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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 29, 2000
SUPERIOR BANK FSB (as seller and servicer under the Sale and Servicing
Agreement, dated as of June 1, 2000, providing for the issuance of AFC Mortgage
Loan Asset Backed Notes, Series 2000-2)
Superior Bank FSB
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(Exact name of registrant as specified in its charter)
United States 333-83597 36-1414142
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
One Lincoln Centre
Oakbrook Terrace, Illinois 60181
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (630) 916-4000
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Description of the Notes, Group 1 and Group 2
On June 29, 2000 a single series of notes, entitled AFC Mortgage Loan Asset
Backed Notes, Series 2000-2 (the "Notes") were issued pursuant to an indenture
(the "Indenture") attached hereto as Exhibit 4.1, dated as of June 1, 2000,
between AFC Trust Series 2000-2, as issuer (the "Issuer") and LaSalle Bank
National Association, as indenture trustee (the "Indenture Trustee"). The Issuer
was formed pursuant to a trust agreement (the "Trust Agreement") attached hereto
as Exhibit 4.2, dated as of June 1, 2000, between Superior Bank FSB, as
depositor, and Wilmington Trust Company, as owner trustee. The Notes consist of
two classes identified as Class 1A and Class 2A. The Notes are secured by the
trust estate comprised of Group 1, Group 2, the Reserve Account and the Seller's
Rights under the Class 1A Cap Agreement and the Class 2A Cap Agreement (the
"Trust Estate"). Group 1 and Group 2 consist primarily of first and second liens
on single-family properties, multifamily properties, commercial properties and
mixed residential and commercial properties (the "Mortgage Loans") with an
aggregate principal balance of $334,660,910.28 as of June 1, 2000 (the "Cut-off
Date") and an aggregate amount of $106,143,903.40 deposited on the Closing Date
in the Group 1 Pre-Funding Account and an aggregate amount of $111,788,097.49
deposited on the Closing Date in the Group 2 Pre-Funding Account. The Mortgage
Loans were acquired by the Issuer pursuant to a sale and servicing agreement (
the "Sale and Servicing Agreement") attached hereto as Exhibit 4.3, dated as of
June 1, 2000, among Superior Bank FSB, as seller (the "Seller") and servicer,
the Issuer and the Indenture Trustee. The Notes were sold to Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill") and Prudential Securities
Incorporated ("Prudential"), pursuant to an underwriting agreement dated June
23, 2000 among Superior Bank FSB, Merrill and Prudential.
The Notes evidence, in the aggregate, $546,000,000 principal amount as of
the Cut-off Date. The Class 1A Notes will be entitled to payments of interest
accrued on the outstanding Class 1A Note Principal Balance at a variable
pass-through rate. The Class 2A Notes will be entitled to payments of interest
accrued on the outstanding Class 2A Note Principal Balance at a variable pass-
through rate. In addition, on each Payment Date, each class of Notes will be
entitled to distributions allocable to principal which will, as more fully
described in the Indenture, include the principal portion of all scheduled and
unscheduled payments received on the Mortgage Loans during an Accrual Period.
The Notes will also have the benefit of distributions made pursuant to the
Cap Agreements as more fully described in the Cap Agreements.
Credit support in respect of certain losses realized on the Mortgage Loans
will be covered by a note insurance policy (the "Note Insurance Policy") issued
by MBIA Insurance Corporation (the "Note Insurer") and, if the related Payment
Date is prior to the Cross-over Date, Excess Spread received by the Servicer.
The Note Insurance Policy only insures the timely receipt of interest on the
Notes and ultimate receipt of principal on the Notes. If the related Payment
Date is prior to the
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Cross-Over Date with respect to a particular Group, Holders of the Notes will
have a right to 100% of the related Excess Spread to fund the amount by which
the related Class A Remittance Amount with respect to each Class of Notes
exceeds the related Available Remittance Amount for such Payment Date. To the
extent available, the Net Excess Spread and Excess Principal with respect to a
Group will then be applied to cover any Available Funds Shortfall with respect
to the other Group. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Sale and Servicing Agreement.
On June 29, 2000, following the closing of the initial issuance of the
Notes, pursuant to the Agreement, the Issuer purchased from the Seller and
pledged to the Indenture Trustee Subsequent Mortgage Loans, as defined in the
Agreement, with an aggregate principal balance equal to $70,250,586.88 with
respect to Group 1 with funds on deposit in the Group 1 Pre-Funding Account and
$57,784,243.47 with respect to Group 2 with funds on deposit in the Group 2
Pre-Funding Account, each established pursuant to the Agreement at a purchase
price equal to the principal balance thereof, which Subsequent Mortgage Loans
were conveyed to the Issuer and pledged to the Indenture Trustee pursuant to a
Subsequent Transfer Instrument, dated as of June 29, 2000, among the Seller, the
Indenture Trustee and the Issuer.
Items 3 through 6 and Item 8 are not included because they are not
applicable.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
4.1 Indenture, dated as of June 1, 2000, between AFC Trust Series 2000-2,
as issuer, and LaSalle Bank National Association, as indenture trustee.
4.2 Trust Agreement, dated as of June 1, 2000, between Superior Bank FSB,
as depositor, and Wilmington Trust Company, as owner trustee.
4.3 Sale and Servicing Agreement, dated as of June 1, 2000, by and among
Superior Bank FSB, as seller and servicer, AFC Trust Series 2000-2, as issuer
and LaSalle Bank National Association, as indenture trustee.
4.4 Subsequent Transfer Instrument, dated as of June 29, 2000, among
Superior Bank FSB, as Seller, LaSalle Bank National Association, as indenture
trustee and AFC Trust Series 2000-2, as issuer.
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SIGNATURES
Pursuant to the requirements 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
By: /s/ WILLIAM C. BRACKEN
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Name: William C. Bracken
Title: Senior Vice President
and Chief Financial Officer
Dated: June 29, 2000
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EXHIBIT TABLE
4.1 Indenture, dated as of June 1, 2000, between AFC Trust Series 2000-2,
as issuer, and LaSalle Bank National Association, as indenture trustee.
4.2 Trust Agreement, dated as of June 1, 2000, between Superior Bank FSB,
as depositor, and Wilmington Trust Company, as owner trustee.
4.3 Sale and Servicing Agreement, dated as of June 1, 2000, by and among
Superior Bank FSB, as seller and servicer, AFC Trust Series 2000-2, as issuer
and LaSalle Bank National Association, as indenture trustee.
4.4 Subsequent Transfer Instrument, dated as of June 29, 2000, among
Superior Bank FSB, as Seller, LaSalle Bank National Association, as indenture
trustee and AFC Trust Series 2000-2, as issuer.
