UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
March 14, 2012
Date of Report (Date of earliest event reported)
Commission File No. 1-13300
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 54-1719854 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 1680 Capital One Drive, McLean, Virginia |
22102 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(703) 720-1000
(Former name, former address and former fiscal year, if changed since last report)
(Not applicable)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This Current Report on Form 8-K/A (“Form 8-K/A”) is being filed by Capital One Financial Corporation (the “Company”) to amend the second Current Report on Form 8-K filed by the Company on March 14, 2012 (the “Original Filing”). This Form 8-K/A corrects the following amounts reported in Exhibit 99.4 to the Original Filing under “Preliminary Unaudited Pro Forma Condensed Combined Statement of Income”:
| ING Bank, fsb | Capital One ING Direct HSBC Combined |
|||||||||||||||
| Line Item |
Original Filing |
Form 8-K/A |
Original Filing |
Form 8-K/A |
||||||||||||
| Loans held for investment, including past-due fees |
$ | 658 | $ | 1,658 | No change | No change | ||||||||||
| Service charges and other customer-related fees |
$ | 27 | $ | 79 | $ | 3,257 | $ | 3,309 | ||||||||
| Interchange fees |
$ | 0 | $ | 17 | $ | 1,318 | $ | 1,335 | ||||||||
| Other (under “Non-interest income”) |
$ | (253 | ) | $ | (322 | ) | $ | 461 | $ | 392 | ||||||
| Supplies and equipment |
$ | 0 | $ | 4 | $ | 539 | $ | 543 | ||||||||
| Other (under “Non-interest expense”) |
$ | 303 | $ | 299 | $ | 4,845 | $ | 4,841 | ||||||||
Exhibit 99.4 hereto replaces Exhibit 99.4 in the Original Filing. Except for the foregoing amended information, no other information in the Original Filing or the exhibits thereto has been changed.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 99.4 | Preliminary Unaudited Pro Forma Condensed Combined Financial Statements as of and for the year ended December 31, 2011 (attached hereto) | |
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 hereunto duly authorized.
| CAPITAL ONE FINANCIAL CORPORATION | ||||||||
| Dated: March 15, 2012 | By: | /s/ GARY L. PERLIN | ||||||
| Gary L. Perlin | ||||||||
| Chief Financial Officer | ||||||||