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Filed pursuant to Rule 424(b)(5)
Registration No. 33-9748
[LOGO OF CAPITAL ONE APPEARS HERE]
2980 Fairview Park Drive
Falls Church, Virginia 22042
(703) 205-1000
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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January 21, 1999
To the holders of Capital One Financial Corporation common stock:
We are pleased to send you this Prospectus describing our Dividend
Reinvestment and Stock Purchase Plan, in effect beginning January 21, 1999.
We have made certain changes to our Plan to simplify its administration.
What We Are Changing About the Plan
. Your purchase price for newly issued shares will be the average
of the high and low trading prices of Capital One's common stock
on the day of purchase. Previously, the purchase price was the
average trading price of Capital One's common stock's over the
twelve trading days prior to purchase.
. The purchase price calculation will be rounded to three, instead
of the previous seven, decimal places.
. Any optional cash investment received by the Plan administrator
at least one business day prior to an investment date will be
invested on such investment date. Previously, the Plan
administrator had to receive your optional cash investment
twelve business days prior to an investment date.
. You may elect to receive cash dividends in the usual manner on
either all or part of the shares of Capital One's common stock
registered in your name and held by the Plan administrator.
Previously, dividends from shares purchased through dividend
reinvestment or optional cash investment could only be
reinvested.
If you are currently enrolled in the Plan and want to maintain your current
level of enrollment, you do not need to take any action now. If you are a
registered holder not currently enrolled in the Plan and wish to join the
Plan, please complete and sign the enclosed Enrollment Authorization Form and
return it to First Chicago Trust Company of New York, the administrator of the
Plan. If you would like to change or terminate your participation in the Plan,
please contact the Plan administrator.
If you hold your shares of Capital One common stock through a broker, bank
or other nominee, no Enrollment Authorization Form is enclosed. Please see
questions 5 and 6 and contact your broker or bank for instructions on how you
may participate or change your participation in the Plan.
Thank you for your continued interest in Capital One.
On behalf of the Board of Directors,
/s/ RICHARD D. FAIRBANK
Richard D. Fairbank
Chairman and Chief Executive Officer
Capital One Financial Corporation
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[LOGO OF CAPITAL ONE APPEARS HERE]
2,500,000 Shares
Common Stock, Par Value $.01 Per Share
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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To the holders of Capital One Financial Corporation common stock:
We are pleased to send you this Prospectus describing our Dividend
Reinvestment and Stock Purchase Plan, in effect beginning January 21, 1999.
The Plan provides you with a simple and convenient method to purchase
additional shares of Capital One common stock.
Significant Plan Features
. Automatically reinvest your cash dividends to purchase
additional shares of Capital One common stock.
. Purchase additional shares through monthly optional cash
investments of $50 to $5000. We may permit greater optional cash
investments.
. No brokerage commissions or service charges for purchases under
the Plan.
. Participate if you hold shares in either your name or in broker
or nominee name.
. Receive monthly statements of your account to simplify your
recordkeeping.
This Prospectus contains complete information in an easy-to-read, question-
and-answer format, and we urge you to read it carefully. You should keep this
Prospectus for future reference.
Your participation is entirely voluntary, and you may begin or terminate
your participation at any time.
Capital One Financial Corporation's common stock is listed on the New York
Stock Exchange under the symbol "COFC".
Thank you for your continued interest in Capital One.
On behalf of the Board of Directors,
/s/ RICHARD D. FAIRBANK
Richard D. Fairbank
Neither the Securities and Chairman and Chief Executive Officer
Exchange Commission nor any state Capital One Financial Corporation
securities commission has 2980 Fairview Park Drive
approved these securities or Falls Church, Virginia 22042
determined that this Prospectus (703) 205-1000
is accurate or complete. Any
representation to the contrary is
a criminal offense.
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The date of this Prospectus is January 21, 1999
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DESCRIPTION OF THE PLAN
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide Capital One shareholders with
a convenient and economic method of investing cash dividends or making
optional cash investments in additional shares of Capital One common stock
without payment of any brokerage commissions or service charges in connection
with purchases. In addition, purchases of shares directly from Capital One
pursuant to the Plan will provide Capital One with additional capital for
general corporate purposes.
PARTICIPATION OPTIONS
2. What options are available under the Plan?
If you are a registered holder or a beneficial owner of Capital One common
stock and elect to participate in the Plan (a "Participant"), you may have
cash dividends on all or a portion of your shares automatically reinvested in
Capital One common stock. If you wish, you may also make optional cash
investments to purchase Capital One common stock, subject to a minimum
investment of $50 per month and a maximum investment of $5,000 per month.
Capital One may permit greater optional cash investments. See Question 13. You
may make optional cash investments even if you do not elect to reinvest
dividends on your shares of common stock under the Plan.
ADVANTAGES AND DISADVANTAGES
3. What are the advantages and disadvantages of the Plan?
The primary advantages of the Plan are:
. You may have the cash dividends on all or a portion of your Capital One
common stock automatically reinvested in additional shares of Capital
One common stock.
. You may invest in additional shares of Capital One common stock by
making optional cash investments, subject to an individual minimum limit
of $50 per month and an individual maximum limit of $5,000 per month.
. Optional cash investments in excess of $5,000 per month may be made with
the permission of Capital One at a discount which will be from 0% to 3%.
. You pay no brokerage commissions or service charges in connection with
your purchases under the Plan. See Question 24.
. Your reinvested cash dividends and optional cash investments will be
fully invested because the Plan provides for fractional shares to be
credited to your account. Additionally, dividends on such fractional
shares, as well as whole shares held under the Plan, will be
automatically reinvested in additional shares and credited to your Plan
account.
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. You will avoid cumbersome safekeeping of stock certificates for Plan
shares credited to your account and you may also deposit shares held by
you and registered in your name, thereby avoiding the need for
safekeeping of certificates.
. Periodic statements reflecting all current activity, including shares
purchased and latest Plan account balance, will simplify your
recordkeeping.
The primary disadvantages of the Plan are:
. Because the date by which the Plan administrator must receive your
optional cash investment is prior to the Investment Date (as defined
herein) for such investments, your investments may be exposed to changes
in market conditions. See Question 12.
