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As filed with the Securities and Exchange Commission on November 15, 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)
RIGGS NATIONAL CORPORATION
1994 STOCK OPTION 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
to be Amount to be aggregate offering aggregate offering registration
registered registered per unit price fee
_______________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 1,250,000 shs.(1) $9.00(2) $11,250,000(2) $3,879.31
$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.
(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 November 11, 1994 as reported by
NASDAQ.
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TABLE OF CONTENTS
__________________
<TABLE>
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Page
____
<S> <C>
Available Information 1
Incorporation of Documents By Reference 1
Registration Statement 1
The Corporation 2
Riggs Common Stock 2
Sale of Shares 3
General Plan Information 3
Terms and Conditions of Stock Options 4
Amendment of the Plan and Options 6
Corporate Changes; Change of Control 6
Tax Consequences 7
</TABLE>
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AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (The "1934 Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Corporation can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549, and at its Regional Offices located at Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661 and at 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, DC 20549 at prescribed rates.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents concerning the Corporation and the Stock Option
Plan are incorporated by reference herein: (i) the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1993, (ii) all other
reports filed pursuant to Sections 13 or 15(d) of the Securities Act of 1934
since December 31, 1993, and (iii) the description of the Riggs National
Corporation Common Stock included in the Corporation's Registration Statement
filed on Form S-3 including all amendments and reports filed for the purpose
of updating such description.
All reports and other documents filed by the Corporation and the Stock
Option Plan pursuant to Sections 13(a), 13(b), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Prospectus and 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 Corporation's filing of such reports and documents.
The Corporation hereby undertakes to provide without charge to any person
to whom a copy of this Prospectus has been delivered, upon written or oral
request of such person, a copy of the Corporation's Annual Report for its
latest fiscal year, and any of the documents incorporated by reference in this
Prospectus, except for exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for
information regarding the Plan or its administrator, including requests for
copies of documents should be addressed to Katherine M. D'Arcy, Senior Vice
President, Human Resources, The Riggs National Bank of Washington, 800 17th
Street, N.W., Fourth Floor, Washington, D.C. 20006, phone (202) 835-6320.
REGISTRATION STATEMENT
The Corporation has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933,
as amended, with respect to the securities offered hereby. This Prospectus
omits or summarizes certain information contained in the Registration
Statement. Such information may be obtained from the Commission's principal
office in Washington, D.C., upon payment of the fee prescribed by the rules
and regulations of the Commission, or may be examined there without charge.
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THE CORPORATION
Riggs National Corporation ("Riggs" or the "Corporation") is a multi-bank
holding company registered under the Bank Holding Company Act of 1956, as
amended, and incorporated in the State of Delaware. The Corporation engages
in a variety of banking related activities, either directly or through
subsidiaries.
A description of the general nature and scope of business of the
Corporation and of its subsidiaries appears in the Annual Report of the
Corporation for its latest fiscal year, a copy of which is delivered with this
Prospectus or which previously has been delivered.
The mailing address of the Corporation's principal executive offices is
1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005 and its telephone
number is (202) 835-6000. The Corporation's Employer Identification Number is
52-1217953.
As used herein, unless the context indicates otherwise, the term
"Employer" includes the Corporation and each of its affiliated corporations
named in this Prospectus that has adopted the Plan for the benefit of its
eligible employees.
