8-KOther Events

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Sep 26, 2006)

Filed September 26, 2006For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

This 8-K filing from Capital One Financial Corporation (COF) on September 26, 2006, provides an update on the proposed merger with North Fork Bancorporation, Inc. The primary focus is on the election process for North Fork stockholders to choose their merger consideration, which can be Capital One common stock, cash, or a combination thereof. The company reiterates that a definitive election deadline has not yet been set but is expected to be approximately five business days before the transaction closes, which is anticipated in the fourth quarter of 2006, pending regulatory approvals. Investors should note that this filing also serves as a communication related to the merger, reminding stakeholders that a joint proxy statement/prospectus has been filed with and distributed by the SEC. This document contains important information about the transaction, and investors are strongly encouraged to review it. The filing includes standard forward-looking statements with associated risks and uncertainties that could materially affect actual results, such as the ability to obtain regulatory approvals and successfully integrate the businesses.

Key Highlights

  • 1Capital One is providing an update on its merger with North Fork Bancorporation, Inc., expected to close in Q4 2006.
  • 2North Fork stockholders can elect to receive Capital One common stock, cash, or a mix of both as merger consideration.
  • 3The definitive election deadline for North Fork stockholders has not yet been set but will be announced at least five business days in advance.
  • 4The election deadline is expected to be approximately five business days before the transaction closes.
  • 5Regulatory approvals are still pending and are a condition for closing the merger.
  • 6A joint proxy statement/prospectus containing important information about the merger has been filed with the SEC and distributed to stockholders.
  • 7The report includes forward-looking statements that carry risks and uncertainties, which could impact future financial results.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide an update on the status of the proposed merger between Capital One Financial Corporation and North Fork Bancorporation, Inc., specifically concerning the election process for North Fork stockholders to choose their merger consideration.

The definitive election deadline has not been set but is expected to be approximately five business days prior to the transaction closing. Capital One will announce the deadline at least five business days in advance, and it will not be earlier than October 25, 2006.

North Fork stockholders are entitled to elect to receive Capital One common stock, cash, or a combination of both as their merger consideration.

Investors can find more detailed information in the joint proxy statement/prospectus filed with the SEC and distributed to stockholders. This document, along with other related filings, can be accessed on the SEC's website (www.sec.gov), Capital One's website (www.capitalone.com under 'Investors' > 'SEC & Regulatory Filings'), or North Fork's website (www.northforkbank.com under 'Investor Relations' > 'SEC Filings').