. The Purchase Price (as defined herein) for shares under the Plan may
exceed the price of acquiring shares of Capital One common stock
(including transaction costs) on the open market at any particular time
on the related Investment Date. See Questions 9 and 11.
. No interest will be paid on funds held by the administrator of the Plan
pending investment. See Question 12.
ADMINISTRATION
4. Who will administer the Plan?
The Plan will be administered by First Chicago Trust Company of New York or
such successor administrator as Capital One may designate ("FCTC" or the
"Administrator"). The Administrator acts as agent for Participants, keeps
records of Participants' accounts, sends regular account statements to
Participants, and performs other duties relating to the Plan. Shares purchased
for each Participant under the Plan will be held by the Administrator and will
be registered in the name of the Administrator or its nominee on behalf of the
Participants, unless and until a Participant requests that a stock certificate
for his or her shares be issued, as more fully described in Question 16. FCTC
also serves as dividend disbursement agent, transfer agent, and registrar for
Capital One's common stock. Correspondence concerning the Plan should be sent
to:
First Chicago Trust Company of New York
Capital One Dividend Reinvestment and Stock Purchase Plan
P.O. Box 2598
Jersey City, New Jersey 07303-2598
Voluntary cash investments of checks or money orders should be mailed to:
First Chicago Trust Company of New York
Dividend Reinvestment Plans
P.O. Box 13531
Newark, New Jersey 07188-0001
or, if using overnight courier service:
First Chicago Trust Company of New York
Dividend Reinvestment Plans
525 Washington Boulevard
Jersey City, New Jersey 07303-2598
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Please indicate Capital One and your account number in all correspondence.
For general questions about the Plan, the sale of Plan shares and issuance
of stock certificates, you may contact FCTC at 1-800-446-2617.
An automated phone system is available 24 hours a day, 7 days a week.
Customer service representatives are available from 8:30 a.m. to 7:00 p.m.
Eastern time each business day.
TDD: 1-201-222-4955 Telecommunications Device for the hearing impaired.
Foreign Language Translation Service for more than 140 languages is
available.
E-Mail: FCTC's E-mail address is "fctc [email protected]"
FCTC's internet address is "http://www.fctc.com". Messages sent via FCTC's
site on the internet will be responded to within one business day.
If you wish to contact the Company directly, you may write or call:
Capital One Financial Corporation
Investor Relations Department
2980 Fairview Park Drive
Suite 1300
Falls Church, Virginia 22042-4525
(703) 205-1000
PARTICIPATION
5. Who is eligible to participate?
You may participate in the Plan if you qualify as either of the following:
(a) you are a "registered holder," a shareholder whose shares of Capital One
common stock are registered in the stock transfer books of Capital One in your
name or (b) you are a "beneficial owner," a shareholder who has beneficial
ownership of shares of Capital One common stock that are registered in a name
other than your name (for example, in the name of a broker, bank or other
nominee). Registered holders may participate in the Plan directly. If you are
a beneficial owner, you must either become a registered holder by having such
shares transferred into your own name or make arrangements with your broker,
bank or other nominee to participate on your behalf. See Question 6.
Your right to participate in the Plan is not transferable to another person
apart from a transfer of your underlying shares of Capital One common stock.
Capital One reserves the right to exclude from participation in the Plan
persons who utilize the Plan to engage in short-term trading activities which
cause aberrations in the trading volume of Capital One common stock.
Shareholders who reside in jurisdictions in which it is unlawful for Capital
One to permit their participation are not eligible to participate in the Plan.
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ENROLLMENT
6. How does an eligible holder of Capital One common stock enroll in the Plan
and become a Participant?
If you are a registered holder, you may enroll in the Plan and become a
Participant by completing and signing an Enrollment Authorization Form
(enclosed herein) and returning it to the Administrator at the address set
forth in Question 4. An Enrollment Authorization Form may also be obtained at
any time at your request to the Administrator at the same address. If you have
your shares registered in more than one name (e.g., joint tenants, trustees),
all registered holders of such shares must sign the Enrollment Authorization
Form exactly as their names appear on the account registration.
If you are a beneficial owner of Capital One common stock, you must instruct
your broker, bank or other nominee in whose name your shares are held to
participate in the Plan on your behalf. If a broker, bank or other nominee
holds shares of a beneficial owner through a securities depository, such
broker, bank or other nominee may also be required to provide a Broker and
Nominee Form to the Administrator in order to participate in the optional cash
investment portion of the Plan. See Question 12.
You may enroll in the Plan at any time. Once enrolled, you remain enrolled
without further action on your part until you discontinue your participation
or until the Plan is terminated. See Question 20 regarding withdrawal from the
Plan and Question 27 regarding termination of the Plan. However, if there is
any subsequent change in the manner in which your name appears on your
certificate(s), you should contact the Plan Administrator for further
instructions. If you wish to change your participation at any time, please
contact the Administrator as described in Question 4.
7. What does the Enrollment Authorization Form provide?
The Enrollment Authorization Form appoints the Administrator as your agent
for purposes of the Plan. It also directs Capital One to pay dividends to the
Administrator for purchase of additional shares of Capital One common stock as
you elect from the three options shown on the Enrollment Authorization Form.
You must place an "X" in the appropriate box to indicate your investment
election. Under each of the options, you may make optional cash investments at
any time. You may change your reinvestment election at any time by submitting
a revised Enrollment Authorization Form to the Administrator. If you return a
properly executed Enrollment Authorization Form to the Administrator without
electing an investment option, you will be enrolled as having selected Full
Dividend Reinvestment.
(1) "Full Dividend Reinvestment"
This option directs the Administrator to reinvest, in accordance with the
Plan, all cash dividends on all shares of Capital One common stock then or
subsequently registered in your name and held by the Administrator.
(2) "Partial Dividend Reinvestment"
This option directs the Administrator to reinvest, in accordance with the
Plan, cash dividends on the number of shares of Capital One common stock which
you designate in the appropriate space on the Enrollment
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Authorization Form and on all shares purchased for your account through
optional cash investments or dividend reinvestment. Dividends paid on all
other shares registered in your name and held by the Administrator will be
sent to you in the usual manner.
