<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TeleBanc Capital Trust II
------------------------------------------------------
(Exact Name Of Registrant as Specified in its Charter)
<TABLE>
<S><C>
Delaware 51-6507843
- ------------------------------------------- ------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1111 North Highland Street
Arlington, Virginia 22201
- ------------------------------------------- ------------
(Address of principal executive offices) (zip code)
If this form relates to the registration of If this form relates to the registration
a class of securities pursuant to Section of a class of securities pursuant to
12(b) of the Exchange Act and is effective Section 12(g) of the Exchange Act and is
pursuant to General Instruction A.(c), effective pursuant to General Instruction
check the following box. [ ] A.(d), check the following box. [X]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ------------------- ------------------------------------
none
- ------------------- ------------------------------------
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
9.0% Beneficial Unsecured Securities, Series A
----------------------------------------------
(Title of class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
--------------------------------------------------------
The description of the Registrant's 9.0% Beneficial Unsecured
Securities, Series A, $25 liquidation amount is incorporated herein by reference
to "DESCRIPTION OF SERIES A CAPITAL SECURITIES" set forth in Registration
Statement No. 333-53689 on Form S-2 filed with the Commission on July 27, 1998.
Item 2. Exhibits.
1. Certificate of Trust of TeleBanc Capital Trust II
(incorporated herein by reference to Exhibit 4.3 of Registration Statement No.
333-53689 on Form S-2 filed with the Commission on May 27, 1998).
2. Declaration of Trust of TeleBanc Capital Trust II (incorporated
herein by reference to Exhibit 4.4 of Registration Statement No. 333-53689 on
Form S-2 filed with the Commission on May 27, 1998).
3. Form of Amended and Restated Trust Agreement for TeleBanc
Capital Trust II (incorporated herein by reference to Exhibit 4.5 of
Registration Statement No. 333-53689 on Form S-2 filed with the Commission on
July 2, 1998).
4. Form of Capital Security Certificate for TeleBanc Capital
Trust II (incorporated herein by reference to Exhibit 4.6 of Registration
Statement No. 333-53689 on Form S-2 filed with the Commission on July 27, 1998).
5. Form of Guarantee Agreement of TeleBanc Financial Corporation
relating to the Series A Capital Securities (incorporated herein by reference to
Exhibit 4.7 of Registration Statement No. 333-53689 on Form S-2 filed with the
Commission on July 2, 1998).
6. Indenture of TeleBanc Financial Corporation relating to the
Junior Subordinated Debentures (incorporated herein by reference to Exhibit 4.1
of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on
July 2, 1998).
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Company has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
TELEBANC CAPITAL TRUST II
Date: July 28, 1998 By: /s/ Aileen Lopez Pugh
-----------------------
Aileen Lopez Pugh,
Administrative Trustee
3
<PAGE> 4
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
1. Certificate of Trust of TeleBanc Capital Trust II (incorporated herein
by reference to Exhibit 4.3 of Registration Statement No. 333-53689 on
Form S-2 filed with the Commission on May 27, 1998).
2. Declaration of Trust of TeleBanc Capital Trust II (incorporated herein
by reference to Exhibit 4.4 of Registration Statement No. 333-53689 on
Form S-2 filed with the Commission on May 27, 1998).
3. Form of Amended and Restated Trust Agreement for TeleBanc Capital Trust
II (incorporated herein by reference to Exhibit 4.5 of Registration
Statement No. 333-53689 on Form S-2 filed with the Commission on July
2, 1998).
4. Form of Capital Security Certificate for TeleBanc Capital Trust II
(incorporated herein by reference to Exhibit 4.6 of Registration
Statement No. 333-53689 on Form S-2 filed with the Commission on July
27, 1998).
5. Form of Guarantee Agreement of TeleBanc Financial Corporation relating
to the Trust Securities (incorporated herein by reference to Exhibit
4.7 of Registration Statement No. 333-53689 on Form S-2 filed with the
Commission on July 2, 1998).
6. Indenture of TeleBanc Financial Corporation relating to the Junior
Subordinated Debentures (incorporated herein by reference to Exhibit
4.1 of Registration Statement No. 333-53689 on Form S-2 filed with the
Commission on July 2, 1998).
4