, unless such
acceleration is at the sole option of the Certificate Insurer.
Notwithstanding the foregoing paragraph this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust, the REMIC or
the Trustee for withholding taxes, if any (including interest and penalties in
respect of any such liability), or any Net Funds Cap Carryover Amounts.
The Certificate Insurer will pay any Insured Payment that is a Preference
Amount (as described below) on the Business Day (as described below) following
receipt on a Business Day by the Fiscal Agent (as described below) of (i) a
certified copy of the order requiring the return of a preference payment, (ii)
an opinion of counsel satisfactory to the Certificate Insurer that such order
is is final and not subject to appeal, (iii) an assignment in such form as is
reasonably required by the Certificate Insurer, irrevocably assigning to the
Certicate Insurer all rights and claims of the Owner relating to or arising
under the Obligations against the debtor which made such preference payment or
otherwise with respect to such preference payment and (iv) appropriate
instruments to effect the appointment of the Certificate Insurer as agent for
such Owner in any form legal proceeding related to such preference payment,
such instruments being in a form satisfactory to the Certificate Insurer,
provided that if such documents are received after 12:00 noon New York City
time on such Business Day, they will be deemed to be received on the following
Business Day. Such payments shall be disbursed to the receiver or trustee in
bankruptcy named in the final order of the court exercising jurisdiction on
behalf of the Owner and not to any Owner directly unless such Owner has
returned principal or interest paid on the Obligations to such receiver or
trustee in bankruptcy, in which case such payment shall be disbursed to such
Owner.
The Certificate Insurer will pay any other amount payable hereunder no
later than 12:00 noon New York City time on the later of the Distribution Date
on which the related Deficiency Amount is due or the Business Day following
receipt in New York, New York on a Business Day by State Street Bank and Trust
Company, N.A., as Fiscal Agent for the Certificate Insurer or any successor
fiscal agent appointed by the Certificate Insurer (the "Fiscal Agent") of a
Notice (as described below); provided that if such notice is received after
12:00 noon New York City time on such Business Day, it will be deemed to be
received on the following Business Day. If any such Notice received by the
Fiscal Agent is not in proper form or is otherwise insufficient for the
purpose of making claim hereunder, it shall be deemed not to have been
received by the Fiscal Agent for purposes of this paragraph, and the
Certificate Insurer or the Fiscal Agent, as the case may be, shall promptly so
advise the Trustee and the Trustee may submit an amended Notice.
Insured Payments due hereunder unless otherwise stated herein will be
disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by wire
transfer of immediately available funds in the amount of the Insured Payment
less, in respect of Insured Payments related to Preference Amounts, any amount
held by the Trustee for the payment of such Insured Payment and legally
available therefor.
The Fiscal Agent is the agent of the Certificate Insurer only and the
Fiscal Agent shall in no event be liable to Owners for any acts of the Fiscal
Agent or any failure of the Certificate Insurer to deposit or cause to be
deposited, sufficient funds to make payments due under this Policy.
As used herein, the following terms shall have the following meanings:
"Agreement" means the Pooling and Servicing Agreement dated as of March
1, 2000 among The Provident Bank, as Seller and Master Servicer, and Norwest
Bank Minnesota, National Association, as Trustee, without regard to any
amendment or supplement thereto unless such amendment or modification has been
approved in writing by the Certificate Insurer.
"Business Day" means any day other than (a) a Saturday or a Sunday, (b) a
day on which the Certificate Insurer is closed or (c) a day on which banking
institutions in the States of New York or Ohio are required or authorized by
law or executive order to close.
"Deficiency Amount" means for any Distribution Date (A) the excess, if
any, of (i) Class Monthly Interest Distributable Amount for each Class of
Class A Certificates (net of any Civil Relief Act Interest Shortfalls with
respect to the related Loan Group) plus any Class Interest Carryover Shortfall
for each Class of Class A Certificates over (ii) funds on deposit in the
Distribution Account available to be distributed therefor on such Distribution
Date and (B) the Guaranteed Principal Amount.
"Final Distribution Date" means the Distribution Date in March 2030.
"Guaranteed Principal Amount means (a) for any Distribution Date (other
than the Final Distribution Date for a Certificate Group), the amount, if any,
by which the Class A Principal Balance of each Certificate Group exceeds the
related Loan Group Principal Balance at the end of the previous month (after
giving effect to all distribution of principal on the related Class A
Certificates on such Distribution Date) and (b) on the Distribution Date in
March 2030, with respect to the Group 1 Certificates and Marc respect to the
Group 2 Certificates (after giving effect to all other distribution of
principal on the Group I Certificates and the Group 2 Certificates on such
Distribution Date, as applicable), an amount equal to the applicable Class A
Principal Balance.
"Insured Payment" means (i) as of any Distribution Date, any Deficiency
Amount (ii) any Preference Amount.
"Notice" means the telephonic or telegraphic notice, promptly confirmed
in writing by telecopy substantially in the form of Exhibit A attached hereto,
the original of which is subsequently delivered by registered or certified
mail, from the Trustee specifying the Insured Payment which shall be due and
owing on the applicable Distribution Date.
"Owner" means each Holder (as defined in the Agreement) who, on the
applicable Distribution Date, is entitled under the terms of the applicable
Obligations to payment thereunder.
"Preference Amount" means any amount previously distributed to an Owner
on the Obligations that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with a
final nonappealable order of a court having competent jurisdiction.