(3) "Optional Cash Investments Only (No Dividend Reinvestment)"
This option directs the Administrator to send you, in accordance with the
Plan, cash dividends in the usual manner on all shares of Capital One common
stock registered in your name and held by the Administrator, including shares
subsequently purchased through optional cash investments.
If you have previously elected to receive cash dividends on all of your
Capital One shares, other than those subsequently purchased for your account,
and to reinvest dividends on such purchased shares, and you wish to retain
this election, you need do nothing now. The Administrator will continue to
treat your Plan account in the same manner. If you wish to receive cash
dividends on all shares in your Plan account as described above, please
contact the Administrator as described in Question 4.
8. When will participation in the Plan begin?
Participation as to dividend reinvestment will commence with the next
Investment Date (as defined below) after receipt of the Enrollment
Authorization Form, provided it is received by the Administrator by the Record
Date (as defined below) for such Investment Date. Should the Enrollment
Authorization Form be received after such Record Date, participation will be
delayed until the following Investment Date.
Participation as to optional cash investments will commence with the next
Investment Date after receipt of the authorization therefor and the funds to
be invested. See Question 9 and Appendix I to determine the applicable Record
Date for dividend reinvestments and Investment Dates for dividend
reinvestments and optional cash investments.
PURCHASES
9. When will shares be purchased under the Plan?
For a monthly period when there is a cash dividend declared by the Board of
Directors, reinvested dividends and any optional cash investments under the
Plan will be used to purchase shares of Capital One common stock on the
dividend payment date declared by the Board of Directors (in such case, the
"Investment Date"), or if such day is not a business day, the first business
day immediately following such date shall be the Investment Date. The "Record
Date" for such investments will be the record date declared by the Board of
Directors. In all other months, optional cash investments will be invested on
the 20th of the month, or if such day is not a business day, the first
business day following the 20th, or, in the case of shares of Capital One
common stock purchased on the open market, as soon thereafter as determined by
the Administrator (in each such case, the "Investment Date").
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Dividend payment dates historically have occurred on or about the 20th day
of each February, May, August, and November. It is expected that the past
pattern with respect to timing of dividend payment dates generally will be
followed in the future. Please see Appendix I for information with respect to
Investment Dates, including dividend payment dates, Record Dates, and other
market data.
There can be no assurance as to the declaration or payment of dividends, and
nothing contained in the Plan obligates Capital One to declare or pay any
dividends. The Plan does not represent a change in Capital One's dividend
policy or a guarantee of future dividends, which will continue to be
determined by the Board of Directors based upon Capital One's earnings,
financial condition, and other factors.
10. What is the source of shares to be purchased under the Plan?
All dividends reinvested through the Plan and all optional cash investments
will be used to purchase newly issued shares directly from Capital One,
"treasury shares" held by Capital One, shares through open market purchases,
or a combination of the above. Newly issued shares purchased directly from
Capital One will consist of authorized but unissued shares of Capital One
common stock.
11. At what price will shares be purchased?
All shares acquired directly from Capital One with reinvested dividends or
optional cash investments will be acquired at a price to you (in such case,
the "Purchase Price") of the average of the daily high and low sales prices,
computed up to three decimal places, if necessary, of Capital One's common
stock as reported on the New York Stock Exchange (the "Exchange") on the
Investment Date.
All shares purchased under the Plan through open market purchases will be
acquired as soon as practicable at a price (in such case, the "Purchase
Price") to you of the weighted average purchase price, computed up to three
decimal places, if necessary, paid by the Administrator for Capital One common
stock purchased by the Plan through such open market purchases. Purchases on
the open market will begin on the Investment Date and will be completed no
later than 30 days from such date except where completion at a later date is
necessary or advisable under any applicable federal securities laws. Such
purchases may be made on any securities exchange where such shares are traded,
in the over-the-counter market, or by negotiated transactions and may be
subject to such terms with respect to price, delivery, etc. to which the
Administrator may agree. Neither Capital One nor the Participant shall have
any authority or power to direct the time or price at which shares may be
purchased, or the selection of the broker or dealer through or from whom
purchases are to be made.
While Capital One will pay all brokerage fees on shares purchased on the
open market, for tax purposes, these fees will be considered as additional
dividend income to you. These fees, and the resulting additional dividend
income, are expected to amount to less than 1/4th of 1% of the purchase price
of the shares (that is, less than 25 cents per $100 invested). See Question
21.
Shares purchased pursuant to a Request for Waiver (as defined herein) may be
purchased at a discount from the Purchase Price as more fully described in
Question 13. Purchases made with optional cash investments pursuant to a
Request for Waiver may be subject to a Threshold Price, as more fully
described in Question 13.
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12. How are optional cash investments made?
All registered holders, including brokers, banks, and nominees with respect
to shares registered in their name on behalf of a beneficial owner, who have
submitted a signed Enrollment Authorization Form are eligible to make optional
cash investments at any time. A broker, bank or nominee, as holder on behalf
of a beneficial owner, may utilize an Enrollment Authorization Form for
optional cash investments unless it holds the shares in the name of a
securities depository. In the event a broker, bank or nominee holds shares of
a beneficial owner in the name of a securities depository, optional cash
investments must be accompanied by a Broker and Nominee Form ("B/N Form").
The B/N Form provides the sole means whereby a broker, bank or other nominee
holding shares on behalf of a beneficial owner in the name of a securities
depository may invest optional cash investments on behalf of such beneficial
owner. In such case, the broker, bank or other nominee must use a B/N Form for
transmitting optional cash investments on behalf of the beneficial owner. A
B/N Form must be delivered to the Administrator at the address specified in
Question 4 each time that such broker, bank or other nominee transmits
optional cash investments on behalf of a beneficial owner. B/N Forms will be
furnished by the Administrator upon request.
