-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT




          January 16, 1998                                1-6212
--------------------------------------     -------------------------------------
  (Date of Report [date of earliest              (Commission File Number)
          event reported])




                           AMERICA CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)




               Florida                                  56-0723480
--------------------------------------     -------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)



1221 Brickell Avenue, Miami,
       Florida                                            33131
--------------------------------------     -------------------------------------
   (Address of principal executive                      (Zip Code)
              offices)



                                 (305) 536-1400
               Registrant's telephone number, including area code





-------------------------------------------------------------------------------
                                  Page 1 of 7

<PAGE>

ITEM 5 - OTHER EVENTS

DISCLOSURE MATTERS

         As a result of the financial reversals associated with the receivership
of Transohio Savings Bank ("Transohio"), America Capital Corporation ("ACC") and
Transcapital Financial Corporation ("TFC") have not maintained any operating
businesses since 1992 and have not had sufficient resources to comply with the
periodic reporting requirements of the Securities Exchange Act of 1934 since
filing their Form 10-Ks for the year 1994 and Form 10-Qs for 1995. Transohio was
the principal operating entity and a 100% owned subsidiary of TFC which in turn
is approximately 65% owned by ACC. In connection with the tender offer described
below under "Tender Offer", the Company has deemed it advisable to set forth the
information contained herein.


TENDER OFFER

         On January 16, 1998, ACC and TFC were notified of a tender offer by
Alliance Standard II, LLC and Alliance Standard II Corp. (the "Offerors")to
purchase up to $30,000,000 of ACC subordinated notes at $100 per $1,000
principal amount, up to 1,100,000 shares ACC preferred stock at $.50 per share
and up to 1,950,000 shares of TFC common stock at $1.00 per share. The offer is
more fully described in the Schedule 14D-1 filed by the Offerors with the
Securities and Exchange Commission (the "Schedule 14D-1").

         On February 6, 1998, the Offerors announced that they were withdrawing
their offer for shares of ACC preferred stock due to the pendency of a lawsuit
that the Offerors learned of after the commencement of their offer (see ACC
Noteholder Claims below).

         Management of ACC has advised TFC management that it intends to tender
1.0 million shares of the approximately 6.4 million shares that it currently
owns pursuant to the tender offer. That tender of shares is subject to approval
by the Board of Directors of ACC. The ACC Board will be meeting February 11,
1998 to consider such approval.

GOODWILL CLAIM

         With respect to ACC and TFC's litigation in connection with its prior
supervisory acquisitions (the "Goodwill Claim"), the following information
(excluding bracketed language) has been excerpted from pages 21 - 24 of the
Offerors' offer to purchase for cash, which constitutes a part of the Schedule
14D-1:

                  Prior to its seizure in [July, 1992] by the [Office of Thrift
         Supervision], Transohio had been an Ohio chartered building and loan
         association since January 16, 1987; prior thereto, it was a federally
         chartered savings bank formed in December, 1970. Transhohio was a
         member of the Federal Home Loan Bank ("FHLB") of Cincinnati, and its
         deposits were insured by the Savings Association Insurance Fund
         ("SAIF") of the FDIC. As of December 31, 1991 Transohio operated
         through 65 branch offices located in Ohio, and had its headquarters in
         Cleveland.

                  On August 8, 1995, ACC and TFC ("Plaintiffs") instituted a
         suit (the "Action") against the United States of America ("Defendant")
         in the U.S. Court of Federal Claims (the "Claims Court"). The complaint
         in the Action alleges that in connection

                                  Page 2 of 7

<PAGE>

         with certain government-assisted acquisitions by Plaintiffs in the
         1980's, Defendant (through its agencies the FHLBB and FSLIC), in
         exchange for the purchase of certain assets and assumption of certain
         liabilities of Defendant by Transohio, agreed among other things to
         provide Transohio with more than $107 million of capital credits and
         authorized Transohio to treat those credits and supervisory goodwill as
         part of regulatory capital. The complaint further alleges that in
         connection with the enactment of the Financial Institutions Reform,
         Recovery and Enforcement Act of 1989 ("FIRREA"), Defendant caused
         Transhohio to write off such capital credits and supervisory goodwill.
         Plaintiffs allege breach of contract by the United States, resulting in
         substantial injury to Plaintiffs, effecting a taking of Plaintiff's
         property without just compensation for the damages caused by the
         breach, just compensation for the property taken, and disgorgement of
         the amounts by which Defendant has been unjustly enriched. Plaintiffs'
         claims are separate and distinct from the claims of Transohio. An
         agency of Defendant [the Federal Deposit Insurance Corporation("FDIC")]
         now serves as the receiver for Transohio and is maintaining Transohio's
         claims against Defendant. There are several similar cases pending
         before the Claims Court. No prediction as to the outcome of Plaintiffs'
         case can be made at this time.

