AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2002
REGISTRATION NO. 333-72832
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAPITAL ONE FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(State or other jurisdiction of incorporation or organization)
54-1719854
(I.R.S. employer
identification no.)
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VIRGINIA 22042-4525
(703) 205-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------
JOHN G. FINNERAN, JR., ESQ.
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND CORPORATE SECRETARY
CAPITAL ONE FINANCIAL CORPORATION
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VIRGINIA 22042-4525
(703) 205-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
Copies to:
JEAN K. TRAUB
ASSISTANT GENERAL COUNSEL
CAPITAL ONE FINANCIAL CORPORATION
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VIRGINIA 22042-4525
(703) 205-1000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this registration statement as determined by
the selling stockholders.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------
CALCULATION OF REGISTRATION FEE
=============================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED AND SOLD(1) REGISTERED(1) PER SHARE(2) PRICE(2) FEE
-------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share, with attached
Rights(3)...................... 3,728,643 $42.40 $158,094,463.20 $39,523.61(4)
=============================================================================================================
(1) Represents the maximum number of shares of common stock of Capital One
Financial Corporation that may be offered and sold hereunder. The common
stock being registered hereby includes associated preferred stock
purchase rights, which initially are attached to and traded with the
shares of the registrant's common stock. Value attributable to such
rights, if any, is reflected in the market price of the common stock.
(2) The maximum offering price per share has been determined solely for the
purpose of calculating the registration fee pursuant to Rule 457(c)
under the Securities Act based on the average of the high and low prices
for the common stock reported on the New York Stock Exchange on October
31, 2001.
(3) The rights are to purchase the registrant's Cumulative Participating
Junior Preferred Stock. Until the occurrence of certain prescribed
events, none of which has occurred as of the date of this registration
statement, the rights are not exercisable, are evidenced by the
certificates representing the registrant's common stock, and will be
transferred along with, and only with, the registrant's common stock.
(4) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED JANUARY 16, 2002
PROSPECTUS
3,728,643 SHARES OF COMMON STOCK
CAPITAL ONE FINANCIAL CORPORATION
This prospectus relates to up to 3,728,643 shares of our common stock,
par value $.01 per share, which may be offered and sold from time to time by
certain of our stockholders, all of whom are named in this prospectus. The
selling stockholders have acquired such shares in connection with our
acquisition of PeopleFirst, Inc. ("PeopleFirst"), which occurred on October 9,
2001.
We will not receive any of the proceeds from the sale of the shares. The
selling stockholders may offer the shares through public or private
transactions, on or off the New York Stock Exchange, at prevailing market
prices, or at privately negotiated prices. All costs, expenses and fees in
connection with the registration of the shares will be borne by us.
Our common stock is listed on the New York Stock Exchange, under the
symbol "COF". On January 15, 2002, the last reported sale price for the common
stock was $53.55 per share.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS STARTING ON PAGE 4 OF
THIS PROSPECTUS BEFORE PURCHASING ANY OF THE SECURITIES BEING OFFERED BY THIS
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY 16, 2002.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR
ANY SUPPLEMENT. NO ONE IS AUTHORIZED TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT WHICH IS CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS. SHARES OF COMMON STOCK ARE BEING OFFERED AND SOLD ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS
OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.
TABLE OF CONTENTS
Forward-Looking Statements ..................................... 2
The Company .................................................... 3
Risk Factors ................................................... 4
Use of Proceeds ................................................ 9
Selling Stockholders ........................................... 9
Plan of Distribution ........................................... 18
Legal Matters .................................................. 19
Experts ........................................................ 19
Where You Can Find More Information ............................ 19
Incorporation of Certain Documents By Reference ................ 19
FORWARD LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements. Forward-looking statements
include information relating to growth in earnings per share, return on equity,
growth in managed loans outstanding and customer accounts, net interest margins,
funding costs, operations costs and employment growth, marketing expense,
delinquencies and charge-offs. Forward-looking statements also include
statements using words such as "expect", "anticipate", "intent", "plan",
"believe", "estimate" or similar expressions. We have based these
forward-looking statements on our current plans, estimates and projections, and
you should not unduly rely on them.
Numerous factors could cause our actual results to differ materially
from those described in forward-looking statements, including, among other
things:
- continued intense competition from numerous providers of
products and services which compete with our businesses;
- an increase in credit losses (including increases due to
worsening of economic conditions);
- our ability to continue to securitize our credit cards and
consumer loans and to otherwise access the capital markets at
attractive rates and terms to fund our operations and future
growth;
- losses associated with new products or services or expansion
internationally;
- our ability to recruit experienced personnel to assist in the
management and operations of new products and services; and
- the factors set forth in this prospectus under the caption "Risk
Factors" and other factors listed from time to time in reports
we file with the Securities and Exchange Commission.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. You should carefully consider the factors discussed above
in evaluating these forward-looking statements.
2
THE COMPANY
We are a holding company incorporated in Delaware on July 21, 1994. Our
subsidiaries provide a variety of products and services to consumers using our
proprietary information-based strategy, which is described in more detail below.
Our common stock is listed on the New York Stock Exchange under the symbol "COF"
and is included in the Standard & Poor's 500 Index. Our principal executive
office is located at 2980 Fairview Park Drive, Suite 1300, Falls Church,
Virginia 22042-4525, our telephone number is (703) 205-1000 and our internet
address is http://www.capitalone.com.
We began our operations in 1953, the same year as the formation of what
is now MasterCard International. We are one of the largest providers of
MasterCard and Visa(1)credit cards in the world and are one of the oldest
continually operating bankcard issuers in the United States. Our historic growth
in managed consumer loans and credit card accounts is due largely to the
dynamics of the credit card industry and the success of our proprietary
information-based strategy, which we launched in 1988. As of December 31, 2001,
we had total reported assets of $28.2 billion and total reported liabilities of
$24.9 billion.
CAPITAL ONE BANK
Our principal subsidiary is Capital One Bank, which we call "the Bank."
The Bank is a limited purpose Virginia state chartered bank that offers credit
card products. The holding company's principal asset is its equity interest in
the Bank. As of December 31, 2001, the Bank constituted approximately 74% of our
managed assets. The Bank offers a variety of credit card products, including:
- Visa and MasterCard brands;
- Platinum and Gold premium label cards;
- Secured and unsecured standard product cards; and
- United States and international offerings, with a current focus on the
United Kingdom, Canada and France.
CAPITAL ONE, F.S.B.
We also have a federally chartered savings bank subsidiary, Capital One,
F.S.B., which we call "the Savings Bank". The Savings Bank was established in
June 1996 to offer consumer lending products and deposits. The Savings Bank
offers, and expects to continue to offer, multiple financial products and
services by using our information-based strategy and existing information
technology systems.
