UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 16, 2012
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)) |
EXPLANTORY NOTE
This Amendment No. 1 amends the Current Report on Form 8-K, filed on February 17, 2012 (“Initial Form 8-K”), to provide the financial statement information referred to in parts (a) and (b) of Item 9.01 below relating to the recently completed acquisition by Capital One Financial Corporation (the “Company”) of substantially all of the ING Direct business in the United States (the “ING Direct Acquisition”). Except as otherwise noted, all other information in the Initial Form 8-K remains unchanged.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired |
The required audited consolidated financial statements of ING Bank, fsb as of and for the years ended December 31, 2011 and December 31, 2010, are included hereto as Exhibit 99.1 and incorporated herein by reference.
| (b) | Pro Forma Financial Information |
The required unaudited pro forma condensed combined financial statements relating to the ING Direct Acquisition as of and for the year ended December 31, 2011, are attached hereto as Exhibit 99.2 and incorporated herein by reference.
| (c) | N/A |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 99.1 |
Audited Consolidated Financial Statements of ING Bank, fsb as of and for the years ended December 31, 2011 and December 31, 2010 (incorporated by reference to Exhibit 99.2 of the Company’s Report on Form 8-K, filed on March 14, 2012) | |
| 99.2 |
Unaudited Pro Forma Condensed Combined Financial Statements relating to the ING Direct Acquisition as of and for the year ended December 31, 2011 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Amendment No. 1 to the Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPITAL ONE FINANCIAL CORPORATION | ||||||
| Date: April 27, 2012 | By: | /S/ GARY L. PERLIN | ||||
| Gary L. Perlin Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Audited Consolidated Financial Statements of ING Bank as of and for the years ended December 31, 2011 and December 31, 2010 (incorporated by reference to Exhibit 99.2 of the Company’s Report on Form 8-K, filed on March 14, 2012) | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Statements relating to the ING Direct Acquisition as of and for the year ended December 31, 2011 | |