                  The case is one of several similar cases pending before the
         Claims Court. The Action was stayed pending the outcome of certain
         other suits. On July 1, 1996, the U.S. Supreme Court held that the
         government was liable to certain other plaintiff thrift holding
         companies in cases arising out of similar facts patterns (the "Winstar
         Litigation"). Further information regarding the Winstar Litigation is
         set forth below.

                  Since the termination of Resolution Trust Corporation in 1995,
         the FDIC has acted as receiver for Transohio, and has been granted
         leave to intervene in the litigation on behalf of Transohio in its
         capacity as receiver. [...T]he FDIC filed [an action in April 1997 (the
         "FDIC Intervention Action")]. The [Offerors] believe that the FDIC has
         intervened in the Action principally to recover any losses on account
         of the receivership of Transohio that were paid out by the insurance
         fund. The [Offerors] also believe that the FDIC will assert that, under
         applicable FDIC regulations, the FDIC's claim will be senior to the
         claims of TFC, as Transohio's sole stockholder. The [Offerors] further
         believe that it is not possible to predict how the Claims Court will
         resolve the FDIC's claims, or the timing of any such resolution.

                  On December 22, 1997, the Claims Court ruled in favor of the
         plaintiffs on the issue of liability in four cases involving financial
         institutions other than Transohio. These four cases were selected as
         "Test Cases" for the purposes of extending summary judgement from the
         Supreme Court's decision in the Winstar Litigation. The Claims Court
         ordered that, in all Winstar-related cases where there are pending
         summary judgment motions or cross-motions filed by plaintiffs, the
         defendant must show cause, within 60 days, why those motions should not
         be granted, and liability found on all Winstar contract issues based
         upon its December 22, 1997 decision. The government has vigorously
         defended its position

                                  Page 3 of 7

<PAGE>

         as to both liability and damages. No assurance as to an outcome of this
         process can be made.

                  Proceedings in the Action had been stayed pending a decision
         by the Supreme Court of the United States in three cases involving
         claims by banks against the United States for, among other things,
         breach of contract based upon the elimination by FIRREA of the
         treatment of goodwill and capital credits contemplated at the time the
         ailing thrifts were taken over by healthier thrifts or other investors.
         On July 1, 1996, the Supreme Court decided an appeal in three of these
         cases brought against the government (the "Winstar Cases"). The
         plaintiffs were Winstar Corporation, Glendale Federal Bank FSB and The
         Statesman Group, Inc. In the Winstar Cases, based upon their facts and
         circumstances and based upon the documents relating to the plainfiffs'
         acquisitions of ailing savings institutions, the Claims Court had
         granted summary judgment on the issue of liability in favor of the
         plaintiffs. Thereafter a panel of the Court of Appeals for the Federal
         Circuit (the "Federal Circuit") reversed the summary judgments granted
         in favor of the plaintiffs and ruled against them. Subsequently, the
         Federal Circuit, sitting EN BANC, reversed the panel's decision and
         ruled in favor of the plaintiffs. The Government then sought a further
         review in the Supreme Court. In its July 1996 decision, the Supreme
         Court affirmed the judgments of liability in favor of the plaintiffs,
         holding that, based upon the language of the applicable documents
         executed in connection with plaintiffs' take-over of ailing thrifts,
         such plaintiffs have stated claims for breach of contract against the
         government. Because the Claims Court had not made any findings as to
         whether the plaintiffs had suffered damages and, if so, in what amount,
         the Supreme Court remanded for further proceedings consistent with its
         opinion. Since the Supreme Court's decision in July 1996, the Claims
         Court has conducted evidentiary proceedings in which it took testimony
         and reviewed documentary evidence on the measure and amount of damages
         regarding the claim of Glendale Federal Bank FSB. The government has
         opposed Glendale's claim for damages. Although in published reports the
         presiding judge made remarks favorable to the plaintiffs prior to
         hearing evidence from the government, the Court has not yet rendered a
         decision on the measure or the amount of damages to which Glendale may
         be entitled. The Court has not yet begun to hear evidence concerning
         damages to which any other plaintiffs may be entitled. Following any
         decision on damages, it is anticipated that one or both parties may
         appeal to the Federal Circuit. There can be no prediction whether the
         Claims Court will make a damage award or when any such damage award
         will become final, nonappealable and enforceable.

