<PAGE>
As filed with the Securities and Exchange Commission on March 1, 1994
Registration No. 33-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________
RIGGS NATIONAL CORPORATION
(Exact name of issuer as specified in its charter)
_____________________________
Delaware 52-1217953
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005
(Address, including zip code, of Principal Executive Offices)
THE RIGGS NATIONAL BANK
EMPLOYEES' SAVINGS PLAN
(Full title of the Plan)
DAVID LESSER, ESQ.
General Counsel
Riggs National Corporation
800 17th Street, N.W.
Washington, D.C. 20006
(Name, address, including zip code, of agent for service)
202/835-5345
Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Title of
securities Proposed maximum Proposed maximum Amount of
to be Amount to be aggregate offering aggregate offering registration
registered registered per unit price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 shs.(1) $9.62(2) $962,000.00(2) $331.73
$2.50 par
value per
share
- --------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the issuer's outstanding shares of common stock. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this Registration Statement
also covers an indefinite amount of interests to be offered or sold
pursuant to the employee benefit plan described above.
(2) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(c), the calculation of the registration fee is based
on the average of the high and low sales prices of the Registrant's
Common Stock in the over-the-counter market on February 24, 1994 as
reported by NASDAQ.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
The following documents concerning Registrant and the Plan are incorporated
herein by reference and made a part hereof:
(a) Registrant's Annual Report on Form 10-K for the year ended December
31, 1992, as amended by Forms 10-KA dated July 2, 1993, September 21, 1993,
October 4, 1993, and October 26, 1993;
(b) Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1993, as amended by Forms 10-QA dated July 2, 1993, September 21,
1993, and October 27, 1993;
(c) Registrant's Proxy Statement for the Annual Meeting of Shareholders
dated April 19, 1993;
(d) Registrant's Quarterly Report on Form 10-Q for the period ended June
30, 1993, as amended by Forms 10-QA dated September 21, 1993 and October 27,
1993; Registrant's Current Report on Form 8-K dated October 27, 1993, December
21, 1993 and January 18, 1994;
(e) Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1993, as amended by Form 10-QA dated December 7, 1993; and
(f) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form S-3 relating to 4,000,000 shares of
Registrant's 10.75% Noncumulative Perpetual Preferred Stock, Series B and
2,924,000 shares of Registrant's Common Stock, as amended by Amendment No. 3
dated December 15, 1993.
(g) All reports and other documents filed by Registrant pursuant to
Sections 13(a), 13(b), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities
Not applicable, as Registrant's Common Stock is registered under Section
12.
<PAGE>
Item 5. Interests of Experts and Counsel
The consolidated financial statements of the Registrant contained in
Registrant's Annual Report on Form 10-K as of December 31, 1992 and 1991 and for
the years ended December 31, 1992, 1991, and 1990, incorporated herein by
reference, have been audited by Arthur Andersen & Co., independent public
accountants, as stated in their report with respect thereto which is
incorporated by reference herein upon the authority of said firm as experts in
giving said reports. With respect to the financial statements of Riggs AP, an
indirect, wholly owned subsidiary of the Registrant, as of December 31, 1992 and
1991 and for the years ended December 31, 1992, 1991 and 1990, Arthur Andersen &
Co. has based its report referred to above, as stated in such report, solely on
the report of Ernst & Young, independent auditors, with respect to such
financial statements of Riggs AP. The report of Ernst & Young with respect to
such financial statements is incorporated herein by reference upon the authority
of said firm as experts in giving said reports.
The validity of the shares of Common Stock offered hereby will be passed
upon for the Corporation by David Lesser, General Counsel of the Corporation.
As of the date of this Prospectus, Mr. Lesser owned 1,000 shares of Common Stock
directly and 1,000 shares as custodian for his minor son. Mr. Lesser also owned
350 shares of Class B Preferred Stock. In addition, Mr. Lesser held outstanding
stock options for 20,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware,
Article Eleventh of the Corporation's Certificate of Incorporation and Section
14.1 of the Corporation's Bylaws provide for indemnification of the
Corporation's directors and officers in a variety of circumstances which may
include liabilities under the Securities Act of 1933.
