-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U1QkqK4kYeW82twZU7E24OJhV/W5fWCSBhfyAczFgy54k2EBiVfjLGUmjinXma2H pvjIbzKs5mLAzdDlwIlV+Q== 0001068144-00-000078.txt : 20000204 0001068144-00-000078.hdr.sgml : 20000204 ACCESSION NUMBER: 0001068144-00-000078 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE FINANCIAL CORP CENTRAL INDEX KEY: 0000927628 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 541719854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44047 FILM NUMBER: 521042 BUSINESS ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE STREET 2: STE 1300 CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 7032051000 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE SUITE 1300 CITY: FALLS CHURCH STATE: VA ZIP: 22042 FORMER COMPANY: FORMER CONFORMED NAME: OAKSTONE FINANCIAL CORP DATE OF NAME CHANGE: 19940728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER BERMAN INC CENTRAL INDEX KEY: 0001068144 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 061523639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 2124769000 MAIL ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Capital One Financial Corporation (Name of Issuer) Common (Title of Class of Securities) 14040H105 (CUSIP Number) December 31, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1 (b) [ ] Rule 13d-1 (c) [ ] Rule 13d-1 (d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 14040H105 13G Page 2 of 5 Pages 1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Neuberger Berman, Inc. 061523639 Neuberger Berman, LLC. 13-5521910 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /X/ 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 374,387 6) SHARED VOTING POWER 5,605,200 7) SOLE DISPOSITIVE POWER 0 8) SHARED DISPOSITIVE POWER 5,991,387 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,991,387 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 103,800 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.03 12) TYPE OF REPORTING PERSON* BD/IA CUSIP No. 14040H105 13G Page 3 of 5 Pages Item 1. (a) Name of Issuer: Capital One Financial Corporation Item 1 (b) Address of Issuer's Principal Executive Offices: 2980 Farview Park Drive, Suite 1300, Falls Church, VA 22042 Item 2. (a) Name of Person Filing: Neuberger Berman Inc. Neuberger Berman, LLC. Item 2 (b) Address of Principal Business Office: 605 Third Ave., New York, NY, 10158-3698 Item 2 (c) Citizenship: USA Item 2 (d) Title of Class of Securities: Common Item 2 (e) CUSIP Number: 14040H105 Item 3. (g) /X/ Parent holding company, in accordance with 240.13d-1 (b)(ii)(G) Item 4. Ownership: (a) Amount Beneficially Owned: 5,991,387 (b) Percent of Class: 3.03 CUSIP No. 14040H105 13G Page 4 of 5 Pages (c) Number of Shares as to which such person has: (I) Sole Power to vote or to direct the vote: 374,387 (II) Shared Power to vote or to direct the vote: 5,605,200 (III) Sole Power to dispose or to direct the disposition of: 0 (IV) Shared Power to dispose or to direct the disposition of: 5,991,387 Item 5. Ownership of Five Percent or Less of a Class: This statement is being filed to report the fact, that as of the date hereof, Neuberger Berman, LLC has ceased to be the beneficial owner of more than five percent of the class of securities. Item 6. Ownership of More than Five Percent on Behalf of Another: Neuberger Berman, LLC is deemed to be a beneficial owner for purpose of Rule 13(d) since it has shared power to make decisions whether to retain or dispose of, and in some cases the sole power to vote, the securities of many unrelated clients. Neuberger Berman, LLC does not, however, have any economic interest in the securities of those clients. The clients are the actual owners of the securities and have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. Employee(s) of Neuberger Berman, LLC and Neuberger Berman Management, Inc. ("Employees")own 103,800 shares. Employee(s) own these shares in their own personal securities accounts. Neuberger Berman LLC disclaims beneficial ownership of these shares since; these shares were purchased with each employee(s)' personal funds and each employee has exclusive dispositive and voting power over the shares held in their respective accounts. With regard to the shares set forth under Item 4.(c)(II), Neuberger Berman, LLC and Neuberger Berman Management Inc. are deemed to be beneficial owners for purposes of Rule 13(d) since they both have shared power to make decisions whether to retain or dispose and vote the securities. Neuberger Berman, LLC and Neuberger Berman Management Inc. serve as sub-adviser and investment manager, respectively, of Neuberger Berman's various Mutual Funds which hold such shares in the ordinary course of their business and not with the purpose nor with the effect of changing or influencing the control of the issuer. No other Neuberger Berman, LLC advisory client has an interest of more than 5% of the issuer. It should be further noted that the share calculation under item 4.(c)(IV) is derived from a total combination of the shares set forth under Item 4.(c)(I and II). The remaining balance of shares, if any, are for individual client accounts over which Neuberger Berman, LLC has shared power to dispose but not vote shares. CUSIP No. 14040H105 13G Page 5 of 5 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Neuberger Berman, Inc. makes this filing pursuant to Rule 13d-1(b)(ii)(G) since it owns 100% of both Neuberger Berman, LLC and Neuberger Berman Management, Inc. and does not own over 1% of the issuer. Neuberger Berman, LLC, as investment advisor and broker/dealer with discretion. Neuberger Berman Management, Inc. as investment advisor to a Series of Public Mutual Funds. Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 31, 2000 By: C. Carl Randolph Senior Vice President/General Counsel and Secretary Neuberger Berman, Inc. Neuberger Berman, LLC. -----END PRIVACY-ENHANCED MESSAGE-----