SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 33-76930
TELEBANC FINANCIAL CORPORATION
-----------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3759196
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 NORTH HIGHLAND STREET, ARLINGTON, VIRGINIA 22201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 247-3700.
Securities registered pursuant to Section 12(b) of the Act:
(Not applicable)
Securities registered pursuant to Section 12(g) of the Act:
(Not applicable)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ X ]
Based upon the closing price of the registrant's common stock as of
March 20, 1997, the aggregate market value of the voting stock held by
non-affiliates of the registrant is $10.4 million.*
The number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date is:
Class: Common Stock, par value $.01 per share.
Outstanding at March 20, 1997: 2,211,961 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
PARTS I AND II: Annual report to shareholders for the fiscal year ended December
31, 1996.
PART III: Portions of the definitive proxy statement for the 1996 Annual Meeting
of Stockholders.
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* Solely for purposes of this calculation, all executive officers and
directors of the registrant, Employee Stock Ownership Plan and all
shareholders reporting beneficial ownership of more
<PAGE>
than 5% of the registrant's common stock are considered to be affiliates.
This reference to affiliate status is not necessarily a conclusive
determination for other purposes.
EXPLANATORY NOTE
This Form 10-K/A is being filed solely to file Exhibit 27.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of registrant
and its subsidiary and report of independent auditors are included in Item 8
hereof.
Report of Independent Auditors.
Consolidated Statements of Financial Condition - December 31, 1996 and
1995.
Consolidated Statements of Operations - Years Ended December 31, 1996,
1995 and 1994.
Consolidated Statements of Changes in Stockholders' Equity - Years
Ended December 31, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows - Years Ended December 31, 1996,
1995 and 1994.
Notes to Consolidated Financial Statements.
(a)(2) All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.
(a)(3) The following exhibits are either filed with this Report or are
incorporated herein by reference:
3.1(a) Amended and Restated Certificate of Incorporation of the
Company.*
3.1(b) Certificate of Designation.***
3.2 Bylaws of the Company.****
4.1 Specimen certificate of shares of Common Stock.**
10.1 1994 Stock Option Plan.**
10.2 Tax Allocation Agreement, dated April 7, 1994, between the
Bank and the Company.*
10.3 Unit Purchase Agreement, dated as of February 19, 1997, among
the Company and the Purchasers identified therein. ***
10.4 Amended and Restated Acquisition Agreement, dated as of
February 19, 1997, among the Company, Arbor Capital Partners,
Inc., MET Holdings Corporation, and William M. Daugherty. ***
11 Statement regarding computation of per share earnings.****
13 1996 Annual Report to Stockholders.****
<PAGE>
21 Subsidiaries of the Registrant.****
23.1 Consent of Arthur Andersen LLP and KPMG Peat Marwick LLP.****
27 Financial Data Schedule.
99.1 Independent auditor's report of Arthur Andersen LLP.****
99.2 Independent auditor's report of KPMG Peat Marwick.****
99.3 Definitive proxy statement for the 1997 Annual Meeting of
Stockholders.*****
(b) The Registrant did not file any Current Reports on Form 8-K during
the fourth quarter of its fiscal year ended December 31, 1996.
(c) Exhibits to this Form 10-K/A are attached.
(d) Not applicable.
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* Incorporated by reference to pre-effective Amendment No. 1 to the
Company's registration statement on Form S-1 (File No. 33-76930) filed
with the SEC on May 3, 1994.
** Incorporated by reference to the Company's registration statement on
Form S-1 (File No. 33-76930) filed with the SEC on March 25, 1994.
*** Incorporated by reference from the Company's Current Report on Form
8-K, as filed with the SEC on March 17, 1997.
**** Exhibit was filed as part of the Company's Report on Form 10-K, as
filed with the SEC on March 31, 1997.
***** Exhibit was filed as part of the Company's Report on Form 10-K/A, as
filed with the SEC on April 24, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 as of the 7th day of
May, 1997.
