<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION STATEMENT NO. 333-43727
LOCAL FINANCIAL CORPORATION
SUPPLEMENT NO. 2 TO PROSPECTUS
DATED APRIL 30, 1999
This Supplement No. 2 (this "Supplement") to the Local Financial
Corporation ("Local Financial") prospectus dated April 30, 1999 (as previously
supplemented, the "Prospectus") supplements and amends the information set forth
under the heading "Selling Shareholders" in the Prospectus. This Supplement adds
the following persons and information about the number of shares of Common Stock
and principal amount of Senior Notes owned and offered by such persons to the
table of Selling Shareholders listed in the Prospectus. Capitalized terms used
but not defined in this Supplement are used as defined in the Prospectus.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF PRINCIPAL AMOUNT OF
COMMON STOCK SENIOR NOTES BENEFICIALLY
BENEFICIALLY OWNED AND OWNED AND OFFERED
NAME OF SELLING HOLDER OFFERED HEREBY HEREBY
- --------------------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C>
GLG Global Convertible Fund 40,000 --
Smith Barney Premium Total Return 990,800 --
</TABLE>
The Prospectus, together with this Prospectus Supplement No. 2,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act of 1933, as amended, with respect to offers and sales of the
Notes and the Company Common Stock. All references in the Prospectus to "this
Prospectus" are hereby amended to read "this Prospectus (as supplemented and
amended)."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS SUPPLEMENT IS AUGUST 9, 1999.
