SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 29, 1999
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(Date of earliest event reported)
Capital One Financial Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-13300 54-1719854
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(State of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
2980 Fairview Park Drive
Suite 1300
Falls Church, Virginia 22042
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 205-1000
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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99.1 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, thereto duly authorized.
CAPITAL ONE FINANCIAL CORPORATION
Dated: May 4, 1999 By: /s/ John G. Finneran, Jr.
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John G. Finneran, Jr.
Senior Vice President, General Counsel
and Corporate Secretary
EXHIBIT INDEX
99.1 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.
Exhibit 99.1
AMENDMENT NUMBER 1 TO RIGHTS AGREEMENT
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Amendment Number 1 to Rights Agreement, dated as of April 29, 1999
("Amendment"), between Capital One Financial Corporation, a Delaware corporation
(the "Company"), and First Chicago Trust Company of New York, as successor to
Mellon Bank, N.A. (the "Rights Agent").
WITNESSETH:
WHEREAS, on November 16, 1995, the Board of Directors of the Company
authorized and declared a dividend of one Right for each share of Common Stock
outstanding at the close of business on November 29, 1995 (the "Record Date")
and authorized the issuance of one Right with respect to each share of Common
Stock that shall become outstanding between the Record Date and the earlier of
the Distribution Date and the Expiration Date;
WHEREAS, each Right entitles the holder to purchase one
one-hundredth of a Preferred Share upon the terms and subject to the conditions
set forth in the Rights Agreement, dated as of November 16, 1995 (the "Rights
Agreement"), between the Company and the Rights Agent; and
WHEREAS, on April 29, 1999, the Board of Directors of the Company
resolved to amend the Rights Agreement as hereinafter set forth in accordance
with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
Section 1. Certain Definitions. All capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in the
Rights Agreement.
Section 2. Amendments. (a) The Rights Agreement is hereby
amended as follows:
(i) Section 7(b) of the Rights Agreement is amended and restated in
its entirety as follows: "(b) The purchase price for the exercise of a Right
shall be $600, shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof, and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below (the "Purchase
Price")."
(ii) Section 11(p) of the Rights Agreement is amended and restated
in its entirety as follows: "(p) Notwithstanding anything in this Agreement to
the contrary, in the event that the Company shall, at any time after the date of
this Agreement and prior to the Distribution Date, (i) declare any dividend on
the outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding shares of Common Stock, (iii) combine or consolidate
the outstanding shares of Common Stock into a smaller number of shares, or (iv)
effect a reclassification of the outstanding shares of Common Stock, except as
otherwise provided in Section 7(e), the number of one one-hundredths of
Preferred Shares so purchasable after such event upon proper exercise of each
Right and the Purchase Price per Right after such event shall be determined by
multiplying the number of one one-hundredths of Preferred Shares so purchasable
immediately prior to such event or the Purchase Price in effect immediately
prior to such event, as the case may be, by a fraction, the numerator of which
shall be the total number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the total number of
shares of Common Stock outstanding immediately following such event. The
adjustments provided for in this Section 11(p) shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected. If an event occurs which would require an
adjustment under Section 11(a)(ii) and this Section 11(p), the adjustments
provided for in this Section 11(p) shall be in addition and prior to any
adjustment required pursuant to Section 11(a)(ii)."
(b) Except as expressly set forth in Section 2(a) hereof, the Rights
Agreement shall remain in full force and effect without alteration or
modification.
Section 3. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
Section 4. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 5. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed in accordance with the Rights Agreement and their respective
corporate seals to be hereunto affixed and attested, all as of the date and the
year first above written.
CAPITAL ONE FINANCIAL CORPORATION
By /s/ John G. Finneran, Jr.
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Name: John G. Finneran, Jr.
Title: Senior Vice President, General Counsel
and Corporate Secretary
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By /s/ Frederick T. Meyers
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Name: Frederick T. Meyers
Title: Assistant Vice President