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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
February 23, 2000
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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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(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; 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.
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99.1. Press Release of the Company dated February 23, 2000.
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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: February 23, 2000 By: /s/ John G. Finneran, Jr.
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John G. Finneran, Jr.
Senior Vice President, General
Counsel and Corporate Secretary
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EXHIBIT INDEX
99.1 Press Release of the Company dated February 23, 2000.
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Exhibit 99.1
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NEWS RELEASE
[LOGO OF CAPITAL ONE APPEARS HERE]
Contact: Paul Paquin
Investor Relations
703-205-1039
Capital One to Repurchase Shares of its Common Stock
Falls Church, Va., (February 23, 2000) -- Capital One Financial Corporation
(NYSE: COF) today announced that its Board of Directors has approved the
repurchase of up to 10,000,000 shares of the Company's common stock over the
next two years. This is in addition to the 2,250,000 shares remaining under the
Company's repurchase programs approved in July 1997 and August 1998. Any
repurchased shares will be used for general corporate purposes, including
mitigating the impact of shares issued through dividend reinvestments, associate
stock purchases and option programs.
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 23.7 million accounts and $20.2 billion in
managed loans outstanding as of December 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. For the second consecutive year, Fortune magazine named Capital One
to its list of the "Best Places to Work in the US" and one of the most admired
consumer credit companies.
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