SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
March 6, 2005
Capital One Financial Corporation
|(State or other jurisdiction of
|(Commission File Number)||(IRS Employer Identification No.)|
|1680 Capital One Drive, McLean, Virginia||22102|
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (703) 720-1000.
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:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|Item 8.01 Other Events.|
|Item 9.01 Financial Statements and Exhibits.|
|EX-99.1: PRESS RELEASE|
|EX-99.2: INVESTOR PRESENTATION|
Item 8.01 Other Events.
On March 6, 2005, Capital One Financial Corporation (Capital One) and Hibernia Corporation (Hibernia) issued a joint press release announcing the execution of the Agreement and Plan of Merger, dated as of March 6, 2005, between Capital One and Hibernia.
A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Additionally, Capital One hereby files the Investor Presentation attached hereto as Exhibit 99.2.
Additional Information About this Transaction
In connection with the proposed merger, Capital One will file with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 that will include a proxy statement of Hibernia that also constitutes a prospectus of Capital One. Hibernia will mail the proxy statement/prospectus to its stockholders. Investors and security holders are urged to read the proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by Capital One and Hibernia with the SEC at the SECs website at www.sec.gov. The proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Capital Ones website at www.capitalone.com under the tab Investors and then under the heading SEC & Regulatory Filings or by accessing Hibernias website at www.hibernia.com under the tab About Hibernia and then under the heading Investor RelationsSEC Filings.
Capital One, Hibernia and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Hibernia stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Hibernia stockholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about Capital Ones executive officers and directors in its definitive proxy statement filed with the SEC on March 17, 2004. You can find information about Hibernias executive officers and directors in its definitive proxy statement filed with the SEC on March 16, 2004. You can obtain free copies of these documents from Capital One and Hibernia using the contact information above.
Information set forth in this report contains forward-looking statements, which involve a number of risks and uncertainties. Capital One and Hibernia caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Capital One and Hibernia, including future financial and operating results, the new companys plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Hibernia stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that may affect future results are contained in Capital Ones and Hibernias filings with the Securities and Exchange Commission (SEC), which are available at the SECs Web site http://www.sec.gov. Capital One and Hibernia disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
Item 9.01 Financial Statements and Exhibits.
|The following exhibits are filed herewith:|
|Exhibit No.||Description of Exhibit|
|Press release issued jointly by Capital One Financial Corporation and Hibernia Corporation, dated March 6, 2005.|
|Investor Presentation of Capital One Financial Corporation, dated March 7, 2005.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|CAPITAL ONE FINANCIAL CORPORATION|
Dated: March 7, 2005
|By:||/S/ JOHN G. FINNERAN, Jr.|
|John G. Finneran, Jr.|
|Executive Vice President,|
|General Counsel and Corporate Secretary|