SUMMIT SECURITIES, INC.
$40,000,000 Investment Certificates, Series A
150,000 Shares Variable Rate Cumulative
Preferred Stock, Series S-3
($100 Per Share Offering Price
and Liquidation Preference)
The Investment Certificates, Series A ("Certificates") and the shares of
Variable Rate Cumulative Preferred Stock, Series S-3 ("Preferred Stock") of
Summit Securities, Inc. ("Summit") are being offered separately and not as
units. A Certificateholder may elect to receive interest monthly, quarterly,
semi-annually or annually, without compounding; or, at the election of a
Certificateholder, if interest is left with Summit it will compound semi-
annually until maturity; or, at the election of the Certificateholder the
Certificates will pay equal monthly installments of principal and interest until
maturity according to an amortization schedule selected by the owner. The
Certificates are unsecured debt instruments, senior in liquidation to
outstanding equity securities, subordinated to collateralized debt, on parity
with unsecured accounts payable and accrued liabilities and on parity with all
previously issued and outstanding investment certificates. At September 30,
1996 the Consolidated Group had approximately $67,717,000 of debt senior to and
approximately $1,367,000 of debt in parity with the approximately $42,824,000 of
outstanding Certificates. The Certificates will be issued in fully negotiable
form in fractional denominations of $0.01 or multiples thereof at 100% of the
principal amount paid. Summit reserves the right to change, prospectively, by
way of supplement to this Prospectus, the interest rates, maturities, and
minimum investment amounts on unsold Certificates. The current provisions are
set forth below. See "DESCRIPTION OF CERTIFICATES."
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<CAPTION>
Pricing Supplement No. 2 effective October 27, 1997.
ANNUAL | ANNUAL
MINIMUM INTEREST| MINIMUM INTEREST
INVESTMENT TERM TO MATURITY RATE | INVESTMENT TERM TO MATURITY RATE
__________ ________________ ________| __________ ________________ ________
Investment Certificates, Series A Investment Certificates, Series A
<S> <C> <C> <C> <C> <C>
$1,000 116 to 120 months 8.875% | $250,000 116 to 120 months 9.000%
$1,000 92 to 115 months 8.500% | $250,000 92 to 115 months 8.875%
$1,000 68 to 91 months 8.250% | $250,000 68 to 91 months 8.750%
$1,000 56 to 67 months 8.000% | $250,000 56 to 67 months 8.625%
$1,000 48 to 55 months 7.000% |
$1,000 36 to 47 months 6.750% | Installment Certificates, Series A
$1,000 24 to 35 months 6.500% | $2,000 60 to 120 months 6.500%
$100 12 to 23 months 6.350% |
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PREFERRED STOCK, SERIES S-3
PRICE DISTRIBUTION FORMULA
PER SHARE (Applicable Rate)
$100 The greater per annum rate of
the Three-Month U.S. Treasury Bill Rate, or
the Ten Year Constant Maturity Rate, or
the Twenty Year Constant Maturity Rate,
plus .5% (Minimum 6%/Maximum 14%)
The Preferred Stock offered hereunder will be sold in whole or fractional
units. Preferred Stock distributions are cumulative and are to be declared and
paid monthly. See "DESCRIPTION OF PREFERRED STOCK-Distributions." Preferred
Stock may be redeemed, in whole or in part, at the option of Summit at the
redemption prices set forth herein. Under certain limited circumstances, the
Board of Directors may, in its sole discretion and without any obligation to do
so, redeem shares tendered for redemption by stockholders. See "DESCRIPTION OF
PREFERRED STOCK-Redemption of Shares." In liquidation, Preferred Stock is
subordinate to all debts of Summit including Summit's Certificates, on parity
with other preferred stock and senior to Summit's common stock. See "DESCRIPTION
OF PREFERRED STOCK-Liquidation Rights."
There is no trading market for the Certificates or the Preferred Stock and
none is expected to be established in the future. See "RISK FACTORS." A list of
persons willing to sell or purchase Summit's issued and outstanding shares of
preferred stock is maintained by Metropolitan Investment Securities, Inc.
("MIS") as a convenience to holders of Summit's preferred stock. See
"DESCRIPTION OF PREFERRED STOCK-Redemption of Shares." This offering of
Certificates and Preferred Stock is subject to withdrawal or cancellation by
Summit without notice. No minimum amount of Certificates or Preferred Stock
must be sold.
FOR A DISCUSSION OF MATERIAL RISKS ASSOCIATED WITH THE CERTIFICATES AND
PREFERRED STOCK OFFERED HEREBY SEE RISK FACTORS ON PAGE 11 OF THIS PROSPECTUS.
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.
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UNDERWRITING DISCOUNTS PROCEEDS TO
PRICE AND ISSUER OR OTHER
TO PUBLIC COMMISSIONS (1) PERSONS(2)
<S> <C> <C> <C>
Per
Certificate 100% 0% to 6% 100% to 94%
Total: $40,000,000 None - $2,400,000 $40,000,000-$37,600,000
Per
Preferred
Share $100 0% to 6% 100% to 94%
Total: $15,000,000 None - $900,000 $15,000,000-$14,000,000
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(1) There is no direct sales charge to the investor. Certificates earn
interest, and Preferred Stock distributions are calculated on their full
respective offering prices, without deduction. Summit will reimburse MIS, a
wholly-owned subsidiary, for commissions paid to licensed securities sales
representatives. Sales commission rates on the sale of Certificates depend upon
the terms of the sale and upon whether the sales are reinvestments or new
purchases. See "PLAN OF DISTRIBUTION."
(2) Before deducting other expenses estimated at $570,000.
The Certificates and Preferred Stock are being offered for sale on a
continuous, best efforts basis. There are no minimum amounts of securities that
must be sold. No offering will be made pursuant to this Prospectus subsequent
to January 31, 1998. The offering is subject to NASD Rule 2720 (formerly
Schedule E). See "PLAN OF DISTRIBUTION."
The date of this Prospectus is April 28, 1997.
