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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(Mark One)
[X] Annual Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
OR
[ ] Transition Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File No. 333-21485
SUPERIOR BANK FSB (SERIES 1997-3)
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(Exact name of registrant as specified in its charter)
UNITED STATES 36-1414142
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE LINCOLN CENTRE
OAKBROOK TERRACE, ILLINOIS 60181
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 708 916-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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NONE NOT APPLICABLE
NONE
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(Title of Class)
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
--- ---
DOCUMENTS INCORPORATED BY REFERENCE:
The following documents filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, are incorporated by reference into Part I of this Form
10-K: the Prospectus Supplement dated September 12, 1997 together with the
Prospectus dated March 6, 1997.
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<PAGE>
SUPERIOR BANK FSB (SERIES 1997-3)
FORM 10-K
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TABLE OF CONTENTS
Page
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PART I
Item 1. Business................................................. 1
Item 2. Properties............................................... 1
Item 3. Legal Proceedings........................................ 1
Item 4. Submission of Matters to a Vote of Security Holders ..... 1
PART II
Item 5. Market for Registrant's Common Equity
and Related Shareholder Matters...................... 1
Item 6. Selected Financial Data.................................. 2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 2
Item 8. Financial Statements and Supplementary Data.............. 2
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................. 2
PART III
Item 10. Directors and Officers of the Registrant................. 2
Item 11. Executive Compensation................................... 2
Item 12. Security Ownership of Certain Beneficial
Owners and Management................................ 2
Item 13. Certain Relationships and Related Transactions........... 4
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K............................ 4
<PAGE>
-1-
PART I
ITEM 1. BUSINESS.
Not applicable.
ITEM 2. PROPERTIES.
Not applicable.
ITEM 3. LEGAL PROCEEDINGS.
There were no material legal proceedings involving either the Mortgage
Pool, the Trustee, the custodian, the Servicer or the Registrant with respect to
the Mortgage Pool, other than ordinary routine litigation incidental to the
duties of the Trustee, the custodian, the Servicer or the Registrant under the
Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
(a) There is no established trading market for the Certificates.
(b) As of January 2, 1998, with respect to Series 1997-3 there were eleven
(11) holders of record of the Registrant's Class 1A-1 Certificates, there were
two (2) holders of record of the Registrant's Class 1A-2 Certificates, there was
one (1) holder of record of the Registrant's Class 1A-3 Certificates, there was
one (1) holder of record of the Registrant's Class 1A-4 Certificates, there was
one (1) holder of record of the Registrant's Class 1A-5 Certificates, there were
eight (8) holders of record of the Registrant's Class 2A Certificates and there
were two (2) holders of record of the Registrant's Class R Certificates.
This does not reflect the number of persons who hold their certificates in
nominee or "street" name through various brokerage firms.
<PAGE>
-2-
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable since there was no change of accountants or disagreements on
any matter of accounting principles or practices of financial disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT.
The following table provides information, as of January 2, 1998 with
respect to the ownership by each person or group of persons, known by the
Registrant to be a record owner of 5% or more of each class of the 1997-3 Series
of Certificates. This does not reflect the persons who hold their certificates
in nominee or "street" name.
<PAGE>
-3-
Except as set forth below, the Registrant is not aware of any record owner
of more than 5% of the Certificates as of the close of business on January 2,
1998.
<TABLE>
<CAPTION>
Percent of Class of
Principal Amount of Certificates Outstanding (by
Series and Class Certificates Owned aggregate principal balance
of Certificates Name and Address of Record or Percentage Interest)
- ---------------- ---------------- ------------------- ----------------------------
<C> <S> <C> <C>
1997-3
Class 1A-1 The Bank of New York .............. $5,425,000 15.50%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Boston Safe Deposit and ........... $7,130,000 20.37%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 152259
Chase Manhattan Bank .............. $15,000,000 42.86%
4 New York Plaza
Proxy Department, 13th Floor
New York, New York 10004
Citibank, N.A. .................... $2,050,000 5.86%
P.O. Box 30576
Tampa, Florida 33630-3576
Class 1A-2 The Bank of New York .............. $24,500,000 80.33%
(See Above)
J.P. Morgan Securities Inc. ....... $6,000,000 19.67%
Asset Backed
60 Wall Street, 6th Floor
New York, New York 10260-0060
Class 1A-3 The Bank of New York .............. $12,000,000 100%
(See Above)
</TABLE>
<PAGE>
-4-
<TABLE>
<CAPTION>
Percent of Class of
Principal Amount of Certificates Outstanding (by
Series and Class Certificates Owned aggregate principal balance
of Certificates Name and Address of Record or Percentage Interest)
- ---------------- ---------------- ------------------- ----------------------------
<C> <S> <C> <C>
Class 1A-4 Merrill Lynch, Pierce, Fenner ..... $22,027,857 100%
& Smith, Inc.
4 Corporate Place
Corporate Park 287
Piscataway, New Jersey 08855
Class 1A-5 The Bank of New York .............. $21,000,000 100%
(See Above)
Class 2A Bankers Trust Company ............. $86,000,000 47.91%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Chase Manhattan Bank .............. $36,900,000 20.56%
(See Above)
Deutsche Morgan Grenfell Inc. ..... $20,000,000 11.14%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Merrill Lynch, Pierce, Fenner ..... $20,000,000 11.14%
& Smith Inc.
(See Above)
Class R Superior Bank FSB ................. N/A 99.99%
135 Chestnut Ridge Road
Montvale, New Jersey 07645
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K.
Not applicable.
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.
<PAGE>
SIGNATURES
Subject 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.
SUPERIOR BANK FSB
(Registrant and as Depositor)
By: /s/ WILLIAM C. BRACKEN
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William C. Bracken
Senior Vice President and
Chief Financial Officer
Date: February 4, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons and in the capacities and
on the date indicated.
Name Title Date
---- ----- ----
* Chairman, President and February 4, 1998
- ------------------------------ Chief Executive Officer
(Neal T. Halleran)
/s/ WILLIAM C. BRACKEN Senior Vice President, Chief February 4, 1998
- ------------------------------ Financial Officer, Secretary
(William C. Bracken) and Treasurer
* Director and Executive February 4, 1998
- ------------------------------ Vice President
(Monte Kurs)
* Director February 4, 1998
- ------------------------------
(Nelson L. Stephenson)
* Director February 4, 1998
- ------------------------------
(Glen Miller)
* Director February 4, 1998
- ------------------------------
(Marc A. Weisman)
*By: /s/ WILLIAM C. BRACKEN
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William C. Bracken
Attorney-in-fact
