CAPITAL ONE FINANCIAL CORP
8-K, 1999-10-29
PERSONAL CREDIT INSTITUTIONS
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                       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


                                October 27, 1999
                        ---------------------------------
                        (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.
         ------------

         (a)      See attached press release.


         (b)      Cautionary Factors

     The  attached  press  release  contains  forward-looking  statements  which
involve a number of risks and  uncertainties.  The Company cautions readers that
any  forward-looking  information is not a guarantee of future  performance  and
that  actual  results  could  differ  materially  from  those  contained  in the
forward-looking  information as a result of various factors  including,  but not
limited to, the following: continued intense competition from numerous providers
of products  and services  which  compete with the  Company's  businesses;  with
respect to financial  and other  products,  changes in the  Company's  aggregate
accounts or  consumer  loan  balances  and the growth  rate  thereof,  including
changes  resulting from factors such as shifting  product mix,  amount of actual
marketing  expenses  made by the Company  and  attrition  of  accounts  and loan
balances;  an increase in credit losses (including  increases due to a worsening
of general  economic  conditions);  the  ability of the  Company to  continue to
securitize  its credit  cards and  consumer  loans and to  otherwise  access the
capital markets at attractive  rates and terms to fund its operations and future
growth;  difficulties  or delays in the  development,  production,  testing  and
marketing of new products or services;  losses  associated  with new products or
services or expansion  internationally;  financial,  legal,  regulatory or other
difficulties  that may affect  investment in, or the overall  performance  of, a
product or business,  including changes in existing laws to regulate further the
credit card and consumer loan industry and the financial services  industry,  in
general; the amount of, and rate of growth in, the Company's expenses (including
salaries  and  associate  benefits  and  marketing  expenses)  as the  Company's
business  develops  or  changes  or as it expands  into new  market  areas;  the
availability  of capital  necessary to fund the  Company's new  businesses;  the
ability  of  the   Company   to  build  the   operational   and   organizational
infrastructure   necessary   to   engage   in  new   businesses   or  to  expand
internationally;  the ability of the Company to recruit experienced personnel to
assist in the  management  and  operations  of new  products and  services;  the
ability of the Company  and its  suppliers  to  successfully  address  Year 2000
compliance  issues;  and other factors listed from time to time in the Company's
SEC reports,  including,  but not limited to, the Annual Report on Form 10-K for
the year ended December 31, 1998 (Part I, Item 1, Risk Factors).



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         ------------------------------------------------------------------

        99.1.     Press Release of the Company dated October 27, 1999.

<PAGE>

                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has duly  caused  this  Current  Report on Form 8-K to be signed on its
behalf by the undersigned, thereto duly authorized.

                                          CAPITAL ONE FINANCIAL CORPORATION

Dated:  October 29, 1999            By:   /s/ John G. Finneran, Jr.
                                          --------------------------------------
                                          John G. Finneran, Jr.
                                          Senior Vice President, General Counsel
                                          and Corporate Secretary

<PAGE>


                                  EXHIBIT INDEX




         99.1     Press Release of the Company dated October 27, 1999.


<PAGE>


                                  Exhibit 99.1


<PAGE>
[LOGO OF CAPITAL ONE APPEARS HERE]


                  Contact:      Paul Paquin                Sam Wang
October 27, 1999                VP, Investor Relations     Dir., Media Relations
                                703-205-1039               703-289-6809

           Capital One Expects 2000 Earnings to Increase by 30 Percent

Falls Church, Va. (October 27, 1999) - Capital One Financial  Corporation (NYSE:
COF) today announced it expects  earnings for the year ending December 31, 2000,
to  increase  by 30 percent  over 1999.  This is above the  Company's  long-term
objective of 20 percent annual earnings growth.

     "Our  expectations  for 2000  represent the sixth straight year of earnings
growth in excess of our 20 percent  target," said Richard D.  Fairbank,  Capital
One's Chairman and Chief  Executive  Officer,  in announcing this 2000 goal. "We
have surpassed our target every year since our IPO in 1994."

     The Company  cautioned,  however,  that its current  expectations  for 2000
earnings  are  forward-looking   statements  and  actual  results  could  differ
materially  from  current  expectations  due to a number of  factors  including:
continued intense competition in the credit card industry; the Company's ability
to  access  the  capital  markets  at  attractive  rates  and  terms to fund its
operations and future growth; and general economic conditions affecting consumer
income  and  spending,  which may affect  consumer  bankruptcies,  defaults  and
delinquencies.  A discussion  of these and other factors can be found in Capital
One's reports filed with the Securities and Exchange Commission,  including, but
not limited to, the Annual  Report on Form 10-K for the year ended  December 31,
1998 (Part I, Item 1, Cautionary Statements).

     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 and deposit  products.
Capital One's  subsidiaries  collectively  had 20.8 million  customers and $18.5
billion in managed loans outstanding as of September 30, 1999, 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.

                                       ###




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