LEHMAN ABS CORP
8-K, 1998-12-29
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): December 28, 1998

                LEHMAN ABS CORPORATION, (as depositor under the

          Sale and Servicing Agreement, dated as of December 1, 1998)

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


             Delaware                    333-39649           13-3447441
   -------------------------------      ------------       ------------------
   (State or Other Jurisdiction of      (Commission        (I.R.S. Employer
           Incorporation)               File Number)       Identification No.)

                         Three World Financial Center
                               200 Vesey Street
                           New York, New York 10022
         -------------------------------------------------------------
                   (Address of Principal Executive Offices)
                                  (Zip Code)

       Registrant's telephone number, including area code (212) 526-7000
                                                          ----- --------

- -------------------------------------------------------------------------------

<PAGE>

Item 5.    Other Events.  None.
- ----

Item 7.   Financial Statements and Exhibits.
          ---------------------------------

Information and Exhibits.
- ------------------------

(a)   Financial Statements of businesses acquired.

      Not applicable.

(b)   Pro Forma financial information.

      Not applicable.

(c)   Exhibit No.           Description
      ----------            -----------

           25               Form T-1 Statement of Eligibility under the Trust
                            Indenture Act of 1939, as amended.  (Certain
                            exhibits to Form T-1 are incorporated by reference
                            herein).

<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.

                                            LEHMAN ABS CORPORATION



                                             By: /s/ Samir A. Tabet   
                                                 ---------------------
                                                 Name:  Samir A. Tabet
                                                 Title:  Senior Vice-President

Dated:  December 28, 1998

<PAGE>

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

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

25   Form T-1.............................................................5

<PAGE>

                             Exhibit 25: Form T-1.
                             --------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                           -------------------------

                                   FORM T-1

                           STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF
                  A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                  -------------------------------------------
              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
               A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

                   ----------------------------------------

                           THE CHASE MANHATTAN BANK
              (Exact name of trustee as specified in its charter)

New York                                                           13-4994650
(State of incorporation                                      (I.R.S. employer
if not a national bank)                                   identification No.)

270 Park Avenue
New York, New York                                                      10017
(Address of principal executive offices)                           (Zip Code)

                              William H. McDavid
                                General Counsel
                                270 Park Avenue
                           New York, New York 10017
                              Tel: (212) 270-2611
           (Name, address and telephone number of agent for service)

                 ---------------------------------------------
                 Provident Bank Home Equity Loan Trust 1998-A
              (Exact name of obligor as specified in its charter)

Delaware                                                           Applied For
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                             identification No.)

c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE                                                      19890-0001
(Address of principal executive offices)                            (Zip Code)

              -------------------------------------------------
                      Home Equity Loan Asset-Backed Notes
                      (Title of the indenture securities)
              -------------------------------------------------



                                    GENERAL

Item 1. General Information.

        Furnish the following information as to the trustee:

        (a) Name and address of each examining or supervising authority to
        which it is subject.

            New York State Banking Department, State House, Albany, New York
        12110.

            Board of Governors of the Federal Reserve System, Washington, D.,
        20551

            Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
        New York, N.Y.

            Federal Deposit Insurance Corporation, Washington, D.C., 20429.


        (b) Whether it is authorized to exercise corporate trust powers.

             Yes.


Item 2.  Affiliations with the Obligor.

         If the obligor is an affiliate of the trustee, describe each such
affiliation.

         None.


Item 16. List of Exhibits

         List  below  all  exhibits  filed  as a part  of  this  Statement  of
Eligibility.

         1. A copy of the  Articles  of  Association  of the Trustee as now in
effect,  including  the  Organization  Certificate  and  the  Certificates  of
Amendment  dated  February  17,  1969,  August 31,  1977,  December  31, 1980,
September 9, 1982,  February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in  connection  with  Registration  Statement  No.
333-06249, which is incorporated by reference).

         2. A copy of the  Certificate of Authority of the Trustee to Commence
Business  (see  Exhibit 2 to Form T-1 filed in  connection  with  Registration
Statement No. 33-50010,  which is incorporated by reference. On July 14, 1996,
in connection  with the merger of Chemical Bank and The Chase  Manhattan  Bank
(National Association),  Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

         3. None,  authorization  to exercise  corporate  trust  powers  being
contained in the documents identified above as Exhibits 1 and 2.

         4. A copy of the  existing  By-Laws of the Trustee  (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249,  which
is incorporated by reference).

         5. Not applicable.

         6. The consent of the Trustee  required by Section  321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010,  which is incorporated by reference. On July 14, 1996, in connection
with the  merger of  Chemical  Bank and The  Chase  Manhattan  Bank  (National
Association),  Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

         7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

         8. Not applicable.

         9. Not applicable.

                                   SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 28th day
of December 1998.

                                             THE CHASE MANHATTAN BANK

                                                By /s/ Jennifer Cupo

                                                   /s/ Jennifer Cupo

                                                       Assistant Vice President



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