We have filed applications with the Board of Governors of the Federal
Reserve System and the State Corporation Commission of Virginia, Bureau of
Financial Institutions, to merge the Bank and the Savings Bank. If approved, the
Bank would be the surviving institution, and would, concurrently with the
merger, convert from a state-chartered limited purpose credit card bank to a
state-chartered savings bank. The resulting institution would retain the name
"Capital One Bank," as well as its membership in the Federal Reserve System.
-----------------------------
(1) MasterCard and Visa are registered trademarks of MasterCard International
Incorporated and VISA USA, Inc., respectively.
3
INFORMATION-BASED STRATEGY
Our information-based strategy allows us to differentiate among
customers based on their credit risk, credit card usage and other
characteristics. Our information-based strategy involves:
- developing sophisticated credit models;
- enhancing state of the art information systems;
- recruiting and keeping well-trained personnel to create a flexible
working culture; and
- segmenting potential customer lists based on credit scores,
demographics, customer behavioral characteristics and other criteria.
We use this strategy to design customized products and solicitations for
targeted customer segments. This leads to greater customer response levels and,
eventually, increased revenues within our risk models.
We apply our information-based strategy to all areas of our business,
including solicitations, account management, credit line management, pricing
strategies, usage stimulation, collections, recoveries, and account and balance
retention. Some examples of where we have used our information-based strategy in
the credit card business include, and are expected to continue to include,
various low introductory and intermediate-rate balance transfer products, and
other customized credit card products. We have expanded our information-based
strategies beyond our credit card business and use it in other financial and
non-financial businesses to identify new product opportunities and to make
informed investment decisions regarding our existing products. These products
and services include selected non-credit card consumer lending products, such as
automobile financing, and our deposit-taking business.
ACQUISITION OF PEOPLEFIRST
This prospectus relates to up to 3,728,643 shares of our common stock
which may be offered and sold from time to time by certain of our stockholders,
all of whom are named in this prospectus. The selling stockholders have acquired
such shares in connection with our acquisition of PeopleFirst.
RISK FACTORS
This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements. Statements that are not
historical facts, including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements include information
relating to our future earnings per share, return on equity, growth in managed
loans outstanding and customer accounts, net interest margins, funding costs,
operations costs and employment growth, marketing expense, delinquencies and
charge-offs. Forward-looking statements also include statements using words such
as "expect," "anticipate," "intend," "plan," "believe," "estimate" or similar
expressions. We have based these forward-looking statements on our current
plans, estimates and projections, and you should not unduly rely on them.
Forward-looking statements are not guarantees of future performance.
They involve risks, uncertainties and assumptions, including the risks discussed
below. Our future performance and actual results may differ materially from
those expressed in these forward-looking statements. Many of the factors that
will determine these results and values are beyond our ability to control or
predict. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. You should carefully consider the factors discussed below
in evaluating these forward-looking statements.
This section highlights specific risks that could affect our business
and us. Although we have tried to discuss key factors, please be aware that
other risks may prove to be important in the future. New risks
4
may emerge at any time and we cannot predict such risks or estimate the extent
to which they may affect our financial performance.
We Face Intense Competition in all of our Markets
We face intense competition from many other providers of credit cards
and other consumer financial products and services. In particular, we compete
with international, national, regional and local bank card issuers, with other
general purpose credit or charge card issuers, and to a certain extent, issuers
of smart cards and debit cards. In addition, the Gramm-Leach-Bliley Financial
Services Modernization Act of 1999, which permits greater affiliations between
banks, securities firms and insurance companies, may increase competition in the
financial services industry, including in the credit card business. Increased
competition has resulted in, and may continue to cause, a decrease in credit
card response rates and reduced productivity of marketing dollars invested in
certain lines of business. Other credit card companies may compete with us for
customers by offering lower interest rates and fees and/or higher credit limits.
Because customers generally choose credit card issuers based on price (primarily
interest rates and fees), credit limit and other product features, customer
loyalty is limited. We may lose entire accounts, or may lose account balances,
to competing card issuers. This customer attrition, together with any lowering
of interest rates or fees that we might implement to retain customers, could
reduce our revenues and therefore our earnings.
In the past, we faced intense competition primarily in the market for
our low introductory rate credit cards. Recently, however, competition in the
markets for our other credit card products, such as our low fixed-rate cards,
secured cards and other customized cards, has become more intense. The cost to
acquire new accounts varies along business lines and is expected to rise as we
move beyond the domestic card market. We expect that competition will continue
to grow more intense with respect to most of our products, including our
products offered internationally.
Fluctuations in Our Accounts and Loan Balances Will Affect Our Financial Results
Our accounts and loan balances and the rate at which they grow are
affected by a number of factors, including how we allocate our marketing
investment among different products and the rate at which customers transfer
their accounts and loan balances to us or away from us to competing card
issuers. Accounts and loan balances are also affected by general economic
conditions, which may increase or decrease the amount of spending by customers
and affect their ability to repay their loans, and other factors beyond our
control.
Because we designed our IBS to take advantage of market opportunities by
differentiating among customers and targeting growth opportunities, we cannot
forecast how much we will spend for marketing, how we will spend such funds, or
on which products. Accordingly, our account and loan balance growth is affected
by which products our IBS identifies as targeted growth opportunities and our
continual reassessment of those targets, general economic conditions, and many
other factors. Our results, therefore, will vary as marketing investments,
accounts and loan balances fluctuate.
It is Difficult to Sustain and Manage Growth
Our growth strategy is threefold. First, we seek to continue to grow our
domestic credit card business. Second, we desire to grow our lending business,
including credit cards, internationally, in the United Kingdom, Canada and
beyond. Third, we hope to identify and pursue new business opportunities. Our
management believes that, through IBS, we can achieve these objectives. However,
there are a number of factors that can affect our ability to do so, including:
- our ability to retain existing customers and to attract
new customers;
- the growth of existing and new account balances;
- the delinquency and charge-off levels of accounts;
5
- the availability of funding on favorable terms;
- the amount of funds available for marketing to solicit
new customers;
- general economic and other factors;
- postal service disruptions and costs;
- the legal and regulatory environment;
- a favorable interest rate environment;
- our ability to build or acquire the necessary
operational and organizational infrastructure;
- our ability to manage expenses as we expand; and
- our ability to recruit experienced management and
operations personnel.
Our expansion internationally is affected by additional factors,
including limited access to information, differences in cultural attitudes
toward credit, new regulatory and legislative environments, political
developments, exchange rates and differences from the historical experience of
portfolio performance in the United States and other countries.
Difficulties or delays in the development, production, testing and
marketing of new products or services will affect the success of such products
or services and can cause losses associated with the costs to develop
unsuccessful products and services. Such difficulties could include:
- failure to implement new product or service programs on
time;
- failure of customers to accept these products or
services;
- operational difficulties or delays;
- losses arising from the testing of new products or
services; and
- legal and other difficulties.
