<PAGE>
Prospectus Supplement (to Prospectus dated July 17, 1998)
$225,000,000
Capital One Financial Corporation
7 1/4% Notes due 2006
Maturity Ranking
. The Notes will mature on May 1, . The Notes are unsecured. The
2006. Notes rank equally with all of
our existing and future senior
debt and senior to all of our
existing and future subordinated
debt.
Interest
. Interest on the Notes is payable
on May 1 and November 1 of each
year, beginning November 1,
1999.
The Company
. Our principal office is located
at 2980 Fairview Park Drive,
Suite 1300, Falls Church,
Virginia 22042-4525. Our
telephone number is (703) 205-
1000.
. Interest will accrue from April
28, 1999.
Redemption
. We may not redeem the Notes Listing
prior to maturity. . We do not intend to list the
Notes on any securities exchange
or quotation system.
. There is no sinking fund.
-------------------------------------------------
The Notes are not savings accounts, deposits or other obligations of any bank
and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus supplement or the attached prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
-------------------------------------------------
. The Underwriters have agreed to . The Notes will be delivered to
purchase the Notes from us at you in global form through the
99.179% of their principal book-entry delivery system of
amount, resulting in proceeds to The Depository Trust Company on
us before expenses of or about April 28, 1999.
$223,152,750.
. The Underwriters listed below
. The Underwriters propose to will purchase the Notes from us
offer the Notes to investors on a firm commitment basis and
from time to time for sale in offer them to you, subject to
negotiated transactions at certain conditions.
prices based upon prevailing
market prices at the time.
Chase Securities Inc.
Donaldson, Lufkin & Jenrette
J.P. Morgan & Co.
Salomon Smith Barney
-------------------------------------------------
The date of this Prospectus Supplement is April 22, 1999.
<PAGE>
In making your investment decision, you should rely only on the information
contained or incorporated by reference in this Prospectus Supplement and the
attached Prospectus. We have not authorized anyone to provide you with any
other information. If you receive any unauthorized information, you must not
rely on it.
We are offering to sell the Notes only in places where sales are permitted.
You should not assume that the information contained or incorporated by
reference in this Prospectus Supplement or the attached Prospectus is accurate
as of any date other than their respective dates.
In this Prospectus, the "Company," "we," "us" and "our" refer to CAPITAL ONE
FINANCIAL CORPORATION.
TABLE OF CONTENTS
Prospectus
Supplement Page
- ---------- ----
The Company................................................................. S-1
Recent Developments......................................................... S-1
Selected Consolidated Financial Data........................................ S-2
Use of Proceeds............................................................. S-4
Capitalization.............................................................. S-4
Description of Notes........................................................ S-5
Underwriting................................................................ S-7
Where You Can Find More Information......................................... S-8
Validity of Notes........................................................... S-9
Prospectus Page
- ---------- ----
Available Information....................................................... 1
Incorporation of Certain Information by Reference........................... 1
The Company................................................................. 3
Use of Proceeds............................................................. 4
Certain Ratios.............................................................. 5
Supervision, Regulation and Other Matters................................... 5
Description of Debt Securities.............................................. 10
Description of Preferred Stock.............................................. 17
Description of Common Stock................................................. 20
Plan of Distribution........................................................ 26
Validity of Securities...................................................... 26
Experts..................................................................... 27
i
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about the Notes in two separate documents that
progressively provide more detail: (a) the accompanying Prospectus, which
provides general information, some of which may not apply to the Notes, and (b)
this Prospectus Supplement, which describes the specific terms of the Notes.
If information in this Prospectus Supplement is inconsistent with the
Prospectus, you should rely on this Prospectus Supplement.
It is important for you to read and consider all information contained in
this Prospectus Supplement and the attached Prospectus and pricing supplement
in making your investment decision. You should also read and consider the
information in the documents we have referred you to in "Where You Can Find
More Information" on page S-8.
If we use a capitalized term in this Prospectus Supplement and do not define
the term in this document, it is defined in the Prospectus.
THE COMPANY
Capital One Financial Corporation is a holding company, incorporated in
Delaware on July 21, 1994, whose subsidiaries provide a variety of products and
services to consumers using its proprietary information-based strategy ("IBS").
The Company's principal subsidiary, Capital One Bank (the "Bank"), a limited
purpose Virginia state chartered credit card bank, offers credit card products.
