UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
TeleBanc Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87925R109
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Page 1 of 20 Pages)
<PAGE>
CUSIP No. 703588103 13G Page 2 of 20 Pages
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
GenAmerica Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,506,228
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,506,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,506,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%
12 TYPE OF REPORTING PERSON
HC, CO
2 of 20 Pages
<PAGE>
CUSIP No. 703588103 13G Page 3 of 20 Pages
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
General American Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,506,228
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,506,228
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,506,228
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%
12 TYPE OF REPORTING PERSON
HC, CO
3 of 20 Pages
<PAGE>
CUSIP No. 703588103 13G Page 4 of 20 Pages
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
GenAm Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,265,178
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,265,178
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,265,178
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
12 TYPE OF REPORTING PERSON
HC, CO
4 of 20 Pages
<PAGE>
CUSIP No. 703588103 13G Page 5 of 20 Pages
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,265,178
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,265,178
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,265,178
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
12 TYPE OF REPORTING PERSON
HC, CO
5 of 20 Pages
<PAGE>
CUSIP No. 703588103 13G Page 6 of 20 Pages
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,265,178
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,265,178
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,265,178
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
12 TYPE OF REPORTING PERSON
HC, CO
6 of 20 Pages
<PAGE>
CUSIP No. 703588103 13G Page 7 of 20 Pages
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning & Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,265,178
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,265,178
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,265,178
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
12 TYPE OF REPORTING PERSON
BD, CO, IA
7 of 20 Pages
<PAGE>
CUSIP No. 703588103 13G Page 8 of 20 Pages
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning Insurance Capital Limited Partnership III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,088,682
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,088,682
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,088,682
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.2%
12 TYPE OF REPORTING PERSON
PN
8 of 20 Pages
<PAGE>
CUSIP No. 703588103 13G Page 9 of 20 Pages
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning Insurance Capital International Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 176,496
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 176,496
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,496
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.5%
12 TYPE OF REPORTING PERSON
PN
9 of 20 Pages
<PAGE>
CUSIP No. 703588103 13G Page 10 of 20 Pages
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning Investment Partners Limited Partnership III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,265,178
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,265,178
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,265,178
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
12 TYPE OF REPORTING PERSON
PN
10 of 20 Pages
<PAGE>
Item 1(a). Name of Issuer:
The name of the Issuer is TeleBanc Financial Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of the Issuer are located at 1111 North
Highland Street, Arlington, VA 22201.
Item 2(a). Name of Person Filing:
This statement is being filed jointly by the following parties: (i)
GenAmerica Corporation ("GC"), which owns all of the outstanding capital stock
of General American Life Insurance Company ("GALIC"), (ii) GALIC, which owns all
of the outstanding capital stock of GenAm Holding Company ("Holdings"), (iii)
Holdings, which owns a majority of the outstanding voting capital stock of
Conning Corporation ("Conning Corp."), (iv) Conning Corp. which owns all of the
outstanding capital stock of Conning, Inc., (v) Conning, Inc. which owns all of
the outstanding capital stock of Conning & Company ("Conning"), (vi) Conning has
voting and dispositive control as the general partner of the limited partnership
which is the general partner of Conning Insurance Capital Limited Partnership
III ("CICLP III") and Conning Insurance Capital International Partners III, L.P.
("CICIP III"), (vii) Conning Investment Partners Limited Partnership III
("Conning Investment") has voting and dispositive control as the general partner
of CICLP III and CICIP III, (viii) CICLP III, which directly owns Common Stock
and (ix) CICIP III, which directly owns Common Stock. A copy of the agreement
between the Reporting Persons that this Schedule 13G is filed on behalf of each
of them is attached hereto as Exhibit A.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of GC, GALIC, Holdings and
Conning Corp. is 700 Market Street, St. Louis, Missouri 63101. The address of
the principal business office of each of Conning, Inc., Conning, Conning
Investment and CICLP III is CityPlace II, 185 Asylum Street, Hartford,
Connecticut 06103-4105. The principal business office of CICIP III is Bank of
Bermuda (Cayman) Limited, P.O. Box 513 GT Grand Cayman, Cayman Islands, B.W.I.
Item 2(c). Citizenship:
GC, GALIC, Holdings and Conning Corp. are Missouri corporations. Conning
Inc. is a Delaware corporation. Conning is a Connecticut corporation. Conning
Investment and CICLP III are limited partnerships organized under the laws of
Delaware. CICIP III is a limited partnership organized under the laws of the
Cayman Islands.
Item 2(d). Title of Class of Securities:
This Schedule 13G statement relates to Common Stock.
Item 2(e). CUSIP Number:
87925R109
Page 11 of 20 Pages
<PAGE>
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a :
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
(d) o Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
(e) o An investment adviser in accordance withss. 240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) o A savings association as defined in Section 3(b) of the Federal Deposit
Insurance
Act (12 U.S.C. 1813);
(i) o A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
This Schedule 13G is being filed by the Reporting Persons as a
result of the ownership of more than 5% of the Common Stock of
the Issuer prior to the initial public offering of the Issuer.
Item 4. Ownership.
