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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): December 5, 1996
LEHMAN ABS CORPORATION, (as depositor under the Pooling and
Servicing Agreement, dated as of December 1, 1996, which forms
Provident Bank Home Equity Loan Trust 1996-2, which will issue the
Provident Bank Home Equity Loan Trust 1996-2, Home Equity Loan
Asset-Backed Certificates, Series 1996-2).
LEHMAN ABS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-3391 13-3447441
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Three World Financial Center
200 Vesey Street
New York, New York 10022
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 526-7000
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Item 5. Other Events.
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Filing of Derived Materials.*
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Pursuant to Rule 424(b) under the Securities Act of 1933, concurrently
with, or subsequent to, the filing of this Current Report on Form 8-K ("the
Form 8-K"), Lehman ABS Corporation (the "Company") is filing a prospectus and
prospectus supplement with the Securities and Exchange Commission in relation
to its Home Equity Loan Asset-Backed Certificates, Series 1996-2.
In connection with the offering of the Provident Bank Home Equity Loan
Trust 1996-2, Home Equity Loan Asset-Backed Certificates, Series 1996-2,
Lehman Brothers Inc., as underwriter of the Certificates (the "Underwriter"),
has prepared certain materials (the "Derived Materials") for distribution to
its potential investors. Although the Company provided the Underwriter with
certain information regarding the characteristics of 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.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Prospectus and the Prospectus Supplement of
Lehman ABS Corporation, relating to its Provident Bank Home Equity Trust
1996-2, Home Equity Loan Asset-Backed Certificates, Series 1996-2.
Incorporation of Certain Documents by Reference
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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. 333-3391). The financial statements will be
referred to in the prospectus supplement relating to the Company's Home
Equity Loan Asset-Backed Certificates, Series 1996-2. In connection with the
incorporation of such documents by reference, the Company is hereby filing
the consent of Coopers & Lybrand L.L.P. ("Coopers & Lybrand") to the use of
their name in such prospectus supplement. The consent of Coopers & Lybrand
is attached hereto as Exhibit 23.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23. The Consent of Coopers & Lybrand.
99.1. The Derived Materials of Lehman Brothers, Inc.
(Filed on Form SE dated December 5, 1996).
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.
LEHMAN ABS CORPORATION
By: /s/ Martin Harding
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Martin Harding
Managing Director
Dated: December 9, 1996
Exhibit Index
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Exhibit Page
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23. The Consent of Coopers & Lybrand 5
EXHIBIT 23: CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement, of
our report dated January 22, 1996, on our audits of the consolidated
financial statements of MBIA Insurance Corporation and Subsidiaries as of
December 31, 1995 and 1994 and for the three years ended December 31, 1995.
We also consent to the reference to our firm under the caption "Experts".
\s\ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
December 5, 1996
New York, New York
