[LOGO OF CAPITAL ONE APPEARS HERE]
7,500,000 Shares
Common Stock, Par Value $.01 Per Share
----------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
----------------
To the holders of Capital One Financial Corporation common stock:
We are pleased to send you this Prospectus describing our Dividend
Reinvestment and Stock Purchase Plan, in effect beginning January 16, 2002.
The Plan provides you with a simple and convenient method to purchase
additional shares of Capital One common stock.
Significant Plan Features
. Automatically reinvest your cash dividends to purchase
additional shares of Capital One common stock.
. Purchase additional shares through monthly optional cash
investments of $50 to $10,000. We may permit greater optional
cash investments.
. Generally, no brokerage commissions or service fees for
purchases under the Plan.
. Participate if you hold shares either in your name or through a
broker or nominee.
. Receive regular statements of your account to simplify your
recordkeeping.
This Prospectus contains complete information in an easy-to-read, question-
and-answer format, and we urge you to read it carefully. You should keep this
Prospectus for future reference.
Your participation is entirely voluntary, and you may begin or discontinue
your participation at any time.
Capital One Financial Corporation's common stock is listed on the New York
Stock Exchange under the symbol "COF".
Thank you for your continued interest in Capital One.
On behalf of the Board of Directors,
Neither the Securities and
Exchange Commission nor any state
securities commission has
approved these securities or
determined that this Prospectus
is accurate or complete. Any
representation to the contrary is
a criminal offense.
/s/ RICHARD D. FAIRBANK
Richard D. Fairbank
Chairman and Chief Executive Officer
Capital One Financial Corporation
2980 Fairview Park Drive
Falls Church, Virginia 22042
(703) 205-1000
----------------
----------------
The date of this Prospectus is January 16, 2002
DESCRIPTION OF THE PLAN
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide Capital One shareholders with
a convenient and economical method of investing cash dividends or making
optional cash investments in additional shares of Capital One common stock,
generally without payment of any brokerage commissions or service fees in
connection with purchases. In addition, purchases of shares directly from
Capital One pursuant to the Plan will provide Capital One with additional
capital for general corporate purposes.
PARTICIPATION OPTIONS
2. What options are available under the Plan?
If you are a registered holder or a beneficial owner of Capital One common
stock and elect to participate in the Plan (a "Participant"), you may have
cash dividends on all or a portion of your shares automatically reinvested in
Capital One common stock. If you wish, you may also make optional cash
investments to purchase Capital One common stock, subject to a minimum
investment of $50 per month and a maximum investment of $10,000 per month.
Capital One may permit greater optional cash investments. See Question 13. You
may make optional cash investments even if you do not elect to reinvest
dividends on shares of common stock credited to your account under the Plan.
ADVANTAGES AND DISADVANTAGES
3. What are the advantages and disadvantages of the Plan?
The primary advantages of the Plan are:
. You may have the cash dividends on all or a portion of your Capital One
common stock automatically reinvested in additional shares of Capital
One common stock.
. You may invest in additional shares of Capital One common stock by
making optional cash investments, subject to an individual minimum
investment of $50 per month and an individual maximum investment of
$10,000 per month.
. Optional cash investments in excess of $10,000 per month may be made
with the permission of Capital One at a discount which will be from 0%
to 5%.
. Generally, you pay no brokerage commissions or service fees in
connection with your purchases under the Plan. See Question 24.
. Your reinvested cash dividends and optional cash investments will be
fully invested because the Plan provides for fractional shares to be
credited to your account. Additionally, dividends on such fractional
shares, as well as whole shares held by you in certificated form or
credited to your account, will be automatically reinvested in additional
shares and credited to your account.
2
. You will avoid cumbersome safekeeping of stock certificates for shares
credited to your account and you may also deposit certificated shares,
represented by stock certificates, held by you and registered in your
name, thereby avoiding the need for safekeeping of certificates.
. Periodic statements reflecting all current activity, including shares
purchased and your latest Plan account balance, will simplify your
recordkeeping.
The primary disadvantages of the Plan are:
. Because the date by which the Plan administrator must receive your
optional cash investment is prior to the Investment Date (as defined
herein) for such investments, your investments may be exposed to changes
in market conditions. See Question 12.
. The Purchase Price (as defined herein) for shares under the Plan may
exceed the price of acquiring shares of Capital One common stock
(including transaction costs) on the open market at any particular time
on the related Investment Date. See Questions 9 and 11.
. No interest will be paid on funds held by the administrator of the Plan
pending investment. See Question 12.
ADMINISTRATION
4. Who will administer the Plan?
The Plan will be administered by EquiServe Trust Company, N.A., or such
successor administrator as Capital One may designate ("EquiServe" or the
"Administrator") and EquiServe, Inc., as service agent. The Administrator acts
as agent for Participants, keeps records of Participants' accounts, sends
regular account statements to Participants, and performs other duties relating
to the Plan. Shares purchased for each Participant under the Plan will be
recorded in uncertificated form in each Participant's account by the
Administrator, unless and until a Participant requests that a stock
certificate for his or her shares be issued. See Question 16. EquiServe also
serves as dividend disbursement agent, transfer agent, and registrar for
Capital One's common stock. Correspondence concerning the Plan should be sent
to:
EquiServe
Capital One Dividend Reinvestment and Stock Purchase Plan
P.O. Box 2598
Jersey City, New Jersey 07303-2598
Optional cash investments of checks or money orders should be mailed to:
EquiServe
Dividend Reinvestment Plans
P.O. Box 13531
Newark, New Jersey 07188-0001
or, if using overnight courier service:
EquiServe
Dividend Reinvestment Plans
525 Washington Boulevard
Jersey City, New Jersey 07310
3
Please indicate Capital One and your account number in all correspondence.
For general questions about the Plan, the sale of Plan shares and issuance
of stock certificates, you may contact EquiServe at 1-800-446-2617.
An automated phone system is available 24 hours a day, 7 days a week.
Customer service representatives are available from 9:00 a.m. to 5:00 p.m.
Eastern time each business day.
TDD: 1-201-222-4955. A telecommunications device for the hearing impaired is
available.
Foreign language translation service for more than 140 languages is
available.
Unless you are participating in the Plan through your bank, broker or
nominee, you can obtain information about your Capital One account via the
Internet on EquiServe's web site at www.equiserve.com. Through EquiServe's web
site, you can access your share balance, sell shares, request a stock
certificate and obtain on-line forms and other information about your account.
