For your convenience, we have set out below answers to a number of questions frequently asked by our stockholders. Most of the information set out below has been extracted from publicly available information, including Capital One's Registration Statement on Form S-4 that included a joint proxy statement of Capital One and Hibernia that also constitutes a prospectus of Capital One. Capital One and Hibernia mail ed the Proxy Statement/Prospectus to their respective stockholders on or about October 1, 2005. These FAQ's do not purport to be complete and should be read in conjunction with the Proxy Statement/Prospectus and other related documents. You may obtain a free copy of the Proxy Statement/Prospectus and other related documents filed by Capital One and Hibernia with the SEC at the SEC's website at http://www.sec.gov. The Proxy Statement/Prospectus and the other related documents may also be obtained for free by accessing Capital One's website at http://www.capitalone.com under the heading “Investors” and then under the heading “SEC & Regulatory Filings”.
GENERAL FAQS
If you would like to purchase stock in Capital One, contact your stockbroker. If you are already a shareholder, you may purchase additional shares through monthly optional cash investments. There are certain restrictions, like a monthly minimum of $50 and a maximum of $10,000, so please read the prospectus for full details. The prospectus is available from our transfer agent, Computershare Trust Company, N.A. You may contact them by writing or phoning:
Computershare Trust Company, N.A.
PO Box 43069
Providence, RI 02940-3069
1-888-985-2057
Not only do you need to determine the cost basis for the Capital One Common Stock that you received, you also need to determine a new cost basis for your Signet Common Stock, which changed as a result of the Capital One distribution.
For every share of Signet Common Stock that you held at the time of the distribution, you received one share of Capital One Common Stock. The cost basis for tax purposes for your Capital One Common Stock is 49.31 percent of the price that you paid (adjusted for any stock splits) for each share of the Signet Common Stock that you held at the time of the Capital One distribution. The cost basis for tax purposes for your Signet Common Stock is 50.69 percent of the price that you paid (adjusted for stock splits) for each share of the Signet Common Stock that you held at the time of the Capital One distribution. Your holding time for your Capital One Common Stock will include the holding period for your Signet Common Stock.
Please refer to the Financials Section of this site. For a printed version, please send your request via e-mail to the Capital One Investor Relations group at investorrelations@capitalone.com.
The Annual Stockholder Meeting is typically held the first week of May at our corporate headquarters located in Mclean, Virginia. For exact date, time, and location please see our Proxy Statement.
Yes. Capital One’s Policy Statement of its Code of Business Conduct and Ethics sets forth the ethical principles that are intended to guide the actions and working relationships of Capital One’s directors, officers and employees. The Code of Conduct includes provisions relating to conflicts of interest, corporate opportunities, fair dealing, protection and use of company assets, accounting complaints, company documents and auditor influence, compliance with laws, public disclosure and reporting of misconduct.
If you have questions about our direct banking products, please call (888) 810-4013.
If you are an investor and have questions about the company please contact Investor Relations at (703) 720-2455, or via email at investorrelations@capitalone.com.
COF/HIB MERGER FAQS
As a result of the Capital One and Hibernia merger, each share of Hibernia common stock with respect to which a valid cash election was made was converted into the right to receive $30.46 in cash; and each share of Hibernia common stock with respect to which a valid stock election was made was converted into the right to receive approximately $6.16 in cash plus 0.3024 of a share of Capital One common stock. However, Hibernia shareholders who did not make a valid election with respect to their shares of Hibernia common stock received the default merger consideration consisting of $30.46 in cash in exchange for each share of their Hibernia common stock. Whether or not a valid election was made, Hibernia shareholders received cash for each fractional share of their Hibernia common stock, based on the average closing price of Capital One common stock of $80.324 for the five day period ending on November 15, 2005.
To access Capital One's press release announcing the final results regarding the Capital One and Hibernia merger consideration, please click on the link below:
http://www.sec.gov/Archives/edgar/data/927628/000090342305000935/capone_ex99-1.htm
For a description of anticipated material U.S. federal income tax consequences of the merger to U.S. holders of Hibernia common stock, please refer to the joint proxy statement of Capital One and Hibernia at:
http://www.sec.gov/Archives/edgar/data/47288/000119312505192461/ddefm14a.htm#toc43914_28
Please consult the stockbroker that you used when you originally purchased your shares of Hibernia common stock. Your broker should be able to provide you with information regarding your tax basis. Assuming you purchased the shares for cash, your tax basis in your shares generally is equal to the amount of cash you paid for those shares. If you have any questions regarding your tax basis in your Hibernia shares, you should consult your financial advisor, accountant or tax lawyer. Unfortunately, neither Computershare nor Capital One, has records regarding the tax basis of your shares, except in circumstances specified in the next paragraph.
