<PAGE>
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): January 26, 1994
RIGGS NATIONAL CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in Charter)
Delaware 0-9756 52-1217953
- ------------------ ------------ ---------------------
(State or other (Commission (IRS Employer
jurisdiction File Number) Indentification
of incorporation) Number)
1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005
- -------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 835-6000
----------------
<PAGE>
Item 5. Other Events
------------
On January 27, 1994, Riggs National Corporation announced the offering
of $125,000,000 of 8 1/2% Subordinated Notes due February 1, 2006. The
notes are being issued under a registration statement (File No.
33-51567) declared effective by the Securities and Exchange Commission
on January 13, 1994.
Item 7. Financial Statements, Pro Forma
Financial Statements and Exhibits
---------------------------------
(c) Exhibits (listed according to the number assigned in the table in
Item 601 of Regulation S-K).
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
1 Form of Underwriting agreement relating to the offering
of $125,000,000 aggregate principal amount of Subordinated
Debt Securities registered in Registration Statement on
Form S-3, Commission File No. 33-51567, filed on December
17, 1993, and declared effective on January 13, 1994.
12 Computation of Ratio of Earnings to Fixed Charges.
99 Press Release dated January 27, 1994.
</TABLE>
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, thereunto duly authorized.
January 26, 1994
---------------- ------------------------------
JOHN L. DAVIS
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Riggs National Corporation
<PAGE>
EXHIND INDEX
------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
1 Form of Underwriting agreement
relating to the offering of
$125,000,000 aggregate
principal amount of
Subordinated Debt Securities
registered in Registration
Statement on Form S-3,
Commission File No. 33-51567,
filed on December 17, 1993,
and declared effective on
January 13, 1994.
12 Computation of Ratio of
Earnings to Fixed Charges.
99 Press release dated January 27,
1994.
</TABLE>
<PAGE>
RIGGS NATIONAL CORPORATION
Subordinated Debt Securities
UNDERWRITING AGREEMENT - BASIC PROVISIONS
-----------------------------------------
January 26, 1994
<PAGE>
RIGGS NATIONAL CORPORATION
SUBORDINATED DEBT SECURITIES
UNDERWRITING AGREEMENT - BASIC PROVISIONS
-----------------------------------------
January 26, 1994
The basic provisions set forth herein are intended to be incorporated by
reference in a terms agreement (a "Terms Agreement") of the type referred to in
Section 1 hereof. With respect to any particular Terms Agreement, the Terms
Agreement, together with the provisions hereof incorporated therein by
reference, is herein referred to as this "Agreement" and all references herein
to the "Terms Agreement" shall refer to such Terms Agreement. Terms defined in
the relevant Terms Agreement are used herein as therein defined. The term
"Representative, " as used herein, means the Underwriter or Underwriters (as
defined below) named in the relevant Terms Agreement as Representative or
Representatives. If no Underwriter or Underwriters are named in the Terms
Agreement as Representative or Representatives, then the terms "Underwriters"
and "Representatives" as used herein shall mean the Underwriter (if only one) or
all Underwriters (if more than one) listed in such Terms Agreement.
Riggs National Corporation, a Delaware corporation (the Company), may
issue and sell from time to time series of its subordinated debt securities
registered under the registration statement referred to below (the Subordinated
Notes) to the Underwriters (the Underwriters) named in the Terms Agreement
relating to any such Subordinated Notes. The Subordinated Notes may have
varying designations, denominations, interest rates and payment dates,
maturities, redemption provisions and selling prices, with all such terms for
any particular series of Subordinated Notes (together with any other terms
relating to such series) to be determined and set forth in the Terms Agreement
relating to the series.
The Subordinated Notes are to be issued pursuant to an indenture, dated
as of January 1, 1994 (the Indenture), between the Company and The Bank of New
York, as trustee. Copies of the Indenture have been delivered to each of the
Representatives.
The Company has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively called the Act), with the Securities and Exchange Commission (the
Commission) a registration statement on Form S-3, including a prospectus
relating to the Subordinated Notes, which incorporates by reference documents
which the Company has filed or will file in accordance with the provisions of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder (collectively called the Exchange Act) and such registration
statement has become effective under the Act. If any post-effective amendment
to such registration statement has been filed with the Commission prior to the
execution and delivery of the
<PAGE>
2
Terms Agreement, the most recent such post-effective amendment shall have been
declared effective by the Commission. Copies of such registration statement as
amended as of the date of the Terms Agreement have been delivered by the Company
to the Representatives. As used in this Agreement, (i) "Preliminary Prospectus"
means each prospectus (including all documents incorporated therein by
reference) included in such registration statement, or amendments or supplements
thereof, before it became effective under the Act, including any prospectus
filed with the Commission by the Company with the consent of the Underwriters
pursuant to Rule 424(a) of the rules and regulations of the Commission; (ii)
"Registration Statement" means such registration statement, as it became
effective under the Act, and as amended or supplemented as of the date of the
Terms Agreement (including all exhibits thereto and all documents incorporated
therein by reference); (iii) "Basic Prospectus" means the prospectus (including
all documents incorporated therein by reference) included in the Registration
Statement; (iv) "Prospectus" means the Basic Prospectus, together with any
prospectus amendment or supplement specifically relating to the Securities to be
purchased by the Underwriters pursuant to the Terms Agreement (Underwritten
Securities), in the form in which it is first filed with, or mailed for filing
to, the Commission pursuant to paragraph (b) of Rule 424 of the rules and
regulations of the Commission (including in each case all documents incorporated
therein by reference as of the date of such filing or mailing); and (v) any
reference to any amendment or supplement to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any documents filed after the
date of the Preliminary Prospectus or the Basic Prospectus, as the case may be,
under the Exchange Act and incorporated by reference. The Company meets the
requirements for the use of Form S-3 under the Act, and as of the date of the
Terms Agreement the Commission has not issued any order preventing or suspending
the use of any Prospectus.
The Company and the Underwriters agree as follows:
1. Sale and Purchase: The obligation of the Underwriters to purchase,
-----------------
and the Company to sell, the Underwritten Securities is evidenced by a Terms
Agreement delivered at the time the Company determines to sell the Underwritten
Securities. The obligations of the Underwriters to purchase the Underwritten
Securities will be several and not joint. The Terms Agreement specifies the
firm or firms which will be Underwriters, the principal amount of the
Underwritten Securities to be purchased by each Underwriter, the purchase price
to be paid by the Underwriters for the Underwritten Securities, the public
offering price of the Underwritten Securities and any terms of the Underwritten
Securities not already specified in the Indenture (including, without
limitation, designations, denominations, interest rates and payment dates,
maturity, redemption provisions and sinking fund requirements). The terms
Agreement specifies any details of the
<PAGE>
3
terms of the offering which should be reflected in a post-effective amendment to
the Registration Statement or the supplement to the Prospectus relating to the
offering of the Underwritten Securities.
2. Payment and Delivery: Delivery of and payment of the purchase price
--------------------
for the Underwritten Securities shall be made at the office of Simpson Thacher &
Bartlett in New York City at 10:00 A.M., New York City time, on the fifth
business day/1/ following the date of the Terms Agreement or at such other date,
time or location as shall be agreed to by the Underwriters and the Company).