In addition, we may not achieve the same financial results in connection
with any new products and services we offer as we achieved in the past from our
credit card business.
We May Experience Limited Availability of Financing and Variation in Our Funding
Costs
The securitization of consumer loans, which involve the sale of
beneficial interests in consumer loan balances, is one of our major sources of
funding. As of December 31, 2001, we had $27.4 billion, or approximately 60%, of
our total loans subject to securitization transactions. Our ability to use
securitization funding depends on how difficult and expensive such funding is.
Until now, we have completed securitization transactions on terms that we
believe are acceptable. However, securitization transactions can be affected by
many factors. Economic, legal, regulatory, accounting and tax changes can make
securitization funding more difficult, more expensive or unavailable on any
terms both domestically and internationally, where the securitization of
consumer loans may be on terms more or less favorable than in the United States.
For example, securitizations that meet the criteria for sale treatment under
generally accepted accounting principles may not always be an attractive source
of funding for us, and we may have to seek other more expensive funding sources
in the future.
In general, the amount, type and cost of our financing, including
financing from other financial institutions, the capital markets and deposits,
affect our financial results. A number of factors could make such financing more
difficult, more expensive or unavailable including, but not limited to, changes
within
6
our organization, changes in the activities of our business partners, changes
affecting our investments, interest rate fluctuations and regulatory changes. In
addition, we compete for funding with other banks, savings banks and similar
companies. Some of these institutions are publicly traded. Many of these
institutions are substantially larger, have more capital and other resources and
have better financial ratings than we do. Competition from these other borrowers
may increase our cost of funds. Events that disrupt capital markets and other
factors beyond our control could also make our funding sources more expensive or
unavailable.
We May Experience Increased Delinquencies and Credit Losses
Like other credit card lenders, we face the risk that we will not be
able to collect on our accounts because accountholders may not repay their
credit card and other unsecured loans. Consumers who miss payments on their
credit card and other unsecured loans often fail to repay them, and consumers
who file for protection under the bankruptcy laws generally do not repay their
credit card and other unsecured loans. Therefore, the rate of missed payments,
or "delinquencies," on our portfolio of loans, and the rate at which consumers
may be expected to file for bankruptcy, can be used to predict the future rate
at which we will charge-off our consumer loans. A high charge-off rate would
hurt our overall financial performance and the performance of our
securitizations and increase our cost of funds.
Widespread increases in past-due payments and nonpayment are likely to
occur if the country or a regional area experiences an economic downturn, such
as a recession. In addition, credit card accounts tend to exhibit a rising
trend of delinquency and credit losses as they "season," or age. As a result of
seasoning of our portfolio and other factors, we have experienced an increase
in our managed net charge-off rate from 3.92% in the third quarter of 2001 to
4.42% in the fourth quarter of 2001. Delinquencies and credit losses could also
occur for other reasons. For example, fraud can cause losses. Likewise, if we
make fewer loans than we have in the past, the proportion of new loans in our
portfolio will decrease and the delinquency rate and charge-off rate may
increase. Therefore, the seasoning of accounts or a slowdown in the rate at
which we acquire new accounts may require higher loan loss provisions and
reserves. This would reduce our earnings unless offset by other changes.
In addition, we market many of our products to consumers who have less
experience with credit risk and performance, and who therefore tend to
experience higher delinquency and charge-off rates. We refer to these consumers
as "underserved" . Our goal is to use IBS to set the credit limits and price
products forunderserved consumers relative to the risk of anticipated associated
losses, but we may not set high enough fees and rates for these accounts to
offset the higher delinquency and loss rates we may experience.
We Face Risk From Economic Downturns and Social Factors
Delinquencies and credit losses in the credit card industry generally
increase during economic downturns or recessions. Likewise, consumer demand may
decline during an economic downturn or recession. Accordingly, an economic
downturn or recession (either local or national) can hurt our financial
performance as accountholders default on their loans or carry lower balances. As
we increasingly market our cards internationally, an economic downturn or
recession outside the United States also could hurt our financial performance. A
variety of social factors also may cause changes in credit card use, payment
patterns and the rate of defaults by accountholders. These social factors
include changes in consumer confidence levels, the public's perception of the
use of credit cards and changing attitudes about incurring debt and the stigma
of personal bankruptcy. Our goal is to manage these risks through our
underwriting criteria and product design, but these tools may not be enough to
protect our growth and profitability during a sustained period of economic
downturn or recession or a material shift in social attitudes.
We Face Risks of Interest Rate Fluctuations
Like other financial institutions, we borrow money from institutions and
depositors which we then lend to customers. We earn interest on the consumer
loans we make, and pay interest on the deposits and borrowings we use to fund
those loans. The difference between these two interest rates affects the value
of
7
our assets and liabilities. If the rate of interest we pay on our borrowings
increases more than the rate of interest we earn on our loans, our net interest
income, and therefore our earnings, could fall. Our earnings could also be hurt
if the rates on our consumer loans fall more quickly than those on our
borrowings.
The financial instruments and techniques we use to manage the risk of
interest rate fluctuations, such as asset/liability matching, interest rate
swaps and hedges, may not always work successfully. Our goal is generally to
maintain an interest rate neutral or "matched" position, where interest rates on
loans and borrowings go up or down by the same amount and at the same time so
that interest rate changes for loans or borrowings will not affect our earnings.
We cannot, however, always achieve this position at a reasonable cost.
Furthermore, if these techniques become unavailable or impractical, our earnings
could be less than we may have anticipated.
We also manage these risks partly by changing the interest rates we
charge on our credit card accounts. The success of repricing accounts to match
an increase or decrease in our borrowing rates depends on the overall product
mix of such accounts, the actual amount of accounts repriced, the rate at which
we are originating new accounts and our ability to retain accounts (and the
related loan balances) after repricing. For example, if we increase the interest
rate we charge on our credit card accounts and the accountholders close their
accounts as a result, we won't be able to match our increased borrowing costs as
quickly if at all.
Changes in Regulation and Legislation Can Affect Our Results
Federal and state laws and rules, as well as rules to which we are
subject in foreign jurisdictions in which we conduct business, significantly
limit the types of activities in which we engage. For example, federal and state
consumer protection laws and rules limit the manner in which we may offer and
extend credit. From time to time, the United States Congress and the states
consider changing these laws and may enact new laws or amend existing laws to
regulate further the consumer lending industry. Such new laws or rules could
limit the amount of interest or fees we can charge, restrict our ability to
collect on account balances, or materially affect us or the banking or credit
card industries in some other manner. Additional federal and state consumer
protection legislation also could seek to expand the privacy protections
afforded to customers of financial institutions and restrict our ability to
share or receive customer information.
