UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ý |
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended December 31, 2001 | |
o |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 1-12897
PROVIDIAN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State of incorporation) |
94-2933952 (I.R.S. Employer Identification No.) |
|
201 Mission Street, San Francisco, California (Address of principal executive offices) |
94105 (Zip Code) |
(415) 543-0404
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered |
|
|---|---|---|
| Common Stock, $.01 par value | New York Stock Exchange Pacific Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
As of March 11, 2002, 288,881,095 shares of the registrant's Common Stock were outstanding, and the aggregate market value of the Common Stock held by non-affiliates of the registrant was $1,751,943,503, calculated by reference to the closing price of the registrant's Common Stock as reported on the New York Stock Exchange as of that date. For purposes of such calculation, shares owned by directors and executive officers of the registrant have been treated as owned by affiliates of the registrant, although such treatment is not an admission of affiliate status of any such person.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to stockholders for the year ended December 31, 2001 are incorporated by reference into Parts I, II and IV of this Report. Portions of the registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 8, 2002 (to be filed pursuant to Regulation 14A) are incorporated by reference into Part III of this Report.
PROVIDIAN FINANCIAL CORPORATION
2001 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
| PART I | ||||
ITEM 1 |
Business |
1 |
||
ITEM 2 |
Properties |
1 |
||
ITEM 3 |
Legal Proceedings |
1 |
||
ITEM 4 |
Submission of Matters to a Vote of Security Holders |
2 |
||
PART II |
||||
ITEM 5 |
Market for Registrant's Common Equity and Related Stockholder Matters |
2 |
||
ITEM 6 |
Selected Financial Data |
2 |
||
ITEM 7 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
2 |
||
ITEM 7A |
Quantitative and Qualitative Disclosures about Market Risk |
2 |
||
ITEM 8 |
Financial Statements and Supplementary Data |
2 |
||
ITEM 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
2 |
||
PART III |
||||
ITEM 10 |
Directors and Executive Officers of the Registrant |
3 |
||
ITEM 11 |
Executive Compensation |
3 |
||
ITEM 12 |
Security Ownership of Certain Beneficial Owners and Management |
4 |
||
ITEM 13 |
Certain Relationships and Related Transactions |
4 |
||
PART IV |
||||
ITEM 14 |
Exhibits, Financial Statement Schedules and Reports on Form 8-K |
4 |
||
Signatures |
9 |
|||
Information concerning the general development of the registrant's business is incorporated by reference to the information under the captions "Description of Our Business," on pages 6 to 11, and "Our Capital Plan and Other Regulatory Matters," on pages 12 to 19, of the registrant's Annual Report to stockholders for the year ended December 31, 2001. Information concerning revenues from external customers, a measure of profit or loss and total assets for each of the last three years for each segment is incorporated by reference to the consolidated financial statements of Providian Financial Corporation and subsidiaries, including the notes thereto, included on pages F-1 through F-39 of the registrant's Annual Report to stockholders for the year ended December 31, 2001.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. Forward-looking statements include, without limitation: expressions of the "belief," "anticipation," or "expectations" of management; statements as to industry trends or future results of operations of the registrant and its subsidiaries; and other statements that are not historical fact. Forward-looking statements are based on certain assumptions by management and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, competitive pressures; factors that affect delinquency rates, credit loss rates and charge-off rates; general economic conditions; consumer loan portfolio growth; changes in the cost and/or availability of funding due to changes in the deposit, credit or securitization markets; changes in the way the registrant is perceived in such markets and/or conditions relating to existing or future financing commitments; the effect of government policy and regulation, whether of general applicability or specific to the registrant, including restrictions and/or limitations relating to the registrant's minimum capital requirements, deposit taking abilities, reserving methodologies, dividend policies and payments, growth, and/or underwriting criteria; changes in accounting rules, policies, practices and/or procedures; product development; legal and regulatory proceedings, including the impact of ongoing litigation; interest rates; acquisitions; one-time charges; extraordinary items; the ability to attract and retain key personnel; the impact of existing, modified, or new strategic initiatives; and international factors. These and other risks and uncertainties are described under the heading "Risk Factors" in the registrant's Annual Report to stockholders for the year ended December 31, 2001, which "Risk Factors" are hereby incorporated by reference, and are also described in other parts of such Annual Report, including "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Readers are cautioned not to place undue reliance on any forward-looking statement, which speaks only as of the date thereof. The registrant undertakes no obligation to update any forward-looking statements.
