CAPITAL ONE FINANCIAL CORP
8-K, 2000-10-24
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 23, 2000
                        ---------------------------------
                        (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  (including the flexibility of financial  services  companies to use and
share  data);  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,
1999 (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 23, 2000.



<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 23, 2000        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 23, 2000.



<PAGE>


                                  Exhibit 99.1


<PAGE>




FOR IMMEDIATE RELEASE   Contact: Paul Paquin                   Tatiana Stead
---------------------            VP, Investor Relations        Media Relations
October 23, 2000                 703-205-1039                  703-205-1070

           Capital One Expects 2001 Earnings to Increase by 30 Percent

Falls Church, Va. (October 23, 2000) - Capital One Financial  Corporation (NYSE:
COF) today announced it expects  earnings for the year ending December 31, 2001,
to increase  by 30 percent  over 2000.  This  exceeds  the  Company's  long-term
objective of 20 percent annual earnings growth.

         "Our  expectations  for 2001 represent the seventh  consecutive 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 2001
goal. "We have surpassed this target every year since our IPO in 1994."

         The Company cautioned,  however, that its current expectations for 2001
earnings  are  forward-looking   statements  and  actual  results  could  differ
materially  from  current  expectations  due to a number of  factors  including:
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 charge-offs. A discussion
of these and other  factors  can be found in Capital  One's  annual  reports and
reports filed with the Securities and Exchange  Commission,  including,  but not
limited to, the  company's  report on Form 10-K for the year ended  December 31,
1999.

         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 29.4 million
customers  and $24.2 billion in managed  loans  outstanding  as of September 30,
2000, 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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