                  Although the plaintiffs in the Winstar Cases prevailed in the
         Supreme Court and the plaintiffs in the four "Test Cases" prevailed in
         the Claims Court, such decisions are not necessarily dispositive of the
         outcome of the Action. A court may still determine that the Plaintiffs'
         claims involve sufficiently different facts and/or legal issues as to
         render the Winstar Cases inapplicable to the Action and thereby result
         in a different conclusion from that of the Winstar Cases. Moreover, the
         damages portion of the claims presented by the Winstar plaintiffs
         remain to be litigated and

                                  Page 4 of 7

<PAGE>

         could take several years to resolve. The government has vigorously
         defended its position as to both liability and damages.

                  Following any decision on liability with respect to the
         Action, it is possible that one or both parties may seek to appeal to
         the Federal Circuit. It is uncertain when any such judgment will become
         final, nonappealable and enforceable. If the Claims Court rules in
         favor of the Plaintiffs on the issue of liability and, assuming there
         are one or more appeals from that decision, if the judgment of
         liability is upheld following any such appeals, it would nevertheless
         be uncertain when the Claims Court would conduct proceedings on damages
         and, following a decision, if any, on damages and any appeals from such
         decision, when any such decision would become final. The measure and
         amount of damages, if any, are uncertain.

         ACC and TFC believe that the foregoing presents a fair summary of the
Goodwill Claim and provide the additional information below.

         Based on the defense strategy of the United States in similar cases,
the Company believes that in litigation relating to the Goodwill Claim, the
United States may assert that 1) the deposit insurer and receiver of Transohio
(FDIC) is entitled to recovery proceeds, 2) Transohio's deterioration was caused
by other business factors including loan and investment losses, 3) Transohio
would have failed its capital ratios even if full credit for Supervisory
Goodwill were allowed, 4) Transohio's damages are too speculative to permit
recovery and 5) the claims asserted by ACC and TFC are derivative in nature and
are therefore beyond the Court's jurisdiction. While the Supreme Court ruling
was favorable, no plaintiffs have been awarded damages to date and Transohio's
circumstances are unique, therefore it is not practicable to predict the outcome
of ACC's and TFC's claims.

         The FDIC Intervention Action poses additional risk in that if seniority
is granted to FDIC and the amount of an award is insufficient to cover all
claims, the amount that may otherwise be received by ACC and TFC could be
reduced or eliminated. While ACC and TFC plan to assert they have separate
claims, such matter will likely be addressed as part of the Goodwill Claim
litigation.

         The United States has moved to consolidate the claims of ACC and TFC
with a claim filed by an ACC preferred stockholder and counsel for the Company
has advised that such action is unavoidable. The Company cannot assess the
impact of this prospective action on the conduct of its claim or on any eventual
recovery.

         ACC and TFC have participated in joint discovery and common issues
hearings, together with approximately 120 other plaintiffs. ACC and TFC have
been notified that case specific discovery for their case is expected to begin
in 1999 or 2000.


GOODWILL CLAIM FINANCING

         In connection with the settlement of litigation described below under
"Transohio Noteholder Claim and Settlement", TFC's insurance company agreed to
advance up to $500,000 for certain legal fees and expenses of pursuing the
Goodwill Claim (the "Insurance Advance"). Subsequently, an agreement with the

                                  Page 5 of 7
<PAGE>

law firm representing TFC and ACC in the Goodwill Claim agreed to a fee
arrangement of $250,000 (payable from the Insurance Advance, leaving $250,000 of
the Insurance Advance for expenses) and 15% of any proceeds from the Goodwill
Claim. The Insurance Advance, together with an additional $235,000 of settlement
and cost payments in connection with the Transohio Noteholder Claim Settlement,
must be repaid to TFC's insurance company from any Goodwill Claim proceeds.