Information concerning the registrant's properties is incorporated by reference to the information under the caption "Properties," on page 31 of the registrant's Annual Report to stockholders for the year ended December 31, 2001.
Information concerning material pending legal proceedings to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject is incorporated by reference to
1
the information under the caption "Legal Proceedings," on pages 32 to 33 of the registrant's Annual Report to stockholders for the year ended December 31, 2001.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information concerning the market for the registrant's common equity and related stockholder matters is incorporated by reference to the information under the caption "Common Stock Price Ranges and Dividends," on page 35 of the registrant's Annual Report to stockholders for the year ended December 31, 2001.
ITEM 6. SELECTED FINANCIAL DATA
Information concerning selected financial data is incorporated by reference to the information under the caption "Selected Financial Data," on page 36 of the registrant's Annual Report to stockholders for the year ended December 31, 2001.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information concerning management's discussion and analysis of financial condition and results of operations is incorporated by reference to the information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations," on pages 37 through 62 of the registrant's Annual Report to stockholders for the year ended December 31, 2001.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning quantitative and qualitative disclosures about market risk is incorporated by reference to the information under the caption "Asset/Liability Risk Management," on pages 61 and 62 of the registrant's Annual Report to stockholders for the year ended December 31, 2001.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information concerning financial statements and supplementary data is incorporated by reference to the information under the captions "Consolidated Statements of Financial Condition," on page F-1; "Consolidated Statements of Income," on page F-2; "Consolidated Statements of Changes in Shareholders' Equity," on pages F-3 and F-4; "Consolidated Statements of Cash Flows," on page F-5; "Notes to Consolidated Financial Statements," on pages F-6 through F-39; "Report of Independent Auditors," on page F-41; and "Quarterly and Common Stock Data," on page 34; of the registrant's Annual Report to stockholders for the year ended December 31, 2001.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
2
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the registrant and information regarding their positions and business experiences are as follows:
| Joseph W. Saunders Age: 56 |
President and Chief Executive Officer since November 2001. Mr. Saunders was Chairman and Chief Executive Officer of Fleet Credit Card LLC from 1997 to November 2001. Prior to that, he was head of the credit card operations at Household Credit Services and held various executive positions at Household International, Inc. over a 12-year period. | |
Susan Gleason Age: 54 |
Vice Chairman, Operations and Systems, since January 2002. Ms. Gleason was Executive Vice President, Operations and Information Technology, at Fleet Credit Card Services from 1998 to January 2002. From 1985 to 1998, she held various executive positions at Household Credit Services, with responsibility in the areas of operations, information technology, human relations, facilities and security. |
|
James G. Jones Age: 53 |
Vice Chairman of Credit and Collections since January 2002. Mr. Jones was President, International Business, from September 2000 until January 2002. Prior to that, he was President of Direct Banking and Insurance at Bank of America, responsible for telephone banking, interactive banking, military banking, student lending, associate banking, and insurance, from 1998 to 2000. He was Group Executive Vice President and Head of Consumer Credit at Bank of America from 1992 to 1998. |
|
Ellen Richey Age: 53 |
Vice Chairman since October 1999, and General Counsel and Secretary since January 1995. Ms. Richey was Executive Vice President from June 1997 to October 1999 and Senior Vice President from January 1995 to June 1997. She joined Providian in 1994. |
|
David J. Petrini Age: 41 |
