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: January 22, 1997
TELEBANC FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Commission File No. 33-76930
Delaware 13-3759196
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1111 N. Highland Street, Arlington, Virginia 22201
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(Address of principal executive office) (Zip code)
(703) 247-3700
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(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On January 22, 1997, TeleBanc Financial Corporation issued a
press release announcing the termination of the Agreement and Plan
of Merger dated as of May 10, 1996. The press release is attached
as Exhibit 99 hereto, and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2. Press release, dated January 22, 1997
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Description Page
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99 Press Release, dated January 22, 1997 E-1
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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.
TeleBanc Financial Corporation
(Registrant)
Date: January 22, 1997 By: /s/ Mitchell H. Caplan
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Mitchell H. Caplan
President
Date: January 22, 1997 By: /s/ Aileen Lopez Pugh
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Aileen Lopez Pugh
Executive Vice President
Chief Financial Officer/Treasurer
[GRAPHIC OMITTED] PRESS RELEASE
For Immediate Release
Wednesday, January 22, 1997
Contact: Aileen Lopez Pugh, EVP-Chief Financial Officer/Treasurer
(703) 247-3700
Arlington, Virginia, January 22, 1997--TeleBanc Financial Corporation announced
today that TeleBanc and its majority shareholder, MET Holdings, have terminated
the Agreement and Plan of Merger dated as of May 10, 1996 (the "Merger
Agreement") pursuant to which MET Holdings would have been merged into TeleBanc.
Accordingly, TeleBanc and MET Holdings will not seek shareholder approval of the
transaction.
As previously announced, TeleBanc is currently exploring alternatives
to raise additional equity capital. Although no definitive agreements or
arrangements have been made by TeleBanc as to new equity capital, the decision
to terminate the merger transaction reflects a determination by both TeleBanc
and MET Holdings that the transaction as contemplated or future related
transactions should not occur until TeleBanc makes a final determination with
respect to raising additional equity capital. At such time, TeleBanc and MET
Holdings likely will pursue an alternative, less encompassing transaction, such
as the acquisition from MET Holdings of its primary subsidiary Arbor Capital
Partners, Inc. However, because no final agreements or arrangements have been
reached, there can be no assurance that the raising of additional equity capital
or the acquisition of Arbor will be concluded.
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1111 N. Highland Street o Arlington VA 22201-2807 o Tel 703.247.3700
Fax 703.247.5456
http://www.tele-bank.com
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