TRANSOHIO NOTEHOLDER CLAIM AND SETTLEMENT

         On September 21, 1994, certain Transohio noteholders initiated an
action against ACC, TFC and others asserting various claims in connection with
their note purchases. In April 1997, the parties agreed to a settlement whereby
the noteholders received $71,500 in cash (of which $70,000 was paid by a TFC
insurer) and up to $910,000 to be paid from 50% of any net TFC Goodwill Claim
proceeds.


SETTLEMENT OF DIRECTOR/OFFICER LIABILITIES

         On January, 31, 1997, TFC entered into settlement agreements with those
of its directors and officers who were owed monies under indemnification
agreements and compensation arrangements with TFC. Such agreements provide for
the issuance of notes which are secured by an assignment of TFC's Goodwill Claim
proceeds, if any. The aggregate outstanding notes are $668,361 with respect to
indemnifications and $675,313 with respect to compensation. ACC entered into
similar agreements with respect to indemnification liabilities in July, 1997
(such amounts are liabilities of each entity but are not required to be paid
twice). Additionally 10% of TFC's Goodwill Claim proceeds, if any, were assigned
to officers and directors of TFC in connection with amounts granted as
compensation.


SUMMARY OF ASSIGNMENTS OF GOODWILL CLAIM PROCEEDS

TFC and ACC have made assignments of the Goodwill Claim proceeds as follows:
<TABLE>
<CAPTION>
<S>                                                          <C>
------------------------------------------------------------ -----------------------------------------------------------
Reimburse insurer 1                                          $335,000 - $735,000
------------------------------------------------------------ -----------------------------------------------------------
Goodwill Claim counsel                                       15% of Goodwill Claim proceeds
------------------------------------------------------------ -----------------------------------------------------------
Transohio noteholders 2                                      Up to $910,000 from 50% of net TFC Goodwill Claim proceeds
------------------------------------------------------------ -----------------------------------------------------------
Indemnification 3                                            $668,631 plus interest
------------------------------------------------------------ -----------------------------------------------------------
Officer and director compensation 2 3                        $675,313 plus interest
------------------------------------------------------------ -----------------------------------------------------------
Officer and director compensation 2                          10% of TFC's Goodwill Claim proceeds
------------------------------------------------------------ -----------------------------------------------------------
</TABLE>

Notes:
1. Minimum obligation is 12/31/97 liability. Maximum amount reflects
   additional advances available to fund Goodwill Claim expenses.
2. TFC only.
3. Amount is due, irrespective of Goodwill Claim proceeds. Others are contingent
   liabilities.


ACC NOTEHOLDER CLAIM
                                  Page 6 of 7
<PAGE>

         On March 31, 1997, the trustee for ACC's $78,500,000 subordinated notes
initiated litigation against the Company, following a demand for payment, as a
result of the failure of the Company to pay principal when due at maturity on
those notes and alleging other matters. A number of the defenses ACC has
asserted in that action have been denied by the Court and the sole remaining
defense is ACC's assertion that collection of the notes is barred under the
applicable statute of limitations. The matter is expected to be tried in March
1998 or be considered in a summary judgement hearing before such date. ACC's
counsel is unable to predict the likelihood of ACC's success on its sole
remaining defense and ACC is without financial resources to fund an extended
trial. In the event ACC is unable to prevail on its defense, it will likely be
required to seek protection under the applicable federal bankruptcy statutes in
order to avoid having its assets, primarily the Goodwill Claim, seized by
creditors. The Company has held informal negotiations with various noteholders
with respect to a consensual restructuring of debt including the assignment of
certain Goodwill Claim proceeds and controls over such proceeds, however the
parties have not reached an agreement to date and there can be no assurance that
any such agreement will be reached.


ACC NAME CHANGE

         On May 30, 1996, ACC's name was changed to America Capital Corporation
from American Capital Corporation.


ITEM 7 (C) EXHIBITS

Exhibits are being compiled and will be filed in a subsequent 8-k as soon as
practicable.


SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused the report to be signed on its behalf by the
undersigned hereto duly authorized.


