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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 30, 1999
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(Date of earliest event reported)
Capital One Financial Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-13300 54-1719854
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(State of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
2980 Fairview Park Drive
Suite 1300
Falls Church, Virginia 22042
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 205-1000
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Item 5. Other Events.
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See attached press release.
Item. 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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99.1. Press Release of the Company dated April 30, 1999.
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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: April 30, 1999 By: /s/ John G. Finneran, Jr.
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John G. Finneran, Jr.
Senior Vice President, General
Counsel & Corporate Secretary
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EXHIBIT INDEX
99.1 Press Release of the Company dated April 30, 1999.
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Exhibit 99.1
[CAPITAL ONE LOGO]
CAPITAL ONE FINANCIAL CORPORATION
2980 Fairview Park Drive
Suite 1400
Falls Church, VA 22042-4525
April 30, 1999 Contact: Paul Paquin Sam Wang
V.P., Investor Dir., Media
Relations Relations
(703) 205-1039 (703) 205-1180
Capital One Announces 3-for-1 Stock Split,
New Entrepreneurial Compensation Program and
17th Consecutive Quarterly Dividend
Falls Church, Va., (April 30, 1999) -- The Board of Directors of Capital One
Financial Corporation (NYSE: COF) yesterday approved a three-for-one stock split
of the company's common stock and approved a new entrepreneurial compensation
program. "The stock split and other Board actions reflect the tremendous
performance of the company and its stock price over the past few years," said
Richard D. Fairbank, Capital One's Chairman and Chief Executive Officer. "We
hope the stock split will make stock ownership more accessible to a broader
group of stockholders - including Capital One associates - and enhance our
recruiting efforts."
The three-for-one stock split will be in the form of a 200 percent stock
distribution, or two-share stock dividend, to be distributed on June 1, 1999, to
stockholders of record on May 20, 1999. The split will increase the outstanding
number of Capital One shares from approximately 65 million to 195 million. The
company's Preferred Stock purchase rights under the November 16, 1995 Rights
Agreement will be adjusted to reflect the stock split.
In addition, the company approved a change to its Shareholder Rights Plan
to adjust the exercise price of the Rights to reflect the current stock price.
Under the Rights Plan, if any person or group acquires beneficial ownership of
15 percent of the company's common stock, holders of Rights (other than the 15
percent holder) will be
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entitled to buy the company's stock with a market value of $1,200 for $600
(before adjusted to reflect the stock split).
Also at yesterday's meeting, the Board of Directors approved a special
stock option program, known as EntrepreneurGrant. This entrepreneurial
compensation program reflects the company's continued commitment to aligning the
interests of senior management with that of stockholders. With this latest
EntrepreneurGrant program, the company's two top executives have given up all
remaining compensation through the year 2001. Mr. Fairbank and Nigel Morris,
President and Chief Operating Officer, gave up one additional year's salary and
two additional years of annual cash incentive, annual option grants, and Senior
Executive Retirement Plan (SERP) contributions, in exchange for a one-time
option grant. These are performance-based options that vest early if the stock
price reaches $300 at anytime on or before June 15, 2002, and in any case, in
nine years or upon a change of control, regardless of the stock price. Mr.
Fairbank will receive an option to purchase 376,887 shares and Mr. Morris will
receive an option to purchase 251,258 shares of the company's common stock.
The company's senior managers (141, excluding Messrs. Fairbank and Morris)
are also able to participate in this program, by electing to give up all annual
stock option grants for the next two years, in exchange for the
EntrepreneurGrant. These options are subject to the same vesting conditions as
described above.
To meet the accelerated performance-based target, the stock price must be
at or above the $300 target on at least ten trading days in any thirty calendar-
day period. Executives will have until June 15, 1999 to make their elections.
The purchase price for all the shares under these option grants is $169 3/8 per
share, based on the average of the high and low of the company's common stock on
April 29, 1999. The performance target, the purchase price and number of shares
will be adjusted to reflect the stock split.
Capital One also announced a quarterly dividend of $.08 per share payable
May 20, 1999, to stockholders of record as of May 13, 1999. The dividend will be
paid prior to the split. This is the company's seventeenth consecutive quarterly
dividend since it became an independent company on February 28, 1995. Dividends
declared by the company are eligible for direct reinvestment in the company's
common
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stock under its Dividend Reinvestment and Stock Purchase Plan. For additional
plan information, stockholders should contact First Chicago Trust Company of New
York at (800) 446-2617.
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 18.0 million customers and $17.4 billion in
managed loans outstanding as of March 31, 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. Capital One recently ranked #41 in Fortune's list of "Best Companies
to Work For" and #15 best performer in Business Week's rating of the S&P 500.
