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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Initial Filing)
__________________________________________________________
SUPERIOR FINANCIAL CORP.
(Name of Issuer)
Common Stock
par value $0.01 per share
(Title of Class of Securities)
C. Stanley Bailey
Chief Executive Officer
Superior Financial Corp.
5000 Rogers Avenue
Fort Smith, Arkansas 72903
(501) 484-4305
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 30, 1999
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
CUSIP No: 868161 10 0
_____________________________________________________________________________
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Financial Stocks, Inc.
31-1437546
_____________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
_____________________________________________________________________________
3) SEC Use Only:
_____________________________________________________________________________
4) Source of Funds (See Instructions): AF
_____________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [_]
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____________________________________________________________________________
6) Citizenship or Place of Organization: Ohio
____________________________________________________________________________
Number of (7) Sole Voting Power: 547,500 5.43%
Shares (8) Shared Voting Power: 0 0.0%
Beneficially (9) Sole Dispositive Power: 547,500 5.43%
Owned by (10) Shared Dispositive Power: 0 0.0%
Each Reporting
Person With
____________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 547,500 5.43%
____________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [X]
____________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 5.43%
____________________________________________________________________________
14) Type of Reporting Person (See Instructions): CO
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Item 1. Security and Issuer
Common Stock, par value $0.01 per share
Superior Financial Corp.
5000 Rogers Avenue
Fort Smith, Arkansas 72903
Item 2. Identity and Background
(a) Financial Stocks, Inc., an Ohio Corporation
(b) 441 Vine Street, Suite 507
Cincinnati, Ohio 45202
(principal office and principal business address)
(c) Registered Investment Advisor
(d) Not Applicable
(e) Not Applicable
(f) United States
Item 3. Source and Amount of Funds or Other Consideration
The event which required this filing was the purchase of 85,000
shares on August 30, 1999 by Financial Stocks Private Equity Fund
1998, L.P. Financial Stocks, Inc. is the general partner of
Financial Stocks Private Equity Fund 1998, L.P. The source of the
funds was the working capital of Financial Stocks Private Equity
Fund 1998, L.P. The aggregate consideration for this purchase was
$1,025,100.
Item 4. Purpose of Transaction
The acquisitions of common stock which are the subject of this
filing were made for general investment purposes.
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number and Percentage Beneficially Owned:*
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Common Stock 547,500 5.43%
* Includes shares held by Financial Stocks Private Equity Fund
1998, L.P. and Vine Street Exchange Fund, L.P. Financial Stocks,
Inc, is the general partner of Financial Stocks Private Equity
Fund 1998, L.P. and Vine Street Exchange Fund, L.P.
(b) Power to Vote and Dispose of Shares:
-----------------------------------
As the general partner of Financial Stocks Private Equity Fund
1998, L.P., Financial Stocks, Inc. has the power to vote and
dispose of the 235,000 shares held by that fund. As the
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general partner of Vine Street Exchange Fund, L.P., Financial
Stocks, Inc. has the power to vote and dispose of the 312,500
shares held by that fund.
(c) Transactions During the Past 60 Days:
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Financial Stocks Private Equity Fund 1998, L.P. purchased 85,000
shares of Superior Financial Corp. common stock on August 30,
1999 for $12.06 per share on the open market.
Financial Stocks Private Equity Fund 1998, L.P. purchased 50,000
shares of Superior Financial Corp. common stock on August 13,
1999 for $12.06 per share on the open market. Financial Stocks
Private Equity Fund 1998, L.P. purchased 50,000 shares of
Superior Financial Corp. common stock on August 16, 1999 for
$12.06 per share on the open market. Financial Stocks Private
Equity Fund 1998, L.P. purchased 50,000 shares of Superior
Financial Corp. common stock on August 19, 1999 for $12.06 per
share on the open market.
(d) Rights of Other Persons with Respect to Securities:
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Not Applicable.
(e) Sale on Which Reporting Person Ceased to be Beneficial Owner:
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Not Applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to the Securities of the Issuer.
Financial Stocks, Inc. is the general partner of Financial Stocks
Private Equity Fund 1998, L.P. and Vine Street Exchange Fund, L.P.
Financial Stocks Private Equity Fund 1998, L.P. owns 235,000 shares of
common stock of Superior Financial Corp. Vine Street Exchange Fund,
L.P. owns 312,500 shares of common stock of Superior Financial Corp.
Steven N. Stein, John M. Stein, Alexander D. Warm and Stanley L.
Vigran are the directors and shareholders of Financial Stocks, Inc.
Steven N. Stein owns 577,600 shares of the common stock of Superior
Financial Corp. John M. Stein is a director of Superior Financial
Corp. and owns 160,800 shares of its common stock. Steven N. Stein and
John M. Stein are brothers. Alexander D. Warm owns 537,100 shares of
common stock of Superior Financial Corp. Stanley L. Vigran owns 30,000
shares of common stock of Superior Financial Corp.
Steven N. Stein disclaims any beneficial ownership of the stock held
by any of John M. Stein, Alexander D. Warm and Stanley L. Vigran. John
M. Stein disclaims any beneficial ownership of the stock held by any
of Steven N. Stein, Alexander D. Warm and Stanley L. Vigran. Alexander
D. Warm disclaims any beneficial ownership of the stock held by any of
Steven N. Stein, John M. Stein or Stanley L. Vigran. Stanley L. Vigran
disclaims any beneficial ownership of the stock held by any of Steven
N. Stein, John M. Stein or Alexander D. Warm.
Item 7. Material Filed as Exhibits
Not Applicable.
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Signatures
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 3, 1999
FINANCIAL STOCKS, INC.
/s/ Steven N. Stein
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BY: Steven N. Stein
ITS: Chief Executive Officer
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