The laws governing bankruptcy and debtor relief, in the U.S. or in
foreign jurisdictions in which we conduct business, also could change, making it
more expensive or more difficult for us to collect from our customers. Congress
currently is considering legislation that would change the existing federal
bankruptcy laws. One intended purpose of this legislation is to increase the
collectibility of unsecured debt, however, it is not clear whether or in what
form Congress may adopt this legislation and we cannot predict how this
legislation may affect us.
In addition, banking regulators possess broad discretion to issue or
revise regulations, or to issue guidance regarding the interpretation or
application of such regulations, which may significantly impact the Corporation,
the Bank or the Savings Bank. For example, the banking agencies have issued
examiner guidelines governing subprime lending activities which may require
financial institutions engaged in such lending to carry higher levels of capital
and/or loan loss reserves. Regulators have also recently restricted the ability
of two credit card issuers to provide further credit to higher risk customers
due principally to supervisory concerns over rising charge-off rates and capital
adequacy. We maintain an active dialogue with our banking agency regulators and
believe that our capital levels and risk management practices are appropriate
for our business. We cannot, however, predict whether and how any new guidelines
issued or other regulatory actions taken by the agencies will be applied to the
Bank or the Savings Bank or the resulting effect on the Corporation, the Bank or
the Savings Bank.
In addition, the existing laws and rules, both in the U.S and in the
foreign jurisdictions in which we conduct operations, are complex. If we fail to
comply with them we might not be able to collect our loans in full, or we might
be required to pay damages or penalties to our customers. For these reasons, new
or changes in existing laws or rules could hurt our profits.
Fluctuations in Our Expenses and Other Costs May Hurt Our Financial Results
8
Our expenses and other costs, such as human resources and marketing
expenses, directly affect our earnings results. Many factors can influence the
amount of our expenses, as well has how quickly they grow. For example,
increases in postal rates currently contemplated by postal regulators could
raise our costs for postal service, which is a significant component of our
expenses for marketing and for servicing our 43.8 million accounts as of
December 31, 2001. As our business develops, changes or expands, additional
expenses can arise from asset purchases, structural reorganization or a
reevaluation of business strategies. Other factors that can affect the amount of
our expenses include legal and administrative cases and proceedings, which can
be expensive to pursue or defend. In addition, changes in accounting policies
can significantly affect how we calculate expenses and earnings.
USE OF PROCEEDS
The selling stockholders are offering all of the shares of common stock
covered by this prospectus. We will not receive any proceeds from the sale of
the shares.
SELLING STOCKHOLDERS
The following table sets forth:
- the name and principal position or positions over the past three
years with us of each selling stockholder;
- the number of shares of our common stock owned by each selling
stockholder as of January 16, 2002;
- the number of shares of our common stock being registered under
this registration statement, some or all of which shares may be
sold from time to time pursuant to this prospectus; and
- the number of shares of our common stock and the percentage of
the total class of common stock outstanding to be owned by each
selling stockholder following this offering, assuming the sale
pursuant to this offering of all the shares being registered
under this registration statement.
The following table includes information provided to us by the selling
stockholders. Since the date on which they provided us with the relevant
information, the selling stockholders may have sold, transferred or otherwise
disposed of all or a portion of their shares of our common stock or purchased
additional shares of our common stock.
There is no assurance that any of the selling stockholders will sell any
or all of the shares offered by them under this registration statement.
The inclusion in the table of the individuals named in the table shall
not be deemed to be an admission that any such individuals are our "affiliates."
SHARES BENEFICIALLY OWNED IF
ALL SHARES REGISTERED ARE SOLD
PRINCIPAL POSITION(s) NUMBER OF SHARES ------------------------------
NAME OF SELLING OF BENEFICIARY WITH BENEFICIALLY OWNED NUMBER OF SHARES
STOCKHOLDER CAPITAL ONE PRIOR TO OFFERING REGISTERED NUMBER PERCENT
----------- ----------- ----------------- ---------- ------ -------
AbelesTrust UAD N/A 5,712 5,712 0 *
Ahto Family Limited N/A 4,678 4,678 0 *
Partnership
9
SHARES BENEFICIALLY OWNED IF
ALL SHARES REGISTERED ARE SOLD
PRINCIPAL POSITION(s) NUMBER OF SHARES ------------------------------
NAME OF SELLING OF BENEFICIARY WITH BENEFICIALLY OWNED NUMBER OF SHARES
STOCKHOLDER CAPITAL ONE PRIOR TO OFFERING REGISTERED NUMBER PERCENT
----------- ----------- ----------------- ---------- ------ -------
Alan Rappaport N/A 835 835 0 *
Alan Wilkinson N/A 1,671 1,671 0 *
Albert J. Miller & N/A (1) 2,284 2,284 0 *
Kathleen J. Miller
Alfred T. d'Alberti & N/A 5,793 5,793 0 *
Julia K. Galliker
American Express N/A 66,853 66,853 0 *
Travel Related
Services, Inc.
Anchorage Angels, LLC N/A 3,114 3,114 0 *
Andreas Hinrichs N/A 9,868 9,868 0 *
Anthony Kotcher & N/A 1,305 1,305 0 *
Desiree E. Kotcher
Barry Schrag N/A 2,611 2,611 0 *
Baystar Capital, LP N/A 22,284 22,284 0 *
Baystar International N/A 11,142 11,142 0 *
Ltd.
Bernice S. Postley N/A 1,169 1,169 0 *
Trust
Bill Cook N/A 428 428 0 *
Bill Strench N/A 78 78 0 *
Brian Reed President, 12,336 12,336 0 *
PeopleFirst, Inc.
Bryan Martin N/A 334 334 0 *
Carrie Cooper Process Training 856 856 0 *
Manager,
PeopleFirst, Inc.
Catherine T. Bailey N/A 26,707 26,707 0 *
Charles N. Myhre N/A 571 571 0 *
Charles Rockwood N/A 82 82 0 *
Christopher L. Baldwin N/A 3,427 3,427 0 *
Colleen S. Grost N/A 571 571 0 *
(Waterhouse National
Bank fbo)
Dan Sussman N/A 642 642 0 *
10
SHARES BENEFICIALLY OWNED IF
ALL SHARES REGISTERED ARE SOLD
PRINCIPAL POSITION(s) NUMBER OF SHARES ------------------------------
NAME OF SELLING OF BENEFICIARY WITH BENEFICIALLY OWNED NUMBER OF SHARES
STOCKHOLDER CAPITAL ONE PRIOR TO OFFERING REGISTERED NUMBER PERCENT
----------- ----------- ----------------- ---------- ------ -------
Dana A. Quattrin Chief 2,142 2,142 0 *
Administrative
Officer,
PeopleFirst, Inc.