The time at which such payment and delivery are actually made is hereinafter
sometimes called the time of purchase. At the time of purchase, the Company
shall deliver the Underwritten Securities to the Underwriters against payment to
or upon the order of the Company of the purchase price by certified or official
bank check or checks payable in federal (same-day) funds or by such other means
agreed to by the parties. Time shall be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further condition of
the obligation of each Underwriter hereunder. The Underwritten Securities shall
be prepared in definitive fully registered form in such denominations, and
registered in such names as the Underwriters shall request in writing not less
than three full business days prior to the Delivery Date. The Company shall
make the Underwritten Securities available for inspection by the Underwriters in
New York, New York not later than 1:00 p.m., New York City time, on the business
day prior to the Delivery Date.
3. Representations and Warranties of the Company: The Company
---------------------------------------------
represents and warrants to each of the Underwriters that:
(a) the Registration Statement and the Prospectus comply in all
material respects with the provisions of the Act and the Trust Indenture
Act of 1939, as amended (the Trust Indenture Act); the Registration
Statement does not contain an untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and the Prospectus does not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no warranty or
-------- -------
representation with respect to any statement contained in the Registration
Statement or the Prospectus in reliance upon and in conformity with
information concerning the Underwriters and the plan of distribution and
furnished in writing by or on behalf of any
- -----------------------------------
/1/ As used herein, "business day" shall mean a day on which the New York Stock
Exchange is open for trading.
<PAGE>
4
Underwriter to the Company expressly for use in the Registration Statement
or the Prospectus; the documents incorporated by reference in the
Prospectus, at the time they were filed with the Commission (or, if an
amendment with respect to any such document was filed and included in the
Prospectus, at the time the most recent amendment thereof so included in
the Prospectus was filed), complied in all material respects with the
requirements of the Exchange Act, and do not contain an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(b) the Company has an authorized capitalization as set forth in the
section of the Prospectus entitled "Capitalization"; all of the issued and
outstanding shares of capital stock of the Company have been duly and
validly authorized and issued and are fully paid and non-assessable; the
Company has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Delaware, with full power
and authority to own its properties and conduct its business as described
in the Registration Statement and the Prospectus, to execute and deliver
the Terms Agreement and the Indenture and to issue and sell the
Underwritten Securities as contemplated herein and therein;
(c) the Company and each of the subsidiaries of the Company
(Subsidiaries) listed on Schedule A hereto (such listed Subsidiaries
collectively called the Material Subsidiaries) are duly qualified or
licensed by, and are in good standing in, each jurisdiction in which they
own or lease real property or maintain an office or conduct their
respective businesses and in which the failure, individually or in the
aggregate, to be so licensed or qualified would reasonably be expected to
have a material adverse effect on the financial condition, properties,
assets, business, results of operations or prospects of the Company and its
Subsidiaries taken as a whole; the Company and each of its Material
Subsidiaries is in compliance in all material respects with the laws,
orders, rules, regulations and directives issued or administered by such
jurisdictions; and all of the issued and outstanding shares of capital
stock of each of the Company's Material Subsidiaries (other than directors'
qualifying shares, if any) is owned by the Company or its Subsidiaries, in
each case free and clear of any liens, encumbrances, security interests or
other contractual restrictions on transfer and all shares of such capital
stock are duly and validly issued, fully paid and non-assessable (except as
otherwise provided by 12 U.S.C. (S) 55 or any comparable provisions of
state law);
<PAGE>
5
(d) (i) neither the Company nor any of its Material Subsidiaries (A)
is in breach of, or in default in (nor has any event occurred which with
notice, lapse of time, or both, would constitute a breach of, or default
in), the performance or observance of any obligation, agreement, covenant
or condition contained in any indenture, mortgage, deed of trust, bank loan
or credit agreement or other agreement or instrument to which the Company
or any of its Material Subsidiaries is a party or by which any of them or
their respective properties are bound, except any such breaches or defaults
as would not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the financial condition, properties,
assets, business, results of operations or prospects of the Company and its
Subsidiaries taken as a whole or on the legality, validity or
enforceability of the Terms Agreement, the Underwritten Securities or the
Indenture, or (B) is in breach of, or in default under (nor has any event
occurred which with notice, lapse of time, or both would constitute a
breach of, or default under), its respective charter or by-laws, and (ii)
the execution, delivery and performance of the Terms Agreement and the
Indenture and the issuance of the Underwritten Securities and consummation
of the transactions contemplated hereby and thereby will not conflict with,
or result in any breach of or constitute a default under (nor constitute
any event which with notice, lapse of time, or both would constitute a
breach of, or default under), (A) any provisions of the charter or by-laws
of the Company or any of its Material Subsidiaries, (B) any federal, state,
local or English law, regulation or rule or any decree, judgment or order
applicable to the Company or any of its Material Subsidiaries, or (C)
except any such breach or default as would not reasonably be expected to
have a material adverse effect on the financial condition, properties,
assets, business, results of operations or prospects of the Company and its
Subsidiaries taken as a whole, any provisions of any license, indenture,
mortgage, deed of trust, bank loan or credit agreement or other agreement
or instrument to which the Company or any of its Material Subsidiaries is a
party or by which any of them or their respective properties may be bound
or affected;
(e) the Indenture has been duly authorized by the Company and when
executed and delivered by the Company (if not previously executed and
delivered as of the date of the Terms Agreement), and assuming due
authorization, execution and delivery thereof by the Trustee, will be a
legal, valid and binding agreement of the Company enforceable in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws affecting creditors' rights generally and general principles
of equity;
<PAGE>
6
(f) the Underwritten Securities have been duly authorized by the
Company and when executed and delivered by the Company and paid for by the
Underwriters pursuant to the Terms Agreement, will constitute legal, valid
and binding obligations of the Company enforceable in accordance with their
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or similar laws
affecting creditors' rights generally and general principles of equity;
(g) the Terms Agreement has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding agreement of the
Company enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or similar laws affecting creditors'
rights generally and general principle of equity and except to the extent
that the indemnification provisions of Section 9 hereof may be limited by
federal or state securities laws and public policy considerations in
respect thereof;
(h) the Underwritten Securities and the Indenture conform in all
material respects to the description thereof contained in the Registration
Statement and Prospectus;
(i) no approval, authorization, consent or order of or filing with
any national, state or local governmental or regulatory commission, board,
body, authority or agency is required in connection with the issuance and
sale of the Underwritten Securities as contemplated hereby other than
registration of the Underwritten Securities under the Act, qualification of
the Indenture under the Trust Indenture Act, any necessary qualification
under the securities or blue sky laws of the various jurisdictions in which