Capital One, F.S.B. (the "Savings Bank"), a federally chartered savings bank,
offers consumer lending and deposit products. The Company's common stock is
listed on the New York Stock Exchange under the symbol "COF" and is included in
the Standard Poor's 500 Index. The Company's principal executive office is
located at 2980 Fairview Park Drive, Suite 1300, Falls Church, Virginia 22042-
4525 (telephone number: (703) 205-1000).
The Company commenced operations in 1953, the same year as the formation of
what is now MasterCard International, and is one of the oldest continually
operating bank card issuers in the United States. The Company is one of the
largest issuers of MasterCard(R)* and Visa(R)* credit cards in the world. The
growth in managed consumer loans and accounts has been due largely to industry
dynamics and the success of the Company's IBS initiated in 1988. As of March
31, 1999, the Company had total assets of $10.2 billion, total liabilities of
$8.7 billion and total stockholders equity of $1.3 billion.
RECENT DEVELOPMENTS
First Quarter Results
The Company announced its first quarter earnings results for 1999 on April
15, 1999. The Company's net income for the three months ended March 31, 1999
was $82.4 million, or $1.18 per share, compared to net income of $72.7 million,
or $1.04 per share, for the fourth quarter of 1998 and $65.7 million, or $.96
per share, for the comparable period in 1998. Earnings per share amounts are
reported on a diluted basis. During the first quarter of 1999, the Company's
managed consumer loan balances increased by $49 million to $17.4 billion, and
the Company added 1.3 million net new accounts, bringing total accounts to 18.0
million.
The managed net interest margin was 10.59 percent in the first quarter of
1999, an increase from 9.48 percent in the fourth quarter of 1998 and an
increase from 10.40 percent in the first quarter of 1998. Managed non-interest
income increased $29.7 million compared to the fourth quarter of 1998 and
$136.9 million compared to the first quarter of 1998. First quarter 1999
revenue, defined as managed net interest income and non-interest income, rose
to $873 million, as compared to $771 million in the fourth quarter of 1998 and
$637 million in the first quarter of 1998. This growth reflects increased fees
(including annual membership, interchange and overlimit fees) on the Company's
customized products and strategic cross-sell initiatives.
The Company's managed net charge-off rate decreased to 3.93% for the first
quarter of 1999, compared to 4.51% for the fourth quarter of 1998 and 6.04% for
the comparable period in the prior year. This decline
- ---------------------
* MasterCard and Visa are registered trademarks of MasterCard International
Incorporated and VISA USA, Inc., respectively.
S-1
<PAGE>
represented the sixth consecutive quarter of decreased net charge-off rates and
is the lowest in the past three years. The Company's managed delinquency rate
(30+ days) decreased to 4.56 percent as of March 31, 1999, compared with 4.70
percent as of December 31, 1998 and 5.75 percent as of March 31, 1998
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data for the
Company as of the dates or for the periods indicated. This information should
be read in conjunction with, and is qualified in its entirety by reference to,
the detailed information and financial statements included in the documents
incorporated herein by reference. See "Where You Can Find More Information" on
page S-8.
The Company periodically securitizes and sells consumer loan receivables to
provide funds for operations and to improve liquidity. The effect of these
transactions is to remove these consumer loans from the Company's balance
sheet. The Company records gains or losses on the securitization of consumer
loan receivables based on the estimated fair value of the assets sold and
retained and liabilities incurred in the sale. The information in the following
table under "Managed Loan Data" includes receivables sold in credit card
securitization transactions and the Company's on-balance sheet loan portfolio.