Dana A. Quattrin IRA Chief 285 285 0 *
(National Investor Administrative
Services fbo) Officer,
PeopleFirst, Inc.
Daniel Seymour N/A 1,440 1,440 0 *
Jonathan Daniel N/A 37,747 37,747 0 *
Chevatt Seymour
Irrevocable Trust U/A
David Coulter N/A 1,671 1,671 0 *
David G. Soule N/A 783 783 0 *
David G. Zeller Chief Operating 246,286+ 98,669 151,860+ *
Officer,
PeopleFirst, Inc.
David G. Zeller Chief Operating 6,314 6,314 0 *
(Waterhouse National Officer,
Bank fbo) PeopleFirst, Inc.
Marie Zeller N/A(2) 3,027 3,027 0 *
(Waterhouse National
Bank fbo)
David Yeres N/A 1,428 1,428 0 *
DCX.net Holding Gmbh N/A 471,076 471,076 0 *
Deborah K. Miller & N/A 1,142 1,142 0 *
Kathy K. McGinnis
Dennis Crum N/A 155 155 0 *
Douglas G. Gzym & N/A 17,136 17,136 0 *
Elizabeth R. Tucker
E. Bulkeley Griswold N/A 11,142 11,142 0 *
E. Bulkeley Griswold N/A 2,072 2,072 0 *
(L&L Capital Partners,
LLC Profit Sharing
401(k) Plan fbo)
Edgar Masinter N/A 835 835 0 *
Edsel Langley & Irene N/A 2,611 2,611 0 *
Clifford Langley
Eileen Bannon N/A 1,876 1,876 0 *
11
SHARES BENEFICIALLY OWNED IF
ALL SHARES REGISTERED ARE SOLD
PRINCIPAL POSITION(s) NUMBER OF SHARES ------------------------------
NAME OF SELLING OF BENEFICIARY WITH BENEFICIALLY OWNED NUMBER OF SHARES
STOCKHOLDER CAPITAL ONE PRIOR TO OFFERING REGISTERED NUMBER PERCENT
----------- ----------- ----------------- ---------- ------ -------
Ellsperman Limited Sole partner is 2,532 2,532 0 *
Partnership Chief Financial
Officer,
PeopleFirst, Inc.
Eric L. Hedegaard Chief Systems 37,973+ 16,278 21,695+ *
Architect,
PeopleFirst, Inc.
Eric L. Hedegaard IRA Chief Systems 1,714 1,714 0 *
(Waterhouse National Architect,
Bank fbo) PeopleFirst, Inc.
Eric Wilkinson N/A 334 334 0 *
Evan P. Bakst N/A 501 501 0 *
Frederick B. Utley, III N/A 5,222 5,222 0 *
Gary J. Miller Chief Executive 396,948+ 231,699 195,249+ *
Officer,
PeopleFirst, Inc.
Gary J. Miller Chief Executive 12,224 12,224 0 *
(Waterhouse National Officer,
Bank fbo) PeopleFirst, Inc.
Geoffrey M. Halverson Vice President, 754 754 0 *
IRA (Waterhouse PeopleFirst, Inc.
National Bank fbo)
Carol Halverson N/A(3) 183 183 0 *
Eric Halverson N/A(4) 174 174 0 *
Gilbert J. Postley N/A 835 835 0 *
Trust
Greg Chapman N/A 7,894 7,894 0 *
Gregory Lee Chapman N/A 5,140 5,140 0 *
(Waterhouse National
Bank fbo)
Harold Pote N/A 668 668 0 *
Harry F. Meyers & N/A 1,428 1,428 0 *
Ruth Meyers
Helayne L. Baron N/A 1,428 1,428 0 *
Irving W. Bailey, II N/A 109,583 109,583 0 *
IWB Investments, L.P. N/A 31,093 31,093 0 *
J. Robert Bredahl N/A 571 571 0 *
James A. Parrish & N/A 7,833 7,833 0 *
Phyllis W. Parrish
12
SHARES BENEFICIALLY OWNED IF
ALL SHARES REGISTERED ARE SOLD
PRINCIPAL POSITION(s) NUMBER OF SHARES ------------------------------
NAME OF SELLING OF BENEFICIARY WITH BENEFICIALLY OWNED NUMBER OF SHARES
STOCKHOLDER CAPITAL ONE PRIOR TO OFFERING REGISTERED NUMBER PERCENT
----------- ----------- ----------------- ---------- ------ -------
James E. Wangerin & N/A 2,611 2,611 0 *
Patricia A. Wangerin
Jasna Markovac N/A(5) 1,712 1,712 0 *
Jasna Markovac IRA N/A 3,085 3,085 0 *
(National Investor
Services fbo)
Jason Baker & Mary N/A 571 571 0 *
Cunningham-Baker
Jay R. Braman N/A 4,855 4,855 0 *
Jeffrey D. Nabi N/A 1,876 1,876 0 *
Jerry Staub N/A 394 394 0 *
JG Funding, LLC N/A 231,957 231,957 0 *
Joann Hendleman N/A 128 128 0 *
Joel Coleman N/A 428 428 0 *
John Achberger N/A 4,284 4,284 0 *
John Black N/A 382 382 0 *
John Black (National N/A 742 742 0 *
Investor Services fbo)
John G. Barry N/A 3,884 3,884 0 *
John Barry IRA N/A 742 742 0 *
(Waterhouse National
Bank fbo)
John Hermann, Jr. N/A 835 835 0 *
John MacWilliams N/A 835 835 0 *
Jon Stewart N/A 571 571 0 *
Jon Stewart & N/A 571 571 0 *
Michelle Stewart
Jonathan Klein N/A 68 68 0 *
Joseph M. Donovan N/A 16,401 16,401 0 *
Joseph Donovan (Smith N/A 11,424 11,424 0 *
Barney, as IRA
custodian fbo)
JP Morgan Capital N/A 436,260 436,260 0 *
Corporation
Jure Grahovac & N/A 571 571 0 *
Lidija Gradhovac
13
SHARES BENEFICIALLY OWNED IF
ALL SHARES REGISTERED ARE SOLD
PRINCIPAL POSITION(s) NUMBER OF SHARES ------------------------------
NAME OF SELLING OF BENEFICIARY WITH BENEFICIALLY OWNED NUMBER OF SHARES
STOCKHOLDER CAPITAL ONE PRIOR TO OFFERING REGISTERED NUMBER PERCENT
----------- ----------- ----------------- ---------- ------ -------
Kenneth J. Jakubowski N/A 6,895 6,895 0 *
& Kimberly J. Donovan
Kevin McGivern N/A 512 512 0 *
Kristen Holguin N/A(6) 91 91 0 *
Kris Brawn N/A 1,028 1,028 0 *
L&L Capital Partners, N/A 4,127 4,127 0 *
LLC
Larry J. Dobb & N/A 285 285 0 *
Janice K. Dobb
Lawrence R. Filiberto N/A 1,876 1,876 0 *
Lehman Brothers N/A 8,356 8,356 0 *
Investments Group, Inc.
