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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, 1996
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. 33-92770
SUPERIOR BANK FSB (SERIES 1996-1)
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(Exact name of registrant as specified in its charter)
UNITED STATES 36-1414142
- ------------------------------- -------------------
(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: 708 916-4000
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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
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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 March 22, 1996 together with the
Prospectus dated March 15, 1996.
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<PAGE>
SUPERIOR BANK FSB (SERIES 1996-1)
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FORM 10-K
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TABLE OF CONTENTS
Page
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............ 5
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K................................. 5
<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, 1996.
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 3, 1997, with respect to Series 1996-1 there were three
(3) holders of record of the Registrant's Class 1A-1 Certificates, there were
five (5) holders of record of the Registrant's Class 1A-2 Certificates, there
were three (3) holders 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 were two (2) holders 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 3, 1997 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 1996-1 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 January 3,
1997.
<PAGE>
-3-
<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)
- ---------------- ---------------- ------------------- ----------------------------
1996-1
<S> <C> <C> <C>
Class 1A-1 Bank of New York $ 1,800,000 8.18%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Chase Manhattan Bank/Chemical $19,000,000 86.36%
Auto Settle Department
4 New York Plaza, 4th Floor
New York, New York 10004
Republic National Bank $ 1,200,000 5.45%
of New York
One Hanson Place, Lower Level
Brooklyn, New York 11243
Class 1A-2 Bank of New York $ 2,200,000 6.28%
(See Above)
Bank of America $11,000,000 31.42%
Personal Trust
Prozy Unit #38432
555 S. Flower Street
Los Angeles, CA 90071
Chase Manhattan Bank/Chemical $15,000,000 42.85%
(See Above)
Merrill Lynch, Pierce, Fenner $ 6,799,982 19.42%
& Smith Safekeeping
4 Corporate Place
Corporate Plaza 287
Piscataway, New Jersey 08855
Class 1A-3 Bankers Trust Company $ 1,500,000 20%
c/o BT Services Tennessee, Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
Boston Safe Deposit & Trust Co. $ 2,000,000 26.66%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
Chase Manhattan Bank $ 4,000,000 53.33%
One Chase Manhattan Plaza
3B-Proxy Department
New York, New York 10081
</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)
- ---------------- ---------------- ------------------- ----------------------------
<S> <C> <C> <C>
Class 1A-4 Boston Safe Deposit $10,000,000 100%
& Trust Co.
(See Above)
Class 1A-5 Chase Manhattan Bank $ 3,500,000 41.17%
(See Above)
The Fifth Third Bank $ 5,000,000 58.82%
Department 00850-Proxy
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Class 2A BNY/ITC-Dealers $33,000,000 39.75%
Clearance Special
c/o N.A. Schapiro & Co. Inc.
One Chase Manhattan Plaza, 58th Floor
New York, New York 10005
Boston Safe Deposit $ 5,000,000 6.02%
& Trust Co.
(See Above)
Chase Manhattan Bank/Chemical $18,400,000 22.16%
(See Above)
PNC National Association $12,750,000 15.36%
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, Pennsylvania 19103
SSB-Custodian $ 5,900,000 7.10%
Quincy Securities Processing
ASW P.O. Box 1631
Boston, Massachusetts 02105-1631
Class R Superior Bank FSB N/A 99.99%
135 Chestnut Ridge Road
Montvale, New Jersey 07645
</TABLE>
<PAGE>
-5-
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)
/s/ WILLIAM C. BRACKEN
By: ---------------------------------
William C. Bracken
Senior Vice President and
Chief Financial Officer
Date: March 12, 1997
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
---- ----- ----
* Director and President March 12, 1997
- -------------------------------- (Principal Executive
(Neal T. Halleran) Officer)
/s/ WILLIAM C. BRACKEN Senior Vice President and March 12, 1997
- -------------------------------- Chief Financial Officer
(William C. Bracken) (Principal Financial
and Accounting Officer)
* Director March 12, 1997
- --------------------------------
(Monte Kurs)
* Director March 12, 1997
- --------------------------------
(Nelson L. Stephenson)
* Director March 12, 1997
- --------------------------------
(Glen Miller)
* Director March 12, 1997
- --------------------------------
(Marc A. Weisman)
/s/ WILLIAM C. BRACKEN
*By: ---------------------------
William C. Bracken
Attorney-in-fact