Dated: February 9, 1998                              America Capital Corporation



                                        By: /s/ STEVEN R. COOK
                                            -----------------------------------
                                            Steven R. Cook
                                            Executive Vice President

                                  Page 7 of 7
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-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

          January 16, 1998                                1-6212
--------------------------------------     -------------------------------------
  (Date of Report [date of earliest              (Commission File Number)
          event reported])

                           AMERICA CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

               Florida                                  56-0723480
--------------------------------------     -------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

1221 Brickell Avenue, Miami,
       Florida                                            33131
--------------------------------------     -------------------------------------
   (Address of principal executive                      (Zip Code)
              offices)

                                 (305) 536-1400
               Registrant's telephone number, including area code

-------------------------------------------------------------------------------
                                  Page 1 of 7
ITEM 5 - OTHER EVENTS

DISCLOSURE MATTERS

         As a result of the financial reversals associated with the receivership
of Transohio Savings Bank ("Transohio"), America Capital Corporation ("ACC") and
Transcapital Financial Corporation ("TFC") have not maintained any operating
businesses since 1992 and have not had sufficient resources to comply with the
periodic reporting requirements of the Securities Exchange Act of 1934 since
filing their Form 10-Ks for the year 1994 and Form 10-Qs for 1995. Transohio was
the principal operating entity and a 100% owned subsidiary of TFC which in turn
is approximately 65% owned by ACC. In connection with the tender offer described
below under "Tender Offer", the Company has deemed it advisable to set forth the
information contained herein.

TENDER OFFER

         On January 16, 1998, ACC and TFC were notified of a tender offer by
Alliance Standard II, LLC and Alliance Standard II Corp. (the "Offerors")to
purchase up to $30,000,000 of ACC subordinated notes at $100 per $1,000
principal amount, up to 1,100,000 shares ACC preferred stock at $.50 per share
and up to 1,950,000 shares of TFC common stock at $1.00 per share. The offer is
more fully described in the Schedule 14D-1 filed by the Offerors with the
Securities and Exchange Commission (the "Schedule 14D-1").

         On February 6, 1998, the Offerors announced that they were withdrawing
their offer for shares of ACC preferred stock due to the pendency of a lawsuit
that the Offerors learned of after the commencement of their offer (see ACC
Noteholder Claims below).

         Management of ACC has advised TFC management that it intends to tender
1.0 million shares of the approximately 6.4 million shares that it currently
owns pursuant to the tender offer. That tender of shares is subject to approval
by the Board of Directors of ACC. The ACC Board will be meeting February 11,
1998 to consider such approval.

GOODWILL CLAIM

         With respect to ACC and TFC's litigation in connection with its prior
supervisory acquisitions (the "Goodwill Claim"), the following information
(excluding bracketed language) has been excerpted from pages 21 - 24 of the
Offerors' offer to purchase for cash, which constitutes a part of the Schedule
14D-1:

                  Prior to its seizure in [July, 1992] by the [Office of Thrift
         Supervision], Transohio had been an Ohio chartered building and loan
         association since January 16, 1987; prior thereto, it was a federally
         chartered savings bank formed in December, 1970. Transhohio was a
         member of the Federal Home Loan Bank ("FHLB") of Cincinnati, and its
         deposits were insured by the Savings Association Insurance Fund
         ("SAIF") of the FDIC. As of December 31, 1991 Transohio operated
         through 65 branch offices located in Ohio, and had its headquarters in
         Cleveland.

                  On August 8, 1995, ACC and TFC ("Plaintiffs") instituted a
         suit (the "Action") against the United States of America ("Defendant")
         in the U.S. Court of Federal Claims (the "Claims Court"). The complaint
         in the Action alleges that in connection

                                  Page 2 of 7
with certain government-assisted acquisitions by Plaintiffs in the
         1980's, Defendant (through its agencies the FHLBB and FSLIC), in
         exchange for the purchase of certain assets and assumption of certain
         liabilities of Defendant by Transohio, agreed among other things to
         provide Transohio with more than $107 million of capital credits and
         authorized Transohio to treat those credits and supervisory goodwill as
         part of regulatory capital. The complaint further alleges that in
         connection with the enactment of the Financial Institutions Reform,
         Recovery and Enforcement Act of 1989 ("FIRREA"), Defendant caused
         Transhohio to write off such capital credits and supervisory goodwill.
         Plaintiffs allege breach of contract by the United States, resulting in
         substantial injury to Plaintiffs, effecting a taking of Plaintiff's
         property without just compensation for the damages caused by the
         breach, just compensation for the property taken, and disgorgement of
         the amounts by which Defendant has been unjustly enriched. Plaintiffs'
         claims are separate and distinct from the claims of Transohio. An
         agency of Defendant [the Federal Deposit Insurance Corporation("FDIC")]
         now serves as the receiver for Transohio and is maintaining Transohio's
         claims against Defendant. There are several similar cases pending
         before the Claims Court. No prediction as to the outcome of Plaintiffs'
         case can be made at this time.