Lucinda E. Rehmert N/A 571 571 0 *
Ludwig Herold N/A 2,955 2,955 0 *
Madison Capital N/A 523 523 0 *
Markets, LLC
Madison Dearborn N/A 485,603 485,603 0 *
Capital Partners III,
L.P.
Madison Dearborn N/A 5.013 5,013 0 *
Special Advisors Fund I,
LLC
Madison Dearborn N/A 10,782 10,782 0 *
Special Equity III,
L.P.
Marc A. Burton N/A 5,712 5,712 0 *
Mail Boxes Etc. USA, N/A 16,713 16,713 0 *
Inc.
Mario Cataldo Chief Information 25,979+ 4,284 21,695+ *
Officer,
PeopleFirst, Inc.
Mark C. Sellon N/A 3,998 3,998 0 *
Mark & Terry N/A 2,142 2,142 0 *
Featherston
Merrill Lynch Pierce N/A 26,706 26,706 0 *
Fenner & Smith
Incorporated
Michael Targoff N/A 1,671 1,671 0 *
14
SHARES BENEFICIALLY OWNED IF
ALL SHARES REGISTERED ARE SOLD
PRINCIPAL POSITION(s) NUMBER OF SHARES ------------------------------
NAME OF SELLING OF BENEFICIARY WITH BENEFICIALLY OWNED NUMBER OF SHARES
STOCKHOLDER CAPITAL ONE PRIOR TO OFFERING REGISTERED NUMBER PERCENT
----------- ----------- ----------------- ---------- ------ -------
Moore Global N/A 225,678 225,678 0 *
Investments, Ltd.
Moore Overseas N/A 224,062 224,062 0 *
Technology Venture
Fund, LDC
Moore Technology N/A 52,852 52,852 0 *
Venture Fund, LLC
Mounir Nahas N/A 334 334 0 *
Nancy Quinn N/A 835 835 0 *
Nazareth A. Festekjian N/A 7,833 7,833 0 *
Nicholas Seaver N/A 501 501 0 *
NMS Services (Cayman) N/A 150,419 150,149 0 *
Inc.
Oppenheimer Enterprise N/A 33,426 33,426 0 *
Fund
Paul Seubert IRA N/A 1,942 1,942 0 *
(Waterhouse National
Bank fbo)
Peter E. Hoey N/A 2,611 2,611 0 *
Philip Wilkinson N/A 501 501 0 *
Ralph E. Young IRA N/A 451 451 0 *
(National Investor
Services fbo)
Randolph Street N/A 5,013 5,013 0
Partners II
Ramona Tobler Director of 2,955 2,955 0 *
Organization
Development,
PeopleFirst, Inc.
Remington Investment N/A 51,236 51,236 0 *
Strategies, LP
Rena Stokes N/A 1,305 1,305 0 *
Richland Ventures III, N/A 16,714 16,714 0 *
L.P.
Rob Geiger N/A 752 752 0 *
Robert M. Okabe & N/A 5,712 5,712 0 *
Martha Frish Okabe
Robert Wilcox & N/A 571 571 0 *
Lorraine Wilcox
15
SHARES BENEFICIALLY OWNED IF
ALL SHARES REGISTERED ARE SOLD
PRINCIPAL POSITION(s) NUMBER OF SHARES ------------------------------
NAME OF SELLING OF BENEFICIARY WITH BENEFICIALLY OWNED NUMBER OF SHARES
STOCKHOLDER CAPITAL ONE PRIOR TO OFFERING REGISTERED NUMBER PERCENT
----------- ----------- ----------------- ---------- ------ -------
Robin K. Kirsch IRA N/A 856 856 0 *
(Waterhouse National
Bank fbo)
Ronald Lemire N/A 2,142 2,142 0 *
Royal Bank of Canada N/A 239,809 150,418 89,391 *
Russell B. Brewer II N/A 2,611 2,611 0 *
Saunders Capital N/A 14,792 14,792 0 *
Group, LLC
Scott Goverman N/A 1,297 1,297 0 *
Sean Fennema Director of 2,955 2,955 0 *
Operations,
PeopleFirst, Inc.
Sherry Perchik N/A 128 128 0 *
Sixty Wall Street N/A 117,470 117,570 0 *
Fund, L.P.
Spencer L. Brady N/A 1,133 1,133 0 *
Spencer L. Brady N/A 825 825 0 *
(Waterhouse National
Bank fbo)
Steven C. Arthur & N/A 571 571 0 *
Katherine E.
Beyer-Arthur
Steven T. Kolyer N/A 3,468 3,468 0 *
Sylvia Lomblot Operations 856 856 0 *
Assistant,
PeopleFirst, Inc.
Terence Soule N/A 1,268 1,268 0 *
Teresa Sakura Young N/A 451 451 0 *
IRA (Waterhouse
National Bank fbo)
Teresa S. Young & N/A 571 571 0 *
Ralph E. Young
Thomas Mendell N/A 1,504 1,504 0 *
Tom Staub N/A 171 171 0 *
Toni Black N/A 1,874 1,874 0 *
Torre J. Meeder N/A 5,997 5,997 0 *
Vladimir Markovac & N/A(7) 5,793 5,793 0 *
Anika Markovac
16
SHARES BENEFICIALLY OWNED IF
ALL SHARES REGISTERED ARE SOLD
PRINCIPAL POSITION(s) NUMBER OF SHARES ------------------------------
NAME OF SELLING OF BENEFICIARY WITH BENEFICIALLY OWNED NUMBER OF SHARES
STOCKHOLDER CAPITAL ONE PRIOR TO OFFERING REGISTERED NUMBER PERCENT
----------- ----------- ----------------- ---------- ------ -------
W. Randolph Ellspermann Chief Financial 80,532+ 37,142 43,390 *
Officer,
PeopleFirst, Inc.
William A. Gracy IRA N/A 1,305 1,305 0 *
(Waterhouse National
Bank fbo)
William Stuek N/A 835 835 0 *
William T. Lloyd, IV N/A 3,916 3,916 0 *
Percentage of Capital One Financial Corporation
Total Number of Shares of Common Stock Registered Common Stock Outstanding
3,728,643 1.73%(8)
* Indicates ownership of less than 1%.
+ Includes shares of Capital One common stock, acquired by the selling
stockholder pursuant to the acquisition of PeopleFirst, Inc., that are
subject to certain vesting criteria and are not registered hereunder.
(1) Parents of Gary J. Miller, PeopleFirst, Inc.'s Chief Executive Officer.