To gain access, you will be required to use a password, which is included on
your dividend statement, or you can request your password by calling 1-800-
446-2617. Messages sent via EquiServe's site on the Internet will be responded
to promptly.
If you wish to contact the Company directly, you may write or call:
Capital One Financial Corporation
Investor Relations Department
2980 Fairview Park Drive
Suite 1300
Falls Church, Virginia 22042-4525
(703) 205-1000
PARTICIPATION
5. Who is eligible to participate?
You may participate in the Plan if you qualify as either of the following:
(a) you are a "registered holder," a shareholder whose shares of Capital One
common stock are registered in the stock transfer books of Capital One in your
name or (b) you are a "beneficial owner," a shareholder who has beneficial
ownership of shares of Capital One common stock that are registered in a name
other than your name (for example, in the name of a broker, bank or other
nominee). Registered holders may participate in the Plan directly. If you are
a beneficial owner, you must either become a registered holder by having such
shares transferred into your own name or make arrangements with your broker,
bank or other nominee to participate on your behalf. See Question 6.
If you hold shares with a broker, you can participate by instructing the
broker to reregister some or all of the shares into your name. Simply instruct
your broker to move all or some of your shares electronically through the
Direct Registration System from your brokerage account to a new book-entry
account at EquiServe. Please contact your broker for more information. Once
your broker transfers your shares into your name electronically, your Direct
Registration account is automatically set up and you can participate in the
Plan. You may also instruct your broker to participate in the Plan on your
behalf.
4
Your right to participate in the Plan is not transferable to another person
apart from a transfer of your underlying shares of Capital One common stock.
Capital One reserves the right to exclude from participation in the Plan
persons who utilize the Plan to engage in short-term trading activities which
cause aberrations in the trading volume of Capital One common stock.
Shareholders who reside in jurisdictions in which it is unlawful for Capital
One to permit their participation are not eligible to participate in the Plan.
ENROLLMENT
6. How do I enroll in the Plan and become a Participant?
If you are a registered holder of Capital One common stock, you may enroll
in the Plan and become a Participant by completing and signing an Enrollment
Authorization Form (enclosed herein) and returning it to the Administrator at
the address set forth in Question 4. An Enrollment Authorization Form may also
be obtained at any time at your request to the Administrator at the same
address. If you have your shares registered in more than one name (e.g., joint
tenants, trustees), all registered holders of such shares must sign the
Enrollment Authorization Form exactly as their names appear on the account
registration.
If you are a beneficial owner of Capital One common stock, you must instruct
your broker, bank or other nominee in whose name your shares are held to
participate in the Plan on your behalf. If a broker, bank or other nominee
holds shares of a beneficial owner through a securities depository, such
broker, bank or other nominee may also be required to provide a Broker and
Nominee Form to the Administrator in order to participate in the optional cash
investment portion of the Plan. See Question 12.
You may enroll in the Plan at any time. Once enrolled, you remain enrolled
without further action on your part until you discontinue your participation
or until the Plan is terminated. See Question 20 regarding discontinuing
dividend reinvestment under the Plan and Question 27 regarding termination of
the Plan. However, if there is any subsequent change in the manner in which
your name appears on your certificate(s), you should contact the Plan
Administrator for further instructions. If you wish to change your
participation at any time, please contact the Administrator as described in
Question 4.
7. What does the Enrollment Authorization Form provide?
The Enrollment Authorization Form appoints the Administrator as your agent
for purposes of the Plan. It also directs Capital One to pay dividends to the
Administrator for purchase of additional shares of Capital One common stock as
you elect from the three options shown on the Enrollment Authorization Form
and explained below. You must place an "X" in the appropriate box to indicate
your investment election. Under each of these options, you may make optional
cash investments at any time. You may change your reinvestment election at any
time by submitting a revised Enrollment Authorization Form to the
Administrator or by accessing your account online at www.equiserve.com. If you
return a properly executed Enrollment Authorization Form to the Administrator
without electing an investment option, you will be enrolled as having selected
Full Dividend Reinvestment.
(1) "Full Dividend Reinvestment"
This option directs the Administrator to reinvest, in accordance with the
Plan, all cash dividends on all shares of Capital One common stock then or
subsequently registered in your name and held by you in certificated form or
credited to your account in book-entry form.
5
(2) "Partial Dividend Reinvestment"
This option directs the Administrator to pay to you, in accordance with the
Plan, cash dividends on the number of shares of Capital One common stock which
you designate in the appropriate space on the Enrollment Authorization Form.
Dividends paid on all other shares registered in your name and credited to
your account will be reinvested in accordance with the Plan.
If you have previously elected to designate the number of shares upon which
cash dividends would be reinvested, with dividends on the remainder paid to
you, then you need do nothing now. Your account will be automatically
converted as described in the preceding paragraph. If you would like to change
your election, you may do so at any time by following the instructions above.
(3) "Optional Cash Investments Only (No Dividend Reinvestment)"
This option directs the Administrator to send you, in accordance with the
Plan, cash dividends in the usual manner on all shares of Capital One common
stock registered in your name and held by the Administrator, including shares
subsequently purchased through optional cash investments.
8. When will my participation in the Plan begin?
Participation as to dividend reinvestment will commence with the next
dividend Investment Date (as defined below) after receipt of the Enrollment
Authorization Form, provided it is received by the Administrator by the Record
Date (as defined below) for such dividend Investment Date. If the Enrollment
Authorization Form is received after such Record Date, participation as to
dividend reinvestment will be delayed until the following dividend Investment
Date.
Participation as to optional cash investments will commence with the next
Investment Date after receipt of the authorization therefor and the funds to
be invested. See Question 9 and Appendix I to determine the applicable Record
Date for dividend reinvestments and the applicable Investment Dates for
dividend reinvestments and optional cash investments.
PURCHASES
9. When will shares be purchased under the Plan?
For a monthly period when there is a cash dividend declared by the Board of
Directors, reinvested dividends and any optional cash investments of $10,000
or less under the Plan will be used to purchase shares of Capital One common
stock beginning on the dividend payment date declared by the Board of
Directors or if such day is not a business day, the first business day
immediately following such date (in such case, the "Investment Date"). The
"Record Date" for such dividend payments will be the record date declared by
the Board of Directors. In all other months, optional cash investments of
$10,000 or less will be invested beginning on the 20th of the month, or if
such day is not a business day, the first business day following the 20th, or,
in the case of shares of Capital One common stock purchased on the open
market, as soon thereafter as determined by the Administrator (in each such
case, the "Investment Date").