The Administrator will apply all optional cash investments which are
received prior to an Investment Date to the purchase of shares of Capital One
common stock on such Investment Date, or if shares are acquired on the open
market, as soon as practicable on or after such Investment Date. NO INTEREST
WILL BE EARNED ON OPTIONAL CASH INVESTMENTS HELD PENDING INVESTMENT. IF YOU
HAVE ANY QUESTIONS REGARDING THE INVESTMENT DATE YOU SHOULD CONTACT THE
ADMINISTRATOR AT THE ADDRESS OR NUMBER SET FORTH IN QUESTION 4.
You should be aware that since investments under the Plan are made as of
specified dates, you lose any advantage that otherwise might be available from
being able to select the timing of your investment. Neither the Company nor
the Administrator can assure a profit or protect against a loss on shares of
Capital One common stock purchased under the Plan.
In the event that any check is returned unpaid for any reason, the
Administrator will consider the request for optional cash investment null and
void and shall immediately remove from the Participant's account, shares, if
any, purchased upon credit of such money. The Administrator shall also be
entitled to sell these shares to satisfy uncollected amounts. If the net
proceeds of the sale of such shares are insufficient to satisfy such
uncollected amounts, the Administrator shall be entitled to sell such
additional shares from the Participant's account to satisfy the uncollected
balance.
Participants who are registered owners of Capital One common stock may also
make automatic monthly investments of a specified amount (not less than $50
nor more than $5,000 per month) by electronic funds transfer from a
predesignated U.S. bank account. A $1.00 transaction fee will be deducted from
the amount withdrawn from the account prior to each investment. To initiate
automatic monthly deductions, the Participant must complete and sign an
Automatic Monthly Deduction Form and return it to FCTC together with a voided
blank check or a deposit form for the account from which funds are to be
drawn. Automatic Monthly Deduction Forms may be obtained from FCTC. Forms will
be processed and become effective as promptly as practicable.
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Once automatic monthly investment is initiated, funds will be drawn from the
Participant's designated bank account on the third business day prior to each
relevant Investment Date. Participants may change or terminate their automatic
monthly investment by completing and submitting to FCTC a new Automatic
Monthly Deduction Form. To be effective with respect to a particular
Investment Date, however, the new Automatic Monthly Deduction Form must be
received by FCTC at least six business days prior to such Investment Date.
All optional cash investments made by check should be made payable to "First
Chicago Trust--Capital One" and mailed to FCTC at the address listed in
Question 4. Inquiries regarding other forms of payments and all other written
inquiries should be addressed to the Administrator at the address listed in
Question 4.
When corresponding with the Administrator, we suggest that you give your
daytime telephone number and area code.
13. What limitations apply to optional cash investments?
Minimum/Maximum Limits. Optional cash investments are subject to a $50
minimum per month, and Capital One reserves the right to refuse to accept any
optional cash investment in excess of $5,000 per month from any Participant or
related or associated group of Participants. Optional cash investments of less
than $50 and that portion of any optional cash investment which exceeds the
$5,000 monthly purchase limit, unless such limit has been waived, are subject
to return to the Participant, without interest. Capital One reserves the right
to waive such limits on optional cash investments in its sole discretion.
Request for Waiver. Optional cash investments in excess of $5,000 per month
may only be made pursuant to a written request for waiver (a "Request for
Waiver") accepted by Capital One. To submit an optional cash payment in excess
of $5,000 for any monthly period, a Participant must submit a written Request
for Waiver no later than two (2) business days prior to the Investment Date
for such optional cash investments. It is solely within Capital One's
discretion as to whether any such approval in excess of the allowable maximum
amounts will be granted. In deciding whether to approve such a request,
Capital One will consider relevant factors including, but not limited to (a)
whether it is then selling newly issued shares of common stock under the Plan
or acquiring shares for the Plan through open market purchases or privately
negotiated transactions, (b) Capital One's need for additional funds, (c) the
attractiveness of obtaining such funds by the sale of common stock by
comparison to other sources of funds, (d) the purchase price likely to apply
to any sale of common stock, (e) the Participant submitting the request,
including the extent and nature of such Participant's prior participation in
the Plan, and the number of shares of Capital One common stock held of record
by such Participant, and (f) the aggregate amount, if any, of optional cash
investments in excess of the allowable maximum amounts for which requests have
been submitted by all Participants. If such requests are submitted for any
monthly period for an aggregate amount in excess of the amount Capital One is
willing to accept, Capital One may honor such requests in order of receipt,
pro rata or by any other method which Capital One determines to be
appropriate. To obtain a Request for Waiver form, please contact Capital One
at (703) 205-1709. Completed Requests for Waiver should be sent to Capital One
at 2980 Fairview Park Drive, Suite 1300, Falls Church, Va. 22042, Attention:
Chief Financial Officer or by facsimile to (703) 205-1093.
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The Plan may also be used by Capital One to raise additional capital through
the sale each month of a portion of the shares available for issuance under
the Plan to owners of shares (including brokers or dealers) who, in connection
with any resales of such shares, may be deemed to be underwriters. These sales
will be effected through Capital One's ability to approve Requests for Waiver.
To the extent shares are purchased from Capital One under the Plan, Capital
One will receive additional funds for general corporate purposes. The Plan is
intended for the benefit of investors in Capital One and not for individuals
or investors who engage in transactions which may cause aberrations in the
price or trading volume of Capital One common stock. See "Plan of
Distribution."
Capital One reserves the rights to modify, suspend or terminate
participation in the Plan by otherwise eligible holders or beneficial owners
of Capital One common stock in order to eliminate practices which are not
consistent with the purposes of the Plan.
Threshold Price. Unless it waives its right to do so, Capital One may
establish for any Investment Date a minimum price (the "Threshold Price") for
purchasing shares with optional cash investments made pursuant to written
Requests for Waiver. Capital One will, at least two (2) business days prior to
each Investment Date, determine whether to establish a Threshold Price and, if
a Threshold Price is established, its amount and so notify the Administrator.
The determination whether to establish a Threshold Price and, if a Threshold
Price is established, its amount will be made by Capital One at its discretion
after a review of current market conditions, the level of participation in the
Plan, and current and projected capital needs.
