LEHMAN ABS CORP
8-K, 1997-03-19
ASSET-BACKED SECURITIES
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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 18, 1997


     LEHMAN  ABS  CORPORATION,  (as  depositor  under  the  Pooling  and
     Servicing  Agreement,  dated  as  of  March  1,  1997, which  forms
     Provident Bank Home Equity Loan  Trust 1997-1, which will issue the
     Provident  Bank Home  Equity Loan  Trust 1997-1,  Home  Equity Loan
     Asset-Backed Certificates, Series 1997-1).


                            LEHMAN ABS CORPORATION                 
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     (Exact name of registrant as specified in its charter)


         Delaware              333-14293         13-3447441     
- ----------------------------  -----------    -------------------
(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  
- -----------------------------------------------------------
(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.
- ----     ------------

Filing of Derived Materials.
- ---------------------------

     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 1997-1.

     In connection with the  offering of the Provident Bank Home  Equity Loan
Trust  1997-1, Home  Equity Loan  Asset-Backed  Certificates, Series  1997-1,
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.  

Incorporation of Certain Documents by Reference
- -----------------------------------------------

     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 1997-1.  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
- ----      -----------------------------------------
          Information and Exhibits.
          ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     23.       The Consent of Coopers & Lybrand.

P    99.1.     The Derived Materials of Lehman Brothers, Inc.
               (Filed on Form SE dated March 18, 1997).

                                  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                       
                                  -----------------------------
                                    Martin Harding
                                    Managing Director




Dated:  March 18, 1997
              --

                                Exhibit Index
                                -------------

Exhibit                                                Page
- -------                                                ----

     23.       The Consent of Coopers & Lybrand         5

P    99.1.     The Derived Materials of Lehman Brothers, Inc.
               (Filed on Form SE dated March 18, 1997).


               EXHIBIT 23:  CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to  the incorporation by reference in  this 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.
                              --------------------------------------------
                                   Coopers & Lybrand L.L.P.

March 18, 1997
New York, New York


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