6
If Capital One approves a Request for Waiver (as defined below) for an
optional cash investment of more than $10,000, then such cash investment will
be used to purchase shares of Capital One common stock on one or more dates
and at a Purchase Price (as defined below) calculated as specified in the
Request for Waiver (in each such case, an "Investment Date"), subject to any
Threshold Price (as defined below) that Capital One may set. See Questions 11
and 13 for more information on Requests for Waiver, Purchase Price and
Threshold Prices.
Dividend payment dates historically have occurred on or about the 20th day
of each February, May, August, and November. It is expected that the past
pattern with respect to timing of dividend payment dates generally will be
followed in the future if the Board of Directors elects to declare dividends
in a given quarter. Please see Appendix I for information with respect to
Investment Dates, including dividend payment dates, Record Dates, and other
market data.
There can be no assurance as to the declaration or payment of dividends, and
nothing contained in the Plan obligates Capital One to declare or pay any
dividends. The Plan does not represent a change in Capital One's dividend
policy or a guarantee of future dividends, which will continue to be
determined by the Board of Directors based upon Capital One's earnings,
financial condition, and other factors.
10. What is the source of shares to be purchased under the Plan?
All dividends reinvested through the Plan and all optional cash investments
will be used to purchase newly issued shares directly from Capital One,
"treasury shares" held by Capital One, shares through open market purchases,
or a combination of the above. Newly issued shares purchased directly from
Capital One will consist of authorized but unissued shares of Capital One
common stock.
11. At what price will shares be purchased?
All shares acquired directly from Capital One with reinvested dividends or
optional cash investments of $10,000 or less will be acquired at a price to
you (in such case, the "Purchase Price") of the average of the daily high and
low sales prices, computed up to three decimal places, if necessary, of
Capital One's common stock as reported on the New York Stock Exchange (the
"Exchange") on the Investment Date. In such case, the "Pricing Period" is the
Investment Date.
Shares of Capital One common stock purchased pursuant to a Request for
Waiver for optional cash investments of more than $10,000 will be acquired at
a price to you (in such case, the"Purchase Price") equal to the average of the
high and low sales prices, computed up to three decimal places, if necessary,
of Capital One's common stock on the Exchange for each day during the Pricing
Period on which trades are reported on the Exchange (each a "Trading Day").
The Pricing Period for optional investments made pursuant to an approved
Request for Waiver will be the day or days set forth in the Request for
Waiver, which may be the Investment Date or up to ten Trading Days prior to
and including an Investment Date. A Request for Waiver may specify one or more
Investment Dates. Shares purchased with optional cash investments of more than
$10,000 pursuant to a Request for Waiver may be purchased at a discount from
the Purchase Price and may be subject to a Threshold Price, as more fully
described in Question 13.
All shares purchased under the Plan through open market purchases will be
acquired as soon as practicable beginning on the Investment Date at a price
(in such case, the "Purchase Price") to you of the weighted average purchase
price, computed up to three decimal places, if necessary, paid by the
Administrator for Capital One
7
common stock purchased by the Plan through such open market purchases.
Purchases on the open market will begin on the Investment Date and will be
completed no later than 30 days from such date for reinvestment of dividends
and 35 days from such date for optional cash investments, except where
completion at a later date is necessary or advisable under any applicable
federal securities laws. Such purchases may be made on any securities exchange
where such shares are traded, in the over-the-counter market, or by negotiated
transactions and may be subject to such terms with respect to price, delivery,
etc. to which the Administrator may agree. Neither Capital One nor the
Participant shall have any authority or power to direct the time or price at
which shares may be purchased, or the selection of the broker or dealer
through or from whom purchases are to be made.
While Capital One will pay all brokerage commissions on shares purchased on
the open market, for tax purposes, these commissions will be considered as
additional dividend income to you. These commissions, and the resulting
additional dividend income, are expected to amount to less than 1/4th of 1% of
the purchase price of the shares (that is, less than 25 cents per $100
invested). See Question 21.
12. How are optional cash investments made?
All registered holders, including brokers, banks, and nominees with respect
to shares registered in their name on behalf of a beneficial owner, who have
submitted a signed Enrollment Authorization Form are eligible to make optional
cash investments. A broker, bank or nominee, as holder on behalf of a
beneficial owner, may utilize an Enrollment Authorization Form for optional
cash investments unless it holds the shares in the name of a securities
depository. In the event a broker, bank or nominee holds shares of a
beneficial owner in the name of a securities depository, optional cash
investments must be accompanied by a Broker and Nominee Form ("B/N Form").
The B/N Form provides the sole means whereby a broker, bank or other nominee
holding shares on behalf of a beneficial owner in the name of a securities
depository may invest optional cash investments on behalf of such beneficial
owner. In such case, the broker, bank or other nominee must use a B/N Form for
transmitting optional cash investments on behalf of the beneficial owner. A
B/N Form must be delivered to the Administrator at the address specified in
Question 4 each time that such broker, bank or other nominee transmits
optional cash investments on behalf of a beneficial owner. B/N Forms will be
furnished by the Administrator upon request.
All optional cash investments made by check should be made payable to
"EquiServe--Capital One" and mailed to EquiServe at the address listed in
Question 4. Inquiries regarding other forms of payments and all other written
inquiries should be addressed to the Administrator at the address listed in
Question 4.
The Administrator will apply all optional cash investments which are
received at least one business day prior to the commencement of the Pricing
Period for the relevant Investment Date to the purchase of shares of Capital
One common stock on such Investment Date, or if shares are acquired on the
open market, as soon as practicable on or after such Investment Date. NO
INTEREST WILL BE EARNED ON OPTIONAL CASH INVESTMENTS HELD PENDING INVESTMENT.
IF YOU HAVE ANY QUESTIONS REGARDING THE INVESTMENT DATE, YOU SHOULD CONTACT
THE ADMINISTRATOR AT THE ADDRESS OR PHONE NUMBER SET FORTH IN QUESTION 4.
You should be aware that since investments under the Plan are made as of
specified dates, you lose any advantage that otherwise might be available from
being able to select the timing of your investment. Neither the
8
Company nor the Administrator can assure a profit or protect against a loss on
shares of Capital One common stock purchased under the Plan.