                  The case is one of several similar cases pending before the
         Claims Court. The Action was stayed pending the outcome of certain
         other suits. On July 1, 1996, the U.S. Supreme Court held that the
         government was liable to certain other plaintiff thrift holding
         companies in cases arising out of similar facts patterns (the "Winstar
         Litigation"). Further information regarding the Winstar Litigation is
         set forth below.

                  Since the termination of Resolution Trust Corporation in 1995,
         the FDIC has acted as receiver for Transohio, and has been granted
         leave to intervene in the litigation on behalf of Transohio in its
         capacity as receiver. [...T]he FDIC filed [an action in April 1997 (the
         "FDIC Intervention Action")]. The [Offerors] believe that the FDIC has
         intervened in the Action principally to recover any losses on account
         of the receivership of Transohio that were paid out by the insurance
         fund. The [Offerors] also believe that the FDIC will assert that, under
         applicable FDIC regulations, the FDIC's claim will be senior to the
         claims of TFC, as Transohio's sole stockholder. The [Offerors] further
         believe that it is not possible to predict how the Claims Court will
         resolve the FDIC's claims, or the timing of any such resolution.

                  On December 22, 1997, the Claims Court ruled in favor of the
         plaintiffs on the issue of liability in four cases involving financial
         institutions other than Transohio. These four cases were selected as
         "Test Cases" for the purposes of extending summary judgement from the
         Supreme Court's decision in the Winstar Litigation. The Claims Court
         ordered that, in all Winstar-related cases where there are pending
         summary judgment motions or cross-motions filed by plaintiffs, the
         defendant must show cause, within 60 days, why those motions should not
         be granted, and liability found on all Winstar contract issues based
         upon its December 22, 1997 decision. The government has vigorously
         defended its position

                                  Page 3 of 7
as to both liability and damages. No assurance as to an outcome of this
         process can be made.

                  Proceedings in the Action had been stayed pending a decision
         by the Supreme Court of the United States in three cases involving
         claims by banks against the United States for, among other things,
         breach of contract based upon the elimination by FIRREA of the
         treatment of goodwill and capital credits contemplated at the time the
         ailing thrifts were taken over by healthier thrifts or other investors.
         On July 1, 1996, the Supreme Court decided an appeal in three of these
         cases brought against the government (the "Winstar Cases"). The
         plaintiffs were Winstar Corporation, Glendale Federal Bank FSB and The
         Statesman Group, Inc. In the Winstar Cases, based upon their facts and
         circumstances and based upon the documents relating to the plainfiffs'
         acquisitions of ailing savings institutions, the Claims Court had
         granted summary judgment on the issue of liability in favor of the
         plaintiffs. Thereafter a panel of the Court of Appeals for the Federal
         Circuit (the "Federal Circuit") reversed the summary judgments granted
         in favor of the plaintiffs and ruled against them. Subsequently, the
         Federal Circuit, sitting EN BANC, reversed the panel's decision and
         ruled in favor of the plaintiffs. The Government then sought a further
         review in the Supreme Court. In its July 1996 decision, the Supreme
         Court affirmed the judgments of liability in favor of the plaintiffs,
         holding that, based upon the language of the applicable documents
         executed in connection with plaintiffs' take-over of ailing thrifts,
         such plaintiffs have stated claims for breach of contract against the
         government. Because the Claims Court had not made any findings as to
         whether the plaintiffs had suffered damages and, if so, in what amount,
         the Supreme Court remanded for further proceedings consistent with its
         opinion. Since the Supreme Court's decision in July 1996, the Claims
         Court has conducted evidentiary proceedings in which it took testimony
         and reviewed documentary evidence on the measure and amount of damages
         regarding the claim of Glendale Federal Bank FSB. The government has
         opposed Glendale's claim for damages. Although in published reports the
         presiding judge made remarks favorable to the plaintiffs prior to
         hearing evidence from the government, the Court has not yet rendered a
         decision on the measure or the amount of damages to which Glendale may
         be entitled. The Court has not yet begun to hear evidence concerning
         damages to which any other plaintiffs may be entitled. Following any
         decision on damages, it is anticipated that one or both parties may
         appeal to the Federal Circuit. There can be no prediction whether the
         Claims Court will make a damage award or when any such damage award
         will become final, nonappealable and enforceable.