the Underwritten Securities are being offered by the Underwriters, and the
giving of prior written notice by the Company to the Federal Reserve Bank
of Richmond (the Reserve Bank) pursuant to the Memorandum of Understanding,
dated May 14, 1993 (the MOU), between the Reserve Bank and the Company,
which notice has been duly given by the Company; to the best of the
Company's knowledge, the Reserve Bank has not objected to the issuance of
the Underwritten Securities by the Company as contemplated by this
Agreement; and, if applicable, the Company has obtained all necessary
approvals and consents of the Reserve Bank and of any other applicable
regulatory authority for the redemption of its outstanding subordinated
notes as set forth under the caption "Use of Proceeds" in the Prospectus;
(j) Each of Arthur Andersen & Co. and Ernst & Young, whose reports on
the consolidated financial statements of the Company and its Subsidiaries
are filed with the
<PAGE>
7
Commission as part of the Registration Statement and Prospectus, are
independent public accountants as required by the Act and the applicable
published rules and regulations thereunder;
(k) each of the Company and its Material Subsidiaries has all
necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law,
regulation or rule, and has obtained all necessary authorizations, consents
and approvals from other persons, in order to conduct its respective
business, except where any failures to obtain any such licenses,
authorizations, consents or approvals, or to make any such filings, would
not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the financial condition, properties, assets,
business, results of operations or prospects of the Company and its
Subsidiaries taken as a whole; neither the Company nor any of its Material
Subsidiaries is in violation of, or in default under, any such license,
authorization, consent or approval or any federal, state, local or foreign
law, regulation or rule or any decree, order or judgment applicable to the
Company or any of its Material Subsidiaries the effect of which would
reasonably be expected to have a material adverse effect on the Company and
its Subsidiaries taken as a whole;
(l) all legal or governmental proceedings, contracts or documents of
a character required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement have
been so described or filed as required;
(m) there are no actions, suits or proceedings pending or threatened
against the Company or any of its Material Subsidiaries or any of their
respective properties, at law or in equity, or before or by any federal,
state, local or foreign governmental or regulatory commission, board, body,
authority or agency which would reasonably be expected to result in a
judgment, decree or order having a material adverse effect on the financial
condition, prospects or property of the Company and its Subsidiaries taken
as a whole or on the ability of the Company to perform on a timely basis
any obligation under the Terms Agreement, the Underwritten Securities or
the Indenture;
(n) the financial statements included or incorporated by reference in
the Registration Statement and the Prospectus (as such financial statements
may have been amended prior to the date of the Prospectus) present fairly
the consolidated financial position of the Company and its Subsidiaries as
of the dates indicated and the consolidated results of operations and
changes in stockholders' equity and cash flows of the Company and its
Subsidiaries for the
<PAGE>
8
periods specified; such financial statements have been prepared in all
material respects in conformity with generally accepted accounting
principles applied on a consistent basis during the periods involved
(except as indicated in the notes thereto);
(o) subsequent to the respective dates as of which information is
given in the Registration Statement and Prospectus, and except as may be
otherwise stated in the Registration Statement or Prospectus, there has not
been (A) any material adverse change, financial or otherwise, in the
business, properties, prospects, results of operations or financial
condition of the Company and its Subsidiaries taken as a whole, (B) any
transaction entered into by the Company or any of its Subsidiaries, or into
which the Company or any of its Subsidiaries intends to enter, which is
material to the Company and its Subsidiaries taken as a whole, or (C) any
obligation, contingent or otherwise incurred, directly or indirectly, by
the Company or any of its Subsidiaries which is material to the Company and
its Subsidiaries taken as a whole;
(p) the Company is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended; the deposit accounts of each
of the Company's domestic bank subsidiaries are insured by the Bank
Insurance Fund of the Federal Deposit Insurance Corporation (FDIC) to the
fullest extent permitted by law and the rules and regulations of the FDIC,
and no proceedings for the termination of such insurance are pending or, to
the best of the Company's knowledge, threatened; except for the MOU, and
the Written Agreement, dated as of May 14, 1993 (the Written Agreement),
between The Riggs National Bank of Washington (Riggs-Washington) and the
Office of the Comptroller of the Currency (the OCC), in each case as
disclosed in the Registration Statement and the Prospectus, neither the
Company nor any of its Material Subsidiaries is party to or otherwise the
subject of any consent decree, memorandum of understanding, written
commitment or other written supervisory agreement with the Board of
Governors of the Federal Reserve System, the OCC or any other federal or
state authority or agency charged with the supervision or insurance of
depositary institutions or their holding companies; since the date of the
Prospectus, neither the MOU nor the Written Agreement has been materially
modified, amended or supplemented nor has the applicable bank regulatory
authority advised the Company or Riggs-Washington that it intends or
contemplates making any such modification, amendment or supplement; and
recognizing that the MOU and the Written Agreement by their terms
contemplate that amendments, supplements or modifications may be made
thereto by the Reserve Bank or the OCC, as the case may be, the Company has
no reason to believe that it is not in
<PAGE>
9
substantial compliance with the terms of the MOU or the Written Agreement.
4. Certain Covenants of the Company: the Company hereby agrees with
--------------------------------
respect to the Underwritten Securities that are the subject of the applicable
Terms Agreement:
(a) to furnish such information as may be required and otherwise to
cooperate in qualifying the Underwritten Securities for offering and sale
under the securities or blue sky laws of such states as the Underwriters
may designate and to maintain such qualifications in effect as long as
reasonably required for the distribution of the Underwritten Securities,
provided that the Company shall not be required to (i) qualify as a foreign
--------
corporation, (ii) consent to the service of process under the laws of any
such state (except service of process with respect to the offering and sale
of the Subordinated Notes), (iii) subject itself to taxation in any such
jurisdiction or (iv) make any change to its certificate of incorporation or
by-laws in connection with such qualification; and to promptly advise the
Underwriters of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Underwritten Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose;
(b) to furnish promptly to each of the Representatives and to counsel
for the Underwriters a duplicate copy of the signed Registration Statement
as originally filed and each amendment or supplement thereto filed with the
Commission, including all documents incorporated therein by reference and
all consents and exhibits filed therewith;
(c) to deliver promptly to the Underwriters such number of the
following documents as the Underwriters may reasonably request during the
period referred to in (d) below: (i) conformed copies of the Registration
Statement (excluding exhibits other than the computation of the ratio of
earnings to fixed charges), the Indenture and these "Underwriting Agreement
Basic Provisions", (ii) the Prospectus and (iii) any documents incorporated
by reference in the Prospectus (which shall be without exhibits unless
otherwise requested);
(d) to timely file with the Commission during such period following
the date of the Terms Agreement as a prospectus is required to be delivered
in connection with offers or sales of Underwritten Securities any amendment
or supplement to the Registration Statement or the Prospectus that may, in
the reasonable judgment of the Company or the Underwriters, be required by
the Act or requested by the Commission and approved by the Underwriters.
