UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22 and 1)*
RIGGS NATIONAL CORPORATION
(Name of Issuer)
Common Stock, par value $2.50 per share
(Title of Class of Securities)
766570 10 5
(CUSIP Number)
Lawrence I. Hebert
Suite 301, 800 Seventeenth Street, N.W.
Washington, D.C. 20006 (202) 789-2130
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 27, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [ ]
Check the following box if a fee is being paid with the statement. [ ] (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the act, but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
THIS SCHEDULE 13D AMENDMENT CONSTITUTES A JOINT FILING PURSUANT TO RULE
13d-1(f)(1) AND SERVES AS AMENDMENT NUMBER 22 TO THE SCHEDULE 13D PREVIOUSLY
FILED BY JOE L. ALLBRITTON AND AMENDMENT NUMBER 1 TO THE SCHEDULE 13D
PREVIOUSLY FILED BY BARBARA B. ALLBRITTON.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On April 27, 1994, Mrs. Allbritton entered into a pledge agreement with
Smith Barney Shearson Inc., a broker-dealer registered under the Securities
Exchange Act of 1934, whereby she pledged the 1,330,000 Shares as security in
connection with a margin account loan payable on demand in the amount of
$4,422,500.00. The agreement contains standard default provisions. The
security interest and other rights of the broker-dealer take precedence over
the irrevocable proxy granted to Mr. Allbritton with respect to these Shares.
Item 7. EXHIBITS.
Pledge Agreement dated April 27, 1994 between Barbara B. Allbritton and
Smith Barney Shearson Inc., as Pledgee.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: July 30, 1994
/s/ Joe L. Allbritton
Joe L. Allbritton
/s/ Barbara B. Allbritton
Barbara B. Allbritton
PLEDGE AGREEMENT
SMITH BARNEY SHEARSON INC.
388 GREENWICH STREET - 28TH FL.
NEW YORK, NY 10013
ATTN: LOUIS A. KORAHAIS
EXECUTIVE FINANCIAL SERVICES DIVISION
This agreement made the 27th day of April 1994 between Barbara B. Allbritton
residing at 2970 Lazy Lane, Houston, Texas 77019 (the Pledgor), and Smith
Barney Shearson, Inc. (the Pledgee).
In consideration of Pledgee's initial extension of the loan made by the
Pledgee to the Pledgor in the sum of $4,422,500.00 and in consideration of
the Pledgee accepting for the Pledgor one or more accounts in Smith Barney
Shearson Inc., at the election of the Pledgee, the Pledgee agree(s) to the
following:
1 PLEDGE AGREEMENT CONTROLLING
a form of "customer agreement" between the Pledgor and the Pledgee dated
January 18, 1994 and executed by the Pledgor is hereby incorporated by
reference as a part of this agreement ("Pledge Agreement") except that in the
event of conflict, the express terms of the Pledge Agreement shall prevail
over any contrary terms in the customer agreement.
2 PLEDGE
The Pledgor agrees to pledge the securities hereinafter mentioned to the
Pledgee as security for the repayment of the aforementioned loan.
3 DELIVERY OF THE SECURITIES PLEDGED
The Pledgor herewith delivers to the Pledgee the following collateral, duly
endorsed in blank:
1,330,000 shares of the common stock (class) of Riggs National
Corporation (the Corporation) represented by certificate(s) 32032 (the
Collateral)
4 MANNER IN WHICH THE PLEDGED SECURITIES WERE OBTAINED AND FULLY PAID FOR
The Pledgor represents that he obtained the securities pledged herein as
follows:
(a) acquired on October 21, 1993
(b) fully paid for on October 21, 1993
(c) nature of acquisition Private Placement Purchase
5 NUMBER OF SHARES OWNED BY PLEDGOR
The Pledgor represents that:
(a) the total number of shares that he owns of the class of security of
the Corporation hereby being pledged is 1,331,732, and
(b) the total number of all other classes of the securities of the
corporation owned by the Pledgor is -0-.
6 DIVIDENDS AND SPLITS
The Pledgor:
(a) shall be entitled to receive all cash dividends paid by the
Corporation to its security holders during the term of the loan, unless cash
dividend or payment represents a dividend or payment resulting from a
corporate restructuring, reorganization or like corporate event; and
(b) shall not be entitled to receive any stock dividends or stock split
of any type declared, granted or made by the Corporation during the term of
the loan and Pledgor shall pay over and deliver such distribution to the
Pledgee unless Pledgee shall have received such distribution directly from
the Corporation.
7 SALES BY PLEDGOR
The Pledgor represents to the Pledgee that during the last three months he or
any person(s) who Pledgor must aggregate his sales with under applicable SEC
regulations.
(a) has sold no shares of the Corporation; and
(b) has sold no convertible securities which are convertible into the
shares of the Corporation:
In addition, the Pledgor and such person(s) currently have no sale orders
open with any broker and that he and they will not place any such sale orders
to sell shares of the Corporation or such convertible securities without the
express written consent of the Pledgee.
8 SHARES PLEDGED ELSEWHERE
the Pledgor further represents that there are 6,920,489 shares of the
Corporation that the Pledgor, or any person(s) whose sales must be aggregated
with Pledgor's under applicable SEC regulations, which are currently pledged
as security for the payment of a loan elsewhere; and that he and they can
pledge up to an additional 7,500,000 shares of the Corporation as security
for the repayment of a loan elsewhere without the express written consent of
the Pledgee.
9 REDUCED LINE OF CREDIT
In the event of a sale of any class of security of the Corporation by or on
behalf of the Pledgor or a party specified in paragraph 8, other than
14,420,489 shares specifically referred to in Paragraph B, the Pledgor agrees
and acknowledges that the Pledgee may reduce the line of credit given
pursuant to this Pledge Agreement in the same proportion as the number of
shares sold bears to the number of shares carried in all accounts with the
Pledgee to secure a line of credit immediately prior to such sale. However,
the preceding sentence, notwithstanding, if the applicable margin maintenance
requirements would preclude such a line of credit after such sale, the line
of credit shall be reduced below the maximum line of credit permitted by such
margin maintenance requirements.
10 ADDITIONAL COLLATERAL TO MEET MARGIN CALLS
The Pledgor may not meet margin calls by depositing additional Rule 145,
control restricted or shelf registered securities into the account without
the prior express written consent of the Pledgee. The Pledgor guarantees
that all pledged shares sold to satisfy outstanding margin calls will readily
transfer into "street name" in good deliverable form.
11 INTERCHANGEABLE TERMS
Wherever the term "his" is used herein, it shall be deemed to refer to "her
or "they" where applicable.
12 HEADINGS ARE DESCRIPTIVE
The heading of each provision hereof is for descriptive purposes only and
shall not be deemed to modify or qualify any of the rights or obligations set
forth in each such provision.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hand(s) the
day and year first above written.
DATED: April 27, 1994 ACCOUNT NO: 376-14990-1-5
BY: /s/ Barbara B. Allbritton
Barbara B. Allbritton
ACCEPTED & AGREED:
SMITH BARNEY SHEARSON INC.
BY: /s/ George W. Fellows
George W. Fellows
