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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed
Pursuant to Rule 13d-2(a)
(Amendment No. _________)*
TeleBanc Financial Corporation
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(Name of Issuer)
common stock, par value $.01
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(Title of Class of Securities)
87925R 10 9
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(CUSIP Number)
Arlen W. Gelbard, Esq.
Executive Vice President and General Counsel
TeleBanc Financial Corporation
1111 North Highland Street
Arlington, Virginia 22201
(703) 247-3791
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 28, 1998*
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
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* In connection with a public offering (the "Public Offering") of 4,500,000
shares of its common stock, par value $.01 per share (the "Common Stock"),
TeleBanc Financial Corporation filed a Registration Statement on Form 8-A to
register its Common Stock under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Securities Exchange Commission (the "Commission") on
July 23, 1998 declared the Form 8-A effective. The reporting person was an
"Exempt Investor" for purposes of Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder, because he acquired all of his
securities prior to TeleBanc Financial Corporation registering its Common Stock.
On July 28, 1998, Mr. Caplan purchased 5,000 shares of Common Stock in the
Public Offering. Accordingly, this Schedule 13D is being filed at this time by
the reporting person to report his holdings of Common Stock of TeleBanc
Financial Corporation.
Page 1 of 7 Pages
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Page 2 of 7 Pages
13D
CUSIP No. 87925R 10 9
1. NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mitchell H. Caplan
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
NUMBER OF
SHARES 1,159,277
BENEFICIALLY --------------------------------------------------------
OWNED BY
EACH
REPORTING 8. SHARED VOTING POWER
PERSON
WITH -0-
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9. SOLE DISPOSITIVE POWER
1,159,277
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10. SHARED DISPOSITIVE POWER
-0-
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Page 3 of 7 Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,159,277
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%(1)
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14. TYPE OF REPORTING PERSON
IN
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(1) Percentage shown is fully-diluted, assuming all options granted to Mr.
Caplan as reported on this Schedule 13D are fully exercisable as of the date of
this filing.
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Page 4 of 7 Pages
Item 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates
consists of the Common Stock, of TeleBanc Financial Corporation, a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive
offices is 1111 North Highland Street, Arlington, Virginia, 22201.
Item 2. IDENTITY AND BACKGROUND
(a) The name of the filing person is Mitchell H. Caplan
(b) The business address for Mr. Caplan is 1111 North
Highland Street, Arlington, Virginia 22201.
(c) Mr. Caplan's principal occupation is Chief Executive
Officer and President of TeleBank, a federally chartered
savings bank ("TeleBank") and its holding company, the
Issuer. Mr. Caplan also is a director of the Issuer and
TeleBank. TeleBank is a financial institution that
offers investment and other financial products and
services. Both TeleBank and the Issuer are located at
1111 North Highland Street, Arlington, Virginia 22201.
(d) During the last five years, Mr. Caplan has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Caplan has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Caplan is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Caplan is the Chief Executive Officer and President and a
director of the Issuer and its wholly owned subsidiary, TeleBank. Of the
1,159,277 shares of Common Stock deemed to be beneficially owned by Mr. Caplan,
1,021,685 shares (including options and warrants) are owned by Mr. Caplan
directly and 137,592 shares are owned by Mr. Caplan indirectly through Caplan
Associates, L.P., a Virginia limited partnership (the "Partnership") of which
Mr. Caplan is the general partner and with respect to which he exercises sole
voting and dispositive power. The shares of Common Stock owned by Mr. Caplan
directly consist of the following: (i) 299,146 shares of Common Stock owned by
Mr. Caplan; (ii) options to purchase 660,730(2) shares of Common Stock that
were granted to Mr. Caplan by the Issuer under the 1994 Stock Option Plan, the
1996 Stock Option Plan and the 1998 Stock Incentive Plan (the "Stock Option
Plans") 380,730 of which options are currently exercisable or become
exercisable within 60 days; (iii) 15,809(3) shares of Common Stock held by the
Issuer's Employee Stock Ownership Plan (the "ESOP") for
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(2) Mr. Caplan was granted options to acquire 210,730 of Common Stock on
April 28, 1994, all of which are vested and fully exercisable. On February 28,
1997, Mr. Caplan was granted options to acquire 200,000 shares of Common Stock,
20% of which vested upon grant and 20% of which vest ratably on each of the next
four anniversaries of the grant. On October 23, 1998, Mr. Caplan was granted
options to acquire 200,000 shares of Common Stock, 20% of which vested upon
grant and 20% of which vest ratably on each of the next four anniversaries of
the grant. On January 26, 1999, Mr. Caplan was granted options to acquire
50,000 shares of Common Stock, 20% of which vested upon grant and 20% of which
vest ratably on each of the next four anniversaries of the grant.
(3) The number of shares held by the ESOP for Mr. Caplan's account is
based on the annual report from the ESOP's third-party administrator for the
year ended December 31, 1997, which is the most recent report of the ESOP's
holdings.
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Page 5 of 7 Pages
the account of Mr. Caplan; and (iv) warrants to acquire 46,000 shares of Common
Stock. At the time of the Public Offering on July 28, 1998, Mr. Caplan owned
directly 304,769 shares of Common Stock and indirectly owned 137,592 shares of
Common Stock. Mr. Caplan purchased 5,000 shares of Common Stock in the Public
Offering at a price of $14.50 per share and purchased 5,000 shares of Common
Stock in the open market at $15.625 per share on September 3, 1998. Mr. Caplan
purchased all of his Common Stock with personal funds.
Item 4. PURPOSE OF TRANSACTION
The Common Stock to which this Schedule 13D relates was acquired for
investment purposes. Mr. Caplan is currently the Chief Executive Officer and
President and a director of the Issuer. Other than his representation on the
Board of Directors of the Issuer and his position as an executive officer of the
Issuer, Mr. Caplan does not have any present plans or proposals which relate to
or would result in any actions referred to in clauses (a) through (j) of Item 4
of Schedule 13D. Depending on market conditions and other factors, Mr. Caplan
may purchase additional shares of Common Stock, or may sell or otherwise dispose
of all or portions of his shares of Common Stock, following the expiration of
any relevant lock-up restriction, if such sales and purchases would be
consistent with Mr. Caplan's investment objectives.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) The 1,159,277 shares of Common Stock to which this
Schedule 13D relates consist of the following: (i)
299,146 shares of Common Stock owned by Mr. Caplan
directly; (ii) 137,592 shares of Common Stock owned by
Mr. Caplan indirectly through the Partnership, with
respect to which Mr. Caplan exercises sole voting and
investment power; (iii) options to purchase 660,730
shares of Common Stock granted under the Issuer's Stock
Option Plans at exercise prices ranging from $3.063 to
$32.688 per share, of which 380,730 options are
currently exercisable or become exercisable within 60
days of the date of this Schedule 13D; (iv) 15,809
shares held by the Issuer's ESOP for the account of
Mr. Caplan; and (v) warrants to purchase 46,000 shares
of Common Stock at an exercise price of $3.83 per share.
Mr. Caplan exercises sole voting and investment power
with respect to all of the above-referenced shares of
Common Stock.
(c) On July 28, 1998, Mr. Caplan purchased 5,000 shares of
Common Stock in a reserved share program in the Public
Offering at a purchase price of $14.50 per share. On
September 3, 1998, Mr. Caplan purchased 5,000 shares of
Common Stock in the public market at a purchase price of
$15.625 per share.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
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Page 6 of 7 Pages
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: March 18, 1999
/s/ Mitchell H. Caplan
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By: Mitchell H. Caplan