In the event that any check, draft or electronics funds transfer a
Participant may tender or order as payment to the Administrator to purchase
Capital One common stock is dishonored, refused or returned, the Participant
agrees that the purchased shares when credited to such Participant's account
may be sold, on the Administrator's order without the Participant's consent or
approval, to satisfy the amount owing on the purchase. The "amount owing" will
include the purchase price paid, any purchase and sale transaction fees, any
brokerage commissions and the Administrator's returned check or failed
electronic payment fee of $20.00. If the sale proceeds of purchased shares are
insufficient to satisfy the amount owing, the Participant authorizes the
Administrator to sell additional shares then credited to the Participant's
account as necessary to cover the amount owing, without further consent or
authorization from the Participant. The Administrator may sell shares to cover
an amount owing as a result of a Participant's order in any manner consistent
with applicable securities laws. Any sale for that purpose in a national
securities market would be commercially reasonable. The Participant grants the
Administrator a security interest in all shares credited to the Participant's
account including securities subsequently acquired and held or tendered for
deposit, for purposes of securing any amount owing as described in this
paragraph.
Participants who are registered owners of Capital One common stock may also
make automatic monthly investments of a specified amount (not less than $50
nor more than $10,000 per month) by electronic funds transfer from a
predesignated U.S. bank account. A $1.00 transaction fee will be deducted from
the amount withdrawn from the account prior to each investment. To initiate
automatic monthly deductions, the Participant must complete and sign an
authorization form for automatic deductions and return it to EquiServe
together with a voided blank check or a deposit form for the account from
which funds are to be drawn. Authorization forms for automatic deductions may
be obtained from EquiServe. You may also initiate automatic monthly
investments by accessing your account through the Internet at
www.equiserve.com. Forms will be processed and become effective as promptly as
practicable; however, you should allow four to six weeks for the first
investment to be initiated using the automatic investment feature.
Once automatic monthly investment is initiated, funds will be drawn from the
Participant's designated bank account on the third business day prior to each
Investment Date for optional cash investments of $10,000 or less. Participants
may change or discontinue their automatic monthly investment by completing and
submitting to EquiServe a new authorization form for automatic deductions or
by accessing their account through the Internet at www.equiserve.com. To be
effective with respect to a particular Investment Date, however, the new
instructions must be received by EquiServe at least six business days prior to
such Investment Date. Automatic deductions will continue indefinitely until
you notify the Administrator in writing or through the Internet that the
automatic deductions are to stop.
When corresponding with the Administrator, please be sure to include your
daytime telephone number and area code.
13. What limitations apply to optional cash investments?
Minimum/Maximum Limits. Optional cash investments are subject to a $50
minimum per month, and Capital One reserves the right to refuse to accept any
optional cash investment in excess of $10,000 per month
9
from any Participant or any related or associated group of Participants.
Optional cash investments of less than $50 and that portion of any optional
cash investment which exceeds the $10,000 monthly purchase limit, unless such
limit has been waived, are subject to return to the Participant, without
interest. Capital One reserves the right to waive such limits on optional cash
investments in its sole discretion.
Request for Waiver. Optional cash investments in excess of $10,000 per month
may only be made pursuant to a written request for waiver (a "Request for
Waiver") approved by Capital One. There is no pre-established maximum limit
applicable to optional cash investments that may be made pursuant to approved
Requests for Waiver. Capital One expects to grant Requests for Waiver to
financial intermediaries, including brokers and dealers, and other
Participants from time to time. To submit an optional cash payment in excess
of $10,000 for any monthly period, a Participant must submit a written Request
for Waiver, specifying the proposed investment amount(s), Pricing Period(s),
calculation of the Purchase Price(s) and Investment Date(s), no later than two
(2) business days prior to the commencement of the requested Pricing
Period(s). It is solely within Capital One's discretion as to whether any such
approval in excess of the allowable maximum amounts will be granted. In
deciding whether to approve such a request, Capital One will consider relevant
factors including, but not limited to (a) whether it is then selling newly
issued shares of common stock and/or treasury shares or acquiring shares for
the Plan through open market purchases or privately negotiated transactions,
(b) Capital One's need for additional funds, (c) the attractiveness of
obtaining such funds by the sale of common stock by comparison to other
sources of funds, (d) the purchase price likely to apply to any sale of common
stock, (e) the Participant submitting the request, including the extent and
nature of such Participant's prior participation in the Plan, and the number
of shares of Capital One common stock held of record and/or beneficially by
such Participant, and (f) the aggregate amount, if any, of optional cash
investments in excess of the allowable maximum amounts for which requests have
been submitted by all Participants. If such requests are submitted for any
monthly period for an aggregate amount in excess of the amount Capital One is
willing to accept, Capital One may honor such requests in order of receipt,
pro rata or by any other method which Capital One determines to be
appropriate.
To obtain a Request for Waiver form, please contact Capital One at (703)
205-1709. Completed Requests for Waiver should be sent to Capital One at 8000
Jones Branch Drive, McLean, VA 22102, Attention: Treasurer or by facsimile to
(703) 875-1079. If Capital One approves your Request for Waiver, then you must
send the Administrator a copy of the written waiver approval, together with
your optional cash investment in good funds, on or before the business day
prior to the first day of the relevant Pricing Period described in the
approved Request for Waiver.
The Plan may also be used by Capital One to raise additional capital through
the sale each month of a portion of the shares available for issuance under
the Plan to owners of shares (including brokers or dealers) who, in connection
with any resales of such shares, may be deemed to be underwriters. These sales
will be effected through Capital One's ability to approve Requests for Waiver.
To the extent shares are purchased from Capital One under the Plan, Capital
One will receive additional funds for general corporate purposes. The Plan is
intended for the benefit of investors in Capital One and not for individuals
or investors who engage in transactions which may cause aberrations in the
price or trading volume of Capital One common stock. See "Plan of
Distribution."
Capital One reserves the rights to modify, suspend or discontinue
participation in the Plan by otherwise eligible holders or beneficial owners
of Capital One common stock in order to eliminate practices which are not
consistent with the purposes of the Plan.
10
Threshold Price. Unless it waives its right to do so, Capital One may
establish for any Investment Date a minimum price (the "Threshold Price") for
purchasing shares with optional cash investments made pursuant to written
Requests for Waiver. Capital One will, at least two (2) business days prior to
the commencement of the Pricing Period for an Investment Date, determine
whether to establish a Threshold Price and, if a Threshold Price is
established, its amount and so notify the Administrator. The determination
whether to establish a Threshold Price and, if a Threshold Price is
established, its amount will be made by Capital One at its discretion after a
review of current market conditions, the level of participation in the Plan,
and current and projected capital needs.