Chief Financial Officer since February 19, 2002. Vice Chairman, Finance, Administration and Technology, from April 2001 until February 15, 2002. Executive Vice President and Chief Financial Officer from December 1998 until April 2001 and Treasurer from December 1998 to March 1999. Mr. Petrini was Senior Vice President and Chief Financial Officer from January 1997 to December 1998 and Senior Vice President and Senior Financial Officer from December 1994 to January 1997. |
|
Warren Wilcox Age: 44 |
Vice Chairman, Marketing and Strategic Planning since January 2002. From 1998 to 2001, Mr. Wilcox was Executive Vice President, Planning and Development, Fleet Credit Card Services. From 1994 to 1998, he was Executive Director, Planning and Marketing at Household Credit Services. |
Information concerning directors and compliance with Section 16(a) of the Exchange Act is incorporated by reference to the information under the captions "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the registrant's Proxy Statement for the 2002 Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated by reference to the information under the captions "Directors' Compensation," "Executive Compensation and Other Information,"
3
"Option Grants," "Option Exercises and Holdings," "Executive Employment and Change in Control Agreements," "Compensation Committee Interlocks and Insider Participation and Certain Transactions" and "Human Resources Committee Executive Compensation Report" in the registrant's Proxy Statement for the 2002 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners and management is incorporated by reference to the information under the captions "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in the registrant's Proxy Statement for the 2002 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is incorporated by reference to the information under the captions "Related Transactions" and "Compensation Committee Interlocks and Insider Participation and Certain Transactions" in the registrant's Proxy Statement for the 2002 Annual Meeting of Stockholders.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) The following consolidated financial statements of Providian Financial Corporation and subsidiaries, including the notes thereto, and Report of Independent Auditors included on pages F-1 through F-41 of the registrant's Annual Report to stockholders for the year ended December 31, 2001, are incorporated by reference herein.
| |
Page |
|
|---|---|---|
Consolidated Statements of Financial Condition December 31, 2001 and 2000 |
F-1 |
|
Consolidated Statements of Income Years Ended December 31, 2001, 2000 and 1999 |
F-2 |
|
Consolidated Statements of Changes in Shareholders' Equity Years Ended December 31, 2001, 2000 and 1999 |
F-3 to F-4 |
|
Consolidated Statements of Cash Flows Years Ended December 31, 2001, 2000 and 1999 |
F-5 |
|
Notes to Consolidated Financial Statements |
F-6 to F-39 |
|
Report of Independent Auditors |
F-41 |
(a)(2) Financial Statement Schedules
None.
(a)(3) List and Index of Exhibits
The following exhibits are incorporated by reference or filed herewith. References to the 1997 Form 10 are to the Company's Registration Statement on Form 10 effective April 18, 1997.
4
| Exhibit Number |
Description of Exhibit |
|
|---|---|---|
2 |
Agreement and Plan of Distribution, dated as of December 28, 1996, between Providian Corporation and the Company (incorporated by reference to Exhibit 2.1 to the 1997 Form 10). |
|
3.1 |
Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997), as amended by Certificate of Amendment to the Company's Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 1999). |
|
3.2 |
Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2001). |
|
4.1 |
Rights Agreement, dated as of June 1, 1997, between the Company and First Chicago Trust Company of New York (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997), as amended by Amendment No. 1 to Rights Agreement dated February 17, 1999 (incorporated by reference to Exhibit 4 to the Company's report on Form 8-K filed on March 26, 1999). |
|
4.2 |
Certificate of Designation of Series A Junior Participating Preferred Stock, dated June 1, 1997 (incorporated by reference to Exhibit 4.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997). |
|
4.3 |
Certificate of Trust of Providian Capital I, dated as of January 21, 1997 (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997). |
|
4.4 |
Amended and Restated Trust Agreement, dated as of February 4, 1997, among the Company, as Depositor, The Bank of New York, as Property Trustee, and The Bank of New York (Delaware), as Delaware Trustee (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997). |
