Superior Bank FSB Afc Mortgage LN Asset BK Notes Ser 1999-3 – ‘8-K’ for 9/28/99

On:  Thursday, 11/4/99   ·   For:  9/28/99   ·   Accession #:  950110-99-1375   ·   File #:  333-61691-05

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     22K 
 2: EX-4.1      Indenture                                             94    370K 
 3: EX-4.2      Trust Agreement                                       67    202K 
 4: EX-4.3      Sale and Servicing Agreement                         585±  5.00M 
 5: EX-4.4      Instrument Defining the Rights of Security Holders    91±   814K 
 6: EX-4.5      Instrument Defining the Rights of Security Holders   126±  1.15M 

8-K   —   Current Report
Document Table of Contents

8-K
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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 28, 1999             

SUPERIOR  BANK  FSB (as  seller  and  servicer  under  the  Sale  and  Servicing
Agreement,  dated as of  September  1, 1999,  providing  for the issuance of AFC
Mortgage Loan Asset Backed Notes, Series 1999-3)                                

 Superior Bank FSB
(Exact name of registrant as specified in its charter)

United States                  333-83597             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 (630) 916-4000               

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Item 2.  Acquisition or Disposition of Assets                                   

Description of the Notes, Group 1 and Group 2                                   

     On September 28, 1999 a single series of notes,  entitled AFC Mortgage Loan
Asset Backed  Notes,  Series  1999-3 (the  "Notes")  were issued  pursuant to an
indenture  (the  "Indenture")  attached  hereto  as  Exhibit  4.1,  dated  as of
September 1, 1999, between AFC Trust Series 1999-3, as issuer (the "Issuer") and
LaSalle  Bank  National  Association,   as  indenture  trustee  (the  "Indenture
Trustee").  The Issuer was formed  pursuant  to a trust  agreement  (the  "Trust
Agreement")  attached  hereto as Exhibit  4.2,  dated as of  September  1, 1999,
between Superior Bank FSB, as depositor,  and Wilmington Trust Company, as owner
trustee.  The Notes consist of two classes  identified as Class 1A and Class 2A.
The Notes are secured by the trust estate  comprised of Group 1 and Group 2 (the
"Trust Estate"), consisting primarily of first and second liens on single-family
properties,  multifamily properties, commercial properties and mixed residential
and commercial  properties  (the "Mortgage  Loans") with an aggregate  principal
balance of  $331,262,502.03  as of September 1, 1999 (the "Cut-off Date") and an
aggregate amount of $124,483,356.98 deposited on the Closing Date in the Group 1
Pre-Funding  Account and an aggregate amount of $78,031,772.75  deposited on the
Closing  Date in the  Group 2  Pre-Funding  Account.  The  Mortgage  Loans  were
acquired by the Issuer  pursuant to a sale and  servicing  agreement ( the "Sale
and Servicing  Agreement") attached hereto as Exhibit 4.3, dated as of September
1, 1999,  among  Superior Bank FSB, as seller and  servicer,  the Issuer and the
Indenture Trustee. The Notes were sold to Merrill Lynch, Pierce,  Fenner & Smith
Incorporated  ("Merrill")  and J.P.  Morgan  Securities  Inc.  ("J.P.  Morgan"),
pursuant to an  underwriting  agreement  dated September 20, 1999 among Superior
Bank FSB, Merrill and J.P. Morgan.                                              

     The Notes evidence, in the aggregate,  $515,000,000  principal amount as of
the  Cut-off  Date.  The Class 1A Notes will be entitled to payments of interest
accrued  on the  outstanding  Class  1A Note  Principal  Balance  at a  variable
pass-through  rate.  The Class 2A Notes will be entitled to payments of interest
accrued  on the  outstanding  Class  2A Note  Principal  Balance  at a  variable
pass-through  rate. In addition,  on each Payment Date, each class of Notes will
be entitled to  distributions  allocable to principal  which will, as more fully
described in the Indenture,  include the principal  portion of all scheduled and
unscheduled payments received on the Mortgage Loans during an Accrual Period.   

     Credit support in respect of certain losses  realized on the Mortgage Loans
will be covered by a note insurance policy (the "Note Insurance  Policy") issued
by Financial Guaranty Insurance Company (the "Note Insurer") and, if the related
Payment Date is prior to the  Cross-over  Date,  Excess  Spread  received by the
Servicer.  The  Note  Insurance  Policy  will  irrevocably  and  unconditionally
guaranty payment on each Payment Date to the Holders of the Notes of the related
Class  A  Remittance  Amount.  If the  related  Payment  Date  is  prior  to the
Cross-Over  Date with respect to a particular  Group,  Holders of the Notes will
have a right to 100% of the  related  Excess  Spread to fund the amount by which
the  related  Class A  Remittance  Amount  with  respect  to each Class of Notes
exceeds the related  Available  Remittance  Amount for such Payment Date. To the
extent  available,  the Net Excess Spread and Excess Principal with respect to a
Group will then be                                                              

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applied to cover any Available  Funds Shortfall with respect to the other Group.
Capitalized  terms used herein and not otherwise defined shall have the meanings
assigned to them in the Sale and Servicing Agreement.                           

