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 (DATE OF EARLIEST EVENT REPORTED): JANUARY 29, 1998
TELEBANC FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-76930 13-3759196
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1111 North Highland Street, Arlington, Virginia 22201
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (703) 247-3700
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On January 15, 1998, TeleBanc Financial Corporation ("TeleBanc") announced
that it had signed a definitive merger agreement with Direct Financial
Corporation ("Direct Financial"). TeleBanc will pay $12 for each share of Direct
Financial common stock or common stock equivalent. The transaction is valued at
approximately $26.4 million. TeleBanc has estimated it will achieve annualized
cost savings of approximately $800,000 in connection with the consolidation of
operations. TeleBanc also has estimated that it will incur a one-time
restructuring charge of approximately $1.0 million. The merger is expected to be
consummated in the second quarter of 1998, following approvals by Direct
Financial's shareholders and government regulators.
Also on January 15, 1998, TeleBanc and MET Holdings Corp. ("MET"), the
parent company and owner of 64.8% of TeleBanc's common stock, announced an
intention to effect a distribution of MET's TeleBanc stock to individual MET
shareholders by merging MET and TeleBanc. This merger, which is subject to
shareholder and regulatory approvals, is expected to be completed during the
first quarter of 1998.
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SIGNATURE
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 hereunto duly authorized.
TELEBANC FINANCIAL CORPORATION
Date: January 29, 1998 By: /s/ Aileen Lopez Pugh
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Aileen Lopez Pugh
Executive Vice President-
Chief Financial Officer