The Threshold Price for optional cash investments made pursuant to written
Requests for Waiver, if established for any Investment Date, will be a stated
dollar amount that the average of the high and low sales prices of Capital
One's common stock on the Exchange for each Trading Day of the relevant
Pricing Period (not adjusted for discounts, if any) must equal or exceed. If
the Threshold Price is not satisfied for a Trading Day in the Pricing Period,
then that Trading Day and the trading prices for that day will be excluded
from that Pricing Period and a pro rata portion of the Participant's cash will
be returned, without interest. Thus, for example, if an approved Request for
Waiver specifies that the Pricing Period is one day (that is, the Investment
Date) and the Threshold Price is not satisfied on that day, then no investment
will be made and the Participant's cash will be returned in full. Likewise, if
the Threshold Price is not satisfied for two of the five Trading Days in a
particular Pricing Period, then the average sales price for purchases and the
amount of optional cash investments which may be invested will be based upon
the remaining three Trading Days when the Threshold Price is satisfied. In
such case, for each Trading Day on which the Threshold Price is not satisfied,
one-fifth of the optional cash investment made by a Participant pursuant to a
Request for Waiver would be returned to such Participant, without interest, as
soon as practicable after the applicable Investment Date. Similarly, a pro
rata portion of the Participant's cash will be returned if there are fewer
Trading Days prior to the Investment Date than are specified as the Pricing
Period in the Request for Waiver or if no trades in Capital One common stock
are reported on the Exchange for a Trading Day during the Pricing Period, due
to a market disruption or for any other reason.
The Threshold Price concept and return procedure discussed above apply only
to optional cash investments made pursuant to written Requests for Waiver.
Setting a Threshold Price for an Investment Date shall not affect the setting
of a Threshold Price for any subsequent Investment Date.
For any particular Investment Date, Capital One may waive its right to set a
Threshold Price for optional cash investments that exceed $10,000. Neither
Capital One nor the Administrator shall be required to provide any written
notice to Participants as to the Threshold Price for any Investment Date.
Participants, however, may ascertain whether the Threshold Price applicable to
an Investment Date pursuant to a Request for Waiver has been set or waived, as
applicable, by telephoning Capital One at (703) 205-1709.
Waiver Discount. At least two (2) business days prior to the commencement of
each Pricing Period, Capital One may establish a discount from the Purchase
Price applicable to optional cash investments made pursuant to written
Requests for Waiver. Such discount (the "Waiver Discount") will be between 0%
and 5% of the Purchase Price and may vary for each Investment Date, but once
established will apply uniformly to the full amount of all optional cash
investments made pursuant to Requests for Waiver for that Investment Date. The
Waiver Discount will be established in Capital One's sole discretion after a
review of current market conditions, the level of participation in the Plan,
and current and projected capital needs. Participants may ascertain whether a
Waiver Discount is applicable to an Investment Date by telephoning Capital One
at (703) 205-1709. Setting a Waiver Discount for a particular Investment Date
shall not affect the setting of a Waiver Discount for any subsequent
Investment Date. The Waiver Discount feature discussed above applies only to
11
optional cash investments made pursuant to written Requests for Waiver and
does not apply to the reinvestment of cash dividends or optional cash
investments of $10,000 or less.
14. Under what circumstances will optional cash investments be returned?
Optional cash investments of less than $50 and that portion of any optional
cash investment which exceeds the allowable maximum amount will be returned
promptly without interest. See Question 13 regarding the minimum/maximum
monthly purchase limits and the return of payments if those limits are not
satisified. In addition, the portion of any optional cash investments in
excess of $10,000 pursuant to Requests for Waiver will be returned following
any Investment Date on which the Threshold Price is not satisfied. See
Question 13 regarding the Threshold Price and the return of such investments.
15. What if I have more than one account?
For the purpose of the limitations discussed in Question 13, Capital One may
aggregate all reinvestment dividends and optional cash investments for
Participants with more than one account using the same Social Security or
Taxpayer Identification Number. Participants unable to supply a Social
Security or Taxpayer Identification Number may be limited by Capital One to
only one account.
Also for the purpose of such limitations, all accounts which Capital One
believes to be under common control or management or to have common ultimate
beneficial ownership may be aggregated. Unless Capital One has determined that
reinvestment of dividends and optional cash investments for each such account
would be consistent with the purposes of the Plan, Capital One will have the
right to aggregate all such accounts and to return, without interest, within
30 days of receipt, any amounts in excess of the investment limitations
applicable to a single account received in respect of all such accounts. See
Question 13.
CERTIFICATES
16. Will certificates be issued for share purchases?
All shares purchased on behalf of a Participant through the Plan will be
recorded in uncertificated form in each Participant's account. A Participant
can, however, at any time and without charge, obtain a certificate for all or
part of the whole shares of common stock credited to the Participant's Plan
account by accessing your account through the Internet at www.equiserve.com,
or by writing or calling the Administrator. No certificates for fractional
shares will be issued. If you request a certificate for all full shares
credited to your account, a certificate will be issued for the whole shares
and a cash payment will be made for any remaining fractional share. That cash
payment will be based upon the then-current market value of the shares, less
any service charge and brokerage commission.
Receiving certificated shares from your account does not affect your
dividend reinvestment option. For example, if you authorized full dividend
reinvestment, cash dividends with respect to shares issued in certificate form
will continue to be reinvested.
17. May I add shares of Capital One common stock to my account by transferring
stock certificates in my possession?
You also may send the Administrator your other Capital One common stock
certificates for safekeeping free of charge. By making such a deposit, you
will be relieved of the responsibility for loss, theft or destruction
12
of the certificates. If you wish to deposit your Capital One common stock
certificates, you must mail them along with a request to the Administrator to
hold your certificates for safekeeping. The certificates should not be
endorsed. To insure against loss resulting from mailing certificates, the
Administrator will provide mail insurance free of charge. To be eligible for
certificate mailing insurance, certificates must be mailed in brown, pre-
addressed return envelopes supplied by the Administrator, which can be
obtained by contacting the Administrator as described in Question 4.
Certificates mailed in this manner will be insured for up to $25,000 current
market value provided they are mailed first class. The Administrator will
promptly send you a statement confirming each deposit of your common stock
certificates. The Administrator must be notified of any claim within (30)
calendar days of the date the certificates were mailed. To submit a claim, you
must be a Participant in the Plan or a current holder of record of Capital One
common stock. In the latter case, you must enroll in the Plan at the time the
insurance claim is processed. The maximum insurance protection provided is
$25,000 per envelope and the coverage is available only when the
certificate(s) are sent in accordance with the guidelines described above.