The Threshold Price for optional cash investments made pursuant to written
Requests for Waiver, if established for any Investment Date, will be a stated
dollar amount that the average of the high and low sale prices of Capital
One's common stock on the New York Stock Exchange on the Investment Date must
equal or exceed. If the Threshold Price is not satisfied on the Investment
Date, the Administrator will return any optional cash investments made
pursuant to Requests for Waiver for that Investment Date.
The Threshold Price concept and return procedure discussed above apply only
to optional cash investments made pursuant to written Requests for Waiver.
Setting a Threshold Price for an Investment Date shall not affect the setting
of a Threshold Price for any subsequent Investment Date.
For any particular month, Capital One may waive its right to set a Threshold
Price for optional cash investments that exceed $5,000. Neither Capital One
nor the Administrator shall be required to provide any written notice to
Participants as to the Threshold Price for any Investment Date. Participants,
however, may ascertain whether the Threshold Price applicable to a given
Investment Date has been set or waived, as applicable, by telephoning Capital
One at (703) 205-1709.
Waiver Discount. Each month, at least two (2) business days prior to the
applicable Investment Date, Capital One may establish a discount from the
Market Price applicable to optional cash investments made pursuant to written
Requests for Waiver. Such discount (the "Waiver Discount") will be between 0%
and 3% of the Purchase Price and may vary each month, but once established
will apply uniformly to all optional cash investments made pursuant to
Requests for Waiver during that month. The Waiver Discount will be established
in Capital One's sole discretion after a review of current market conditions,
the level of participation in the Plan, and current and projected capital
needs. Participants may obtain the Waiver Discount applicable to the next
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Investment Date by telephoning Capital One at (703) 205-1709. Setting a Waiver
Discount for a particular Investment Date shall not affect the setting of a
Waiver Discount for any subsequent Investment Date. The Waiver Discount
feature discussed above applies only to optional cash investments made
pursuant to written Requests for Waiver and does not apply to the reinvestment
of cash dividends or optional cash investments of $5,000 or less.
14. Under what circumstances will optional cash investments be returned?
Optional cash investments of less than $50 and that portion of any optional
cash investment which exceeds the allowable maximum amount will be returned
promptly without interest. See Question 13 regarding the minimum/maximum
monthly purchase limits and the return of payments if those limits are not
satisified. In addition, the portion of any optional cash investments in
excess of $5,000 will be returned following any Investment Date on which the
Threshold Price is not satisfied. See Question 13 regarding the Threshold
Price and the return of such investments.
15. What if a Participant has more than one account?
For the purpose of the limitations discussed in Question 13, Capital One may
aggregate all reinvestment dividends and optional cash investments for
Participants with more than one account using the same Social Security or
Taxpayer Identification Number. Participants unable to supply a Social
Security or Taxpayer Identification Number may be limited by Capital One to
only one Plan account.
Also for the purpose of such limitations, all Plan accounts which Capital
One believes to be under common control or management or to have common
ultimate beneficial ownership may be aggregated. Unless Capital One has
determined that reinvestment of dividends and optional cash investments for
each such account would be consistent with the purposes of the Plan, Capital
One will have the right to aggregate all such accounts and to return, without
interest, within 30 days of receipt, any amounts in excess of the investment
limitations applicable to a single account received in respect of all such
accounts. See Question 13.
CERTIFICATES
16. Will certificates be issued for share purchases?
All shares purchased on behalf of a Participant through the Plan will be
held by the Plan. A Participant can, however, at any time and without charge,
obtain a certificate for all or part of the whole shares of common stock
credited to the Participant's Plan account by making a request in writing or
by telephone to the Administrator. No certificates for fractional shares will
be issued.
17. May a Participant add shares of Capital One common stock to his or her
account by transferring stock certificates that the Participant possesses?
You also may send the Administrator your other Capital One common stock
certificates for safe-keeping free of charge. By making such a deposit, you
will be relieved of the responsibility for loss, theft or destruction of the
certificates. If you elect to do so, dividends paid on such shares deposited
with the Administrator will automatically be reinvested under the Plan unless
you provide contrary written instructions or a new Enrollment
11
<PAGE>
Authorization Form as described in Question 7. If you wish to deposit your
Capital One common stock certificates, you must mail them along with a request
to the Administrator to hold your certificates for safe-keeping. The
certificates should not be endorsed. To insure against loss resulting from
mailing certificates, the Administrator will provide mail insurance free of
charge. To be eligible for certificate mailing insurance, certificates must be
mailed in brown, pre-addressed return envelopes supplied by the Administrator,
which can be obtained by contacting the Administrator as described in Question
4. Certificates mailed in this manner will be insured for up to $25,000
current market value provided they are mailed first class. The Administrator
will promptly send you a statement confirming each deposit of your common
stock certificates. The Administrator must be notified of any claim within
(30) calendar days of the date the certificates were mailed. To submit a
claim, you must be a Participant in the Plan or a current holder of record of
Capital One common stock. In the latter case, you must enroll in the Plan at
the time the insurance claim is processed. The maximum insurance protection
provided is $25,000 per envelope and the coverage is available only when the
certificate(s) are sent in accordance with the guidelines described above.
Insurance covers the replacement of shares of stock, but in no way protects
against any loss resulting from fluctuations in the value of such shares from
the time the certificates are mailed until such time as replacement shares can
be provided.
If you do not use the brown pre-addressed envelope provided by the
Administrator, certificates should be sent to the address listed below via
registered mail, return receipt requested, and insured for possible mail loss
for 2% of the market value (minimum of $20.00); this represents the
replacement cost to you. Dividends will be reinvested on all such shares
transferred to the Plan under the safe-keeping service unless you specify
otherwise as described in Question 7.
Shares deposited for safekeeping may be withdrawn by the Participant by
making a request in writing or by telephone to the Administrator as described
in Question 20. The Administrator will issue new, differently numbered
certificates whenever certificates are issued to the Participant, either upon
the Participant's request or upon termination of participation. Shares
acquired by the reinvestment of dividends on any such withdrawn shares (and on
any other shares subsequently acquired and held by the Participant) will
continue to be reinvested unless the Participant provides contrary written
instructions or a new Enrollment Authorization Form as described in Question
7.
