1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TeleBanc Capital Trust II ------------------------------------------------------ (Exact Name Of Registrant as Specified in its Charter) Delaware 51-6507843 - ------------------------------------------- ------------ (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 1111 North Highland Street Arlington, Virginia 22201 - ------------------------------------------- ------------ (Address of principal executive offices) (zip code) If this form relates to the registration of If this form relates to the registration a class of securities pursuant to Section of a class of securities pursuant to 12(b) of the Exchange Act and is effective Section 12(g) of the Exchange Act and is pursuant to General Instruction A.(c), effective pursuant to General Instruction check the following box. [ ] A.(d), check the following box. [X] SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered - ------------------- ------------------------------------ none - ------------------- ------------------------------------ SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 9.0% Beneficial Unsecured Securities, Series A ---------------------------------------------- (Title of class) 2 Item 1. Description of Registrant's Securities to be Registered. -------------------------------------------------------- The description of the Registrant's 9.0% Beneficial Unsecured Securities, Series A, $25 liquidation amount is incorporated herein by reference to "DESCRIPTION OF SERIES A CAPITAL SECURITIES" set forth in Registration Statement No. 333-53689 on Form S-2 filed with the Commission on July 27, 1998. Item 2. Exhibits. 1. Certificate of Trust of TeleBanc Capital Trust II (incorporated herein by reference to Exhibit 4.3 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on May 27, 1998). 2. Declaration of Trust of TeleBanc Capital Trust II (incorporated herein by reference to Exhibit 4.4 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on May 27, 1998). 3. Form of Amended and Restated Trust Agreement for TeleBanc Capital Trust II (incorporated herein by reference to Exhibit 4.5 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on July 2, 1998). 4. Form of Capital Security Certificate for TeleBanc Capital Trust II (incorporated herein by reference to Exhibit 4.6 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on July 27, 1998). 5. Form of Guarantee Agreement of TeleBanc Financial Corporation relating to the Series A Capital Securities (incorporated herein by reference to Exhibit 4.7 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on July 2, 1998). 6. Indenture of TeleBanc Financial Corporation relating to the Junior Subordinated Debentures (incorporated herein by reference to Exhibit 4.1 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on July 2, 1998). 2 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. TELEBANC CAPITAL TRUST II Date: July 28, 1998 By: /s/ Aileen Lopez Pugh ----------------------- Aileen Lopez Pugh, Administrative Trustee 3 4 EXHIBIT INDEX NUMBER DESCRIPTION - ------ ----------- 1. Certificate of Trust of TeleBanc Capital Trust II (incorporated herein by reference to Exhibit 4.3 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on May 27, 1998). 2. Declaration of Trust of TeleBanc Capital Trust II (incorporated herein by reference to Exhibit 4.4 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on May 27, 1998). 3. Form of Amended and Restated Trust Agreement for TeleBanc Capital Trust II (incorporated herein by reference to Exhibit 4.5 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on July 2, 1998). 4. Form of Capital Security Certificate for TeleBanc Capital Trust II (incorporated herein by reference to Exhibit 4.6 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on July 27, 1998). 5. Form of Guarantee Agreement of TeleBanc Financial Corporation relating to the Trust Securities (incorporated herein by reference to Exhibit 4.7 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on July 2, 1998). 6. Indenture of TeleBanc Financial Corporation relating to the Junior Subordinated Debentures (incorporated herein by reference to Exhibit 4.1 of Registration Statement No. 333-53689 on Form S-2 filed with the Commission on July 2, 1998). 4