|
4.5 |
Junior Subordinated Indenture, dated as of February 4, 1997, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997). |
|
4.6 |
Guarantee Agreement, dated as of February 4, 1997, between the Company, as Guarantor, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997). |
|
4.7.1 |
Senior Indenture, dated as of May 1, 1999, between the Company and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.25 to the Company's Current Report on Form 8-K filed May 19, 1999). |
|
4.7.2 |
First Supplemental Indenture, dated as of August 23, 2000, between the Company and Bank One Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 23, 2000). |
|
4.7.3 |
Form of the Company's 3.25% Convertible Senior Note due August 15, 2004 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed August 23, 2000). |
|
4.7.4 |
Second Supplemental Indenture, dated as of February 15, 2001, between the Company and Bank One Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 22, 2001). |
|
5
4.7.5 |
Form of the Company's Zero Coupon Convertible Note due February 15, 2021 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed February 22, 2001). |
|
4.8 |
Subordinated Indenture, dated as of May 1, 1999, between the Company and Chase Manhattan Bank and Trust Company, National Association (incorporated by reference to Exhibit 4.26 to the Company's Current Report on Form 8-K filed May 19, 1999). |
|
10.1 |
* |
Employment Agreement, dated as of March 27, 1997, between the Company and Shailesh J. Mehta (incorporated by reference to Exhibit 10.1 to the 1997 Form 10). |
10.2 |
* |
Form of Change of Control Employment Agreement, as entered into between the Company and certain executive officers of the Company (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997), and a schedule of the executive officers of the Company having such an agreement with the Company, indicating the differences from the form of agreement filed (as permitted by Instruction 2 to Item 601 of Regulation S-K). |
10.3 |
* |
Providian Financial Corporation 1997 Stock Option Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8, File Number 333-28767); and Providian Financial Corporation 1997 Stock Option Plan UK Sub-Plan and First Amendment to Providian Financial Corporation 1997 Stock Option Plan (as amended and restated June 4, 1997), adopted May 11, 1999 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). |
10.4 |
* |
Providian Financial Corporation Stock Ownership Plan, as amended and restated June 23, 1998 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998) and Appendixes A and B to Providian Financial Corporation Stock Ownership Plan, as amended on October 21, 1998 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998); and Providian Financial Corporation Stock Ownership Plan UK Sub-Plan and First Amendment to the Providian Financial Corporation Stock Ownership Plan (as amended and restated June 23, 1998), adopted May 11, 1999 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). |
10.5 |
* |
Providian Financial Corporation Amended and Restated 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999). |
10.6 |
* |
Providian Financial Corporation Management Incentive Plan (incorporated by reference to the form of such Management Incentive Plan filed as Exhibit 10.3 to the 1997 Form 10); and Providian Financial Corporation Amended and Restated 2000 Management Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999). |
10.7 |
* |
Providian Financial Corporation Deferred Compensation Plan for Senior Executives and Directors, as amended and restated effective April 1, 1999 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999). |
6
10.8 |
* |
Providian Financial Corporation 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1997); and Providian Financial Corporation 1997 Employee Stock Purchase Plan UK Sub-Plan and First Amendment to the Providian Financial Corporation 1997 Employee Stock Purchase Plan, adopted June 29, 1999 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). |
10.9 |
* |
Providian Financial Corporation 1999 Non-Officer Equity Incentive Plan adopted May 11, 1999 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999), as supplemented and amended by UK Sub-Plan and First Amendment as adopted on June 29, 1999 and as amended by Amendment No. 2 dated September 27, 2001. |
10.10 |
Tax Disaffiliation Agreement, dated as of June 10, 1997, between Providian Corporation and the Company (incorporated by reference to the form of such agreement filed as Exhibit 2.7 to the 1997 Form 10). |