The general effect of the provisions in the Corporation's Certificate of
Incorporation and Delaware General Corporation Law is to provide that the
Corporation shall indemnify its directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with the defense or
settlement of any judicial or administrative proceedings in which they become
involved by reason of their status as directors or officers of the Corporation,
if they acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
<PAGE>
conduct was unlawful. With respect to legal proceedings by or in the right of
the Corporation in which a director or officer is adjudged liable for improper
performance of his duty to the Corporation or another enterprise which he served
in a similar capacity at the request of the Corporation, indemnification is
limited by such provisions to that amount which is permitted by the court. In
addition, the Corporation has purchased insurance as permitted by Delaware law
on behalf of directors, officers, employees or agents, which may cover
liabilities under the Securities Act of 1933.
In addition, Article Eleventh of the Corporation's Certificate of
Incorporation provides that no director of the Corporation will be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. This provision does not eliminate or limit the
liability of a director for; (i) breach of the director's duty of loyalty to the
Corporation or its stockholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) willful
or negligent conduct in paying illegal dividends or improperly purchasing or
redeeming the Corporation's own stock; or (iv) any transaction in which the
director obtains an improper personal benefit.
Item 7. Exemption from Registration Claimed
None.
Item 8. Exhibits
Item Number as per Item 601 of Regulation S-K.
4(A) The Registrant's Certificate of Incorporation, as amended, contained
in its Quarterly Report on Form 10-Q for the period ended September 30, 1989, is
incorporated by reference.
4(B) The Registrant's By-Laws, as amended, contained in its Annual Report
on Form 10-K for the year ended December 31, 1992, are incorporated by
reference.
5(A) Opinion of David Lesser, Esquire, General Counsel of the Registrant,
with respect to validity of the Common Stock of the Registrant registered
hereunder (filed herewith).
(B) Registrant undertakes to submit The Riggs National Bank Employees'
Savings Plan and any amendments thereto to the Internal Revenue Service ("IRS")
in a timely manner and will make
<PAGE>
all changes required by the IRS in order to qualify The Riggs National Bank
Employees' Savings Plan.
24(A) Consent of Arthur Andersen & Co. (filed herewith).
Consent of Ernst & Young (filed herewith).
25. Power of Attorney (filed herewith).
Item 9. Undertakings
Item 512(a). Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Item 512(b). Registrant undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Item 512(e). Registrant undertakes to deliver or cause to be delivered
with the prospectus to each employee to whom the prospectus is sent or given, a
copy of Registrant's latest annual report to stockholders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934, and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each employee to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Item 512(h). Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia, on this 9th
day of February, 1994.
RIGGS NATIONAL CORPORATION,
a Delaware corporation (Registrant)
By: /s/ Joe L. Allbritton
-----------------------
Joe L. Allbritton
Chairman of the Board and
Chief Executive Officer
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan administrators have duly caused this Registration Statement to be signed on
the Plan's behalf by the undersigned, duly authorized, in the City of
Washington, District of Columbia, on this 9th day of February, 1994.
