- ----------------------------------------------------------------- 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 27, 1998 THE PROVIDENT BANK - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 333-45369 31-0412725 - -------------------------- ------------- ------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) One East Fourth Street Cincinnati, Ohio 45202 - ----------------------------------------------------------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code (513) 579-2000 ----- -------- - ----------------------------------------------------------------- Item 5. Other Events. - ---- ------------ Filing of Derived Materials. - --------------------------- In connection with the offering of the Provident Bank Home Equity Loan Trust 1998-1, Home Equity Loan Asset-Backed Certificates, Series 1998-1 (the "Certificates"), Lehman Brothers Inc. and Donaldson, Lufkin & Jenrette Securities Corporation, 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. Concurrently with the filing hereof, pursuant to Rule 311(i) of Regulation S-T, the Company is filing the Derived Materials by paper filing on Form SE. 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. 333-45369). The financial statements will be referred to in the prospectus supplement relating to the Company's Home Equity Loan Asset-Backed Certificates, Series 1998-1. 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. 99.1 Derived Materials 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 -------------------------- Name: Kevin M. Shea Title: Vice President Dated: March 26, 1998 Exhibit Index ------------- Exhibit Page - ------- ---- 23. The Consent of Coopers & Lybrand. . . . . . . . 7 99.1 Derived Materials . . . . . . . . . . . . . . . 8 EXHIBIT 23: CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Prospectus of Provident Bank Home Equity Loan Trust 1998-1, of our report dated February 3, 1997, on our audits of the consolidated financial statements of MBIA Insurance Corporation and Subsidiaries as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996. We also consent to the reference to our firm under the caption "Experts" in such Prospectus Supplement. \s\ Coopers & Lybrand L.L.P. -------------------------------------- Coopers & Lybrand L.L.P. New York, New York March 26, 1998 EXHIBIT 99.1 In accordance with Rule 311(i) of Regulation S-T, the Derived Materials are being filed on paper pursuant to Form SE.