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Agreement as of the date of execution
of this Policy, without giving effect to any subsequent amendment or
modification to the Agreement unless such amendment or modification has been
approved in writing by the Certificate Insurer.
Any notice hereunder or service of process on the Fiscal Agent may be
made at the address listed below for the Fiscal Agent or such other address as
the Certificate Insurer shall specify in writing to the Trustee.
The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New
York, New York 10006 Attention: Municipal Registrar and Paying Agency or such
other address as the Fiscal Agent shall specify to the Trustee in writing.
This Policy is being issued under and pursuant to, and shall be construed
under, the laws of the State of New York without giving effect to the conflict
of laws principles thereof.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law.
This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason including payment, or provision being made for
payment, prior to maturity of the Obligations.
IN WITNESS WHEREOF, the Certificate Insurer has caused this Policy to be
executed and attested this 31st day of March, 2000.
MBIA INSURANCE CORPORATION
By
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President
Attest:
By
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Assistant Seeretary
EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE POLICY
NUMBER 31849
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER: 31849
State Street Bank and Trust Company, as Fiscal Agent
for MBIA Insurance Corporation
61 Broadway, 15th Floor
New York, NY 10006
Attention: Municipal Registrar and
Paying Agency (16th Floor)
MBIA Insurance Corporation
113 King Street
Armonk NY 10504
The undersigned, a duly authorized officer of [NAME OF TRUSTEE], as trustee
(the "Trustee"), hereby certifies to State Street Bank and Trust Company, N.A.
(the "Fiscal Agent") and MBIA Insurance Corporation (the "Certificate
Insurer"), with reference to Certificate Guaranty Insurance Policy Number:
31849 issued by the Certificate Insurer in respect of the $615,000,000
Provident Bank Home Equity Loan Trust 2000-1, Home Equity Loan Asset-Backed
Certificates, Series 2000-1, Class A-1 and Class A-2 (the "Obligations"), with
respect to the Distribution Date occurring on ___________, (the "Applicable
Distribution Date") (or with respect to Preference Amounts, the date occurring
on ______ ), that:
(i) the Trustee is the trustee under the Pooling and Servicing
Agreement dated as of March 1, 2000 (the "Agreement"), among The
Provident Bank as Seller and Master Servicer, and the Trustee, as trustee
for the Owners;
(ii) the Class Monthly Interest Distributable Amount for the Class
A-1 Certificates (net of any Civil Relief Act Interest Shortfall with
respect to Loan Group 1) is $_______________;
(iii) the Class Monthly Interest Distributable Amount for the Class
A-2 Certificates (net of any Civil Relief Act Interest Shortfall with
respect to Loan Group 2) is $_______________;
(iv) the Class Interest Carryover Shortfall Amount for the Class A-1
Certificates is $_______________;
(v) the Class Interest Carryover Shortfall Amount for the Class A-2
Certificates is $_______________;
(vi) the funds on deposit in the Distribution Account (available to
be distributed for clauses (ii) through (v) above on such Distribution
Date) is $_______________;
(vii) the excess, if any, of (A) the sum of the amounts contained in
clauses (ii) through (v) above over (B) the amount set forth in clause
(vi) above is $_______________;
(viii) the amount, if any, by which the Class Principal Balance of
Group I Certificates exceeds the Loan Group I Principal Balance at the
end of the previous month on the Applicable Distribution Date (other than
the Final Distribution Date for the Group 1) (after giving effect to all
distributions of principal on the Class A-1 Certificates on such
Distribution Date) is $__________, and on the Distribution Date in March
2030 (after giving effect to all other distributions of the principal on
the Certificates) the amount of any Class Principal Balance of Group 1
Certificates is $_______________;
(ix) the amount, if any, by which the Class Principal Balance of
Group 2 Certificates exceeds the Loan Group 2 Principal Balance at the end
of the previous month on the Applicable Distribution Date (other than the
Final Distribution Date for the Group 2 Certificates) (after giving effect
to all distributions of principal on the Class A-2 Certificates on such
Distribution Date) is $________, and on the Distribution Date in March
2030 (after giving effect to all other distributions of principal on the
Certificates), the amount of any Class Principal Balance of Group 2
Certificates is $____________,
(x) the sum of the amounts contained in clause (viii) and (ix) above
is (the "Guaranteed Principal Amount");
(xi) the sum of the amounts contained in clause (vii) and (x) above
is $_______________ (the "Deficiency Amount");
(xii) the amount of any Preference Amount which remains unpaid is
$__________ (the "Applicable Preference Amount");
(xiii) the sum of the Deficiency Amount and the Applicable Preference
Amount is $_______________ (the "Insured Payment");
(xiv) The trustee is making a claim under and pursuant to the terms of
the Policy for the Insured Payment to be applied to the payment of
(xi)above for the Applicable Distribute Date in accordance with the
Agreement and, if applicable, to be applied to the payment of (xii) above;
and
(xv) the Trustee directs that payment of the Insured Payment be made
to the following account by bank wire transfer of federal or other
immediately available funds in accordance with the terms of the Policy:
[CERTIFICATE ACCOUNT].
Any capitalized term used in this Notice and not otherwise defined herein
shall have the meaning assigned thereto in the Policy.
Any Person Who Knowingly And With Intent To Defraud Any Insurance Company
Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading, Information Concerning Any Fact Material Thereto, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A
Civil Penalty Not Exceed Five Thousand Dollars And The Stated Value Of The
Claim For Each Such Violation.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the _____ day of ____________, ____________.
[TRUSTEE]
By
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