SUPERIOR BANK FSB
8-K, 1998-03-23
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) March 20, 1998

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

                                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 March 26, 1998, the Registrant will cause the
         issuance and sale of approximately $450,000,000 initial principal
         amount of AFC Mortgage Loan Asset Backed Certificates, Series 1998-1,
         Class 1A-1, Class 1A-2, Class 2A-1, Class 2A-2 and Class R
         (collectively, the "Certificates") pursuant to a Pooling and Servicing
         Agreement to be dated as of March 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 1998-1, Class 1A-1, Class 1A-2, Class 2A-1, and
         Class 2A-2 (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

         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: March 20, 1998


<PAGE>


                                       -5-

                                  EXHIBIT INDEX

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