THE RIGGS NATIONAL BANK
EMPLOYEES' SAVINGS PLAN
By: /s/ Joe L. Allbritton
-----------------------
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Joe L. Allbritton Chairman of the 02/09/1994
- ------------------------------ Board and Chief
Joe L. Allbritton Executive Officer
/s/ Paul M. Homan Vice Chairman of 02/09/1994
- ------------------------------ the Board
Paul M. Homan
/s/ Timothy C. Coughlin President 02/09/1994
- ------------------------------
Timothy C. Coughlin
/s/ John L. Davis Chief Financial 02/28/1994
- ------------------------------ Officer (Principal
John L. Davis Financial and
Accounting Officer)
/s/ Barbara B. Allbritton Director 02/09/1994
- ------------------------------
Barbara B. Allbritton
Director
- ------------------------------
Norman R. Augustine
/s/ Calvin Cafritz Director 02/09/1994
- ------------------------------
Calvin Cafritz
/s/ Charles A. Camalier, III Director 02/09/1994
- ------------------------------
Charles A. Camalier, III
/s/ Ronald E. Cuneo Director 02/09/1994
- ------------------------------
Ronald E. Cuneo
/s/ Floyd E. Davis, III Director 02/09/1994
- ------------------------------
Floyd E. Davis, III
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Jacqueline C. Duchange Director 02/09/1994
- ------------------------------
Jacqueline C. Duchange
/s/ Michela A. English Director 02/09/1994
- ------------------------------
Michela A. English
/s/ James E. Fitzgerald Director 02/09/1994
- ------------------------------
James E. Fitzgerald
/s/ David J. Gladstone Director 02/09/1994
- ------------------------------
David J. Gladstone
/s/ Lawrence I. Hebert Director 02/09/1994
- ------------------------------
Lawrence I. Hebert
/s/ Michael J. Jackson Director 02/09/1994
- ------------------------------
Michael J. Jackson
/s/ Leo J. O'Donovan, S.J. Director 02/09/1994
- ------------------------------
Leo J. O'Donovan, S.J.
/s/ Steven B. Pfeiffer Director 02/09/1994
- ------------------------------
Steven B. Pfeiffer
Director
- ------------------------------
John A. Sargent
/s/ James R. Schlesinger Director 02/09/1994
- ------------------------------
James R. Schlesinger
</TABLE>
<PAGE>
<TABLE>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert L. Sloan Director 02/09/1994
- ------------------------------
Robert L. Sloan
/s/ James W. Symington Director 02/09/1994
- ------------------------------
James W. Symington
Director
- ------------------------------
Jack Valenti
/s/ Eddie N. Williams Director 02/09/1994
- ------------------------------
Eddie N. Williams
</TABLE>
* David Lesser, by signing his name hereto, signs this document on behalf
of each of the persons indicated by an asterisk above pursuant to powers
of attorney duly executed by such persons and filed herewith with the
Securities and Exchange Commission.
/s/ David Lesser
------------------------------
David Lesser, Attorney-in-Fact
<PAGE>
(LETTERHEAD OF RIGGS NATIONAL CORPORATION APPEARS HERE)
Exhibit 5(A)
February 25, 1994
Gentlemen:
I am General Counsel of Riggs National Corporation, a Delaware corporation
(the "Company"). In that capacity, I am acting as counsel for the Company in
connection with the registration of 100,000 shares of its Common Stock, $2.50
par value per share (the "Common Stock"), pursuant to a Registration Statement
on Form S-8 under the Securities Act of 1933 (the "Registration Statement"),
and the Riggs National Bank Employees' Savings Plan (the "Plan").
I have reviewed such corporate records, certificates and other documents and
such questions of law as I have considered necessary or appropriate for the
purposes of this opinion. Upon the basis of such examination, it is my
opinion that the Common Stock has been duly authorized for issuance by the
Company, and that upon issuance and delivery in accordance with the Plan
referred to in the Registration Statement, the Common Stock will be validly
issued, fully paid and nonassessable and will not be issued in violation of
the preemptive rights of any other stockholder of the Company.
The opinions stated in this letter are based on the General Corporation Law of
the State of Delaware in effect on the date of this letter. The opinions
expressed in this letter are limited to the matters set forth herein, and no
other opinions should be inferred beyond the matters expressly stated.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ David Lesser
David Lesser
<PAGE>
Exhibit 24A
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 19,
1993 (except with respect to the matters discussed in Note 24 to the Financial
Statements as to which the date is October 25, 1993) in Riggs National
Corporation's Form 10-K for the year ended December 31, 1992, as filed in
Amendment No. 4 on Form 10-KA dated October 26, 1993, and to all references to
our Firm included in this registration statement.
Washington, D.C.,
February 25, 1994 Arthur Andersen & Co.