Insurance covers the replacement of shares of stock, but in no way protects
against any loss resulting from fluctuations in the value of such shares from
the time the certificates are mailed until such time as replacement shares can
be provided.
If you do not use the brown pre-addressed envelope provided by the
Administrator, certificates should be sent to the address listed in Question 4
via registered mail, return receipt requested, and insured for possible mail
loss for 2% of the market value (minimum of $20.00); this represents the
replacement cost to you.
You may withdraw shares deposited for safekeeping by accessing your account
online at www.equiserve.com or by making a request in writing or by telephone
to the Administrator as described in Question 20. The Administrator will issue
new, differently numbered certificates whenever certificates are issued to
you, either upon your request or upon discontinuation of participation. Shares
acquired by the reinvestment of dividends on any such withdrawn shares (and on
any other shares subsequently acquired by you) will continue to be reinvested
or paid out, as previously directed, unless you provide contrary written
instructions or a new Enrollment Authorization Form as described in Question
7.
SALE OF SHARES
18. Can I sell shares credited to my account?
Following receipt of written, Internet or telephone instructions from you,
the Administrator will sell some or all of your shares credited to your
account (including shares deposited with the Plan for safekeeping) and will
remit to you a check for the proceeds of such sale, less a brokerage
commission, service fee and any applicable taxes. The Administrator will
attempt to process Participants' orders on the day they are received, provided
that instructions are received before 1:00 p.m., Eastern time, on a business
day during which the Administrator and the New York Stock Exchange are open.
The sale price for shares so sold will be the market price received from the
sale of such shares. This procedure for selling shares may be particularly
attractive to holders of small
amounts of Capital One common stock, because the Plan can combine odd lots and
small numbers of shares into larger blocks to be sold, and thereby take
advantage of lower brokerage costs than might otherwise be available to
individual Participants in the sale of their shares.
13
REPORTS
19. What reports will be sent to me if I participate in the Plan?
Unless you are participating in the Plan through your broker, bank or
nominee, you will receive from the Administrator a detailed statement of your
account following each dividend reinvestment and account transaction. These
detailed statements will show total cash dividends received, total optional
cash investments received, total shares purchased (including fractional
shares), price paid per share, and total shares credited to your account.
These statements should be retained by you to determine your tax cost basis
for shares purchased. See Question 21. If you are participating in the Plan
through your broker, bank or nominee, you should contact such party regarding
a statement of your interests in the Plan.
WITHDRAWAL
20. How may I discontinue dividend reinvestment?
You may discontinue reinvestment of cash dividends under the Plan at any
time by telephone or written notice to the Administrator or by accessing your
account through the Internet at www.equiserve.com. If a notice to discontinue
is received by the Administrator after the Record Date for a dividend payment,
the Administrator, in its sole discretion, may either pay such dividend in
cash or reinvest it in shares on behalf of the discontinuing Participant. If
such dividend is reinvested, the Administrator may sell the shares purchased
and remit the proceeds to the Participant, less any brokerage commission, any
service fee and any applicable taxes. After processing your request to
discontinue dividend reinvestment, any shares credited to your Plan account
will continue to be held in book-entry form. Dividends on any shares held in
book-entry form, and on any shares held in certificated form, will be paid in
cash.
TAXES
21. What are the federal income tax consequences of participating in the Plan?
Dividend Reinvestment: Based on the current position of the Internal Revenue
Service, when stock is acquired directly from the Company, if you reinvest
dividends under the Plan, you will be treated as receiving a taxable dividend
on the Investment Date in an amount equal to the fair market value of the
shares of Capital One common stock purchased for your account (rather than the
amount of cash dividend otherwise payable to you). "Fair market value" is
defined for this purpose as the average of the high and low sales prices of
Capital One common stock on the New York Stock Exchange for the relevant
Investment Date. Your tax basis for shares purchased from the Company will be
equal to the amount of dividend income recognized for Federal income tax
purposes. Your holding period for the shares will commence on the day after
the Investment Date.
Although the Internal Revenue Service has not ruled on the tax aspects of a
plan pursuant to which a company elects to purchase shares in open market
transactions, it is the Company's view that a Participant's tax basis for
shares purchased in open market transactions will be equal to the weighted
average purchase price of all shares purchased for the relevant Investment
Date. See Question 11. In addition, a Participant will also realize a taxable
dividend to the extent of an allocated portion of brokerage commissions paid
by the Company with respect to shares purchased for the Participant's account.
14
Optional Cash Investments: Based upon the current position of the Internal
Revenue Service, if you make optional cash investments for purchases of common
stock under the Plan, you will have a tax basis for shares purchased from the
Company equal to the amount of your optional cash investment plus any dividend
income recognized for Federal income tax purposes. Your holding period will
commence on the day after the Investment Date.
Although the Internal Revenue Service has not ruled on the tax aspects of a
plan pursuant to which a company elects to purchase shares in market
transactions with optional cash investments, it is the Company's view that the
above rules apply and that you will also realize a taxable dividend to the
extent of an allocated portion of brokerage commissions paid by the Company
with respect to shares purchased for the Participant's account.
In the case of corporate stockholders, dividends may be eligible for the
dividends received tax deduction.
EquiServe will report to Participants and to the Internal Revenue Service
information sufficient to apprise them of the amount that would constitute
dividend income.
The aforementioned positions of the Internal Revenue Service have not been
tested in the courts and thus the rules stated above have not been established
by judicial decision. The rules stated above are also subject to change. All
Plan Participants should consult their own tax advisors to determine the
particular tax consequences of their participation in the Plan.
OTHER PROVISIONS
22. What happens if I sell or transfer shares of stock or acquire additional
shares of stock?
If a Participant has elected the "Full Dividend Reinvestment" option under
the Plan and subsequently sells or transfers all or any part of the shares
registered in the Participant's name (either held in certificated form or
credited to the Participant's account), automatic reinvestment will continue
as long as there are shares registered in the name of the Participant or until
discontinuation of dividend reinvestment. Similarly, if a Participant has
elected the "Full Dividend Reinvestment" option under the Plan and
subsequently acquires additional shares, dividends paid on such shares will
automatically be reinvested until discontinuation of dividend reinvestment. If
a Participant has elected the "Partial Dividend Reinvestment" option and
subsequently acquires additional shares, dividends paid on such shares will be
automatically reinvested under the Plan. See Question 7.