<TABLE>
<CAPTION>
At or for
the Three
Months At or for the Year
Ended March 31, Ended December 31,
---------------- -------------------------
1999 1998 1998 1997 1996
------- ------- ------- ------- -------
(Dollars in millions except per share
amounts)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Interest income.................. $ 353 $ 258 $ 1,112 $ 718 $ 660
Interest expense................. 120 93 417 335 295
------- ------- ------- ------- -------
Net interest income.............. 233 165 695 383 365
Provision for loan losses........ 75 86 267 263 167
------- ------- ------- ------- -------
Net interest income after
provision for loan losses....... 158 79 428 120 198
Non-interest income.............. 525 316 1,488 1,069 763
Non-interest expense............. 550 289 1,472 884 713
------- ------- ------- ------- -------
Income before income taxes....... 133 106 444 305 248
Income taxes..................... 51 40 169 116 93
------- ------- ------- ------- -------
Net income....................... $ 82 $ 66 $ 275 $ 189 $ 155
======= ======= ======= ======= =======
Diluted earnings per share....... $ 1.18 $ .96 $ 3.96 $ 2.80 $ 2.32
Dividends paid per share......... .08 .08 .32 .32 .32
Balance Sheet Statistics (period-
end):
Consumer loans................... $ 7,246 $ 4,748 $ 6,157 $ 4,862 $ 4,344
Allowance for loan losses........ (251) (213) (231) (183) (119)
Cash and cash equivalents........ 47 142 300 238 529
Securities available for sale.... 1,770 1,513 1,797 1,243 878
Total assets..................... 10,152 7,224 9,419 7,078 6,467
Deposits......................... 2,204 1,161 2,000 1,314 943
Other borrowings................. 5,781 4,488 5,384 4,429 4,525
Stockholder's equity............. 1,319 988 1,270 893 740
</TABLE>
S-2
<PAGE>
<TABLE>
<CAPTION>
At or for
the Three
Months At or for the Year
Ended March 31, Ended December 31,
---------------- -------------------------
(Dollars in millions except per share
amounts)
<S> <C> <C> <C> <C> <C>
Managed Loan Data:
Total loans (average)............ $17,436 $14,097 $15,210 $13,007 $11,268
Interest income.................. 746 615 2,584 2,046 1,663
Period-end loans................. 17,444 14,002 17,395 14,231 12,803
Total accounts (000's) (period-
end)............................ 18,022 12,674 16,706 11,747 8,586
Yield............................ 17.11% 17.45% 16.99% 15.73% 14.76%
Delinquency rate (1)(2).......... 4.56 5.75 4.70 6.20 6.24
Net charge-off rate (1)(3)....... 3.93 6.04 5.33 6.59 4.24
Selected Financial Ratios:
Return on average equity......... 25.32% 27.66% 25.30% 2.98% 22.94%
Return on average assets......... 1.59 1.56 3.30 2.88 2.79
Net interest margin--managed..... 10.59 10.40 9.95 8.86 8.16
Ratio of earnings to fixed
charges (including interest on
deposits)....................... 2.08 2.11 2.04 1.89 1.83
Ratio of earnings to fixed
charges (excluding interest on
deposits)....................... 2.34 2.30 2.24 2.01 2.02
Company Consolidated Capital
Ratios(4):
Capital to managed assets........ 6.98% 6.59% 6.64% 6.03% 4.96%
</TABLE>
- --------
(1) In the fourth quarter of 1997, the Company modified its methodology for
charging off credit card loans (net of any collateral) to 180 days past-
due, from the prior practice of charging off loans during the next billing
cycle after becoming 180 days past-due. At this time the Company also
recognized the estimated uncollected portion of finance charge and fee
income receivables, which decreased loans and pre-tax income. The
delinquency rate, without the modification in charge-off policy and finance
charge and fee income recognition, would have been 6.97%. The net charge-
off rate, without the modification in charge-off policy, would have been
6.22%.
(2) Delinquencies represent loans which were 30 days or more past-due at period
end as a percentage of managed receivables.
(3) Net charge-offs reflect actual principal amounts charged off less
recoveries as a percentage of average receivables for the period.
(4) The Bank and the Savings Bank had the following capital ratios in 1998,
1997 and 1996:
<TABLE>
<CAPTION>
Bank Savings Bank
------------------- -------------------
1998 1997 1996 1998 1997 1996
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Tier 1 risk-based capital ratio....... 11.38% 10.49% 11.61% 9.46% 11.26% 9.18%
Total risk-based capital ratio........ 13.88 13.26 12.87 13.87 17.91 16.29
Tier 1 leverage ratio................. 10.24 10.75 9.04 9.46 11.26 9.18
</TABLE>
S-3
<PAGE>
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Notes for
general corporate purposes, which may include possible acquisitions,
investments in securities and the purchase of real property for use in the
Company's business and the reduction of debt of, and investments in, or
extensions of credit to, the Company's subsidiaries.
