Registration No. 333-60111
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________________
Post Effective Amendment No. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
SUPERIOR FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
Delaware 6711 51-0379417
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)
16101 LaGrande Drive, Suite 103 (501) 324-7282
Little Rock, Arkansas 72223 (Telephone No.)
(Address of principal executive offices)
____________________________________________
C. Stanley Bailey
Chief Executive Officer
Superior Financial Corp.
16101 LaGrande Drive, Suite 103
Little Rock, Arkansas 72223
(Name and address of agent for service)
Copies to:
Willard H. Henson, Esquire
Miller, Hamilton, Snider & Odom, L.L.C.
One Commerce Street, Suite 305
Montgomery, Alabama 36104
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under Securities Act, please check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
Superior Financial Corp. ("Superior") registered 10,079,703 shares of its
common stock, $0.01 par value per share (the "Common Stock"), and $60,000,000 of
8.65% Senior Notes (the "Senior Notes") on Form S-1, registration no. 333-60111,
for resale by certain stockholders of the Company who acquired the Superior
Securities pursuant to an exemption from the registration requirements contained
in Section 5 of the Securities Act. Such Registration Statement was declared
effective on December 10, 1998. Post-effective Amendment No. 1 to the
Registration Statement updating certain information was filed on March 29, 1999
and declared effective as of March 31, 1999. In 1999, Superior also initiated a
stock repurchase program, through which it has repurchased 249,800 shares of
Common Stock.
Based on the records of Superior's transfer agent and information supplied
by Selling Shareholders, approximately 3,027,420 shares of Common Stock were
sold pursuant to the Registration Statement. Therefore, Superior hereby removes
6,802,483 shares from registration, which represents the number of shares
registered less the number of shares believed to be sold pursuant to the
Registration Statement and less the number of shares Superior has repurchased
pursuant to its stock repurchase program. Superior also removes from
registration $60,000,000 of the Senior Notes.
SIGNATURE
The undersigned registrant hereby executes this post effective amendment to
its registration statement on Form S-1 to remove from registration certain
shares not sold pursuant to the Registration Statement and has caused this post-
effective amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Little Rock,
Arkansas, on the 12/th/ day of April, 2000.
SUPERIOR FINANCIAL CORP.
By: /s/ C. Stanley Bailey
---------------------
C. Stanley Bailey
Chief Executive Officer and
Duly authorized agent for
service