RIGGS COMMON STOCK
The Corporation's Common Stock is traded on the NASDAQ National Market
System under the symbol "RIGS." The following table sets forth, for the
periods indicated, the high-and-low closing sale prices for the Corporation's
Common Stock and the dividends payable with respect thereto:
<TABLE>
<CAPTION>
DIVIDENDS
1994 HIGH LOW DECLARED
____ ____ ___ _________
<S> <C> <C> <C>
Fourth Quarter $10.125 $8.750 ---
Third Quarter $11.00 $8.875 ---
Second Quarter $10.25 $7.75 ---
First Quarter $10.25 $8.375 ---
<CAPTION>
DIVIDENDS
1993 HIGH LOW DECLARED
____ ____ ___ _________
<S> <C> <C> <C>
Fourth Quarter $ 9.375 $7.875 ---
Third Quarter $ 9.50 $6.25 ---
Second Quarter $10.625 $7.125 ---
First Quarter $11.625 $7.75 ---
<CAPTION>
DIVIDENDS
1992 HIGH LOW DECLARED
____ ____ ___ _________
<S> <C> <C> <C>
Fourth Quarter $10.125 $7.00 ---
Third Quarter $ 8.25 $6.375 ---
Second Quarter $ 8.625 $6.375 ---
First Quarter $ 9.25 $4.25 ---
<CAPTION>
DIVIDENDS
1991 HIGH LOW DECLARED
____ ____ ___ _________
<S> <C> <C> <C>
Fourth Quarter $ 6.75 $3.75 ---
Third Quarter $ 8.75 $5.875 ---
Second Quarter $12.25 $7.75 ---
First Quarter $13.00 $6.63 .05
</TABLE>
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SALE OF SHARES
The Corporation is advised that so long as the Registration Statement is
in effect, shares of Riggs Stock acquired under the Stock Option Plan may be
resold by participants who are not "underwriters" (as that term is defined in
the rules, regulations, and interpretive publications of the Securities and
Exchange Commission) without restriction by reason of the Securities Act of
1933 (The "1933 Act"). A participant who is an underwriter (as so defined)
may not publicly reoffer shares unless the Corporation has made certain
filings under the 1933 Act or, if the Corporation has not made such filings,
unless the participant does so in compliance with Rule 144 under the 1933 Act.
The term "underwriter" is not precisely defined in the context of stock
option plans which have been registered under the 1933 Act, but the
Corporation understands that executive officers, directors, and other
"affiliates," as well as participants to whom 10 percent or more of the shares
of Riggs Stock issued under the Stock Option Plan have been distributed, may
be considered underwriters for purposes of any public resale.
GENERAL PLAN INFORMATION
The Stock Option Plan is intended to advance the best interest of the
Corporation by providing key employees of the Corporation and its subsidiaries
who have a substantial responsibility for its management and growth with an
additional incentive to continue to contribute to the growth and success of
the Corporation by increasing their proprietary interest in the success of the
Corporation.
At its February 9, 1994 regular meeting, the Board of Directors of the
Corporation adopted the Stock Option Plan, subject to shareholders' approval.
At the Corporation's Annual Meeting of Shareholders on May 11, 1994, the
Stock Option Plan was approved by the shareholders, effective as of February
9, 1994. On June 22, 1994, the Board approved minor revisions to the language
of the Stock Option Plan.
Unless previously terminated by the Board of Directors, the Stock Option
Plan will terminate on February 9, 2004, ten years after the date the Plan was
adopted by the Board. Options granted under the Plan before its termination
will continue to be administered under the terms of the Plan until the Options
terminate or are exercised.
The Corporation has registered 1,250,000 shares of its Common Stock, par
value $2.50, for issuance to eligible employees pursuant to Options. Pursuant
to actions of the Board of Directors, shareholders have no preferential or
preemptive rights with respect to shares issued under the Plan. Shares that
by reason of expiration of an Option or otherwise are no longer subject to
purchase pursuant to an Option may be again available for issuance pursuant to
Options under the Plan.
Key Employees of the following affiliated corporations are eligible to
receive Options under the Plan:
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The Riggs National Bank of Washington, D.C.
The Riggs National Bank of Maryland
The Riggs National Bank of Virginia
Riggs International Banking Corporation
Riggs Investment Management Corporation
The Corporation estimates that approximately 55 persons are eligible to
participate in the Stock Option Plan.
The Stock Option Plan provides for the grant of either Incentive Stock
Options (i.e., options qualifying for special treatment under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") or Nonqualified
Stock Options (i.e., options that do not qualify as Incentive Stock Options
under Section 422 of the Code)). The exercise price of Options may not be
less than one hundred percent (100%) of the Fair Market Value of the Common
Stock on the date of grant as determined under the Plan. The term of the
individual Options will expire ten years from their respective dates of grant.
An Option may be exercised as to all or any number of whole shares of the
Common Stock with respect to which the Option is vested. Options may not be
assigned or transferred, otherwise than by will or the laws of descent and
distribution.
