SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1997
Commission file number: 333-35275
THE PROVIDENT BANK
(as depositor under the Pooling and Servicing Agreement, dated as of
September 1, 1997, which forms Provident Bank Home Equity Loan Trust
1997-A, which will issue the Provident Bank Home Equity Loan Trust
1997-A, Revolving Home Equity Loan Asset-Backed Certificates, Series
1997-A)
PROVIDENT BANK HOME EQUITY LOAN TRUST 1997-A
REVOLVING HOME EQUITY LOAN ASSET-BACKED CERTIFICATES, SERIES 1997-A
(Exact name of Registrant as specified in its Charter)
OHIO 31-0412725
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 526-7000
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE.
Securities registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE.
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates of
the Registrant as of December 31, 1997: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31,
1997: NOT APPLICABLE.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated herein by reference
are as follows:
None
Documents in Part II and Part IV incorporated herein by reference
are as follows:
Monthly Remittance Statement to the Certificateholders dated as of
October 27, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on November 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on November 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 26, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on November 17, 1998.
PART 1
ITEM 1. Business.
The trust fund (the "Trust") created pursuant to a Pooling and
Servicing Agreement dated as of September 1, 1997 (the "Pooling and
Servicing Agreement") between The Provident Bank, as Sponsor and
Servicer (in such capacities, the "Sponsor" and "Servicer",
respectively), and Bankers Trust Company of California, N.A., as
Trustee (the "Trustee").
Each Revolving Home Equity Loan Asset-Backed Certificate, Series
1997-A (collectively, the "Certificates") will represent an
undivided interest in the Provident Bank Home Equity Loan Trust
1997-A (the "Trust") to be formed pursuant to the Pooling and
Servicing Agreement. The property of the Trust will include a pool
of adjustable rate home equity revolving credit line loans
(sometimes referred to in the Prospectus Supplement dated September
26, 1997 as "home equity loans") made or to be made in the future
(the "Mortgage Loans") under certain home equity revolving credit
line loan agreements. The Mortgage Loans are secured by first,
second and third mortgages primarily on one- to four-family
residential properties.
The aggregate undivided interest in the Trust represented by the
Certificates will, as of September 1, 1997 (the "Cut-off Date"),
represent approximately 98% of the outstanding principal balances of
the Mortgage Loans. The remaining undivided interest in the Trust
not represented by the Certificates (the "Transferor Interest") will
initially be equal to $3,379,396.33, which as of the Cut-Off Date is
approximately 2% of the outstanding principal balances of the
Mortgage Loans. The Transferor Interest will be initially retained
by Provident. Only the Certificates are offered hereby.
Information with respect to the business of the Trust would not be
meaningful because the only "business" of the Trust is the
collection on the Mortgage Loans and distribution of payments on
the Certificates to Certificateholders. This information is
accurately summarized in the Monthly Reports to Certificateholders,
which are filed on Form 8-K. There is no additional relevant
information to report in response to Item 101 of Regulation S-K.
ITEM 2. Properties.
The Depositor owns no property. The Revolving Home Equity Loan
Asset-Backed Certificates, Series 1997-A, in the aggregate, represent
the beneficial ownership in a Trust consisting primarily of the
Mortgage Loans. The Trust will acquire title to real estate only
upon default of the mortgagors under the Mortgage Loan. Therefore,
this item is inapplicable.
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during
the fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The Revolving Home Equity Loan Asset-Backed Certificates, Series
1997-A represent, in the aggregate, the beneficial ownership in a
trust fund consisting primarily of the Mortgage Loans. The
Certificates are owned by Certificateholders as trust beneficiaries.
Strictly speaking, Registrant has no "common equity," but for
purposes of this Item only, Registrant's Revolving Home Equity Loan
Asset-Backed Certificates are treated as "common equity."
(a) Market Information. There is no established public trading
market for Registrant's Certificates. The Registrant believes the
Certificates are traded primarily in intra-dealer markets and non-
centralized inter-dealer markets.
(b) Holders. The number of registered holders of all classes of
Certificates on December 31, 1997 was: 5.