CAPITALIZATION
The following table sets forth the consolidated capitalization of the Company
and its subsidiaries at March 31, 1999 and as adjusted as of such date to give
effect to the issuance of the Notes offered hereby, after deduction of
underwriting discounts and estimated expenses of the offering and the
application of the net proceeds therefrom. This table should be read in
conjunction with the Company's consolidated financial statements and the notes
thereto incorporated by reference herein. See "Where You Can Find More
Information" on page S-7.
<TABLE>
<CAPTION>
March 31, 1999
----------------------
As
Actual Adjusted
---------- ----------
(in thousands)
<S> <C> <C>
Debt:
Interest-bearing deposits.............................. $2,204,162 $2,204,162
Other borrowings....................................... 1,171,440 1,171,440
Senior notes........................................... 4,610,049 4,610,049
Notes offered hereby................................... -- 225,000
---------- ----------
Total debt(1).......................................... 7,985,651 8,210,651
---------- ----------
Guaranteed preferred beneficial interests in Capital
One Bank's floating rate junior subordinated capital
income securities..................................... 97,984 97,984
Stockholders' Equity:
Common stock, par value $.01 per share; authorized
300,000,000 shares, 66,556,792 issued................. 666 666
Paid-in capital, net................................... 606,929 606,929
Retained earnings...................................... 757,084 757,084
Cumulative other comprehensive income.................. 22,541 22,541
Less: Treasury stock, at cost, 801,412 shares.......... (68,008) (68,008)
---------- ----------
Total stockholders' equity............................. 1,319,212 1,319,212
---------- ----------
Total capitalization................................... $9,402,847 $9,627,847
========== ==========
</TABLE>
- --------
(1) The Company obtains funding from a number of sources. As of March 31, 1999,
these sources included securitizations, wholesale deposits in amounts of
$100,000 or more, overnight and term federal funds borrowings, medium-term
bank notes and bank deposit notes, retail deposits and stockholders'
equity.
S-4
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered hereby
supplements, and to the extent inconsistent therewith modifies, the description
of the general terms and provisions of Senior Debt Securities set forth in the
accompanying Prospectus, to which description reference is hereby made. The
following description is qualified in its entirety by reference to the
provisions of the Senior Indenture (as defined below). Capitalized terms not
defined herein have the meanings assigned to such terms in the accompanying
Prospectus or in the Senior Indenture.
General
The Notes offered hereby constitute a series of Senior Debt Securities
described in the accompanying Prospectus to be issued under the Indenture,
dated as of November 1, 1996 (the "Senior Indenture"), between the Company and
Harris Trust and Savings Bank, as Trustee (the "Senior Trustee"). The Notes
will be limited to $225,000,000 aggregate principal amount, will be direct,
unsecured obligations of the Company and will mature on May 1, 2006.
The Notes will bear interest at the rate per annum shown on the cover page of
this Prospectus Supplement, payable semiannually in arrears on each May 1 and
November 1, beginning November 1, 1999, to the persons in whose names the Notes
are registered at the close of business on the April 15 or October 15, as the
case may be, next preceding such May 1 and November 1.
The Notes do not provide for any sinking fund and may not be redeemed prior
to maturity.
Book Entry Form
The Notes will be issued in the form of one or more fully registered
permanent Global Securities registered in the name of a nominee of the
Depositary as described under "Description of Debt Securities--Global Debt
Securities" in the accompanying Prospectus. The Depositary has advised the
Company as follows: it is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. The Depositary holds securities
that its participants ("Participants") deposit with it. The Depositary also
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. The Depositary is owned by a
number of its direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the Depositary's system is also available to others
such as securities brokers and dealers, and banks and trust companies that
clear through or maintain a custodial relationship with a direct Participant,
either directly or indirectly. The rules applicable to the Depositary and its
Participants are on file with the Securities and Exchange Commission.
Upon the issuance of the Global Securities evidencing the Notes, the
Depository will credit, on its book entry registration and transfer system, the
respective principal amounts of the Notes evidenced thereby to the accounts of
Participants. The accounts to be credited shall be designated by the
Underwriters. Ownership of beneficial interests in the Global Securities will
be limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in the Global Securities will
be shown on, and the transfer of those ownership interests may be effected only
through, records maintained by the Depositary or its nominee (with respect to
Participants) and the records of Participants (with respect to persons who hold
their interests through Participants). The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such laws may impair the ability of Holders to transfer
beneficial interests in the Notes to certain purchasers.