If you held stock certificates for your shares of Hibernia, or if your shares were in “book-entry” form (meaning that you did not own stock certificates but, instead, you were recorded on a stock register maintained by Computershare as the record owner of those shares), or if your shares were held in the Dividend Reinvestment and Stock Purchase Plan (the “DRP”) or if you had employee restricted stock, you should contact Computershare at the toll free number indicated above.
Your aggregate tax basis in the shares of Capital One common stock that you receive in the Capital One and Hibernia merger will, including any fractional share interests you are treated as having received as described in the last bullet point of Question 5 above, equal your aggregate tax basis in your shares of Hibernia common stock that you surrender in the merger, increased by the amount of any taxable gain you recognize as a result of the merger (other than any taxable gain resulting your deemed receipt of and sale back to Capital One of any fractional share interests), and decreased by the amount of any cash you receive as a result of the merger (excluding any cash received in lieu of a fractional share interest).
Your holding period for the shares of Capital One common stock that you receive in the Capital One and Hibernia merger generally will include the holding period for the shares of Hibernia common stock that you exchange for the Capital One shares.
Merger Election-Related FAQs
As a result of the Capital One and North Fork merger, each share of North Fork common stock with respect to which a valid cash election was made was converted into the right to receive $28.144 in cash; and each share of North Fork common stock with respect to which a valid stock election was made was converted into the right to receive 0.3692 of a share of Capital One common stock. However, North Fork stockholders who did not make a valid election with respect to their shares of North Fork common stock will receive the default merger consideration consisting of approximately $26.845 in cash plus 0.017 of a share of Capital One common stock in exchange for each share of their North Fork common stock. Whether or not a valid election was made, North Fork stockholders received cash for each fractional share of their North Fork common stock, based on the average closing price of Capital One common stock of $76.238 for the five-day period ending on November 30, 2006.
To access Capital One's press release announcing the final results regarding the Capital One and North Fork merger consideration, please click on the link below:
http://www.sec.gov/Archives/edgar/data/927628/000119312506245235/dex991.htm
For a description of anticipated material U.S. federal income tax consequences of the merger to U.S. holders of North Fork common stock, please refer to the joint proxy statement of Capital One and North Fork at:
http://www.sec.gov/Archives/edgar/data/352510/000119312506145231/ddefm14a.htm
Please consult the stockbroker that you used when you originally purchased your shares of North Fork common stock. Your broker should be able to provide you with information regarding your tax basis. Assuming you purchased the shares for cash, your tax basis in your shares generally is equal to the amount of cash you paid for those shares. If you have any questions regarding your tax basis in your North Fork shares, you should consult your financial advisor, accountant or tax lawyer. Unfortunately, neither Computershare nor Capital One, has records regarding the tax basis of your shares, except in circumstances specified in the next paragraph.
If you held stock certificates for your shares of North Fork, or if your shares were in “book-entry” form (meaning that you did not own stock certificates but, instead, you were recorded on a stock register maintained by Computershare as the record owner of those shares), or if your shares were held in the Dividend Reinvestment and Stock Purchase Plan (the “DRP”) or if you had employee restricted stock, you should contact Computershare at the toll free number indicated above.
Your holding period for the shares of Capital One common stock that you receive in the Capital One and North Fork merger generally will include the holding period for the shares of North Fork common stock that you exchange for the Capital One shares.
Discover Acquisition FAQs
As a result of the acquisition by Capital One Financial Corporation (“Capital One”) of Discover Financial Services (“Discover” and, such transaction, the “Transaction”), all shares of Discover common stock [have been]/[will be] canceled and converted into the right to receive 1.0192 shares of Capital One common stock, plus cash in lieu of fractional shares (collectively, the “Merger Consideration”).
Capital One’s common stock is listed on the New York Stock Exchange under the symbol “COF.” For purposes of these frequently asked questions, we refer to the common stock of Capital One as “Capital One common stock.”
If you hold certificated shares of Discover common stock, you must properly complete a Letter of Transmittal and return it in the enclosed pre-addressed envelope, along with your stock certificate(s), to Computershare. We recommend that you use registered mail, properly insured, with electronic verification of delivery requested. Capital One, Discover and Computershare do not assume the risk of loss or title to any stock certificate(s) that you send prior to their receipt by Computershare.
If you hold book-entry shares of Discover common stock, you are not required to deliver a Letter of Transmittal or any certificate(s) with respect to such book-entry shares to Computershare. Instead, each book-entry share has automatically been converted into the right to receive the Merger Consideration.