(2) Spouse of David G. Zeller, PeopleFirst, Inc.'s Chief Operating Officer.
(3) Spouse of Geoffrey M. Halverson, PeopleFirst, Inc.'s Vice President.
(4) Son of Geoffrey M. Halverson, PeopleFirst, Inc.'s Vice President.
(5) Spouse of Gary J. Miller, PeopleFirst, Inc.'s Chief Executive Officer.
(6) Daughter of Geoffrey M. Halverson, PeopleFirst, Inc.'s Vice President.
(7) Parents of Jasna Markovac, spouse of Gary J. Miller, PeopleFirst, Inc.'s
Chief Executive Officer.
(8) Based on shares of Capital One Common Stock outstanding as of
December 31, 2001.
The selling stockholders acquired the shares in connection with our
acquisition of PeopleFirst which occurred on October 9, 2001.
Under the terms of our acquisition of PeopleFirst, we agreed to register
these shares in a registration statement, and to keep such registration
statement effective until the second anniversary of the date the registration
statement is declared effective unless all of the shares registered under this
registration statement are sold by the selling stockholders prior to that date,
or are eligible to be resold under Rule 144 of the Securities Act.
This prospectus also covers any additional shares of common stock that
become issuable in connection with the shares being registered by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in
the number of our outstanding shares of common stock. In addition, this
prospectus covers the preferred stock purchase rights that currently trade with
our common stock and entitle the holder to purchase additional shares of common
stock under certain circumstances.
17
PLAN OF DISTRIBUTION
We are registering the common stock on behalf of the selling
stockholders. As used in this prospectus, the term "selling stockholders"
includes pledgees, transferees or other successors-in-interest selling shares
received from the selling stockholders as pledgors, borrowers or in connection
with other non-sale-related transfers after the date of this prospectus. This
prospectus may also be used by transferees of the selling stockholders,
including broker-dealers or other transferees who borrow or purchase the shares
to settle or close out short sales of shares of common stock. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner, and size of each sale or non-sale related transfer. We will
not receive any of the proceeds of this offering.
The selling stockholders may sell their shares of common stock directly
to purchasers from time to time. Alternatively, they may from time to time offer
the common stock to or through underwriters, broker/dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the selling stockholders or the purchasers of such securities
for whom they may act as agents. The selling stockholders and any underwriters,
broker/dealers or agents that participate in the distribution of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act and
any profit on the sale of such securities and any discounts, commissions,
concessions or other compensation received by any such underwriter,
broker/dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act. We know of no existing arrangements
between any selling stockholder and any other selling stockholder, underwriter,
broker/dealer or other agent relating to the sale or distribution of the shares.
No underwriter, broker/dealer or agent has been engaged by us in connection with
the distribution of the shares.
The common stock may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices. The
sale of the common stock may be effected by means of one or more of the
following transactions (which may involve crosses or block transactions):
- on any national securities exchange, such as the New York Stock
Exchange, or quotation service on which the common stock may be
listed or quoted at the time of sale,
- in the over-the-counter market,
- in transactions otherwise than on such exchanges or services or
in the over-the-counter market, or
- through the purchase and sale of over-the-counter options.
In connection with sales of the common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker/dealers, which may
in turn engage in short sales of the common stock in the course of hedging the
positions they assume. The selling stockholders may also sell common stock short
and deliver common stock to close out such short positions, or loan or pledge
common stock to broker/dealers that in turn may sell such securities.
At the time a particular offering of the common stock is made, a
prospectus supplement, if required, will be distributed which will set forth the
aggregate amount of common stock being offered and the terms of the offering,
including the name or names of any underwriters, broker/dealers or agents, any
discounts, commissions and other terms constituting compensation from the
selling stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to broker/dealers.
To comply with the securities laws of certain jurisdictions, if
applicable, the common stock will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers.
The selling stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations under the Exchange Act, which
provisions may limit the timing of purchases and sales of
18
any of the common stock by the selling stockholders. The foregoing may affect
the marketability of these securities.
All expenses of the registration of the common stock will be paid by us;
provided, however, that the selling stockholders will pay all underwriting
discounts and selling commissions, if any. The selling stockholders will be
indemnified by us against certain civil liabilities, including certain
liabilities under the Securities Act or will be entitled to contribution in
connection therewith. We will be indemnified by the selling stockholders
severally against certain civil liabilities, including certain liabilities under
the Securities Act, or will be entitled to contribution in connection therewith.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us
by John G. Finneran, Jr., our Executive Vice President, General Counsel and
Corporate Secretary. Mr. Finneran owns 27,051 shares of our common stock and
holds vested options to purchase 119,652 shares of our common stock issued under
our 1994 Stock Incentive Plan and unvested options to purchase 430,293 shares of
our common stock issued under our 1994 Stock Incentive Plan.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements incorporated by reference in our Annual Report on Form 10-K
for the year ended December 31, 2000, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we have filed with
the Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended (the "Securities Act"). The SEC'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 SEC'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 SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). You may read and copy this information at the SEC's Public
Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.You
may also obtain copies of this information by mail from the Public Reference
Room at rates determined by the SEC. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-732-0330. You can also
inspect reports, proxy statements and other information that we have filed
electronically with the SEC at the SEC's web site at http://www.sec.gov. These
documents can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus and any prospectus supplement. This means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is considered
to be a part of this prospectus and any prospectus supplement. Information that
we file later with the SEC and that is incorporated by reference in any
prospectus supplement will automatically update and supercede information
contained in this prospectus and any prospectus supplement. Our SEC file number
is 001-13300.
The following documents contain important information about us and our
financial condition. We have previously filed these documents with the SEC and
incorporate them by reference into this prospectus:
19
1. Our annual report on Form 10-K for the year ended December 31,
2000, filed on March 29, 2001;
2. Our quarterly report on Form 10-Q for the quarter ended March
31, 2001, filed on May 11, 2001 and our quarterly report on Form
10-Q for the quarter ended June 30, 2001, filed on August 14,
2001;
3. Our current reports on Form 8-K filed on January 17, 2001,
January 19, 2001, April 17, 2001, July 18, 2001, September 21,
2001, October 17, 2001, October 25, 2001 and November 2, 2001
and furnished on July 26, 2001 ;
4. The descriptions of our common stock and attached preferred
stock purchase rights set forth in the registration statements
on Form 8-A filed on August 24, 1994, and November 16, 1995, to
register such securities under Section 12 of the Exchange Act,
including any amendment or report filed with the SEC for the
purpose of updating such descriptions; and
5. Our definitive proxy statement(2) dated March 20, 2001.
We also incorporate by reference additional documents that we may file
with the SEC 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.