S-5
<PAGE>
So long as the Depositary, or its nominee, is the registered holder of the
Global Securities, the Depositary or its nominee will be considered the sole
owner or holder of the Notes represented by such Global Securities for all
purposes under the Senior Indenture. Except as set forth below, owners of
beneficial interests in the Global Securities will not be entitled to have
Notes represented by such Global Securities registered in their names, will not
receive or be entitled to receive physical delivery of Notes in definitive
form, and will not be considered the owners or holders thereof for any purpose
under the Senior Indenture. Accordingly, each person owning a beneficial
interest in the Global Securities must rely on the procedures of the Depositary
and, if such person is not a Participant, on the procedures of the Participant
through which such person owns its interest, to exercise any rights of a Holder
under the Senior Indenture. Under existing industry practices, in the event
that the Company requests any action of Holders or that an owner of a
beneficial interest in the Global Securities desires to give any consent or
take any action under the Senior Indenture, the Depositary would authorize the
Participants holding the relevant beneficial interests to give or take such
action or consent, and such Participants would authorize beneficial owners
owning through such Participants to give or take such action or consent or
would otherwise act upon the instructions of beneficial owners owning through
them.
Payment of principal and interest on Notes registered in the name of or held
by the Depositary or its nominee will be made to the Depositary or its nominee,
as the case may be, as registered holder of the Global Securities representing
the Notes. None of the Company, the Senior Trustee, any Paying Agent nor the
Security Registrar for the Notes will have any responsibility or liability for
any aspect of the records relating to, or payments made on account of,
beneficial ownership interests in the Global Securities or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company has been advised by the Depositary that upon receipt of any
payment of principal or interest in respect of the Global Securities, the
Depositary will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the Global Securities as shown on the records of the Depositary or its
nominee. Payments by Participants to owners of beneficial interests in the
Global Securities held through such Participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name",
and will be the responsibility of such Participants.
If the Depositary is at any time unwilling, unable or ineligible to continue
as depositary and a successor depositary is not appointed by the Company within
90 days, or an Event of Default has occurred and is continuing, the Company
will issue Notes in definitive form in exchange for such Global Securities. In
addition, the Company may at any time and in its sole discretion determine not
to have the Notes represented by the Global Securities and, in such event, will
issue Notes in definitive form in exchange for the Global Securities.
Defeasance and Discharge
The defeasance provisions of the Senior Indenture described under
"Description of Debt Securities--Defeasance and Covenant Defeasance" in the
accompanying Prospectus will apply to the Notes.
Same-Day Settlement and Payment
Settlement by purchasers of the Notes will be made in immediately available
funds. All payments by the Company to the Depositary of principal and interest
will be made in immediately available funds.
So long as any Notes are represented by Global Securities registered in the
name of the Depositary or its nominee, such Notes will trade in the
Depositary's Same-Day Funds Settlement System and secondary market trading in
such Notes will therefore be required by the Depositary to settle in
immediately available funds. No assurance can be given as to the effect, if
any, of settlement in immediately available funds on trading activity in the
Notes.
Trustee
Harris Trust and Savings Bank will serve as the Senior Trustee with respect
to the Notes.
S-6
<PAGE>
UNDERWRITING
We and the Underwriters have entered into an Underwriting Agreement relating
to the offering and sale of the Notes (the "Underwriting Agreement"). In the
Underwriting Agreement, we have agreed to sell to each Underwriter, and each
Underwriter has agreed to purchase from us, the principal amount of Notes that
appears opposite its name in the table below:
<TABLE>
<CAPTION>
Principal
Amount
Underwriter ------------
<S> <C>
Chase Securities Inc......................................... $140,625,000
Donaldson, Lufkin & Jenrette Securities Corporation.......... 28,125,000
J.P. Morgan Securities Inc................................... 28,125,000
Salomon Smith Barney Inc..................................... 28,125,000
------------
Total........................................................ $225,000,000
============
</TABLE>
The obligations of the Underwriters under the Underwriting Agreement,
including their agreement to purchase Notes from us, are several and not joint.
Those obligations are also subject to certain conditions in the Underwriting
Agreement being satisfied. The Underwriters have agreed to purchase all of the
Notes if any of them are purchased.