<PAGE>
ERNST & YOUNG
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus of Riggs National Corporation pertaining to
the Riggs National Corporation 1993 Employees' Savings Plan of our report with
respect to the financial statements of Riggs AP Bank Limited (not separately
included therein) dated March 2, 1993 except for Note 19 - Subsequent Events:
Regulatory and Other Developments Relating to Riggs National Corporation as to
which the date is October 25, 1993, included in Amendment No. 4 to the Annual
Report (Form 10-K) of Riggs National Corporation for the year ended December
31, 1992, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG
Chartered Accountants
London, England
February 25, 1994
<PAGE>
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Timothy C. Coughlin and David Lesser, and each of them, with full
power to act without the other, his true and lawful attorneys-in-fact and
agents with full and several power of substitution for him and in his name,
place, and stead, in any and all capacities, to sign any and all registration
statements relating to Common Stock (the "Securities") of the Riggs National
Corporation (the "Company") to be issued under the Riggs National Bank
Employees' Savings Plan, and any amendments, including pre-effective and
post-effective amendments and supplements thereto, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto each said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and things requisite and necessary to be done in and about the
premises, including executing and delivering all documents, instruments,
agreements and regulatory or governmental filings to the Securities and
Exchange Commission and any applicable securities or Blue Sky authorities of
any state or other jurisdiction or any other regulatory authority in
connection with the registration, offer or sale of the Securities, as fully to
all intents and purposes as they or he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney in the capacities and on the dates indicated.
Name Title Date
- ---- ----- ----
/s/ Joe L. Allbritton Chairman of the 2/9/94
- ------------------------------- Board and Chief
(Joe L. Allbritton) Executive Officer
/s/ Paul M. Homan Vice Chairman of 2/9/94
- ------------------------------- the Board
(Paul M. Homan)
/s/ Timothy C. Coughlin President 2/9/94
- -------------------------------
(Timothy C. Coughlin)
/s/ John L. Davis Chief Financial 2/28/94
- ------------------------------- Officer (Principal
(John L. Davis) Financial and
Accounting Officer)
<PAGE>
POWER OF ATTORNEY
Name Title Date
- ---- ----- ----
/s/ Barbara B. Allbritton Director 2/9/94
- -------------------------------
(Barbara B. Allbritton)
Director
- -------------------------------
(Norman R. Augustine)
/s/ Calvin Cafritz Director 2/9/94
- -------------------------------
(Calvin Cafritz)
/s/ Charles A. Camalier Director 2/9/94
- -------------------------------
(Charles A. Camalier, III)
/s/ Ronald E. Cuneo Director 2/9/94
- -------------------------------
(Ronald E. Cuneo)
/s/ Floyd E. Davis Director 2/9/94
- -------------------------------
(Floyd E. Davis, III)
/s/ Jacqueline C. Duchange Director 2/9/94
- -------------------------------
(Jacqueline C. Duchange)
/s/ Michela A. English Director 2/9/94
- -------------------------------
(Michela A. English)
/s/ James E. Fitzgerald Director 2/9/94
- -------------------------------
(James E. Fitzgerald)
/s/ David J. Gladstone Director 2/9/94
- -------------------------------
(David J. Gladstone)
2
<PAGE>
POWER OF ATTORNEY
Name Title Date
- ---- ----- ----
/s/ Lawrence I. Hebert Director 2/9/94
- --------------------------------
(Lawrence I. Hebert)
/s/ Michael J. Jackson Director 2/9/94
- --------------------------------
(Michael J. Jackson)
/s/ Leo J. O'Donovan, S.J. Director 2/9/94
- --------------------------------
(Leo J. O'Donovan, S.J.
/s/ Steven B. Pfeiffer Director 2/9/94
- --------------------------------
(Steven B. Pfeiffer)
Director
- --------------------------------
(John A. Sargent)
/s/ James R. Schlesinger Director 2/9/94
- --------------------------------
(James R. Schlesinger)
/s/ Robert L. Sloan Director 2/9/94
- --------------------------------
(Robert L. Sloan)
/s/ James W. Symington Director 2/9/94
- --------------------------------
(James W. Symington)
Director
- --------------------------------
(Jack Valenti)
/s/ Eddie N. Williams Director 2/9/94
- --------------------------------
(Eddie N. Williams)
3