|
10.11 |
Distribution Agreement, dated as of February 20, 1998, between the Company and the Agents named therein (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997). |
|
10. 12 |
Distribution Agreement, dated as of May 14, 1999, between the Company and the Agents named therein (incorporated by reference to Exhibit 1.3 to the Company's Current Report on Form 8-K filed May 19, 1999). |
|
10.13 |
Issuing and Paying Agency Agreement, dated as of February 20, 1998, between the Company and The First National Bank of Chicago (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997). |
|
10.14 |
* |
Consulting Agreement, dated as of November 1, 2000, between Providian Bancorp Services and James V. Elliott (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000). |
10.15 |
Agreement by and between Providian National Bank, Tilton, New Hampshire and The Office of the Comptroller of the Currency, dated November 21, 2001 (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed November 29, 2001). |
|
10.16 |
Written Agreement between Providian Bank and the Federal Deposit Insurance Corporation, dated November 21, 2001 (incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed November 29, 2001). |
|
10.17 |
Written Agreement between Providian Bank and the Utah Commissioner of Financial Institutions, dated November 21, 2001 (incorporated by reference to Exhibit 99.4 to the Company's Current Report on Form 8-K filed November 29, 2001). |
|
10.18 |
* |
Executive Employment Agreement, dated as of November 25, 2001, between the Company and Joseph W. Saunders. |
10.19 |
* |
Form of Retention Bonus Agreement, as entered into between the Company and certain executive officers of the Company, and a schedule of the executive officers of the Company having such an agreement with the Company, indicating the differences from the form of agreement filed (as permitted by Instruction 2 to Item 601 of Regulation S-K). |
11 |
Computation of Earnings Per Share (included in Exhibit 13). |
|
7
12 |
Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements. |
|
13 |
Portions incorporated herein of the Annual Report to stockholders for the year ended December 31, 2001. |
|
21 |
Subsidiaries of the Company. |
|
23 |
Consent of independent auditors. |
The following reports were filed during the fourth quarter of 2001:
The Company filed on November 15, 2001 a Current Report on Form 8-K dated November 15, 2001, reporting its managed net credit loss rate for the month ended October 31, 2001 and its 30+ day managed delinquency rate as of October 31, 2001.
The Company filed on November 29, 2001 a Current Report on Form 8-K dated November 29, 2001 attaching a press release announcing that its Providian National Bank and Providian Bank subsidiaries had entered into agreements with their U.S. regulators and that it had determined to seek the sale of its Argentina and United Kingdom credit card businesses, and attaching such agreements with the U.S. regulators as Exhibits to such Form 8-K.
The Company filed on December 17, 2001 a Current Report on Form 8-K dated December 17, 2001, reporting its managed net credit loss rate for the month ended November 30, 2001 and its 30+ day managed delinquency rate as of November 30, 2001.
8
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
| Date: April 1, 2002 | PROVIDIAN FINANCIAL CORPORATION | |||
By |
/s/ JOSEPH W. SAUNDERS Joseph W. Saunders President and Chief Executive Officer |
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
/s/ JOSEPH W. SAUNDERS Joseph W. Saunders |
President and Chief Executive Officer (Principal Executive Officer) and Director |
April 1, 2002 |
||
/s/ DAVID J. PETRINI David J. Petrini |
Chief Financial Officer (Principal Financial Officer) |
April 1, 2002 |
||
/s/ DANIEL SANFORD Daniel Sanford |
Senior Vice President and Controller (Principal Accounting Officer) |
April 1, 2002 |
||
/s/ CHRISTINA L. DARWALL Christina L. Darwall |
Director |
April 1, 2002 |
||
/s/ JAMES V. ELLIOTT James V. Elliott |
Director |
April 1, 2002 |
||
/s/ LYLE EVERINGHAM Lyle Everingham |
Director |
April 1, 2002 |
||
/s/ J. DAVID GRISSOM J. David Grissom |
Director |
April 1, 2002 |
||
9
/s/ F. WARREN MCFARLAN F. Warren McFarlan |
Director |
April 1, 2002 |
||
/s/ RUTH M. OWADES Ruth M. Owades |
Director |
April 1, 2002 |
||
/s/ LEONARD D. SCHAEFFER Leonard D. Schaeffer |
Director |
April 1, 2002 |
||
/s/ JOHN L. WEINBERG John L. Weinberg |
Director |
April 1, 2002 |
10