TELEBANC FINANCIAL CORPORATION
--------------------------------------
Registrant
By: /s/ Aileen Lopez Pugh
--------------------------------
Aileen Lopez Pugh
Executive Vice President - Chief
Financial Officer/Treasurer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Exhibit Page
----------- ------- ----
<S> <C> <C>
3.1(a) Amended and Restated Certificate of Incorporation of the
Company.*
3.1(b) Certificate of Designation.***
3.2 Bylaws of the Company.****
4.1 Specimen certificate of shares of Common Stock.**
10.1 1994 Stock Option Plan.**
10.2 Tax Allocation Agreement, dated April 7, 1994, between the
Bank and the Company.*
10.3 Unit Purchase Agreement, dated as of February 19, 1997, among
the Company and the Purchasers identified therein. ***
10.4 Amended and Restated Acquisition Agreement, dated as of
February 19, 1997, among the Company, Arbor Capital Partners,
Inc., MET Holdings Corporation, and William M. Daugherty. ***
11 Statement regarding computation of per share earnings.****
13 1996 Annual Report to Stockholders.****
21 Subsidiaries of the Registrant.****
23.1 Consent of Arthur Andersen LLP and KPMG Peat Marwick LLP.****
27 Financial Data Schedule
99.1 Independent auditor's report of Arthur Andersen LLP.****
99.2 Independent auditor's report of KPMG Peat Marwick.****
99.3 Definitive proxy statement for the 1997 Annual Meeting of
Stockholders.*****
* Incorporated by reference to pre-effective Amendment No. 1 to the Company's registration statement on
Form S-1 (File No. 33-76930) filed with the SEC on May 3, 1994.
** Incorporated by reference to the Company's registration statement on Form S-1 (File No. 33-76930) filed
with the SEC on March 25, 1994.
*** Incorporated by reference from the Company's Current Report on Form 8-K, as filed with the SEC on March 17,
1997.
**** Exhibit was filed as part of the Company's Report on Form 10-K, as filed with the SEC on March 31, 1997.
***** Exhibit was filed as part of the Company's Report on Form 10-K/A, as filed with the SEC on April 24, 1997.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 1,413
<INT-BEARING-DEPOSITS> 1,096
<FED-FUNDS-SOLD> 750
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 263,589
<INVESTMENTS-CARRYING> 260,049
<INVESTMENTS-MARKET> 3,520
<LOANS> 354,779
<ALLOWANCE> 957
<TOTAL-ASSETS> 647,965
<DEPOSITS> 390,486
<SHORT-TERM> 202,381
<LIABILITIES-OTHER> 13,854
<LONG-TERM> 16,586
20
0
<COMMON> 0
<OTHER-SE> 24,638
<TOTAL-LIABILITIES-AND-EQUITY> 647,965
<INTEREST-LOAN> 23,089
<INTEREST-INVEST> 22,645
<INTEREST-OTHER> 66
<INTEREST-TOTAL> 45,800
<INTEREST-DEPOSIT> 21,357
<INTEREST-EXPENSE> 13,458
<INTEREST-INCOME-NET> 10,985
<LOAN-LOSSES> 919
<SECURITIES-GAINS> 935
<EXPENSE-OTHER> 7,254
<INCOME-PRETAX> 3,747
<INCOME-PRE-EXTRAORDINARY> 3,747
<EXTRAORDINARY> 0
<CHANGES> 1,195
<NET-INCOME> 2,552
<EPS-PRIMARY> 1.12
<EPS-DILUTED> 1.09
<YIELD-ACTUAL> 1.94
<LOANS-NON> 10,250
<LOANS-PAST> 4,414
<LOANS-TROUBLED> 418
<LOANS-PROBLEM> 11,485
<ALLOWANCE-OPEN> 2,311
<CHARGE-OFFS> 393
<RECOVERIES> 120
<ALLOWANCE-CLOSE> 2,957
<ALLOWANCE-DOMESTIC> 2,957
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,131
</TABLE>