<PAGE>
10
(e) a reasonable time prior to filing with the Commission during the
period referred to in (d) above of (i) any amendment or supplement to the
Registration Statement, (ii) the Prospectus or any amendment or supplement
thereto or (iii) any document incorporated by reference in any of the
foregoing or any amendment or supplement to any such incorporated document,
to furnish a copy thereof to the Underwriters and to counsel for the
Underwriters and obtain the consent of the Underwriters to the filing
(which consent shall not be unreasonably withheld or delayed);
(f) to advise the Representatives promptly (i) when any
post-effective amendment to the Registration Statement relating to or
covering the Underwritten Securities becomes effective, (ii) of any request
by the Commission for an amendment or supplement to the Registration
Statement (to the extent that the amendment or supplement relates to or
covers the Underwritten Securities), to the Prospectus, to any document
incorporated by reference in any of the foregoing or for any additional
information affecting the Registration Statement, the Prospectus or the
Underwritten Securities, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or
any order preventing or suspending the use of the Prospectus or any
document incorporated therein by reference or the initiation or threat of
any stop order proceeding or of any written challenge to the accuracy or
adequacy of any document incorporated by reference in the Prospectus, and
(iv) of receipt by the Company of any notification with respect to the
suspension of the qualification (or exemption from qualification) of the
Underwritten Securities for sale in any jurisdiction or the initiation or
threat of any proceeding for that purpose;
(g) if, during the period referred to in (d) above, the Commission
shall issue a stop order suspending the effectiveness of the Registration
Statement, to use its best efforts to obtain the withdrawal of that order
at the earliest practicable time;
(h) to furnish, upon request, to each of the Underwriters, for a
period of one year from the date of this Agreement, (i) copies of any
reports or other communications which the Company shall send to its
securityholders or shall from time to time publish or publicly disseminate
and (ii) copies of all annual, quarterly and current reports filed with the
Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may
be designated by the Commission;
(i) to advise the Representatives promptly of the happening of any
event known to the Company within the time during which a prospectus
relating to the Underwritten Securities is required to be delivered under
the Act which,
<PAGE>
11
in the judgment of the Company, would require the making of any change in
the Prospectus then being used, or in the information incorporated therein
by reference, so that the prospectus would not include an untrue statement
of any material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they are
made, not misleading, and, during such time, to prepare and furnish, at the
Company's expense, to the Underwriters promptly such amendments or
supplements to such Prospectus as may be necessary to reflect any such
change and to furnish to the Representatives a copy of such proposed
amendment or supplement before filing any such amendment or supplement with
the Commission;
(j) as soon as practicable after the date of the Terms Agreement, to
make generally available to its security holders, and to deliver to the
Representatives, an earnings statement (which need not be audited) of the
Company (which will satisfy the provisions of Section 11(a) of the Act)
covering a period of twelve months beginning after the effective date of
the Registration Statement;
(k) to furnish to you as early as practicable prior to the time of
purchase, but no later than two business days prior thereto, a copy of the
latest available unaudited interim consolidated financial statements, if
any, of the Company and its Subsidiaries which have been read by the
Company's independent certified public accountants, as stated in their
letter to be furnished pursuant to Section 6(b) of this agreement;
(l) to use its best efforts to apply the net proceeds from the sale
of the Underwritten Securities in a manner consistent with the statements
set forth under the caption "Use of Proceeds" in the Prospectus;
(m) to pay all expenses, fees and taxes (other than any transfer
taxes) in connection with (i) the preparation and filing of the
Registration Statement, each Preliminary Prospectus, if any, the
Prospectus, and any amendments or supplements thereto, and the printing and
furnishing of copies of each thereof to the Underwriters and to dealers
(including costs of mailing and shipment), (ii) the preparation, issuance,
execution, authentication and delivery of the Underwritten Securities,
(iii) the word processing and/or printing of this Agreement, the Terms
Agreement, an Agreement Among Underwriters, any dealer agreements, the
Indenture, and the reproduction and/or printing and furnishing of copies of
each thereof to the Underwriters and to dealers (including costs of mailing
and shipment), (iv) the qualification of the Underwritten Securities for
offering and sale under state laws and the determination of their
eligibility for investment under
<PAGE>
12
state law as aforesaid (including reasonable legal fees and filing fees and
other reasonable disbursements of counsel for the Underwriters in
connection therewith) and the printing and furnishing of copies of any blue
sky surveys or legal investment surveys to the Underwriters and to dealers,
(v) any listing or inclusion of the Underwritten Securities on any
securities exchange or quotation system, and any registration thereof under
the Exchange Act, (vi) any fees payable to investment rating agencies with
respect to the Underwritten Securities, (vii) any filing for review of the
public offering of the Underwritten Securities by the National Association
of Securities Dealers, Inc. and (viii) the performance of the Company's
other obligations under the Terms Agreement; and
(n) to furnish to the Representatives, before filing with the
Commission during the period referred to in paragraph (d) above, a copy of
any document proposed to be filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act.
5. Reimbursement of Underwriters' Expenses: Unless the Underwritten
---------------------------------------
Securities are not issued and delivered hereunder as a result of the default by
any Underwriter in its obligations hereunder, the Company shall reimburse the
Underwriters for all of their reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of their counsel incurred in connection with
the offering of the Underwritten Securities.
6. Conditions of Underwriters' Obligations: The several obligations
---------------------------------------
of the Underwriters hereunder with respect to the Underwritten Securities are
subject to the accuracy of the representations and warranties on the part of the
Company on the date hereof and at the time of purchase, the performance by the
Company of its obligations hereunder theretofore to be performed and to the
following conditions:
(a) The Company shall furnish to the Underwriters at the time of
purchase an opinion of Sullivan & Cromwell, special counsel for the
Company, addressed to each of the Underwriters and dated the time of
purchase and in form reasonably satisfactory to Simpson Thacher & Bartlett,
counsel for the Underwriters, to the effect that:
(i) the Terms Agreement has been duly authorized, executed and
delivered by the Company;
(ii) the Indenture has been duly authorized, executed and
delivered by the Company and duly qualified under the Trust Indenture
Act; the Underwritten Securities have been duly authorized, executed,
authenticated, issued and delivered; and the Indenture and the
Underwritten Securities constitute
<PAGE>
13
valid and legally binding obligations of the Company enforceable in
accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and
to general equity principles;
(iii) the Registration Statement has become effective under the
Act and, to the best of such counsel's knowledge, no stop order
proceedings with respect thereto are pending or threatened under the
Act; and the Prospectus, and any supplements thereto, have been filed
with the Commission within the time period specified by Rule 424(b)
under the Act;
(iv) all regulatory consents, authorizations, approvals and
filings required to be obtained or made by the Company under the
federal laws of the United States, the laws of the State of New York
and the General Corporation Law of the State of Delaware for the
issuance, sale and delivery of the Underwritten Securities by the
Company to the Underwriters have been obtained or made;
(v) the issuance of the Underwritten Securities in accordance
with the terms of the Indenture and the sale of the Underwritten
Securities by the Company to the Underwriters pursuant to the Terms
Agreement do not, and the performance by the Company of its
obligations under the Indenture will not, (A) violate the charter or
by-laws of the Company or any Material Subsidiary or (B) violate any
federal law of the United States or law of the State of New York
applicable to the Company or its Material Subsidiaries or the General
Corporation Law of the State of Delaware; provided that, for the
--------
purposes of this clause (B), such counsel need express no opinion with
respect to federal or state securities laws, antifraud laws,
fraudulent transfer laws or antitrust laws; and provided further, that
-------- -------
insofar as the performance by the Company of its obligations under the
Indenture and the Underwritten Securities is concerned, such counsel
need express no opinion as to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights; and
(vi) the redemption by the Company of its Floating Rate
Subordinated Notes Due 1996 and Floating Rate Subordinated Capital
Notes due 1996 (together, the "Capital Notes"), as such redemption is
described under the section "Use of Proceeds" in the Prospectus, will
not result in a default under, or a breach of, the terms of the
Indenture, dated as of September 15, 1984, between the Company and
Chemical Bank, as successor to
<PAGE>
14
Manufacturers Hanover Trust Company (Chemical), as trustee, the
Indenture, dated as of December 18, 1985, between the Company and
Chemical, as trustee, or the securities issued thereunder.
In connection with their opinions set forth in paragraphs (iv)
and (v) above, such counsel shall note that in a letter dated December
8, 1993 (the "Reserve Bank Letter"), the Reserve Bank stated that it
has no objection under the MOU to the issuance by the Company of up to
$125 million of subordinated debt and the redemption or repurchase of
up to $147 million of outstanding subordinated debt of the Company.
