SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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, 1998
OR
/ / Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File No. 333-61691
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SUPERIOR BANK FSB (SERIES 1998-3)
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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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 630 916-4000
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
Securities registered pursuant to Section 12(g) of the Act:
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:
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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 17, 1998 together with the
Prospectus dated September 1, 1998.
<PAGE>
SUPERIOR BANK FSB (SERIES 1998-3)
FORM 10-K
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............................. 1
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>
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, 1998.
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 December 31, 1998, with respect to Series 1998-3
there was one (1) holder of record of the Registrant's Class 1A-1 Certificates,
there were three (3) holders of record of the Registrant's Class 1A-2
Certificates, there was one (1) holder of record of the Registrant's Class 2A-1
Certificates, there were three (3) holders of record of the Registrant's Class
2A-2 Certificates and there was one (1) holder 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.
ITEM 6 SELECTED FINANCIAL DATA.
Not applicable.
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-2-
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 December 31,
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 1998-3
Series of Certificates. This does not reflect the persons who hold their
certificates in nominee or "street" name.
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
December 31, 1998.
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<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)
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<S> <C> <C> <C>
1998-3
Class 1A-1 State Street Bank and $51,000,000 100%
Trust Company
Global Corp. Action Dept.
P.O. Box 1631
Boston, Massachusetts 02105-1631
Class 1A-2 Chase Bank of Texas, N.A. $75,000,000 39.89%
P.O. Box 2558
Houston, Texas 77252-2258
Chase Manhattan Bank $63,000,000 33.51%
4 New York Plaza, 13th Floor
New York, New York 10004
LBI- Lehman Government $50,000,000 26.59%
Securities Inc.
201 Hudson Street, 31st Floor
Jersey City, New Jersey 07302
Class 2A-1 State Street Bank and $78,000,000 100%
Trust Company
(See Above)
Class 2A-2 Chase Bank of Texas, N.A. $25,000,000 18.79%
(See Above)
Chase Manhattan Bank $73,000,000 54.88%
(See Above)
Citibank, N.A. $35,000,000 26.31%
P.O. Box 30576
Tampa, Florida 33630-3576
</TABLE>
<PAGE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class R Superior Bank FSB N/A 100%
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.
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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: January 14, 1999
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
* Chairman, President and January 14, 1999
- -------------------------------- Chief Executive Officer
(Neal T. Halleran)
/s/ William C. Bracken Senior Vice President, Chief January 14, 1999
- ---------------------------- Financial Officer, Secretary
(William C. Bracken) and Treasurer
* Director and Executive Vice January 14, 1999
- -------------------------------- President
(Monte Kurs)
* Director January 14, 1999
- --------------------------------
(Nelson L. Stephenson)
* Director January 14, 1999
- --------------------------------
(Glen Miller)
* Director January 14, 1999
- --------------------------------
(Marc A. Weisman)
</TABLE>
*By: /s/ William C. Bracken
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William C. Bracken
Attorney-in-fact