If you hold shares in both certificated and book-entry form, you will be required to complete and return a Letter of Transmittal and your stock certificate(s) with respect to your certificated shares only, your book-entry shares will be exchanged automatically once your certificated shares are received by Computershare. See Question 2 for more information regarding certificated shares.
You will receive a separate Letter of Transmittal for each account. You must complete and return each Letter of Transmittal that you receive, along with the appropriate stock certificate(s), in order to receive the Merger Consideration for all of your shares.
If you have any questions about the exchange of your Discover shares held in “street name,” please contact your broker or financial institution to determine how they will handle the transaction. You must, however, complete and return a Letter of Transmittal for any certificated shares of Discover common stock that you personally hold.
If you hold more than 10 certificates, any additional certificate(s) will be totaled in the “Other Certificates Total” column on the first page of the Letter of Transmittal. For example, if you have 12 certificates, this column will read “2.” You will still need to send in the two certificates to receive the Merger Consideration corresponding to these certificates, even if they are not individually listed on the first page of the Letter of Transmittal.
If you have lost any of your Discover stock certificates (or if any such stock certificates have been mislaid, stolen or destroyed):
- Follow the “Lost Certificates” instruction on the first page of the Letter of Transmittal and complete the Lost Securities Affidavit in the box on the reverse side of the Letter of Transmittal.
- Return the Letter of Transmittal with the Affidavit completed, along with any stock certificate(s) you may have in your possession, to Computershare in the enclosed pre-addressed return envelope. We recommend that you use registered mail, properly insured, with electronic verification of delivery requested.
If you have lost stock certificates (or if any such stock certificates have been mislaid, stolen or destroyed) and the lost certificates are part of an estate or trust or are valued at more than $250,000, contact Computershare for further instructions. See Question 15 below for Computershare’s contact information.
The insurance premium pays for a surety bond. The bond covers the risk of financial loss in the event the lost stock certificate is used in a fraudulent manner. Exchange agents like Computershare require a surety bond before replacing a lost stock certificate to avoid this risk.
The common shares will be credited in the form of book-entry shares.
No. Do not endorse your stock certificate(s).
The transaction notice reflecting your credit of the appropriate whole number of book-entry shares of Capital One common stock and a check for any cash in lieu payment will be mailed promptly after receipt of your documents by Computershare, assuming that all of the documents required to exchange your Discover stock certificate(s) for Merger Consideration are in proper order. If more than four weeks have elapsed from the date you submitted the required materials and you have not received your transaction notice, contact Computershare. See Question 15 below for Computershare’s contact information.
If there are issues with your documents, Computershare will send a letter explaining the problem and outlining what you need to do to remedy the issue(s).
A general discussion of the U.S. federal income tax consequences of the Transaction to certain holders of Discover common stock can be found in the registration statement filed with the Securities and Exchange Commission on January 6, 2025 under the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers.” You should refer to the discussion included therein and consult your own tax advisors regarding the particular U.S. federal income tax consequences of the Transaction to you in light of your particular circumstances, as well as the particular consequences to you of the Transaction under any state, local or non-U.S. income or other tax laws.
Follow the “Special Transfer Instructions” on the second page of the Letter of Transmittal and complete a transfer of ownership form, which may be obtained at https://www.us.computershare.com/TransferWizard/default.aspx or by calling Computershare. See Question 15 below for Computershare’s contact information.
You can contact them as follows:
By Telephone:
From within the United States, U.S. territories & Canada: 1-800-546-5141 (Toll Free) From outside the United States, U.S. territories & Canada: 1-781-575-2765
By Mail:
Computershare
Computershare Trust Company, N.A.
PO Box 43014
Providence, RI 02940-3014
By Overnight Delivery:
Computershare
Computershare Trust Company, N.A. 150 Royall Street, Suite 101
Canton, MA 02021
Delivery of the Letter of Transmittal and stock certificate(s) to any address other than as set forth above or on the Letter of Transmittal will not constitute a valid delivery. Do not send your stock certificate(s) to Discover or Capital One.
As a result of the Transaction, each share of Discover series C preferred stock and Discover series D preferred stock [have been]/[will be] canceled and converted into the right to receive one (1) share of Capital One series O preferred stock or Capital One series P preferred stock, respectively.
In connection with the Transaction, each outstanding Discover depositary share representing a 1/100th interest in a share of the applicable series of Discover preferred stock will become a new Capital One depositary share and will represent a 1/100th interest in a share of the applicable series of new Capital One preferred stock. Please contact Computershare for any further questions regarding your depository shares representing an interest in Discover preferred stock. See Question 15 above for Computershare’s contact information.