(c) Dividends. Not applicable. The information regarding
dividends required by sub-paragraph (c) of Item 201 of Regulation
S-K is inapplicable because the Trust does not pay dividends.
However, information as to distribution to Certificateholders is
provided in the Monthly Reports to Certificateholders for each
month of the fiscal year in which a distribution to
Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the Trust,
the Selected Financial Data required by Item 301 of Regulation
S-K does not add relevant information to that provided by the
Monthly Reports to Certificateholders, which are filed on a
monthly basis on Form 8-K.
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Not Applicable. The information required by Item 303 of
Regulation S-K is inapplicable because the Trust does not have
management per se, but rather the Trust has a Trustee who causes
the preparation of the Monthly Reports to Certificateholders.
The information provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form
8-K, does provide the relevant financial information regarding
the financial status of the Trust.
ITEM 8. Financial Statements and Supplementary Data.
Monthly Remittance Statement to the Certificateholders dated as of
October 27, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on November 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on November 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 26, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on November 17, 1998.
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or directors.
Therefore, the information required by items 401 and 405 of
Regulation S-K are inapplicable.
ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have officers or directors to
whom compensation needs to be paid. Therefore, the information
required by item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security ownership of certain beneficial owners. Under the
Indenture governing the Trust, the holders of the Certificates
generally do not have the right to vote and are prohibited from
taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as
"voting security" holders.
As of December 31, 1997, the following are the only persons known
to the Registrant to be the beneficial owners of more than 5% of
any class of voting securities:
Glenn Pizer
Swiss American Securities Inc.
100 Wall Street
New York, New York 10005
Series 1997-A
$25,000,000
15%
Cecile Lamarco
Bank of New York The
925 Patterson Plank Road
Secaucus, New Jersey 07094
Series 1997-A
$95,500,000
58%
Marta Hoosain
Citibank, N.A.
P.O. Box 30576
Tampa, Florida 33630
Series 1997-A
$10,000,000
6%
Constance Holloway
Boston Safe Deposit & Trust Company
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3
Pittsburgh, PA 15259
Series 1997-A
$35,000,000
21%
(b) Security ownership of management. Not Applicable. The
Trust does not have any officers or directors. Therefore, the
information required by Item 403 of Regulation S-K is
inapplicable.
(c) Changes in control. Not Applicable. Since
Certificateholders do not possess, directly or indirectly, the
power to direct or cause the direction of the management and
policies of the Trust, other than in respect to certain required
consents regarding any amendments to the Indenture, the
information requested with respect to item 403 of Regulation
S-K is inapplicable.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others. Registrant knows
of no transaction or series of transactions during the fiscal
year ended December 31, 1997, or any currently proposed
transaction or series of transactions, in an amount exceeding
$60,000 involving the Registrant in which the Certificateholders
identified in Item 12(a) had or will have a direct or indirect
material interest. There are no persons of the types described
in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
information required by Item 404(a)(3) of Regulation S-K is
hereby incorporated by reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not Applicable. The Trust does
not have management consisting of any officers or directors.
Therefore, the information required by item 404 of Regulation S-K
is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust
does not use promoters. Therefore, the information required by
item 404 of Regulation S-K is inapplicable.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) The following is a list of documents filed as part of this
report:
EXHIBITS
Monthly Remittance Statement to the Certificateholders dated as of
October 27, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on November 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on November 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 26, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on November 17, 1998.
(b) The following Reports on Form 8-K were filed during the last
quarter of the period covered by this Report:
None
(c) The exhibits required to be filed by Registrant pursuant to
Item 601 of Regulation S-K are listed above and in the Exhibit
Index that immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with
respect to subsidiaries or affiliates.
Supplemental information to be furnished with reports filed
pursuant to Section 15(d) by registrants which have not
registered securities pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other
soliciting material has been sent to Certificateholders, and the
Registrant does not contemplate sending any such materials
subsequent to the filing of this report.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
By: Bankers Trust Company of California, N.A.
not in its individual capacity but solely
as a duly authorized agent of the
Registrant pursuant to the Pooling and
Servicing Agreement, dated as of September
1, 1997.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: August 12, 1999