                  Although the plaintiffs in the Winstar Cases prevailed in the
         Supreme Court and the plaintiffs in the four "Test Cases" prevailed in
         the Claims Court, such decisions are not necessarily dispositive of the
         outcome of the Action. A court may still determine that the Plaintiffs'
         claims involve sufficiently different facts and/or legal issues as to
         render the Winstar Cases inapplicable to the Action and thereby result
         in a different conclusion from that of the Winstar Cases. Moreover, the
         damages portion of the claims presented by the Winstar plaintiffs
         remain to be litigated and

                                  Page 4 of 7
could take several years to resolve. The government has vigorously
         defended its position as to both liability and damages.

                  Following any decision on liability with respect to the
         Action, it is possible that one or both parties may seek to appeal to
         the Federal Circuit. It is uncertain when any such judgment will become
         final, nonappealable and enforceable. If the Claims Court rules in
         favor of the Plaintiffs on the issue of liability and, assuming there
         are one or more appeals from that decision, if the judgment of
         liability is upheld following any such appeals, it would nevertheless
         be uncertain when the Claims Court would conduct proceedings on damages
         and, following a decision, if any, on damages and any appeals from such
         decision, when any such decision would become final. The measure and
         amount of damages, if any, are uncertain.

         ACC and TFC believe that the foregoing presents a fair summary of the
Goodwill Claim and provide the additional information below.

         Based on the defense strategy of the United States in similar cases,
the Company believes that in litigation relating to the Goodwill Claim, the
United States may assert that 1) the deposit insurer and receiver of Transohio
(FDIC) is entitled to recovery proceeds, 2) Transohio's deterioration was caused
by other business factors including loan and investment losses, 3) Transohio
would have failed its capital ratios even if full credit for Supervisory
Goodwill were allowed, 4) Transohio's damages are too speculative to permit
recovery and 5) the claims asserted by ACC and TFC are derivative in nature and
are therefore beyond the Court's jurisdiction. While the Supreme Court ruling
was favorable, no plaintiffs have been awarded damages to date and Transohio's
circumstances are unique, therefore it is not practicable to predict the outcome
of ACC's and TFC's claims.

         The FDIC Intervention Action poses additional risk in that if seniority
is granted to FDIC and the amount of an award is insufficient to cover all
claims, the amount that may otherwise be received by ACC and TFC could be
reduced or eliminated. While ACC and TFC plan to assert they have separate
claims, such matter will likely be addressed as part of the Goodwill Claim
litigation.

         The United States has moved to consolidate the claims of ACC and TFC
with a claim filed by an ACC preferred stockholder and counsel for the Company
has advised that such action is unavoidable. The Company cannot assess the
impact of this prospective action on the conduct of its claim or on any eventual
recovery.

         ACC and TFC have participated in joint discovery and common issues
hearings, together with approximately 120 other plaintiffs. ACC and TFC have
been notified that case specific discovery for their case is expected to begin
in 1999 or 2000.

GOODWILL CLAIM FINANCING

         In connection with the settlement of litigation described below under
"Transohio Noteholder Claim and Settlement", TFC's insurance company agreed to
advance up to $500,000 for certain legal fees and expenses of pursuing the
Goodwill Claim (the "Insurance Advance"). Subsequently, an agreement with the

                                  Page 5 of 7
law firm representing TFC and ACC in the Goodwill Claim agreed to a fee
arrangement of $250,000 (payable from the Insurance Advance, leaving $250,000 of
the Insurance Advance for expenses) and 15% of any proceeds from the Goodwill
Claim. The Insurance Advance, together with an additional $235,000 of settlement
and cost payments in connection with the Transohio Noteholder Claim Settlement,
must be repaid to TFC's insurance company from any Goodwill Claim proceeds.

