<PAGE>
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
December 7, 1998
-------------------------
(Date of earliest event reported)
Capital One Financial Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-13300 54-1719854
----------------------- ---------------- -------------------
(State of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
2980 Fairview Park Drive
Suite 1300
Falls Church, Virginia 22042
- ---------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 205-1000
<PAGE>
Item 5. Other Events.
------------
See attached press release.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
99.1. Press Release of the Company dated December 7, 1998.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
CAPITAL ONE FINANCIAL CORPORATION
Dated: December 8, 1998 By: /s/ John G. Finneran, Jr.
------------------------------
John G. Finneran, Jr.
Senior Vice President, General
Counsel & Corporate Secretary
<PAGE>
EXHIBIT INDEX
99.1 Press Release of the Company dated December 7, 1998.
<PAGE>
Exhibit 99.1
<PAGE>
[CAPITAL ONE LOGO]
CAPITAL ONE FINANCIAL CORPORATION
2980 Fairview Park Drive
Suite 1400
Falls Church, VA 22042-4525
FOR IMMEDIATE RELEASE Contact: Paul Paquin Diana Sun
- ----------------------- Investor Relations Corporate Communications
December 7, 1998 703-205-1039 703-205-1184
CAPITAL ONE CFO JAMES M. ZINN TO LEAVE COMPANY
Senior VP David M. Willey Promoted
FALLS CHURCH, VA., December 7, 1998 --- Capital One Financial Corporation
[NYSE:COF] today announced that James M. Zinn, Senior Vice President and Chief
Financial Officer, has decided to leave the Company, effective January 31, 1999.
Mr. Zinn's departure comes after more than four years as the Company's
initial CFO and as a member of the team that built one of the industry's leading
financial organizations. Mr. Zinn has decided to change course and expand his
horizons to look for a new opportunity to lead another growing organization.
"Jim Zinn has made many significant contributions to Capital One since our
initial public offering (IPO) four years ago. Our Company enjoys tremendous
financial strengths," said Richard D. Fairbank, Chairman and Chief Executive
Officer. "Jim felt it was time for a career change and has been working during
recent months to ensure a smooth transition. We will truly miss Jim and wish him
well in his new endeavors."
President and Chief Operating Officer Nigel Morris echoed Mr. Fairbank,
saying, "Jim has been an important part of our team for more than four years.
In that time, our market capitalization has increased seven-fold -- from $1
billion to more than $7 billion. We are sad about Jim's decision but we support
his desire to seek new personal and professional challenges."
<PAGE>
"The last four years have been exhilarating and personally rewarding,"
commented Mr. Zinn. "The people of Capital One are among the brightest and
nicest men and women I've ever worked with. It's always difficult to say
goodbye to valued colleagues, but it's time for me to take on a new adventure."
The Company has engaged SpencerStuart to search for a new Chief Financial
Officer and expects to consider external and internal candidates. "The purpose
of our external search is to ascertain the availability of skills complementary
to our own," said Mr. Fairbank.
The Company also announced it has promoted David M. Willey, Senior Vice
President and Treasurer, to his new position of Senior Vice President, Finance &
Accounting. In his new role, Mr. Willey assumes responsibility for all of the
Company's financial functions, in addition to the Treasury functions.
"Dave has been an important part of Capital One since our early days 10
years ago," commented Mr. Fairbank. "And since our IPO, Dave has been a key
member of our senior executive team, helping to drive our company strategy.
He's also the architect of our innovative funding programs. In recent months,
Jim and Dave have been working together very closely to ensure a seamless hand-
off."
Headquartered in Falls Church, Virginia, Capital One Financial Corporation
(www.capitalone.com) is a holding company whose principal subsidiaries, Capital
One Bank and Capital One, F.S.B., offer consumer lending products. Capital
One's subsidiaries collectively had 14.9 million customers and $16.3 billion in
managed loans outstanding as of September 30, 1998, and are among the largest
providers of MasterCard and Visa credit cards in the world. Capital One trades
on the New York Stock Exchange under the symbol "COF" and is included in the S&P
500 Index.
###
