SUPERIOR BANK FSB
8-K, 1997-09-15
ASSET-BACKED SECURITIES
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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) September 12, 1997


SUPERIOR BANK FSB (as depositor under the Pooling and Servicing Agreement, dated
as of September 1, 1997, providing for the issuance of AFC Mortgage Loan Asset
Backed Certificates, Series 1997-3)



                                SUPERIOR BANK FSB
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)



        UNITED STATES                333-21485             36-1414142
- ----------------------------        -----------       ---------------------
(State or Other Jurisdiction        (Commission          (I.R.S. Employer
      of Incorporation)             File Number)      Identification Number)



       ONE LINCOLN CENTRE
    OAKBROOK TERRACE, ILLINOIS                          60181
    --------------------------                       ----------
      (Address of Principal                          (Zip Code)
        Executive Offices)



        Registrant's telephone number, including area code (708) 916-4000

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                                       -2-


ITEM 5. OTHER EVENTS.

     On or about September 25, 1997, the Registrant will cause the issuance and
sale of approximately $300,000,000 initial principal amount of AFC Mortgage Loan
Asset Backed Certificates, Series 1997-3, Class 1A-1, Class 1A-2, Class 1A-3,
Class 1A-4, Class 1A-5, Class 2A and Class R (collectively, the "Certificates")
pursuant to a Pooling and Servicing Agreement to be dated as of September 1,
1997, among the Registrant, Lee Servicing Company, a division of the Registrant,
as servicer and LaSalle National Bank as trustee.

     In connection with the sale of AFC Mortgage Loan Asset Backed Certificates,
Series 1997-3, Class 1A-1, Class 1A-2, Class 1A-3, Class 1A-4, Class 1A-5 and
Class 2A (collectively, the "Underwritten Certificates"), the Registrant has
been advised by Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P.
Morgan Securities Inc. (together, the "Underwriters") that the Underwriters have
furnished to prospective investors certain yield tables and other computational
materials, collateral term sheets and structural term sheets (the "Computational
Materials") with respect to the Underwritten Certificates following the
effective date of Registration Statement No. 333-21485, which Computational
Materials are being filed as exhibits to this report.

     The information in the Computational Materials will be superseded by the
Prospectus Supplement relating to the Certificates and by any other information
subsequently filed with the Securities and Exchange Commission.

     The Computational Materials were prepared by the Underwriters at the
request of certain prospective investors, based on collateral information
provided by the Registrant and assumptions provided by, and satisfying the
special requirements of, such prospective investors. The Computational Materials
may be based on assumptions that differ from the assumptions set forth in the
Prospectus Supplement. The Computational Materials may not include, and do not
purport to include, information based on assumptions representing a complete set
of possible scenarios. Accordingly, the Computational Materials may not be
relevant to or appropriate for investors other than those specifically
requesting them.

     In addition, the actual characteristics and performance of the mortgage
loans underlying the Underwritten Certificates (the "Mortgage Loans") may differ
from the assumptions used in the Computational Materials, which are hypothetical
in nature and which were provided to certain investors only to give a general
sense of how the yield, average life, duration, expected maturity, interest rate
sensitivity and cash flow characteristics of a particular class of Underwritten
Certificates might vary under varying prepayment and other scenarios. Any
difference between such assumptions and the actual characteristics and
performance of the Mortgage Loans will affect the actual yield, average



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                                       -3-


life, duration, expected maturity, interest rate sensitivity and cash flow
characteristics of the Underwritten Certificates.

 
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a) Financial Statements.

           Not Applicable.

     (b) Pro Forma Financial Information.

           Not Applicable.

     (c) Exhibits



<PAGE>


                                      -4-


                                 EXHIBIT INDEX



        Exhibit No.               Description                     Format
        -----------               -----------                     ------

             1              Computational Materials                 P*

- ----------

* The Computational Materials have been filed on paper pursuant to a continuing
  hardship exemption from certain electronic filing requirements.



<PAGE>


                                       -5-


                                   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
                                         ---------------------------------------
                                         Name:  William C. Bracken
                                         Title: Senior Vice President
                                                and Chief Financial Officer



Dated: September 12, 1997




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