In light of the Reserve Bank Letter, such counsel does not believe
that the issuance of the Underwritten Securities or the redemption of
the Capital Notes as such redemption is described under the section
"Use of Proceeds" in the Prospectus would violate the MOU or would be
an unsafe or unsound practice in violation of Section 8 of the Federal
Deposit Insurance Act, 12 U.S.C. Section 1818. However, because
federal bank regulators have broad discretion, such counsel need not
express an opinion on what any bank regulatory authority may determine
constitutes an unsafe or unsound practice.
In addition, such counsel shall state that, as special counsel
for the Company, they reviewed the Registration Statement and the
Prospectus, participated in discussions with representatives of the
Underwriters and representatives of the Company and its accountants,
and advised the Company as to the requirements of the Act and the
applicable rules and regulations thereunder. Such counsel shall also
state that between the effectiveness of the Registration Statement and
the time of purchase, they participated in further discussions with
representatives of the Company and its accountants regarding the
contents of certain portions of the Prospectus and certain related
matters, and reviewed certificates of certain officers of the Company,
and an opinion of the Company's General Counsel and a letter from the
Company's independent accountants. Such counsel shall state that on
the basis of the information they gained in the course of the
performance of the services referred to above, considered in the light
of their understanding of the applicable law (including the
requirements of Form S-3 and the character of the prospectus
contemplated thereby) and the experience they have gained through
their practice under the Act, in their opinion, each part of the
Registration Statement, when such part became effective, and the
Prospectus, as of the date of the Prospectus, appeared on their face
to be appropriately responsive in all material respects to
<PAGE>
15
the requirements of the Act, the Trust Indenture Act and the
applicable rules and regulations of the Commission thereunder.
Further such counsel shall state that nothing that came to their
attention in the course of such review has caused them to believe that
any part of the Registration Statement, when such part became
effective, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus, as of the date of the Prospectus, contained any untrue
statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Also, such
counsel shall state that nothing that has come to their attention in
the course of the procedures described in the second sentence of this
paragraph has caused them to believe that the Prospectus, as of the
time of purchase, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.
Such counsel may also state that the limitations inherent in the
independent verification of factual matters and the character of
determinations involved in the registration process are such, however,
that they do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement, the Prospectus or any amendment or supplement
thereto, except for those made under the caption "Description of the
Debt Securities" in the Basic Prospectus, and any comparable
provisions in any amendment or supplement to the Prospectus insofar as
they relate to provisions of documents therein described. Also, such
counsel may state that they do no express any opinion or belief as to
the financial statement and schedules or other financial and
statistical data contained in the Registration Statement or the
Prospectus or as to the statement of eligibility and qualification of
the Trustee under the Indenture under which the Underwritten
Securities are being issued.
The foregoing opinion of such counsel may be limited to the
federal laws of the United States, the laws of the State of New York
and the General Corporation Law of the State of Delaware, and may
state that such counsel express no opinion as to the effect of the
laws of any other jurisdiction.
<PAGE>
16
In connection with the foregoing opinion, such counsel may rely,
as to the due incorporation of the Company, upon the opinion, dated
the date of their opinion, of David Lesser, Esq., General Counsel of
the Company, delivered to the Company pursuant to the Terms Agreement.
Such counsel may rely as to certain matters on information
obtained from public officials, officers of the Company and other
sources believed by such counsel to be responsible, and shall assume
that the Indenture has been duly authorized, executed and delivered by
the Trustee, that the Trustee's certificates of authentication of the
Underwritten Securities have been duly manually signed by one of the
Trustee's authorized officers, and that the signatures on all
documents examined by such counsel are genuine, assumptions which they
will not have independently verified.
Such counsel may state that their opinion is delivered to the
Underwriters by them as special counsel for the Company and is solely
for the Underwriters' benefit.
(b) The Company shall furnish to the Underwriters at the time of
purchase an opinion of David Lesser, Esq., General Counsel of the Company,
addressed to each of the Underwriters and dated the time of purchase and in
form reasonably satisfactory to Simpson Thacher & Bartlett, counsel for the
Underwriters, to the effect that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with full corporate power and authority to own its
properties and conduct its business as described in the Registration
Statement and the Prospectus and to issue, sell and deliver the
Underwritten Securities as herein contemplated;
(ii) each of the Material Subsidiaries is a national banking
association duly organized under the laws of the United States, holds
a valid certificate of authority from the OCC and is authorized to do
business as a national banking association under the laws of the
United States, and has all corporate power and authority to own its
properties and conduct its business as presently conducted, except
where a lack of such corporate power and authority would not have a
material adverse effect on the financial condition, properties,
assets, business, results of operations or prospects of the Company
and its Subsidiaries taken as a whole;
<PAGE>
17
(iii) the Company and its Material Subsidiaries are duly
qualified or licensed and in good standing as a foreign corporation in
each jurisdiction in which the ownership or leasing of its properties
or character of its operations makes such qualification necessary,
except where failure to obtain such qualification, license or good
standing would not, individually or in the aggregate, have a material
adverse effect on the financial condition, properties, assets,
business, results of operations or prospects of the Company and its
Subsidiaries taken as a whole;
(iv) all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued, are fully paid and
non-assessable and were not issued in violation of the preemptive
rights of any other stockholder of the Company; and all of the issued
and outstanding shares of capital stock of each of the Company's
Material Subsidiaries (except for directors' or other qualifying
shares) are owned of record by the Company or one or more of its
Subsidiaries, and all shares of such capital stock are duly and
validly issued, fully paid and non-assessable (except to the extent
provided in 12 U.S.C. (S) 55 or any comparable provision of State
law);
(v) the Company has an authorized capitalization as set forth
in the Registration Statement and the Prospectus;
(vi) no approval, authorization, consent or order of or filing
with any federal or District of Columbia governmental or regulatory
commission, board, body, authority or agency is required in connection
with the issue or sale of the Underwritten Securities by the Company
as contemplated by the Terms Agreement other than registration of the
Underwritten Securities under the Act, qualification of the Indenture
under the Trust Indenture Act and prior written notice to the Reserve
Bank, which notice has been duly given (except such counsel need
express no opinion as to any necessary qualification under the state
securities or blue sky laws of the various jurisdictions in which the
Underwritten Securities are being offered by the Underwriters); and
the Company has obtained all necessary approvals and consents of the
Reserve Bank and of any other applicable federal regulatory authority
for the redemption of the Capital Notes as set forth under the caption
"Use of Proceeds" in the Prospectus;
(vii) the execution, delivery and performance of the Terms
Agreement and the Indenture and the issuance of the Underwritten
Securities by the Company and the
<PAGE>
18
consummation by the Company of the transactions contemplated hereby
and thereby do not and will not (A) conflict with, or result in any
breach of, or constitute a default under (nor constitute any event
which with notice, lapse of time, or both would constitute a breach of
or default under), (1) any provision of any license, indenture,
mortgage, deed of trust, bank loan, credit agreement or other
agreement or instrument known to such counsel to which the Company or
any of its Subsidiaries is a party or by which any of them or their
respective properties may be bound or affected, except any such
breaches or defaults as would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the
financial condition, properties, assets, business, results of
operations or prospects of the Company and its Subsidiaries taken as a
whole, or (2) any federal or District of Columbia law, regulation or
rule or the General Corporation Law of the State of Delaware or any
decree, judgment or order of any federal or state governmental