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 Capital One Financial Corporation,
Investor Relations Department, 2980 Fairview Park Drive, Falls Church, Virginia
22042, telephone (703) 205-1000.
-----------------------------
(2) The information referred to in Item 402(a)(8) of Regulation S-K and
paragraph (d)(3) of Item 7 of Regulation 14C promulgated by the SEC shall
not be deemed to be specifically incorporated by reference into this
prospectus.
20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All such expenses will be borne by Capital One. The
selling stockholders will pay all underwriting discounts and selling
commissions, if any. All amounts set forth below are estimates, other than the
SEC registration fee.
SEC Registration Fee $39,631
Printing and Engraving Expenses $1,000
Legal Fees and Expenses $10,000
Accounting Fees and Expenses $ 750
Miscellaneous $1,119
------
TOTAL $52,500
=======
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), because the person is or was a director
or officer of the corporation. Such indemnity may be against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person's conduct was
unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation
against any liability asserted against the person in any such capacity, or
arising out of the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under the
provisions of the law.
Article XI of Capital One's Restated Certificate of Incorporation and
Section 6.7 of Capital One's Bylaws provide, in general, for mandatory
indemnification of directors and officers to the extent permitted by law,
against liability incurred by them in proceedings instituted or threatened
against them by third
II-1
parties, or by or on behalf of Capital One itself, relating to the manner in
which they performed their duties unless they have been guilty of willful
misconduct or of a knowing violation of the criminal law.
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- --------------------------------------------------------
4.1 Restated Certificate of Incorporation of Capital One
Financial Corporation (incorporated by reference to
Exhibit 3.1 of Capital One's 1994 Annual Report on
Form 10-K)
4.2 Certificate of Amendment to Restated Certificate of
Incorporation of Capital One Financial Corporation
(incorporated by reference to Exhibit 3.1.2 of Capital
One's Current Report on Form 8-K, filed
January 16, 2001)
4.3 Amended and Restated Bylaws of Capital One Financial
Corporation (as amended November 18, 1999) (incorporated
by reference to Exhibit 3.2 of Capital One's 1999 Annual
Report on Form 10-K/A-2)
4.4 Rights Agreement, dated as of November 16, 1995, between
Capital One Financial Corporation and First Chicago
Trust Company of New York (as successor to Mellon Bank,
N.A.) as Rights Agent (incorporated by reference to
Capital One Financial Corporation's Current Report on
Form 8-K, filed November 16, 1995)
4.5 Amendment Number 1 to Rights Agreement, dated as of
April 29, 1999, between Capital One Financial
Corporation and First Chicago Trust Company of New York
(as successor to Mellon Bank, N.A.) as Rights Agent
(incorporated by reference to Capital One Financial
Corporation's Current Report on Form 8-K, filed
May 5, 1999)
4.6 Amendment Number 2 to Rights Agreement, dated as of
October 18, 2001, between Capital One Financial
Corporation and EquiServe Trust Company, N.A. (as
successor to First Chicago Trust Company of New York) as
Rights Agent (incorporated by reference to Capital One
Financial Corporation's Current Report on Form 8-K,
filed November 2, 2001)
5.1 Opinion of John G. Finneran, Jr., Executive Vice
President, General Counsel and Corporate Secretary of
Capital One
23.1 Consent of John G. Finneran, Jr., Executive Vice
President, General Counsel and Corporate Secretary of
Capital One (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (included on the signature page of
this registration statement)*
* PREVIOUSLY FILED.
ITEM 17. UNDERTAKINGS
A. Rule 415 Offering. The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Request for Acceleration of Effective Date
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Commonwealth of Virginia, on the 16th day of January, 2002.
CAPITAL ONE FINANCIAL CORPORATION
By: /s/ John G. Finneran, Jr.
-------------------------------
John G. Finneran, Jr.
Executive Vice President,
General Counsel and Corporate
Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated below on the 16th day of January, 2002.
SIGNATURE TITLE
/s/ Richard D. Fairbank* Director, Chairman and Chief Executive Officer
------------------------------------ (Principal Executive Officer)
Richard D. Fairbank
/s/ Nigel W. Morris* Director, President and Chief Operating Officer
------------------------------------
Nigel W. Morris
/s/ David M. Willey* Executive Vice President and Chief Financial Officer
------------------------------------ (Principal Accounting and Financial Officer)
David M. Willey
/s/ W. Ronald Dietz* Director
------------------------------------
W. Ronald Dietz
/s/ James A. Flick, Jr.* Director
------------------------------------
James A. Flick, Jr.
/s/ Patrick W. Gross* Director
------------------------------------
Patrick W. Gross
/s/ James V. Kimsey* Director
------------------------------------
James V. Kimsey
/s/ Stanley I. Westreich* Director
------------------------------------
Stanley I. Westreich
*By: /s/ John G. Finneran, Jr.
----------------------------------------------
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- --------------------------------------------------------
4.1 Restated Certificate of Incorporation of Capital One
Financial Corporation (incorporated by reference to
Exhibit 3.1 of Capital One's 1994 Annual Report on
Form 10-K)
4.2 Certificate of Amendment to Restated Certificate of
Incorporation of Capital One Financial Corporation
(incorporated by reference to Exhibit 3.1.2 of Capital
One's Current Report on Form 8-K, filed
January 16, 2001)
4.3 Amended and Restated Bylaws of Capital One Financial
Corporation (as amended November 18, 1999) (incorporated
by reference to Exhibit 3.2 of Capital One's 1999 Annual
Report on Form 10-K/A-2)
4.4 Rights Agreement, dated as of November 16, 1995, between
Capital One Financial Corporation and First Chicago
Trust Company of New York (as successor to Mellon Bank,
N.A.) as Rights Agent (incorporated by reference to
Capital One Financial Corporation's Current Report on
Form 8-K, filed November 16, 1995)
4.5 Amendment Number 1 to Rights Agreement, dated as of
April 29, 1999, between Capital One Financial
Corporation and First Chicago Trust Company of New York
(as successor to Mellon Bank, N.A.) as Rights Agent
(incorporated by reference to Capital One Financial
Corporation's Current Report on Form 8-K, filed
May 5, 1999)
4.6 Amendment Number 2 to Rights Agreement, dated as of
October 18, 2001, between Capital One Financial
Corporation and EquiServe Trust Company, N.A. (as
successor to First Chicago Trust Company of New York) as
Rights Agent (incorporated by reference to Capital One
Financial Corporation's Current Report on Form 8-K,
filed November 2, 2001)
5.1 Opinion of John G. Finneran, Jr., Executive Vice
President, General Counsel and Corporate Secretary of
Capital One
23.1 Consent of John G. Finneran, Jr., Executive Vice
President, General Counsel and Corporate Secretary of
Capital One (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (included on the signature page of
this registration statement)*
* Previously filed.
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