What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to report an update on the "Other Events" related to the proposed merger between Capital One Financial Corporation and North Fork Bancorporation, Inc. Specifically, it details a settlement reached regarding class action lawsuits filed by North Fork stockholders challenging the merger terms and related stock options.

What are the key financial implications of the settlement for Capital One?

For Capital One, the key financial implication is the capping of its potential profit from the stock option agreement to acquire North Fork shares at $630 million. This is a reduction from the previously agreed-upon maximum profit of $730 million.

How will North Fork stockholders be compensated through this settlement?

North Fork stockholders will benefit from a $20 million settlement fund established by North Fork. This fund will cover plaintiffs' attorneys' fees, and any remaining balance will be distributed to the class of North Fork common stockholders as of the merger's effective time, on a pro-rata basis.

What conditions must be met for this settlement to be finalized?

The settlement is subject to several conditions, including the execution of a definitive settlement agreement by all parties, the approval of that agreement by the Court, and the successful consummation of the merger between Capital One and North Fork.

CAPITAL ONE FINANCIAL CORP 8-K SEC Disclosure

Summary

This 8-K filing by Capital One Financial Corporation (COF) on August 8, 2006, primarily addresses an "Other Events" update concerning the proposed merger with North Fork Bancorporation, Inc. The core of the update details a settlement reached for putative class action lawsuits filed by North Fork stockholders. These lawsuits challenged the merger terms and the related stock option agreements between Capital One and North Fork. Key to the settlement is Capital One's agreement to waive its right to any profit exceeding $630 million from its option to acquire North Fork shares, reducing this potential profit cap from $730 million. Additionally, North Fork will establish a $20 million settlement fund to cover plaintiffs' attorneys' fees and distribute the remainder to North Fork shareholders. This settlement aims to resolve all claims related to the merger and associated transactions, paving the way for the consummation of the acquisition, subject to court approval and the merger's closing.

Key Highlights

1Capital One and North Fork have reached a Memorandum of Understanding (MOU) to settle putative class action lawsuits filed by North Fork stockholders concerning the proposed merger.
2Capital One will waive its right to receive profits exceeding $630 million from its stock option to acquire North Fork shares, down from a potential $730 million.
3North Fork will establish a $20 million settlement fund to resolve the class action lawsuits, which will cover attorneys' fees and be distributed to North Fork shareholders.
4The settlement requires court approval and is contingent upon the successful consummation of the merger between Capital One and North Fork.
5The filing also reiterates that a joint proxy statement/prospectus was mailed to stockholders on or about July 14, 2006, containing important information about the merger.
6Capital One and North Fork are subject to standard forward-looking statement disclaimers regarding the risks and uncertainties associated with the merger and its integration.

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Aug 8, 2006)

Summary

Key Highlights

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