Business Context and Reporting Period
This Form 8-K was filed by Capital One Financial Corporation on May 19, 2006. The report addresses a proposed merger with North Fork Bancorporation, Inc. It serves to incorporate by reference the financial statements of North Fork Bancorporation into Capital One's Registration Statement on Form S-3 (No. 333-133943).
Key Financial Metrics
This filing does not contain financial metrics for Capital One Financial Corporation. Instead, it references the filing of North Fork Bancorporation's financial statements as exhibits:
- Exhibit 99.1: Consolidated financial statements of North Fork Bancorporation as of December 31, 2005, and 2004, and for the three-year period ended December 31, 2005.
- Exhibit 99.2: Unaudited consolidated financial statements of North Fork Bancorporation as of March 31, 2006, December 31, 2005, and March 31, 2005, and for the three-month periods ended March 31, 2006 and 2005.
Specific values for revenue, profit, cash flow, margins, debt, or liquidity are not provided in the text of this 8-K; they are contained within the referenced exhibits.
Material Changes
The primary material event is the proposed merger between Capital One and North Fork Bancorporation. On May 1, 2006, Capital One filed a Registration Statement on Form S-4 with the SEC, which included a preliminary joint proxy statement/prospectus. The definitive joint proxy statement/prospectus is pending and will be mailed to stockholders of both companies.
Guidance, Outlook, and Risks
Management Commentary and Process: Capital One, North Fork, and their respective directors and executive officers are participants in the solicitation of proxies in favor of the merger. Investors are urged to read the definitive joint proxy statement/prospectus for important information regarding the transaction.
Document Availability: The preliminary and definitive proxy statements, along with other related documents, are available on the SEC website (www.sec.gov), Capital One's investor relations website, and North Fork's investor relations website.
Risks and Contingencies: The filing does not explicitly list specific financial risks or contingencies beyond the standard requirement for stockholder approval of the merger.
Investor Verification Checklist
- Verify the terms of the proposed merger in the definitive joint proxy statement/prospectus once filed.
- Review North Fork Bancorporation's financial health via Exhibits 99.1 and 99.2 referenced in this filing.
- Confirm the status of the Form S-4 registration statement filed on May 1, 2006.
- Check for updates on the mailing of the definitive proxy statement to stockholders.