     On September 29, 1999, following the closing of the initial issuance of the
Notes,  pursuant to the Sale and Servicing Agreement,  the Issuer purchased from
the Seller  Subsequent  Mortgage  Loans,  as  defined in the Sale and  Servicing
Agreement,  with an aggregate  principal  balance equal to  $55,785,404.50  with
respect to Group 1 with funds on deposit in the Group 1 Pre-Funding  Account and
$34,874,461.00  with  respect  to Group 2 with  funds on  deposit in the Group 2
Pre-Funding  Account,  each  established  pursuant  to the  Sale  and  Servicing
Agreement at a purchase  price equal to the  principal  balance  thereof,  which
Subsequent  Mortgage  Loans were conveyed to the Issuer and pledged to Indenture
Trustee pursuant to a Subsequent Transfer Instrument,  dated September 29, 1999,
among the  Seller,  the Issuer and the  Indenture  Trustee  (the  "September  29
Instrument").  Attached to the  September 29  Instrument  are the Mortgage  Loan
Schedules  with  respect to Group 1 and Group 2 listing the  related  Subsequent
Mortgage Loans that are the subject of such September 29 Instrument.            

     On October 26, 1999,  following the closing of the initial  issuance of the
Notes,  pursuant to the Sale and Servicing Agreement,  the Issuer purchased from
the Seller  Subsequent  Mortgage  Loans,  as  defined in the Sale and  Servicing
Agreement,  with an aggregate  principal  balance equal to  $68,588,989.37  with
respect to Group 1 with funds on deposit in the Group 1 Pre-Funding  Account and
$43,136,490.49  with  respect  to Group 2 with  funds on  deposit in the Group 2
Pre-Funding  Account,  each  established  pursuant  to the  Sale  and  Servicing
Agreement at a purchase  price equal to the  principal  balance  thereof,  which
Subsequent  Mortgage  Loans were conveyed to the Issuer and pledged to Indenture
Trustee pursuant to a Subsequent  Transfer  Instrument,  dated October 26, 1999,
among the  Seller,  the  Issuer  and the  Indenture  Trustee  (the  "October  26
Instrument").  Attached  to the  October 26  Instrument  are the  Mortgage  Loan
Schedules  with  respect to Group 1 and Group 2 listing the  related  Subsequent
Mortgage Loans that are the subject of such October 26 Instrument.              

     Items  3  through  6 and  Item 8 are  not  included  because  they  are not
applicable.                                                                     

Item 7. Financial Statements and Exhibits                             

(a)  Not applicable                                         

(b)  Not applicable                                         

(c)  Exhibits                                               

     4.1  Indenture,  dated as of  September  1, 1999,  between AFC Trust Series
1999-3, as issuer, and LaSalle Bank National Association, as indenture trustee. 

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     4.2 Trust Agreement,  dated as of September 1, 1999,  between Superior Bank
FSB, as depositor, and Wilmington Trust Company, as owner trustee.              

     4.3 Sale and  Servicing  Agreement,  dated as of September 1, 1999,  by and
among  Superior Bank FSB, as seller and servicer,  AFC Trust Series  1999-3,  as
issuer and LaSalle Bank National Association, as indenture trustee.             

     4.4  Subsequent  Transfer  Instrument,  dated  September  29,  1999,  among
Superior Bank FSB, as seller,  AFC Trust Series 1999-3,  as issuer,  and LaSalle
Bank National Association, as indenture trustee.                                

     4.5 Subsequent Transfer Instrument,  dated October 26, 1999, among Superior
Bank FSB, as seller,  AFC Trust  Series  1999-3,  as issuer,  and  LaSalle  Bank
National Association, as indenture trustee.                                     

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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 28, 1999                                                       

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 EXHIBIT TABLE

     4.1  Indenture,  dated as of  September  1, 1999,  between AFC Trust Series
1999-3, as issuer, and LaSalle Bank National Association, as indenture trustee. 

     4.2 Trust Agreement,  dated as of September 1, 1999,  between Superior Bank
FSB, as depositor, and Wilmington Trust Company, as owner trustee.              

     4.3 Sale and  Servicing  Agreement,  dated as of September 1, 1999,  by and
among  Superior Bank FSB, as seller and servicer,  AFC Trust Series  1999-3,  as
issuer and LaSalle Bank National Association, as indenture trustee.             

     4.4  Subsequent  Transfer  Instrument,  dated  September  29,  1999,  among
Superior Bank FSB, as seller,  AFC Trust Series 1999-3,  as issuer,  and LaSalle
Bank National Association, as indenture trustee.                                

     4.5 Subsequent Transfer Instrument,  dated October 26, 1999, among Superior
Bank FSB, as seller,  AFC Trust  Series  1999-3,  as issuer,  and  LaSalle  Bank
National Association, as indenture trustee.                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/5/99
Filed on:		11/4/99
		10/26/99		3		6
		9/29/99		3		6
For Period End:		9/28/99		1		5			424B5,  8-K
		9/20/99		2
		9/1/99		1		6
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