23. How will my shares be voted?
In connection with the exercise of shareholder voting rights, each
Participant will receive a proxy card representing any shares held by the
Participant and/or any full shares credited to the Participant's account. All
shares full will be voted as designated by the Participant on the proxy card.
If a Participant does not vote by proxy or in person then his or her shares
will not be voted.
24. Who pays the expenses of the Plan?
There are no brokerage commissions or service fees on newly issued shares or
treasury shares purchased from Capital One for a Participant's account.
Brokerage commissions on shares purchased on the open market for a
Participant's account will be paid by Capital One and, for tax purposes, these
commissions will be considered as additional dividend income to the
Participant. All costs of administering the Plan will be paid by Capital One.
A Participant electing to make optional cash investments through automatic
monthly deductions
15
from a U.S. bank account will have a $1.00 service fee deducted from the
amount withdrawn prior to each investment. A Participant electing to sell
shares credited to his or her account will incur a service fee of $15.00 per
sale and a brokerage commission of $0.12 per share sold.
25. What are the responsibilities of Capital One or the Administrator under
the Plan?
Neither Capital One nor the Administrator will be liable for any act done in
good faith or for any good faith omission to act, including, without
limitation, any claims of liability arising out of a failure to cease dividend
reinvestment for a Participant's account upon such Participant's death or
adjudicated incompetence prior to the receipt of notice in writing of such
death or adjudicated incompetence, the prices at which shares are purchased or
sold for the Participant's account, the times when purchases or sales are made
or fluctuations in the market value of Capital One's common stock. Neither
Capital One nor the Administrator has any duties, responsibilities or
liabilities except those expressly set forth in the Plan. The Plan does not
limit any Participant's right to sue under the Securities Act of 1933 (the
"Securities Act") or the Securities Exchange Act of 1934.
THE PARTICIPANT SHOULD RECOGNIZE THAT CAPITAL ONE CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON SHARES PURCHASED BY A PARTICIPANT UNDER THE PLAN.
26. What happens if Capital One issues a stock dividend or declares a stock
split?
Any common stock distributed by Capital One as a result of a stock dividend
or a stock split on shares credited to a Participant's account or held by a
Participant in certificated form will be credited to the Participant's
account. All whole shares of Capital One common stock carry an attached right
to purchase, in certain circumstances, shares of Capital One preferred stock.
In the event that Capital One makes available to holders of its common stock
rights to purchase additional shares of common stock or other securities, the
Participant will receive such rights based upon the total number of whole
shares registered in the Participant's name and credited to the Participant's
account.
27. May the Plan be changed or terminated?
While the Plan is intended to continue indefinitely, Capital One reserves
the right to amend, modify, suspend or terminate the Plan at any time.
Participants will be notified in writing of any modifications made to the
Plan.
USE OF PROCEEDS
The proceeds to Capital One from the issuance of shares of common stock
pursuant to the Plan will be used for general corporate purposes.
INDEMNIFICATION UNDER THE SECURITIES ACT
Except in limited circumstances, Capital One is required by provisions in
its Restated Certificate of Incorporation to indemnify its directors and
officers against liability incurred by them as a result of their service in
those capacities. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Capital One pursuant to the foregoing provisions, Capital One has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
16
COMMON STOCK DIVIDENDS AND PRICE RANGE
Capital One has paid cash dividends on its common stock for each full
quarter since the common stock became publicly held on November 22, 1994. Such
dividends were paid in the following quarterly amounts per share for the last
year:
2001
First Quarter....................................................... $0.02667
Second Quarter...................................................... $0.02667
Third Quarter....................................................... $0.02667
Fourth Quarter...................................................... $0.02667
The following table shows the high and low sales prices of the common stock
during the past three years as reported on the New York Stock Exchange's
composite tape by The Wall Street Journal.
Year High Low
---- ------- -------
1999
First Quarter................................................ 51.484 36.375
Second Quarter............................................... 60.250 46.063
Third Quarter................................................ 57.813 35.813
Fourth Quarter .............................................. 54.875 35.875
2000
First Quarter................................................ 48.813 32.063
Second Quarter............................................... 53.750 39.375
Third Quarter................................................ 71.750 44.625
Fourth Quarter .............................................. 73.250 45.875
2001
First Quarter................................................ 70.438 46.900
Second Quarter............................................... 72.580 51.610
Third Quarter................................................ 67.250 36.400
Fourth Quarter............................................... 55.600 41.000
2002
First Quarter (through January 15, 2002)..................... 57.05 51.90
The last reported sales price of the common stock on the Exchange on January
15, 2002 was $53.55 per share. All sales prices prior to June 1, 1999 have
been adjusted to reflect Capital One's 3-for-1 stock split effected on June 1,
1999.
The price of common stock varies over time and neither the price of the
common stock nor the dividends paid upon the common stock are guaranteed by
any governmental authority or otherwise.
17
PLAN OF DISTRIBUTION
In connection with the administration of the Plan, Capital One may be
requested to approve optional cash investments in excess of the allowable
maximum amounts on behalf of Participants pursuant to Requests for Waiver,
including those engaged in the securities business. In deciding whether to
approve such a request, Capital One will consider relevant factors including,
but not limited to (a) whether it is then selling newly issued shares of
common stock under the Plan or acquiring shares for the Plan through open
market purchases or privately negotiated transactions, (b) Capital One's need
for additional funds, (c) the attractiveness of obtaining such funds by the
sale of common stock by comparison to other sources of funds, (d) the purchase
price likely to apply to any sale of common stock, (e) the Participant
submitting the request, including the extent and nature of such Participant's
prior participation in the Plan, and the number of shares of Capital One
common stock held of record by such Participant, and (f) the aggregate amount,
if any, of optional cash investments in excess of the allowable maximum
amounts for which requests have been submitted by all Participants. Capital
One will not extend to any such person any rights or privileges other than
those to which it would be entitled as a Participant, nor will Capital One
enter into any agreement with any such person regarding such person's purchase
of such shares or any resale or distribution thereof. Capital One may,
however, approve requests for optional cash investments by such persons in
excess of allowable maximum limitations. If such requests are submitted for
any Investment Date for an aggregate amount in excess of the amount Capital
One is willing to accept, Capital One may honor such requests in order of
receipt, pro rata or by any other method which Capital One determines to be
appropriate.
