Business Context and Reporting Period
This Form 8-K was filed by Capital One Financial Corporation on August 21, 2006. The report addresses Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits) in connection with a proposed merger with North Fork Bancorporation, Inc. The filing incorporates by reference unaudited consolidated financial statements of North Fork Bancorporation, Inc. as of June 30, 2006, December 31, 2005, and June 30, 2005, covering three-month and six-month periods ended June 30, 2006 and 2005.
Key Financial Metrics
This filing does not contain financial metrics for Capital One Financial Corporation. It serves solely to provide access to the unaudited financial statements of North Fork Bancorporation, Inc. (Exhibit 99.1). Specific values for revenue, profit, cash flow, margins, debt, or liquidity for either entity are not detailed within the text of this 8-K summary.
Material Changes
The primary material event is the progression of the proposed merger between Capital One and North Fork. A definitive joint proxy statement/prospectus was mailed to stockholders of both companies on or about July 14, 2006. This document constitutes the prospectus for the transaction.
Guidance, Outlook, and Risks
- Transaction Status: The merger is pending stockholder approval. Capital One, North Fork, and their respective management teams are soliciting proxies in favor of the merger.
- Investor Action: Investors are urged to read the joint proxy statement/prospectus for important information regarding the proposed merger.
- Document Access: The joint proxy statement/prospectus and related documents are available on the SEC website (www.sec.gov), Capital One's investor relations page, and North Fork's investor relations page.
Important Facts for Investors to Verify
- Review the definitive joint proxy statement/prospectus for detailed terms of the merger and risk factors.
- Examine Exhibit 99.1 for the unaudited financial statements of North Fork Bancorporation, Inc. to assess the target's financial health.
- Confirm the status of the proxy solicitation and the timeline for the merger vote.
- Verify the identities of participants in the proxy solicitation as disclosed in the proxy statement.