<TABLE>
<CAPTION>
Sole Power Shared Power Sole Power to Shared Power
Amount to Vote or to Vote or Dispose or to Dispose or
Beneficially Percent of Direct the Direct the Direct the Direct the
Reporting Person Owned Class Vote Vote Disposition of Disposition of
<C> <C> <C> <C> <C> <C> <C>
1. GC 1,506,228 (1) 4.5% 0 1,506,228 0 1,506,228
2. GALIC 1,506,228 (1) 4.5% 0 1,506,228 0 1,506,228
3. Holdings 1,265,178 (1) 3.7% 0 1,265,178 0 1,265,178
4. Conning Corp. 1,265,178 (1) 3.7% 0 1,265,178 0 1,265,178
5. Conning, Inc. 1,265,178 (1) 3.7% 0 1,265,178 0 1,265,178
6. Conning 1,265,178 (1) 3.7% 0 1,265,178 0 1,265,178
7. Conning Investment 1,265,178 (1) 3.7% 0 1,265,178 0 1,265,178
8. CICLP III 1,088,682 (1) 3.2% 0 1,088,682 0 1,088,682
9. CICIP III 176,496 (1) .5% 0 176,496 0 176,496
========================= ================== ============ ============= ================ ================ =================
</TABLE>
(1) By virtue of the relationships described in Item 2(a), GC, GALIC, Holdings,
Conning Corp. and Conning Inc. may be deemed to beneficially own all of the
shares of Common Stock beneficially owned by Conning. By virtue of the
relationships described in Item 2(a), Conning may be deemed to possess indirect
beneficial ownership of the shares of Common Stock deemed beneficially held by
Conning Investment, CICLP III and CICIP III. By virtue of the relationships
described in Item 2(a), Conning Investment may be deemed to possess indirect
beneficial ownership of the shares of Common Stock deemed beneficially held by
CICLP III and CICIP III. The filing of this statement by GC, GALIC, Holdings,
Conning Corp., Conning, Inc., Conning, or Conning Investment shall not be
construed as an admission that any of GC, GALIC, Holdings, Conning Corp.,
Conning, Inc., Conning, or Conning Investment, is, for the purposes of Section
13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended (the
"Act"), the beneficial owner of any securities covered by this statement.
Because of the relationships described in Item 2(a), the Reporting Persons
may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the
Act, and as such, each member of the group would be deemed to beneficially own,
in the aggregate, all the shares of Common Stock held by members of the group.
The Reporting Persons disclaim membership in a group.
Page 12 of 20 Pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof any of the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
|X|. All of the Reporting Persons have ceased to beneficially own more than five
percent of the Common Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
GC, GALIC, Holdings, Conning Corp. and Conning, Inc. are each parent
holding companies in the holding company structure described in footnote (1) to
the chart in Item 4 which identifies the relationship among the parties and
Conning & Company, the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
Page 13 of 20 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 10, 2000
GENAMERICA CORPORATION
By: /s/ Robert J. Banstetter
Robert J. Banstetter
Vice President, General
Counsel and Secretary
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Robert J. Banstetter
Robert J. Banstetter
Vice President, General
Counsel and Secretary
GENAM HOLDING COMPANY
By: /s/ Joyce W. Hillebrand
Joyce W. Hillebrand
Assistant Secretary
Page 14 of 20 Pages
<PAGE>
CONNING CORPORATION
By: /s/ Fred M. Schpero
Fred M. Schpero
Senior Vice President and
Chief Financial Officer
CONNING, INC.
By: /s/ Fred M. Schpero
Fred M. Schpero
Senior Vice President, Secretary and
Chief Financial Officer
CONNING & COMPANY
By: /s/ Fred M. Schpero
Fred M. Schpero
Senior Vice President, Secretary and
Chief Financial Officer
Page 15 of 20 Pages
<PAGE>
CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP III
By: Conning Investment Partners Limited Partnership III,
its General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
John B. Clinton
Executive Vice President
CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS III, L.P.
By: Conning Investment Partners Limited Partnership III,
its Investment General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
John B. Clinton
Executive Vice President
CONNING INVESTMENT PARTNERS LIMITED PARTNERSHIP III
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
John B. Clinton
Executive Vice President
Page 16 of 20 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE NUMBER
A. AGREEMENT BETWEEN REPORTING PERSONS 18
Page 17 of 20 Pages
<PAGE>
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
This will confirm the agreement by and between the undersigned that the
Amendment No. 1 to Schedule 13G filed on or about this date with respect to the
beneficial ownership of the undersigned of shares of common stock of Telebanc
Financial Corporation, a Delaware corporation, is being filed on behalf of each
of the parties named below.
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.
Date: February 10, 2000
GENAMERICA CORPORATION
By: /s/ Robert J. Banstetter
Robert J. Banstetter
Vice President, General
Counsel and Secretary
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Robert J. Banstetter
Robert J. Banstetter
Vice President, General
Counsel and Secretary
GENAM HOLDING COMPANY
By: /s/ Joyce W. Hillebrand
Joyce W. Hillebrand
Assistant Secretary
Page 18 of 20 Pages
<PAGE>
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
(Continued)
CONNING CORPORATION
By: /s/ Fred M. Schpero
Fred M. Schpero
Senior Vice President and
Chief Financial Officer
CONNING, INC.
By: /s/ Fred M. Schpero
Fred M. Schpero
Senior Vice President, Secretary
and Chief Financial Officer
CONNING & COMPANY
By: /s/ Fred M. Schpero
Fred M. Schpero
Senior Vice President, Secretary
and Chief Financial Officer
Page 19 of 20 Pages
<PAGE>
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
(Continued)
CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP III
By: Conning Investment Partners Limited Partnership III,
its General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
John B. Clinton
Executive Vice President
CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS III, L.P.
By: Conning Investment Partners Limited Partnership III,
its Investment General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
John B. Clinton
Executive Vice President
CONNING INVESTMENT PARTNERS LIMITED PARTNERSHIP III
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
John B. Clinton
Executive Vice President
Page 20 of 20 Pages
