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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/05/09 Chevy Chase Preferred Cap Corp 8-K:5,8,9 2/27/09 2:60K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 20K 2: EX-99.1 Press Release HTML 19K
| Form 8-K |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 27, 2009
CHEVY CHASE PREFERRED CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-12477 | 52-1998335 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 7501 Wisconsin Avenue Bethesda, Maryland |
20814 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 987-2265
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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:
| ¨ | 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)) |
| Item 5.01. | Changes in Control of Registrant. |
On December 3, 2008, Capital One Financial Corporation (“Capital One”), B.F. Saul Real Estate Investment Trust, Derwood Investment Corporation, and B.F. Saul Company Employees’ Profit Sharing and Retirement Trust entered into a Stock Purchase Agreement, pursuant to which Capital One agreed to acquire the outstanding common stock of Chevy Chase Bank, F.S.B. (the “Bank”) in exchange for $445 million in cash and 2.56 million shares of Capital One common stock (the “Acquisition”). On February 27, 2009 (the “Closing Date”), Capital One completed the Acquisition. As a result of the Acquisition the Bank became a wholly-owned subsidiary of Capital One. The Bank is the parent company of Chevy Chase Preferred Capital Corporation (the “Company”) and owns all outstanding common stock of the Company and, thus, on the Closing Date, the Company also became a wholly-owned subsidiary of Capital One.
As of the Closing Date, Messrs. B. Francis Saul II, Stephen Halpin, Jr., Alexander MacColl, Jr. and Gregory Platts have resigned as members of the Company’s Board of Directors. Also as of the Closing Date, Ms. Lynn Pike, President, Banking, of Capital One, and Mr. Stephen P. Theobald, Senior Vice President of Capital One, have been appointed to the Company’s Board of Directors. Mr. Bradford H. Warner and Mr. Stanley Westreich, members of Capital One’s Board of Directors, also have been appointed to the Company’s Board of Directors. Mr. Alexander Boyle and Mr. Thomas McCormick will continue on the Company’s Board of Directors.
| Item 8.01. | Other Events. |
In connection with the closing of the Acquisition, the Bank also announced that the redemption of the Company’s 10- 3/8 percent Noncumulative Exchangeable Preferred Stock, Series A (CCP-PrA) (the “Redemption”) will occur on March 30, 2009. Additional details regarding the Redemption and the other matters discussed in this Form 8-K are included in the press release issued by Capital One on the Closing Date and attached hereto as Exhibit 99.1 (the “Press Release”). A copy of the Press Release is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 99.1 |
Press Release issued by Capital One, dated February 27, 2009. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHEVY CHASE PREFERRED CAPITAL CORPORATION | ||||||
| Date: March 5, 2009 | /s/ Jean Traub | |||||
| Name: | Jean Traub | |||||
| Title: | Secretary | |||||
3
| Exhibit No. |
Description of Exhibit | |
| 99.1 |
Press Release issued by Capital One, dated February 27, 2009. |
4
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/30/09 | 15-12B, 25-NSE, 4 | |||
| Filed on: | 3/5/09 | |||
| For Period End: | 2/27/09 | |||
| 12/3/08 | ||||
| List all Filings | ||||