8-KOther EventsExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Aug 18, 2006)

Filed August 18, 2006For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

This Form 8-K filed by Capital One Financial Corporation on August 18, 2006, primarily serves to attach and incorporate by reference the Preliminary Unaudited Pro Forma Condensed Combined Financial Information related to its previously announced definitive agreement to merge with North Fork Bancorporation, Inc. The filing underscores the progress of this significant acquisition, which, if completed, would see Capital One as the surviving entity. Investors should note that this document focuses on the pro forma financial implications of the merger and includes forward-looking statements regarding the transaction's potential benefits, operational integration, and associated risks. The report also reiterates details about the ongoing merger process, including the filing of a Registration Statement on Form S-4 and the distribution of a joint proxy statement/prospectus to stockholders. It emphasizes the importance of reviewing these documents for comprehensive information and outlines how investors can access these materials. The inclusion of pro forma financial data is critical for investors seeking to understand the potential financial profile of the combined entity post-merger.

Key Highlights

  • 1Capital One Financial Corporation is filing preliminary unaudited pro forma condensed combined financial information related to its merger agreement with North Fork Bancorporation, Inc.
  • 2This filing incorporates Exhibit 99.1, which details the pro forma financial impact of the merger as of June 30, 2006, and for the six months and year ended June 30, 2006, and December 31, 2005.
  • 3The merger, announced on March 13, 2006, plans for Capital One to be the surviving corporation.
  • 4The report includes forward-looking statements about the benefits, integration, and risks associated with the proposed business combination.
  • 5Investors are advised to review the definitive joint proxy statement/prospectus filed on Form S-4 for detailed information about the merger.
  • 6Capital One and North Fork disclaim any obligation to update forward-looking statements based on new information.
  • 7Key potential risks include obtaining regulatory approvals, stockholder approvals, successful business integration, realization of cost savings/synergies, and maintaining customer/employee/supplier relationships.

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