The Underwriters have advised us that they propose to offer the Notes to the
public from time to time in negotiated transactions at prices based upon
prevailing market prices at the time of sale. In connection with the sale of
any Notes, the Underwriters may be deemed to have received compensation from us
equal to the difference between the amount received by the Underwriters in such
sale and the price at which the Underwriters purchased the Notes from us. In
addition, the Underwriters may sell Notes to or through certain dealers, and
those dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriters or from any purchasers of
Notes for whom they may act as agent (which may be in excess of customary
compensation).
In the Underwriting Agreement, we have agreed that:
. we will pay our expenses related to offering the Notes, which we estimate
will be $150,000; and
. we will indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933.
The Notes are a new issue of securities, and there is currently no
established trading market for the Notes. In addition, we do not intend to
apply for the Notes to be listed on any securities exchange or to arrange for
the Notes to be quoted on any quotation system. The Underwriters have advised
us that they intend to make a market in the Notes, but they are not obligated
to do so. The Underwriters may discontinue any market making in the Notes at
any time in their sole discretion. Accordingly, we cannot assure you that a
liquid trading market will develop for the Notes, that you will be able to sell
your Notes at a particular time or that the prices that you receive when you
sell will be favorable.
In connection with the offering of the Notes, the Underwriters may engage in
overallotment and syndicate covering transactions in accordance with Regulation
M under the Securities Exchange Act of 1934. Overallotment involves sales in
excess of the offering size, which creates a short position for the
Underwriters. Syndicate covering transactions involve purchases of the Notes in
the open market after the distribution has been completed in order to cover
short positions. Syndicate covering transactions may cause the price of the
Notes to be higher than it would otherwise be in the absence of those
transactions. If the Underwriters engage in syndicate covering transactions,
they may discontinue them at any time.
In the ordinary course of their respective businesses, affiliates of certain
of the Underwriters have engaged and may in the future engage in commercial
banking and investment banking transactions with the Company.
S-7
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
This Prospectus Supplement and the Prospectus are part of a Registration
Statement we have filed with the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933 with respect to the Notes being offered by
this Prospectus (the "Registration Statement"). The Registration Statement,
including the attached exhibits and schedules, contains additional relevant
information about us and the securities described in the Prospectus and the
Prospectus Supplement. The SEC's rules and regulations allow us to omit certain
information included in the Registration Statement from the Prospectus and this
Prospectus Supplement. The Registration Statement may be inspected by anyone
without charge at the SEC's principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549.
In addition, we file reports, proxy statements and other information with the
SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following SEC locations:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661-2551
</TABLE>
You may also obtain copies of this information by mail from the SEC's Public
Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
rates determined by the SEC. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-732-0330.
You can also inspect reports, proxy statements and other information that we
have filed electronically with the SEC at the SEC's web site at
http://www.sec.gov. These documents can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information into the
Prospectus and this Prospectus Supplement. This means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is
considered to be a part of the Prospectus and this Prospectus Supplement,
except for any information that is superseded by information that is included
directly in this document.
This Prospectus Supplement incorporates by reference the documents listed
below that we have previously filed with the SEC. They contain important
information about us and our financial condition.
<TABLE>
<S> <C>
Company Filings Period
Annual Report on Form 10-K Year ended December 31, 1998
Current Reports on Form 8-K Filed: January 19, 1999
April 15, 1999
</TABLE>
We also incorporate by reference additional documents that we may file with
the SEC after the date of this Prospectus Supplement. These documents include
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.
S-8
<PAGE>
Documents incorporated by reference are available from us without charge,
excluding any exhibits to those documents unless the exhibit is specifically
incorporated by reference as an exhibit in this Prospectus Supplement. You can
obtain documents incorporated by reference in this Prospectus Supplement by
requesting them in writing or by telephone from us at the following address:
Capital One Financial Corporation
Investor Relations Department
2980 Fairview Park Drive
Falls Church, Virginia 22042
Telephone: (703) 205-1000
VALIDITY OF NOTES
The validity of the Notes will be passed upon for the Company by John G.
Finneran, Jr., Esq., Senior Vice President, General Counsel and Corporate
Secretary of the Company, and for the Underwriters by Simpson Thacher &
Bartlett, New York, New York. As of March 31, 1999, Mr. Finneran owned
approximately 6,357 shares of Common Stock of the Company and held options to
purchase 112,857 shares of Common Stock issued under the Company's 1994 Stock
Incentive Plan.
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