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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. 333-4492
SUPERIOR BANK FSB (SERIES 1996-3)
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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
--- ---
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 23, 1996 together with the
Prospectus dated September 23, 1996.
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<PAGE>
SUPERIOR BANK FSB (SERIES 1996-3)
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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............ 6
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K................................. 6
<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 1996-3 there were five
(5) holders of record of the Registrant's Class 1A-1 Certificates, there were
twelve (12) 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 were three (3) holders 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 six (6) holders of record of the Registrant's
Class 1A-6 Certificates, there were six (6) 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 1996-3 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 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)
- ---------------- ---------------- ------------------ ---------------------------
1996-3
<S> <C> <C> <C>
Class 1A-1 First National Bank of Chicago $ 7,000,000 10.44%
One First National Plaza, Suite 0417
Chicago, Illinois 60670
J.P. Morgan Securities Inc., $17,000,000 25.37%
Asset Backed
60 Wall Street, 6th Floor
New York, New York 10260-0060
Merrill Lynch-Debt Securities $14,000,000 20.89%
4 Corporate Place
Corporate Park 287
Piscataway, New Jersey 08855
Republic National Bank $28,000,000 41.79%
of New York-Investment Account
One Hanson Place, Lower Level
Brooklyn, New York 11243
Class 1A-2 Bank of New York $ 1,000,000 9.52%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Chase Manhattan Bank $ 2,850,000 27.14%
One Chase Manhattan Plaza
3B-Proxy Department
New York, New York 10081
Corestates Bank, N.A. $ 600,000 5.71%
530 Walnut Street, F.C. 1-9-1-3
Philadelphia, Pennsylvania 19106
State Street Bank & Trust $ 975,000 9.28%
Co.- Fiduciary
108 Myrtle Street
Newport Office Bldg.
N. Quincy, Massachusetts 02171
Northern Trust Company $ 1,600,000 15.23%
801 S. Canal C-In
Chicago, Illinois 60607
SSB-Custodian $ 2,225,000 21.19%
Quincy Securities Processing
ASW P.O. Bos 1631
Boston, Massachusetts 02105-1631
</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-3 Bank One Trust Company, N.A. $ 2,000,000 7.92%
235 W. Schrock Road
Westerville, Ohio 43081-0393
Chase Manhattan Bank/Chemical $ 17,250,000 68.31%
Auto Settle Department
4 New York Plaza, 4th Floor
New York, New York 10004
Morgan Stanley & Co., Inc $ 6,000,000 23.76%
One Pierrepont Plaza, 7th Floor
Brooklyn, New York 11201
Class 1A-4 The First National Bank of Boston $ 5,000,000 52.63%
c/o ADP Proxy Service
51 Mercedes Way
Edgewood, New York 11717
Wells Fargo N.A. $ 4,100,000 43.15%
26610 West Agoura Road
Calabasas, California 91307
Class 1A-5 Chase Manhattan Bank $15,000,000 57.14%
(See Above)
Goldman, Sachs & Co. $11,250,000 42.85%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Class 1A-6 Boston Safe Deposit & Trust Co. $ 2,000,000 17.39%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, Pennsylvania 15259
Mercantile, Safe Deposit & Trust Co. $ 1,500,000 13.04%
766 Old Hammonds Ferry Road
Proxy Unit #120-20
Linthicum, MD 21090
Northern Trust Company $ 750,000 6.52%
(See Above)
SSB-Custodian $ 4,050,000 35.21%
(See Above)
The Firth Third Bank $ 2,500,000 21.73%
Department 00850-Proxy
38 Fountain Square Plaza
Cincinnati, Ohio 45263
</TABLE>
<PAGE>
-5-
<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 2A Bankers Trust Company $27,000,000 30%
c/o BT Services Tennessee, Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, Tennessee 37211
BNY/ITC-Dealers $30,000,000 33.33%
Clearance Special
c/o N.A. Schapiro & Co. Inc.
One Chase Manhattan Plaza, 58th Floor
New York, New York 10005
Chase Manhattan Bank/Chemical $15,000,000 16.66%
(See Above)
Merrill Lynch-Debt Securities $10,000,000 11.11%
(See Above)
Republic New York $ 5,000,000 5.55%
Securities Corp.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Class R Superior Bank FSB N/A 99.99%
</TABLE>
<PAGE>
-6-
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