SALE OF SHARES
18. Can Participants sell shares held under the Plan?
Following receipt of written or telephone instructions from you, the
Administrator will sell some or all of your shares held under the Plan
(including shares deposited with the Plan for safekeeping) and will remit to
you a check for the proceeds of such sale, less your share of brokerage
commissions, service charges and any applicable taxes. The Administrator will
attempt to process Participants' orders on the day they are received, provided
that instructions are received before 1:00 p.m., Eastern time, on a business
day during which the Administrator and the New York Stock Exchange are open.
The sale price for shares so sold will be the market price received from the
sale of such shares. This procedure for selling shares may be particularly
attractive to holders of small amounts of Capital One common stock, because
the Plan can combine odd lots and small
12
<PAGE>
numbers of shares into larger blocks to be sold, and thereby take advantage of
lower brokerage costs than might otherwise be available to individual
Participants in the sale of their shares.
REPORTS
19. What reports will be sent to Participants in the Plan?
Unless you are participating in the Plan through your broker, bank or
nominee, you will receive from the Administrator a detailed statement of your
Plan account following each dividend payment and account transaction. These
detailed statements will show total cash dividends received, total optional
cash investments received, total shares purchased (including fractional
shares), price paid per share, and total shares held in the Plan. These
statements should be retained by you to determine your tax cost basis for
shares purchased. See Question 21. If you are participating in the Plan
through your broker, bank or nominee, you should contact such party regarding
a statement of your interests in the Plan.
WITHDRAWAL
20. How may Participants withdraw from the Plan?
You may terminate your enrollment in the Plan at any time by telephone or
written notice to the Administrator. If a notice to terminate is received by
the Administrator after the Record Date for a dividend payment, the
Administrator, in its sole discretion, may either pay such dividend in cash or
reinvest it in shares on behalf of the terminating Participant. If such
dividend is reinvested, the Administrator may sell the shares purchased and
remit the proceeds to the Participant, less any brokerage commission, any
service charge and any applicable taxes.
Unless otherwise instructed to sell all or part of the Participant's shares
in the notice of termination, upon termination, a Participant will receive
from the Administrator a certificate for the full shares of Capital One common
stock credited to such Participant's account.
If the sale of all or part of the full shares is specified in the notice of
termination, such sale will be made by the Administrator as soon as
practicable, and the proceeds of sale, less any service charge, any brokerage
commission and any applicable taxes, will be paid to such Participant by the
Administrator. With respect to any fractional shares, the Administrator will
pay cash determined in the same manner as with respect to the sale of full
shares. Shares that are to be sold may be aggregated with those of other
terminating Participants, in which case, the proceeds to each terminating
Participant will be based on the average sales price.
TAXES
21. What are the federal income tax consequences of participating in the Plan?
Dividend Reinvestment: Based on the current position of the Internal Revenue
Service, when stock is acquired directly from the Company, if you reinvest
dividends under the Plan, you will be treated as receiving a taxable dividend
on the Investment Date in an amount equal to the fair market value of the
shares of Capital One common stock purchased for your account (rather than the
amount of cash dividend otherwise payable to
13
<PAGE>
you). "Fair market value" is defined for this purpose as the average of the
high and low sales prices of Capital One common stock as reported on the New
York Stock Exchange Composite Transactions Tape for the relevant Investment
Date. Your tax basis for shares purchased from the Company will be equal to
the amount of dividend income recognized for Federal income tax purposes. Your
holding period for the shares will commence on the day after the Investment
Date.
Although the Internal Revenue Service has not ruled on the tax aspects of a
plan pursuant to which a company elects to purchase shares in open market
transactions, it is the Company's view that a participant's tax basis for
shares purchased in open market transactions will be equal to the weighted
average purchase price of all shares purchased for the relevant Investment
Date (see Question 11). In addition, a participant will also realize a taxable
dividend to the extent of an allocated portion of brokerage commissions paid
by the Company with respect to shares credited to the participant's account.
Optional Cash Investments: Based upon the current position of the Internal
Revenue Service, if you make optional cash investments for purchases of common
stock under the Plan, you will have a tax basis for shares purchased from the
Company equal to the amount of your optional cash investment plus any dividend
income recognized for Federal income tax purposes. Your holding period will
commence on the day after the Investment Date.
Although the Internal Revenue Service has not ruled on the tax aspects of a
plan pursuant to which a company elects to purchase shares in market
transactions with optional cash investments, it is the Company's view that the
above rules apply and that you will also realize a taxable dividend to the
extent of an allocated portion of brokerage commissions paid by the Company
with respect to shares credited to the participant's account.
In the case of corporate stockholders, dividends may be eligible for the
dividends received tax deduction.
FCTC will report to participants and to the Internal Revenue Service
information sufficient to apprise them of the amount that would constitute
dividend income.
The aforementioned positions of the Internal Revenue Service have not been
tested in the courts and thus the rules stated above have not been established
by judicial decision. The rules stated above are also subject to change. All
Plan participants should consult their own tax advisors to determine the
particular tax consequences of their participation in the Plan.
OTHER PROVISIONS
22. What happens if a Participant sells or transfers shares of stock or
acquires additional shares of stock?
If a Participant has elected to have dividends automatically invested in the
Plan and subsequently sells or transfers all or any part of the shares
registered in the Participant's name, automatic investment will continue as
long as there are shares registered in the name of the Participant or held for
the Participant by the Administrator or until termination of enrollment.
Similarly, if a Participant has elected the "Full Dividend Reinvestment"
14
<PAGE>
option under the Plan and subsequently acquires additional shares registered
in the Participant's name, dividends paid on such shares will automatically be
invested until termination of enrollment. If a Participant has elected the
"Partial Dividend Reinvestment" option and subsequently acquires additional
shares which are registered in the Participant's name, dividends paid on such
shares will not be automatically reinvested under the Plan. See Question 7.