authority known to such counsel applicable to the Company or any of
its Material Subsidiaries; (B) to the best of such counsel's knowledge
result in, or require the creation or imposition of, any material lien
upon or with respect to any of the properties now owned or hereafter
acquired by the Company or any of its Material Subsidiaries;
(viii) to the best of such counsel's knowledge, neither the
Company nor any of its Material Subsidiaries is in breach of, or in
default under (nor has any event occurred which with notice, lapse of
time, or both would constitute a breach of, or default under), (A) any
license, indenture, mortgage, deed of trust, bank loan or credit
agreement or any other agreement or instrument to which the Company or
any of its Material Subsidiaries is a party or by which any of them or
their respective properties may be bound or affected or (B) any law,
regulation or rule or any decree, judgment or order applicable to the
Company or any of its Subsidiaries, except any such breaches or
defaults of a type referred to in (A) or (B) above which would not
reasonably be expected to have, individually or in the aggregate, a
material adverse effect on the financial condition, properties,
assets, business, results of operations or prospects, of the Company
and its Subsidiaries taken as a whole or on the ability of the Company
to consummate the transactions contemplated by the Terms Agreement,
the Underwritten Securities and the Indenture;
(ix) to the best of such counsel's knowledge, there are no
contracts, licenses, agreements, leases or
<PAGE>
19
documents of a character which are required to be filed as exhibits to
the Registration Statement or to be summarized or described in the
Prospectus which have not been so filed, summarized or described;
(x) the Registration Statement has become effective under the
Act and, to the best of such counsel's knowledge, no stop order
proceedings with respect thereto are pending or threatened under the
Act; and the Prospectus, and any supplements thereto, have been filed
with the Commission within the time period specified by Rule 424(b)
under the Act;
(xi) to the best of such counsel's knowledge, there are no
actions, suits or proceedings pending or threatened against the
Company or any of its Subsidiaries or any of their respective
properties, at law or in equity or before or by any court,
governmental authority or administrative or regulatory authority which
are required to be described in the Prospectus but are not so
described; and
(xii) the Company is duly registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended; the deposit
accounts of each of the Company's domestic bank subsidiaries are
insured by the Bank Insurance Fund of the FDIC to the fullest extent
permitted by law and the rules and regulations of the FDIC, and no
proceedings for the termination of such insurance are pending or, to
the best of such counsel's knowledge, threatened; except for the MOU
and the Written Agreement, neither the Company nor any of its Material
Subsidiaries is party to or otherwise the subject of any consent
decree, memorandum of understanding, or written agreement as defined
in the Financial Institutions Reform, Recovery and Enforcement Act of
1989 (12 U.S.C. 1818(e)(1)(A)(i)), nor to the best of such counsel's
knowledge is the Company or any of its Material Subsidiaries a party
to any written agreement with the Bank of England; to the best of such
counsel's knowledge, since the date of the Prospectus, neither the MOU
nor the Written Agreement has been materially amended, supplemented or
modified in writing.
In addition, such counsel shall state that, as General Counsel of
the Company, he reviewed the Registration Statement and the
Prospectus, participated in discussions with representatives of the
Underwriters and representatives of the Company, its outside counsel
and its accountants, and advised the Company as to the requirements of
the Act and the applicable rules and regulations thereunder. Such
counsel shall also state that between the effectiveness of the
Registration
<PAGE>
20
Statement and the time of purchase, he participated in further
discussions with representatives of the Company, its outside counsel
and its accountants regarding the contents of certain portions of the
Prospectus and certain related matters, and reviewed certificates of
certain officers of the Company and a letter from the Company's
independent accountants. Such counsel shall state that on the basis of
the information he gained in the course of the performance of such
services referred to above, considered in the light of his
understanding of the applicable law (including the requirements of
Form S-3 and the character of the prospectus contemplated thereby) and
the experience he has gained through his practice under the Act, in
his opinion, each part of the Registration Statement, when such part
became effective, and the Prospectus, as of the date of the
Prospectus, appeared on their face to be appropriately responsive in
all material respects to the requirements of the Act, the Trust
Indenture Act and the applicable rules and regulations of the
Commission thereunder Further such counsel shall state that nothing
that came to his attention in the course of such review has caused him
to believe that any part of the Registration Statement, when such part
became effective, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus, as of the date of the Prospectus, contained any untrue
statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Also, such
counsel shall state that nothing that has come to his attention in the
course of the procedures described in the second sentence of this
paragraph has caused him to believe that the Prospectus, as of the
time of purchase, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.
Such counsel may also state that the limitations inherent in the
independent verification of factual matters and the character of
determinations involved in the registration process are such, however,
that he does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement, the Prospectus or any amendment or supplement
thereto, except for those made under the caption "Description of the
Debt Securities" and "Supervision and Regulation" in the Basic
Prospectus, and any comparable provisions in any
<PAGE>
21
amendment or supplement to the Prospectus insofar as they relate to
provisions of documents or legal matters therein described. Also,
such counsel may state that he does not express any opinion or belief
as to the financial statements and schedules or other financial and
statistical data contained in the Registration Statement or the
Prospectus or as to the statement of eligibility and qualification of
the Trustee under the Indenture under which the Underwritten
Securities are being issued.
Such counsel may rely as to certain matters on information
obtained from public officials, officers of the Company and other
sources believed by such counsel to be responsible, and shall assume
that the Indenture has been duly authorized, executed and delivered by
the Trustee, that the Trustee's certificates of authentication of the
Underwritten Securities have been duly manually signed by one of the
Trustee's authorized officers, and that the signatures on all
documents examined by such counsel are genuine, assumptions which he
will not have independently verified.
The foregoing opinion of such counsel may be limited to the
federal laws of the United States, the laws of the District of
Columbia and the General Corporation Law of the State of Delaware, and
may state that such counsel expresses no opinion as to the effect of
the laws of any other jurisdiction.
Such counsel may state that his opinion is delivered to the
Underwriters as General Counsel of the Company and is solely for the
Underwriters' benefit.
(c) The Underwriters shall have received from Arthur Andersen & Co.,
letters dated, respectively, as of the date of the Terms Agreement and the
time of purchase and addressed to each of the Underwriters in the forms
heretofore approved by the Representatives.
(d) The Underwriters shall have received at the time of purchase the
favorable opinion of Simpson Thacher & Bartlett, counsel for the
Underwriters, dated the time of purchase as to the matters referred to in
subparagraphs (i), (ii) and (iii) of paragraph (a) of this Section 6.
In addition, such counsel shall state that such counsel have
participated in conferences with officers and other representatives of the
Company, counsel for the Company, representatives of the independent public
accountants of the Company and representatives of the Underwriters at which
the contents of the Registration Statement and Prospectus and related
matters were discussed and, although such counsel is not passing upon and
does not assume any responsibility for
<PAGE>
22
the accuracy, completeness or fairness of the statements contained in the
Registration Statement and Prospectus (except as to the matters referred to
under subparagraph (iv) of paragraph (a) of this Section 6), on the basis
of the foregoing, (i) such counsel are of the opinion that the Registration
Statement, as of its effective date, and the Prospectus, as of its date,
comply as to form in all material respects with the requirements of the Act
and the Trust Indenture Act and (ii) such counsel have no reason to believe
that either the Registration Statement at the time such Registration
Statement became effective contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading (it being understood that such counsel need express no
comment with respect to the financial statements and schedules and other
financial and statistical data included in the Registration Statement or
Prospectus or with respect to the Trustee's Statement of Eligibility and
Qualification on Form T-1).
