8-KOther EventsExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Jun 9, 2005)

Filed June 9, 2005For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

This 8-K filing from Capital One Financial Corporation (COF) on June 9, 2005, primarily serves to furnish preliminary unaudited pro forma financial information related to its previously announced merger with Hibernia Corporation, initially reported on March 6, 2005. This pro forma data gives investors a hypothetical view of Capital One's financial position as if the merger had already occurred, allowing for a better understanding of the potential scale and combined financial characteristics of the merged entity. The filing also reiterates important disclosures regarding forward-looking statements and the risks and uncertainties associated with the proposed transaction. Investors are advised to review the detailed proxy statement/prospectus filed with the SEC for comprehensive information about the merger, which includes details on potential synergies, integration risks, and regulatory approvals.

Key Highlights

  • 1Capital One (COF) is filing preliminary unaudited pro forma financial information related to its merger with Hibernia Corporation.
  • 2The merger was initially announced on March 6, 2005, with Capital One as the surviving entity.
  • 3The pro forma financial information is intended to show the combined financial picture of both companies if the merger were already completed.
  • 4The filing includes a disclaimer about forward-looking statements and the inherent risks and uncertainties in the transaction.
  • 5Key risks mentioned include obtaining regulatory approvals, Hibernia shareholder approval, successful business integration, realization of cost savings/synergies, and maintaining customer/employee/supplier relationships.
  • 6Investors are directed to review the Form S-4 registration statement and the forthcoming definitive proxy statement/prospectus for detailed information on the merger.
  • 7Information regarding participants in the proxy solicitation for the merger will be detailed in the definitive proxy statement/prospectus.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with preliminary unaudited pro forma financial information that illustrates the combined financial condition and results of operations of Capital One and Hibernia Corporation, assuming their previously announced merger had already occurred.

The filing highlights several risks, including the need for regulatory and Hibernia shareholder approvals, the potential for challenges in successfully integrating the two businesses, the uncertainty of fully realizing expected cost savings and synergies, and the risk of disruption to relationships with customers, employees, and suppliers due to the transaction.

Investors are urged to read the definitive proxy statement/prospectus when it becomes available. This document, along with other related filings by Capital One and Hibernia, can be obtained for free from the SEC's website (www.sec.gov), Capital One's website (www.capitalone.com) under 'Investors' > 'SEC & Regulatory Filings', or Hibernia's website (www.hibernia.com) under 'About Hibernia' > 'Investor Relations—SEC Filings'.

No, this filing provides preliminary unaudited pro forma condensed combined financial information. This means it is an estimate and not the final audited financial results of the merged company, which will be reported after the merger is completed and the results are finalized.