23. How will a Participant's shares be voted?
In connection with the exercise of shareholder voting rights, each
Participant will receive a proxy card representing any shares held by the
Participant or for the Participant's account under the Plan. All shares will
be voted as designated by the Participant on the proxy card. If a Participant
does not vote by proxy or in person and does not otherwise instruct the Plan
to the contrary, the Plan may vote the full shares held by it for the account
of the Participant in accordance with the recommendations of Capital One's
management.
24. Who pays the expenses of the Plan?
There are no brokerage commissions or service charges on newly issued shares
purchased from Capital One for a Participant's account. Brokerage fees on
shares purchased on the open market for a Participant's account will be paid
by Capital One and, for tax purposes, these fees will be considered as
additional dividend income to the Participants. All costs of administering the
Plan will be paid by Capital One except costs associated with custodial
services, brokerage commissions and FCTC's fees in connection with sales under
the Plan and the costs of any broker, bank or other nominee (other than the
Administrator) which holds shares on behalf of a Participant. When full shares
or fractional shares are sold for a Participant's account, the Plan will first
deduct any applicable brokerage commissions, fees and taxes.
25. What are the responsibilities of Capital One or the Administrator under
the Plan?
Neither Capital One nor the Administrator will be liable for any act done in
good faith or for any good faith omission to act, including, without
limitation, any claims of liability arising out of a failure to terminate a
Participant's account upon such Participant's death or adjudicated
incompetence prior to the receipt of notice in writing of such death or
adjudicated incompetence, the prices at which shares are purchased or sold for
the Participant's account, the times when purchases or sales are made or
fluctuations in the market value of Capital One's common stock. Neither
Capital One nor the Administrator has any duties, responsibilities or
liabilities except those expressly set forth in the Plan. The Plan does not
limit any Participant's right to sue under the Securities Act or the Exchange
Act.
THE PARTICIPANT SHOULD RECOGNIZE THAT CAPITAL ONE CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE
PLAN.
26. What happens if Capital One issues a stock dividend or declares a stock
split?
Any common stock distributed by Capital One as a result of a stock dividend
or a stock split on shares held under the Plan for a Participant will be
credited to the Participant's account. In the event that Capital One makes
available to holders of its common stock rights to purchase additional shares
or other securities, the Participant
15
<PAGE>
will receive such rights based upon the total number of whole shares
registered in the Participant's name and held in the Participant's Plan
account.
27. May the Plan be changed or terminated?
While the Plan is intended to continue indefinitely, Capital One reserves
the right to amend, modify, suspend or terminate the Plan at any time.
Participants will be notified in writing of any modifications made to the
Plan.
USE OF PROCEEDS
The proceeds to Capital One from the issuance of shares of common stock
pursuant to the Plan will be used for general corporate purposes.
INDEMNIFICATION UNDER THE SECURITIES ACT
Except in limited circumstances, Capital One is required by provisions in
its Restated Certificate of Incorporation to indemnify its directors and
officers against liability incurred by them as a result of their service in
those capacities. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Capital One pursuant to the foregoing provisions, Capital One has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
16
<PAGE>
COMMON STOCK DIVIDENDS AND PRICE RANGE
Capital One has paid cash dividends on its common stock for each full
quarter since the common stock became publicly held on November 22, 1994. Such
dividends were paid in the following quarterly amounts per share for the last
year:
<TABLE>
<S> <C>
1998
First Quarter.......................................................... $0.08
Second Quarter......................................................... $0.08
Third Quarter.......................................................... $0.08
Fourth Quarter......................................................... $0.08
</TABLE>
The following table shows the high and low sales prices of the common stock
during the past three years as reported on the Exchange's composite tape by
The Wall Street Journal.
<TABLE>
<CAPTION>
Year High Low
---- ----------- --------
<S> <C> <C>
1996
First Quarter........................................... 28 3/4 21 3/4
Second Quarter.......................................... 32 3/8 25
Third Quarter........................................... 32 1/2 25
Fourth Quarter.......................................... 36 7/8 29 3/4
1997
First Quarter........................................... 44 3/8 33
Second Quarter.......................................... 40 30 1/2
Third Quarter........................................... 45 3/4 32 5/8
Fourth Quarter ......................................... 54/3///16/ 44 1/8
1998
First Quarter........................................... 81 7/8 50 9/16
Second Quarter.......................................... 125 3/8 82 5/16
Third Quarter........................................... 129 15/16 83
Fourth Quarter ......................................... 125 7/16 51 3/4
1999
First Quarter (through January 20, 1999)................ 140 114 1/2
</TABLE>
The last reported sale price of the common stock on the Exchange on January
20, 1999 was $135.00 per share.
The price of common stock varies over time and neither the price of the
common stock nor the dividends paid upon the common stock are guaranteed by
any governmental authority or otherwise.
17
<PAGE>
PLAN OF DISTRIBUTION
In connection with the administration of the Plan, Capital One may be
requested to approve optional cash investments in excess of the allowable
maximum amounts on behalf of Participants pursuant to Requests for Waiver,
including those engaged in the securities business. In deciding whether to
approve such a request, Capital One will consider relevant factors including,
but not limited to (a) whether it is then selling newly issued shares of
common stock under the Plan or acquiring shares for the Plan through open
market purchases or privately negotiated transactions, (b) Capital One's need
for additional funds, (c) the attractiveness of obtaining such funds by the
sale of common stock by comparison to other sources of funds, (d) the purchase
price likely to apply to any sale of common stock, (e) the Participant
submitting the request, including the extent and nature of such Participant's
prior participation in the Plan, and the number of shares of Capital One
common stock held of record by such Participant, and (f) the aggregate amount,
if any, of optional cash investments in excess of the allowable maximum
amounts for which requests have been submitted by all Participants. Capital
One will not extend to any such person any rights or privileges other than
those to which it would be entitled as a Participant, nor will Capital One
enter into any agreement with any such person regarding such person's purchase
of such shares or any resale or distribution thereof. Capital One may,
however, approve requests for optional cash investments by such persons in
excess of allowable maximum limitations. If such requests are submitted for
any Investment Date for an aggregate amount in excess of the amount Capital
One is willing to accept, Capital One may honor such requests in order of
receipt, pro rata or by any other method which Capital One determines to be
appropriate.