(e) No amendment or supplement to the Registration Statement or
Prospectus, including documents deemed to be incorporated by reference
therein, shall be filed to which the Representatives shall have failed to
give their consent (which consent shall not be unreasonably withheld or
delayed).
(f) Prior to the time of purchase (i) no stop order with respect to
the effectiveness of the Registration Statement shall have been issued
under the Act or proceedings initiated under Section 8(d) or 8(e) of the
Act; (ii) the Registration Statement and all amendments thereto, or
modifications thereof, if any, shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and
(iii) the Prospectus and all amendments or supplements thereto, or
modifications thereof, if any, shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading.
(g) Between the time of execution of the Terms Agreement and the time
of purchase (i) no material adverse change, financial or otherwise (other
than as referred to in the Registration Statement and Prospectus), in the
business, condition or prospects of the Company and its Subsidiaries taken
as a whole shall occur or become known and (ii) no
<PAGE>
23
transaction which is material and adverse to the Company (other than as
referred to in the Registration Statement and Prospectus) shall have been
entered into by the Company or any of its Subsidiaries.
(h) The Company shall have performed such of its obligations under
this Agreement as are to be performed by the terms hereof at or before the
time of purchase.
(i) The Company shall, at the time of purchase, deliver to you a
certificate of its chief executive officer and its chief financial officer
to the effect that the representations and warranties of the Company set
forth in this Agreement and the conditions set forth in paragraphs (f), (g)
and (h) have been met and are true and correct as of such date.
(j) The Company shall have furnished to the Representatives such
other documents and certificates as to the accuracy and completeness of any
statement in the Registration Statement and the Prospectus as of the time
of purchase as the Representatives may reasonably request, provided that no
opinions of counsel or comfort letters shall be requested other than those
referred to in subsections (a), (b) and (c) of this Section 7.
7. Termination: The obligations of the several Underwriters hereunder
-----------
shall be subject to termination in the absolute discretion of the Underwriters
if, at any time prior to the time of purchase, trading in securities on the New
York Stock Exchange shall have been suspended or minimum prices shall have been
established on the New York Stock Exchange, or if a banking moratorium shall
have been declared either by the United States or New York State authorities, or
if the United States shall have declared war in accordance with its
constitutional processes or there shall have occurred any material outbreak or
escalation of hostilities or other national or international calamity or crisis
of such magnitude in its effect on the financial markets of the United States
as, in the reasonable judgment of the Underwriters, to make it impracticable to
market the Underwritten Securities.
If the Underwriters elect to terminate this agreement as provided in
this Section 7, the Company shall be notified promptly in writing delivered by
facsimile or telegram.
If the sale to the Underwriters of the Underwritten Securities, as
contemplated by the Terms Agreement, is not carried out by the Underwriters for
any reason permitted under this Agreement or if such sale is not carried out
because the Company shall be unable to comply with any of the terms of the Terms
Agreement, the Company shall not be under any obligation or liability hereunder
or thereunder (except to the extent provided in Sections 4(m), 5 and 9 hereof),
and the Underwriters shall be under no obligation or liability to the Company
under this
<PAGE>
24
Agreement (except to the extent provided in Section 9 hereof) or to one another
hereunder.
8. Increase in Underwriters' Commitments: If any Underwriter shall
-------------------------------------
default in its obligation to take up and pay for the Underwritten Securities to
be purchased by it under the Terms Agreement and if the aggregate principal
amount of Underwritten Securities which such Underwriter shall have agreed but
failed to take up and pay for does not exceed 10% of the total aggregate
principal amount of Underwritten Securities, the non-defaulting Underwriters
shall take up and pay for (in addition to the aggregate principal amount of
Underwritten Securities they are obligated to purchase pursuant to the Terms
Agreement) the aggregate principal amount of Underwritten Securities agreed to
be purchased by the defaulting Underwriter.
Without relieving any defaulting Underwriter from its obligations
hereunder, the Company agrees with the non-defaulting Underwriters that it will
not sell any Underwritten Securities hereunder unless all of the Underwritten
Securities are purchased by the Underwriters (or by substituted Underwriters
selected by the Representatives with the approval of the Company or selected by
the Company with the approval of the Representatives).
If a new Underwriter or Underwriters are substituted for a defaulting
Underwriter in accordance with the foregoing provision, the Company or the
Representatives shall have the right to postpone the time of purchase for a
period not exceeding five business days in order that any necessary changes in
the Registration Statement and Prospectus and other documents may be effected.
The term Underwriter as used in this agreement shall refer to and
include any Underwriter substituted under this Section 8 with the like effect as
if such substituted Underwriter had originally been named in the Terms
Agreement.
9. Indemnity by the Company and the Underwriters:
---------------------------------------------
(a) The Company agrees to indemnify, defend and hold harmless each
Underwriter, and any person who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, from and against any
loss, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, any such Underwriter or controlling
person may incur under the Act, the Exchange Act or otherwise, insofar as such
loss, expense, liability or claim arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement (or in the Registration Statement as amended by any
post-effective amendment thereof by the Company) or in a Prospectus (the term
Prospectus for the purpose of this Section 9 being deemed to include any
preliminary Prospectus, the Prospectus and the Prospectus as amended or
supplemented by the
<PAGE>
25
Company), or arises out of or is based upon any omission or alleged omission to
state a material fact required to be stated in either such Registration
Statement or Prospectus or necessary to make the statements made therein not
misleading, except insofar as any such loss, expense, liability or claim arises
out of or is based upon any untrue statement or alleged untrue statement of a
material fact contained in and in conformity with information furnished in
writing by or on behalf of any Underwriter to the Company expressly for use with
reference to such Underwriter in such Registration Statement or such Prospectus
or arises out of or is based upon any omission or alleged omission to state a
material fact in connection with such information required to be stated in
either such Registration Statement or Prospectus or necessary to make such
information not misleading; and provided that the Company shall not be liable to
any Underwriter if such Underwriter failed to deliver the Prospectus (as amended
or supplemented by any amendment or supplement thereto filed prior to the time
of purchase) at or prior to the time of confirmation of the sale of the
Underwritten Securities which are the subject of any claim for indemnity under
this Section 9 and such Prospectus (or any amendment or supplement thereto filed
prior to the time of purchase) corrected the untrue statement or omission or
alleged untrue statement or omission, unless such failure resulted from
non-compliance by the Company with Section 4(c). For purposes of the last
proviso to the immediately preceding sentence, the term "Prospectus" shall not
be deemed to include the documents incorporated therein by reference, and no
Underwriter shall be obligated to send or give any supplement or amendment to
any document incorporated by reference in any Preliminary Prospectus or the
Prospectus to any person.
If any action is brought against an Underwriter or controlling person in
respect of which indemnity may be sought against the Company pursuant to the
foregoing paragraph, such Underwriter shall promptly notify the Company in
writing of the institution of such action and the Company shall assume the
defense of such action, including the employment of counsel and payment of
expenses. Such Underwriter or controlling person shall have the right to employ
its or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such Underwriter or such controlling person
unless the employment of such counsel shall have been authorized in writing by
the Company in connection with the defense of such action or the Company shall
not have employed counsel to have charge of the defense of such action or such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available to the Company (in which case the Company shall not have the right to
direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by the
Company and paid as incurred (it being understood, however, that the Company
shall not be liable for the expenses of more than one
<PAGE>
26
separate counsel in any one action or series of related actions in the same
jurisdiction representing the indemnified parties who are parties to such
action). Anything in this paragraph to the contrary notwithstanding, the
Company shall not be liable for any settlement of any such claim or action
effected without its written consent.