LEGAL MATTERS
Certain legal matters with regard to the common stock have been passed upon
by McGuire Woods LLP, Richmond, Virginia.
EXPERTS
The consolidated financial statements of Capital One Financial Corporation
incorporated by reference in Capital One Financial Corporation's Annual Report
(Form 10-K) for the year ended December 31, 2000, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
18
WHERE YOU CAN FIND MORE INFORMATION
This Prospectus is part of a Registration Statement Capital One has filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 with respect to the shares of common stock being
offered by this Prospectus (the "Registration Statement"). The Registration
Statement, including the attached exhibits and schedules, contains additional
relevant information about Capital One and Capital One's common stock. The
Commission's rules and regulations allow us to omit certain information
included in the Registration Statement from this Prospectus. The Registration
Statement may be inspected by anyone without charge at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.
In addition, Capital One files reports, proxy statements and other
information with the Commission under the Securities Exchange Act of 1934. You
may read and copy this information at the Commission's Public Reference Room,
450 Fifth Street, Room 1024, Washington, DC 20549. You may also obtain copies
of this information by mail from the Public Reference Room at rates determined
by the Commission. You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-732-0330.
You can also inspect reports, proxy statements and other information that
Capital One has filed electronically with the Commission at the Commission's
web site at http://www.sec.gov and at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
The Commission allows companies to "incorporate by reference" information
into this Prospectus. This means that Capital One can disclose important
information to you by referring you to another document filed separately with
the Commission. The information incorporated by reference is considered to be
a part of this Prospectus, except for any information that is superseded by
information that is included directly in this document.
19
This Prospectus incorporates by reference the documents listed below that
Capital One has previously filed with the Commission. They contain important
information about Capital One and its financial condition.
Company Filings Period
Annual Report on Form 10-K Year ended December 31, 2000
Quarterly Reports on Form 10-Q Fiscal quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001
Current Reports on Form 8-K Filed:
January 17, 2001
January 19, 2001
April 17, 2001
July 18, 2001
September 21, 2001
October 17, 2001
October 25, 2001
November 2, 2001
Furnished:
July 26, 2001
Proxy Statement(/1/) Dated March 20, 2001
Description of the Company's Common Stock Dated October 17, 1994
on Amendment No. 1 to Form 8-A
Description of the Company's Preferred Dated November 16, 1995
Stock purchase rights on Form 8-A
--------
(/1/The)information referred to in Item 402(a)(8) of Regulation S-K and
paragraph (d)(3) of Item 7 of Regulation 14C promulgated by the
Commission shall not be deemed to be specifically incorporated by
reference into this Prospectus.
Capital One also incorporates by reference additional documents that it may
file with the Commission after the date of this Prospectus. These documents
include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.
Documents incorporated by reference are available from Capital One without
charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this Prospectus. You
can obtain documents incorporated by reference in this Prospectus by
requesting them in writing or by telephone from Capital One at the following
address:
Capital One Financial Corporation
Investor Relations Department
2980 Fairview Park Drive
Falls Church, Virginia 22042
Telephone: (703) 205-1000
20
APPENDIX I
Expected
Record Date Optional Cash
for Investments are
Cycle Dividend Payments due by: Investment Date
----- ----------------- ------------------ ------------------
(C) (D) (E)
B..................... -- January 18, 2002 January 22, 2002
A..................... February 8, 2002 February 19, 2002 February 20, 2002
B..................... -- March 19, 2002 March 20, 2002
B..................... -- April 19, 2002 April 22, 2002
A..................... May 8, 2002 May 17, 2002 May 20, 2002
B..................... -- June 19, 2002 June 20, 2002
B..................... -- July 19, 2002 July 22, 2002
A..................... August 8, 2002 August 19, 2002 August 20, 2002
B..................... -- September 19, 2002 September 20, 2002
B..................... -- October 18, 2002 October 21, 2002
A..................... November 8, 2002 November 19, 2002 November 20, 2002
B..................... -- December 19, 2002 December 20, 2002
--------
A. Optional cash investments and reinvestment of cash dividends permitted in
this month.
B. Only optional cash investments permitted in this month.
C. The actual Record Date for dividend months (those indicated by the letter
"A" in the cycle column) will be established by the Board of Directors.
D. Optional cash investments of $10,000 or less must be received by the
Administrator no later than the business day prior to the Investment Date.
For optional cash investments of more than $10,000, Investment Date(s) will
be the date(s) set forth in an approved Request for Waiver.
E. The Investment Date for optional cash investments of $10,000 or less will
be the dividend payment date during a month in which a cash dividend is
paid and in any other month, the twentieth calendar day of such month;
however, if either the dividend payment date or such twentieth day falls on
a date when the New York Stock Exchange is closed, the Investment Date will
be the first day following on which the New York Stock Exchange is open.
U.S. EQUITY
MARKETS CLOSED IN 2002
New Years Day............................................... January 1
Martin Luther King Day...................................... January 21
Presidents Day.............................................. February 18
Good Friday................................................. April 12
Memorial Day................................................ May 27
Independence Day ........................................... July 4
Labor Day................................................... September 2
Thanksgiving................................................ November 28
Christmas Day .............................................. December 25
A-1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
You should rely only on the information contained or incorporated by reference
in this Prospectus. We have not authorized anyone to provide you with different
information.
We are not offering the Company's common stock in any state where the offer is
not permitted.
---------------
TABLE OF CONTENTS
Page
----
Description of the Plan.................................................... 2
Purpose................................................................... 2
Participation Options..................................................... 2
Advantages and Disadvantages.............................................. 2
Administration............................................................ 3
Participation............................................................. 4
Enrollment................................................................ 5
Purchases................................................................. 6
Certificates.............................................................. 12
Sale of Shares............................................................ 13
Reports................................................................... 14
Withdrawal................................................................ 14
Taxes..................................................................... 14
Other Provisions.......................................................... 15
Use of Proceeds............................................................ 16
Indemnification under the Securities Act................................... 16
Common Stock Dividends and Price Range..................................... 17
Plan of Distribution....................................................... 18
Legal Matters.............................................................. 18
Experts.................................................................... 18
Where You Can Find More Information........................................ 19
Appendix I................................................................. A-1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7,500,000 Shares
[LOGO OF CAPITAL ONE APPEARS HERE]
Common Stock
($0.01 Par Value)
---------------
PROSPECTUS
---------------
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
January 16, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------