LEGAL MATTERS
Certain legal matters with regard to the Common Stock have been passed upon
by McGuire, Woods, Battle & Boothe, L.L.P., Richmond, Virginia.
EXPERTS
The consolidated financial statements of Capital One Financial Corporation
incorporated by reference in Capital One Financial Corporation's Annual Report
(Form 10-K) for the year ended December 31, 1997, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
18
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
This Prospectus is part of a Registration Statement we have filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933 with respect to the shares of common stock being offered by this
Prospectus (the "Registration Statement"). The Registration Statement,
including the attached exhibits and schedules, contains additional relevant
information about Capital One and Capital One's common stock. The Commission's
rules and regulations allow us to omit certain information included in the
Registration Statement from this Prospectus. The Registration Statement may be
inspected by anyone without charge at the Commission'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 Commission under the Securities Exchange Act of 1934. You may read and
copy this information at the following Commission 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 Commission's
Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, at rates determined by the Commission. You may obtain information on
the operation of the Public Reference Room by calling the Commission at 1-800-
732-0330.
You can also inspect reports, proxy statements and other information that we
have filed electronically with the Commission at the Commission's web site at
http://www.sec.gov and at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Commission allows us to "incorporate by reference" information into this
Prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be a part of this
Prospectus, except for any information that is superseded by information that
is included directly in this document.
19
<PAGE>
This Prospectus incorporates by reference the documents listed below that we
have previously filed with the Commission. They contain important information
about us and our financial condition.
<TABLE>
<CAPTION>
Company Filings Period
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q Fiscal quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998
Current Reports on Form 8-K Filed:
January 15, 1998
April 16, 1998
June 12, 1998
July 23, 1998
August 20, 1998
August 21, 1998
October 13, 1998
October 21, 1998
November 6, 1998
December 8, 1998
January 19, 1999
Proxy Statement March 13, 1998, as amended March 30, 1998
Description of the Company's Common Dated October 17, 1994
Stock on Amendment No. 1 to Form 8-A
Description of the Company's Preferred Dated November 16, 1995
Stock purchase rights on Form 8-A
</TABLE>
We also incorporate by reference additional documents that we may file with
the Commission after the date of this Prospectus. 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, as well as proxy statements.
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. You can obtain
documents incorporated by reference in this Prospectus 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
20
<PAGE>
APPENDIX I
<TABLE>
<CAPTION>
Threshold Price
Record Date and Waiver Optional Cash
for Discount, if any, Investments are
Cycle Dividend Payments will be set by: due by: Investment Date
- ----- ----------------- ------------------ ------------------ ------------------
(C) (D) (E) (F)
<S> <C> <C> <C> <C>
B...................... -- January 15, 1999 January 19, 1999 January 20, 1999
A...................... February 10, 1999 February 18, 1999 February 19, 1999 February 22, 1999
B...................... -- March 18, 1999 March 19, 1999 March 22, 1999
B...................... -- April 16, 1999 April 19, 1999 April 20, 1999
A...................... May 13, 1999 May 18, 1999 May 19, 1999 May 20, 1999
B...................... -- June 17, 1999 June 18, 1999 June 21, 1999
B...................... -- July 16, 1999 July 19, 1999 July 20, 1999
A...................... August 12, 1999 August 18, 1999 August 19, 1999 August 20, 1999
B...................... -- September 16, 1999 September 17, 1999 September 20, 1999
B...................... -- October 18, 1999 October 19, 1999 October 20, 1999
A...................... November 18, 1999 November 18, 1999 November 19, 1999 November 22, 1999
B...................... -- December 16, 1999 December 17, 1999 December 20, 1999
</TABLE>
- --------
A. Optional cash investments and reinvestment of cash dividends permitted in
this month.
B. Optional cash investments only permitted in this month.
C. The Record Date for dividend months (those indicated by the letter "A" in
the cycle column) will be established by the Board of Directors.
D. The Threshold Price and the Waiver Discount, if any, will be established
two business days prior to the Investment Date.
E. Optional cash investments must be received by the Administrator no later
than the business day prior to the Investment Date.
F. The Investment Date will be the dividend payment date during a month in
which a cash dividend is paid and in any other month, the twentieth
calendar day of such month; however, if either the dividend payment date or
such twentieth day falls on a date when the New York Stock Exchange is
closed, the Investment Date will be the first day following on which the
New York Stock Exchange is open.
U.S. EQUITY
MARKETS CLOSED IN 1999
<TABLE>
<S> <C>
New Years Day................................................ January 1
Martin Luther King Day....................................... January 18
Presidents Day............................................... February 15
Good Friday.................................................. April 2
Memorial Day................................................. May 31
Independence Day (observed).................................. July 5
Labor Day.................................................... September 6
Thanksgiving................................................. November 25
Christmas Day (observed)..................................... December 24
</TABLE>
A-1
<PAGE>
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You should rely only on the information contained or incorporated by reference
in this Prospectus. We have not authorized anyone to provide you with different
information.
We are not offering the Company's common stock in any state where the offer is
not permitted.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Description of the Plan.................................................... 2
Purpose................................................................... 2
Participation Options..................................................... 2
Advantages and Disadvantages.............................................. 2
Administration............................................................ 3
Participation............................................................. 4
Enrollment................................................................ 5
Purchases................................................................. 6
Certificates.............................................................. 11
Sale of Shares............................................................ 12
Reports................................................................... 13
Withdrawal................................................................ 13
Taxes..................................................................... 13
Other Provisions.......................................................... 14
Use of Proceeds............................................................ 16
Indemnification under the Securities Act................................... 16
Common Stock Dividends and Price Range..................................... 17
Plan of Distribution....................................................... 18
Legal Matters.............................................................. 18
Experts.................................................................... 18
Where You Can Find More Information........................................ 19
Appendix I................................................................. A-1
</TABLE>
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2,500,000 Shares
[LOGO OF CAPITAL ONE APPEARS HERE]
Common Stock
($0.01 Par Value)
---------------
PROSPECTUS
---------------
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
January 21, 1999
- --------------------------------------------------------------------------------
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