TRANSOHIO NOTEHOLDER CLAIM AND SETTLEMENT

         On September 21, 1994, certain Transohio noteholders initiated an
action against ACC, TFC and others asserting various claims in connection with
their note purchases. In April 1997, the parties agreed to a settlement whereby
the noteholders received $71,500 in cash (of which $70,000 was paid by a TFC
insurer) and up to $910,000 to be paid from 50% of any net TFC Goodwill Claim
proceeds.

SETTLEMENT OF DIRECTOR/OFFICER LIABILITIES

         On January, 31, 1997, TFC entered into settlement agreements with those
of its directors and officers who were owed monies under indemnification
agreements and compensation arrangements with TFC. Such agreements provide for
the issuance of notes which are secured by an assignment of TFC's Goodwill Claim
proceeds, if any. The aggregate outstanding notes are $668,361 with respect to
indemnifications and $675,313 with respect to compensation. ACC entered into
similar agreements with respect to indemnification liabilities in July, 1997
(such amounts are liabilities of each entity but are not required to be paid
twice). Additionally 10% of TFC's Goodwill Claim proceeds, if any, were assigned
to officers and directors of TFC in connection with amounts granted as
compensation.

SUMMARY OF ASSIGNMENTS OF GOODWILL CLAIM PROCEEDS

TFC and ACC have made assignments of the Goodwill Claim proceeds as follows:
------------------------------------------------------------ -----------------------------------------------------------
Reimburse insurer 1                                          $335,000 - $735,000
------------------------------------------------------------ -----------------------------------------------------------
Goodwill Claim counsel                                       15% of Goodwill Claim proceeds
------------------------------------------------------------ -----------------------------------------------------------
Transohio noteholders 2                                      Up to $910,000 from 50% of net TFC Goodwill Claim proceeds
------------------------------------------------------------ -----------------------------------------------------------
Indemnification 3                                            $668,631 plus interest
------------------------------------------------------------ -----------------------------------------------------------
Officer and director compensation 2 3                        $675,313 plus interest
------------------------------------------------------------ -----------------------------------------------------------
Officer and director compensation 2                          10% of TFC's Goodwill Claim proceeds
------------------------------------------------------------ -----------------------------------------------------------
Notes:
1. Minimum obligation is 12/31/97 liability. Maximum amount reflects
   additional advances available to fund Goodwill Claim expenses.
2. TFC only.
3. Amount is due, irrespective of Goodwill Claim proceeds. Others are contingent
   liabilities.

ACC NOTEHOLDER CLAIM
                                  Page 6 of 7
On March 31, 1997, the trustee for ACC's $78,500,000 subordinated notes
initiated litigation against the Company, following a demand for payment, as a
result of the failure of the Company to pay principal when due at maturity on
those notes and alleging other matters. A number of the defenses ACC has
asserted in that action have been denied by the Court and the sole remaining
defense is ACC's assertion that collection of the notes is barred under the
applicable statute of limitations. The matter is expected to be tried in March
1998 or be considered in a summary judgement hearing before such date. ACC's
counsel is unable to predict the likelihood of ACC's success on its sole
remaining defense and ACC is without financial resources to fund an extended
trial. In the event ACC is unable to prevail on its defense, it will likely be
required to seek protection under the applicable federal bankruptcy statutes in
order to avoid having its assets, primarily the Goodwill Claim, seized by
creditors. The Company has held informal negotiations with various noteholders
with respect to a consensual restructuring of debt including the assignment of
certain Goodwill Claim proceeds and controls over such proceeds, however the
parties have not reached an agreement to date and there can be no assurance that
any such agreement will be reached.

ACC NAME CHANGE

         On May 30, 1996, ACC's name was changed to America Capital Corporation
from American Capital Corporation.

ITEM 7 (C) EXHIBITS

Exhibits are being compiled and will be filed in a subsequent 8-k as soon as
practicable.

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused the report to be signed on its behalf by the
undersigned hereto duly authorized.

Dated: February 9, 1998                              America Capital Corporation

                                        By: /s/ STEVEN R. COOK
                                            -----------------------------------
                                            Steven R. Cook
                                            Executive Vice President

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