From the street.com Capital One CFO Traded on Inside Information -- SEC By TSC Staff 03/03/2003 08:42 AM EST Capital One (COF:NYSE - news - commentary - research - analysis) Chief Financial Officer David M. Willey traded on inside information around the time of a July regulatory action that cut the credit-card company's shares in half, the SEC plans to allege. Willey resigned Monday. Capital One said the SEC told Willey it plans to bring civil charges against him following an investigation into the events surrounding the plunge in the company's stock last July. The shares lost about half their value in one day after Capital One said it was entering a memorandum of understanding with regulators governing its lending practices. Willey, who can respond to the SEC's notification and theoretically argue them out of bringing charges, will be replaced on an acting basis by Dave Lawson, the head of Capital One's auto-finance unit. The news sent the shares down 10% to $28. The company affirmed existing earnings guidance in its release and said its rate of charged-off loans was currently within the expected range.
From Cap1 Press Release: Press Releases Statement By Capital One Financial Corporation (March 03, 2003) - Capital One Financial Corporation (NYSE: COF) today announced that David M. Willey, Executive Vice President and Chief Financial Officer of Capital One Financial Corporation, has resigned from the company effective immediately. Willeyâ??s resignation came after he received a Wells notice from the SEC staff indicating that the staff intends to recommend that the SEC bring a civil action against Willey. That action, if authorized, would allege that he traded in the companyâ??s stock while in possession of material nonpublic information. Prior to any action being authorized, Willey will have an opportunity to provide information to the SEC staff, and ultimately the SEC Commissioners, so they can determine whether such an action is warranted. No Wells notice was directed to the company or any other member of management. The notice to Willey arises from a formal order of investigation that was issued after the companyâ??s July 16, 2002 Form 8-K filing and the subsequent decline in the companyâ??s stock price. That filing included an announcement that the company expected to enter into an informal Memorandum of Understanding with its banking regulators. The company is fully cooperating with the SECâ??s investigation. The company has engaged an executive search firm to identify a new CFO. In the interim, Dave Lawson will assume the role of acting CFO. Lawson joined Capital One in July, 1998 when the company acquired Summit Acceptance Corp., a consumer auto finance company based in Plano, Texas, where he was President and Chief Executive Officer. Since then, he has served as President and Chief Executive Officer of what today is Capital Oneâ??s $7.0 billion auto finance subsidiary, Capital One Auto Finance. Prior to Summit, Lawson was President for twelve years of Western National Bancorporation based in Tulsa, Oklahoma, which is now a part of Bank of America. For twelve years before his career in banking, Lawson provided audit and consulting services for a number of large financial institutions as a partner at Arthur Andersen. In addition, the company affirmed previously released guidance for earnings-per-share results and its charge-off rate for 2003. As disclosed in the companyâ??s fourth quarter 2002 earnings release, the companyâ??s earnings-per-share is expected to grow by approximately 15 percent in 2003. The company also affirmed its charge-off guidance provided earlier in the quarter. The company continues to expect its managed charge-off rate to be in the mid-to-high six percent range in the first quarter of 2003 and remain in this range in the second quarter. In the second half of 2003, the company continues to expect the charge-off rate to decline to the low-to-mid six percent range. In addition, the company stated that it expects Richard D. Fairbank, Chairman and Chief Executive Officer of Capital One Financial Corporation, and Dave Lawson, acting Chief Financial Officer, to certify the companyâ??s 2002 financial statements which it will file with its annual report on form 10-K on or before March 30, 2003. The company cautioned that its current expectations for future earnings, and future charge-off rate expectations, are forward looking statements and actual results could differ materially from current expectations due to a number of factors, including: competition in the credit card industry; the actual account and balance growth achieved by the company; the companyâ??s ability to access the capital markets at attractive rates and terms to fund its operations and future growth; changes in regulation; and general economic conditions affecting consumer income and spending, which may affect consumer bankruptcies, defaults and charge-offs. A discussion of these and other factors can be found in Capital Oneâ??s annual and other reports filed with the Securities and Exchange Commission, including, but not limited to, Capital Oneâ??s report on Form 10-K for the year ended December 31, 2001.
