SUPERIOR BANK FSB
8-K, 1998-06-17
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) June 16, 1998

SUPERIOR BANK FSB (as depositor under the Pooling and Servicing Agreement, dated
as of June 1, 1998, providing for the issuance of AFC Mortgage Loan Asset
Backed Certificates, Series 1998-2)


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


       UNITED STATES                   333-39199                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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<PAGE>



                                      -2-


Item 5. Other Events.

     On or about June 25, 1998, the Registrant will cause the issuance and sale
of approximately $465,000,000 initial principal amount of AFC Mortgage Loan
Asset Backed Certificates, Series 1998-2, Class 1A, Class 2A and Class R
(collectively, the "Certificates") pursuant to a Pooling and Servicing Agreement
to be dated as of June 1, 1998, by and between the Registrant, as depositor and
servicer, and LaSalle National Bank as trustee.

     In connection with the sale of AFC Mortgage Loan Asset Backed Certificates,
Series 1998-2, Class 1A 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. 333-39199, 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 life,
duration, expected maturity, interest rate sensitivity and cash flow
characteristics of the Underwritten Certificates.



<PAGE>

                                      -3-


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)   Financial Statements.

            Not Applicable.

      (b)   Pro Forma Financial Information.

            Not Applicable.

      (c)   Exhibits


                  Item 601(a) of
                  Regulation S-K
Exhibit No.       Exhibit No.             Description
- - ----------        --------------          -----------
   99.1              99               Computational Materials


<PAGE>
                                      -4-


                                   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: June 16, 1998


<PAGE>


                                      -5-


                                  EXHIBIT INDEX

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Exhibit No.          Description                                    Page
- - --------------------------------------------------------------------------------

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




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