(b) Each Underwriter severally agrees to indemnify, defend and hold
harmless the Company, its directors and officers and any person who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act from and against any loss, expense, liability or claim (including
the reasonable cost of investigation) which, jointly or severally, the Company
or any such person may incur under the Act or otherwise, insofar as such loss,
expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in and in conformity
with information furnished in writing by or on behalf of such Underwriter to the
Company expressly for use with reference to such Underwriter in the Registration
Statement (or in the Registration Statement as amended by any post-effective
amendment thereof by the Company) or in a Prospectus, or arises out of or is
based upon any omission or alleged omission to state a material fact in
connection with such information required to be stated either in such
Registration Statement or Prospectus or necessary to make such information not
misleading.
If any action is brought against the Company or any such person in
respect of which indemnity may be sought against any Underwriter pursuant to the
foregoing paragraph, the Company or such person shall promptly notify such
Underwriter in writing of the institution of such action and such Underwriter
shall assume the defense of such action, including the employment of counsel and
payment of expenses. The Company or such person shall have the right to employ
its own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of the Company or such person unless the employment of
such counsel shall have been authorized in writing by such Underwriter in
connection with the defense of such action or such Underwriter shall not have
employed counsel to have charge of the defense of such action or such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available to such Underwriter (in which case such Underwriter shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such fees and expenses shall be borne by such
Underwriter and paid as incurred (it being understood, however, that such
Underwriter shall not be liable for the expenses of more than one separate
counsel in any one action or series of related actions in the same jurisdiction
representing the indemnified parties who are parties to such action). Anything
in this paragraph to the contrary notwithstanding, no Underwriter shall be
liable for any
<PAGE>
27
settlement of any such claim or action affected without the written consent of
such Underwriter.
(c) If the indemnification provided for in this Section 9 is unavailable
to an indemnified party under subsections (a) and (b) of this Section 9 in
respect of any losses, expenses, liabilities or claims referred to therein, then
each applicable indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, expenses, liabilities or claims (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Underwritten Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and of the Underwriters
on the other in connection with the statements or omissions which resulted in
such losses, expenses, liabilities or claims, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total proceeds from the offering of the Underwritten
Securities (net of underwriting discounts and commissions but before deducting
expenses) received by the Company bear to the underwriting discounts and
commissions received by the Underwriters. The relative fault of the Company on
the one hand and of the Underwriters on the other shall be determined by
reference to, among other things, whether the untrue statement or alleged untrue
statement of a material fact or omission or alleged omission relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages and liabilities referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with investigating or defending any claim or action.
(d) The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 9 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in subsection (c) above. Notwithstanding
the provisions of this Section 9, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the
Underwritten Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged
<PAGE>
28
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute pursuant to this Section 9 are several in proportion
to their respective underwriting commitments and not joint.
(e) The indemnity and contribution agreements contained in this
Section 9, and the covenants, warranties and representations of the Company
contained in this Agreement, shall remain in full force and effect regardless of
any investigation made by or on behalf of any Underwriter, or any person who
controls any Underwriter within the meaning of Section 15 of the Act or Section
20 of the Exchange Act, or by or on behalf of the Company, its directors and
officers or any person who controls the Company within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, and shall survive any termination
of the Terms Agreement or the issuance and delivery of the Underwritten
Securities. The Company and each Underwriter agree promptly to notify the
others of the commencement of any litigation or proceeding against it and, in
the case of the Company, against any of the Company's officers and directors, in
connection with the issuance and sale of the Underwritten Securities, or in
connection with the Registration Statement or Prospectus.
10. Notices: Except as otherwise herein provided, all statements,
-------
requests, notices and agreements shall be in writing or by telegram and, if to
the Underwriters, shall be sufficient in all respects if delivered or sent to
the Representatives at the address set forth for that purpose in the Terms
Agreement, and, if to the Company, shall be sufficient in all respects if
delivered to the Company at the offices of the Company at 808 17th Street, N.W.,
Washington, D.C., Attention: David Lesser, General Counsel.
11. Construction: This agreement shall be governed by, and construed in
------------
accordance with, the laws of the State of New York. The section headings in this
Agreement have been inserted as a matter of convenience of reference and are not
a part of this Agreement.
12. Parties at Interest: The Agreement herein set forth has been and is
-------------------
made solely for the benefit of the Underwriters and the Company and the
controlling persons, directors and officers referred to in Section 9 hereof, and
their respective successors, assigns, executors and administrators. No other
person, partnership, association or corporation (including a purchaser, as such
purchaser, from any of the Underwriters) shall acquire or have any right under
or by virtue of this Agreement.
<PAGE>
SCHEDULE A
MATERIAL SUBSIDIARIES
The Riggs National Bank of Washington D.C.
The Riggs National Bank of Maryland
The Riggs National Bank of Virginia
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES-*
<TABLE>
<CAPTION>
Nine Months Ended
(In Thousands) September 30, Twelve Months Ended December 31,
-------------------- ------------------------------------------------------------
1993 1992 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C> <C>
FIXED CHARGES:
Interest on Deposits $79,488 $137,316 $170,208 $290,772 $409,098 $374,100 $294,057
Interest on Long Term
Debt 15,634 14,954 19,048 28,639 67,110 67,819 47,952
Amortization of Debt
Discount and Expenses 262 261 348 308 189 180 137
-------------------- ------------------------------------------------------------
Total Fixed Charges 95,384 152,531 189,604 319,719 476,397 442,099 342,146
NET INCOME (97,292) 3,009 (21,052) (63,461) (56,648) 39,423 37,016
ADD (SUBTRACT)
Extraordinary Items -- -- -- (2,486) (4,569) -- --
Income Tax Expense/
(Benefit) 5,558 (129) (1,069) (6,130) (29,413) 17,609 16,726
Fixed Charges 95,384 152,531 189,604 319,719 476,397 442,099 342,146
-------------------- ------------------------------------------------------------
Net Income (Loss) Before
Fixed Charges 3,650 155,411 167,483 247,642 385,767 499,131 395,888
-------------------- ------------------------------------------------------------
Excess (Deficit) in Net
Income to Fixed Charges ($91,734) $2,880 ($22,121) ($72,077) ($90,630) $57,032 $53,742
-------------------- ------------------------------------------------------------
RATIO OF EARNINGS TO FIXED
CHARGE -- 1.02% -- -- -- 1.13% 1.16%
</TABLE>
*-Earnings include the consolidated earnings of the national banking
subsidiaries which may not be available (due to legal limitations on the
sources and amounts of dividends national bank are permitted to pay their parent
companies) to cover fixed charges of the holding company. Fixed charges include
interest on long term debt which are obligations of the holding company. During
the nine month period ended September 30, 1993 and the years ended December 31,
1992, 1991 and 1990, earnings were insufficient to cover fixed charges
(including interest on deposits) by $91.7 million, $22.1 million, $72.1 million
and $90.6 million, respectively.