No Key Employee is eligible to be granted options under the Stock Option
Plan representing more than 100,000 shares of Common Stock per calendar year,
regardless whether the options are Incentive Stock Options, Nonqualified Stock
Options or a combination thereof.
The Stock Option Plan is administered by the Joint Compensation
Committee. The Joint Compensation Committee has authority to recommend to
the Outside Directors Committee the Key Employees to be granted Options and
the terms of the Options granted. The Outside Directors Committee has
authority to approve, reject, or modify grants of Options recommended by the
Joint Compensation Committee, and no Option may be granted unless and until
the grant is approved by the Outside Directors Committee.
The Stock Option Plan is not subject to ERISA. If an Option is
exercised, Option Stock will be issued directly by the Corporation at the
specified exercise price. No fees, commissions, or other charges will apply
when an Option is exercised.
TERMS AND CONDITIONS OF STOCK OPTIONS
GENERAL. An Option is exercisable only to the extent that it is vested
on the date of exercise, and no Option will be exercisable after the
expiration of ten years from the date the Option was granted. Incentive Stock
Options granted to an Option holder who owns on the date of grant more than 10
percent of the total combined voting power of all classes of stock of the
Corporation (or a parent or subsidiary) will expire five years from the date
of grant.
The exercise price of Options may not be less than 100 percent of the
fair market value of the Common Stock on the date of grant. However, the
exercise price of an Incentive Stock Option may not be less than 110 percent
of the fair market value of the Common Stock on the date of grant if the
Option holder owns more than 10 percent of the total combined voting power of
all classes of stock of the Corporation (or its parent or subsidiary). Fair
market value of
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Common Stock is determined by reference to the closing price of the Common
Stock on the date of grant, unless the Joint Compensation Committee determines
that an alternative method more properly reflects fair market value. In all
cases, fair market value may not be less than the Par Value of the Common
Stock.
An Option may be exercised as to all or any number of whole shares of the
Common Stock with respect to which the Option is vested. Options may be
exercised only by written notice to the Secretary of the Corporation and only
if the exercise notice is accompanied by payment in cash of the full exercise
price for the shares with respect to which the Option is exercised, unless the
Joint Compensation Committee approves, in its sole discretion, payment other
than in cash. The Joint Compensation Committee may approve payment of the
exercise price in the form of (i) Common Stock of the Corporation other than
Option Stock, (ii) a combination of cash and Common Stock other than Option
Stock, or (iii) Option Stock provided that, in the case of an Option holder
who is subject to Section 16 of the 1934 Act (an "Insider"), the requirements
of Rule 16b-3 promulgated under the 1934 Act are met. The value of any Common
Stock used to pay the exercise price or any portion thereof will be the fair
market value of Common Stock on the date of exercise.
Options remain qualified as Incentive Stock Options only to the extent
that the aggregate Fair Market Value of shares of Common Stock with respect to
which the Incentive Stock Options granted to any person are exercisable for
the first time during any calendar year (under all plans of the Corporation
and its parent or subsidiary) does not exceed $100,000.
TERMINATION OF EMPLOYMENT. Vesting of an Option will cease on the date
that an Option holder is no longer an employee of the Corporation or a parent
or subsidiary (the "date of termination"), and the Option will be exercisable
only to the extent the Option is vested on the date of termination. However,
if the Option holder is no longer an employee because of death or disability,
any Option that is not 100 percent vested will automatically become 100
percent vested on the date of termination. If the Option holder's
termination is for any reason other than death, the right to exercise the
Option (to the extent that it is vested) will expire 90 days after the date
of termination unless the Option would then expire during the Pooling Period
and the Common Stock received upon exercise of the Option would be subject
to the Pooling Period transfer restrictions, in which case the right to
exercise the Option will expire 10 calendar days after the end of the
Pooling Period. "Pooling Period" shall mean the period in which property
is subject to restrictions on transfer in compliance with the
"Pooling-of-Interests Accounting" rules established by the Securities
and Exchange Commission. If the Option holder's termination is
for reason of death, the right to exercise the Option will expire one year
after the date of the holder's death, and until expiration, the holder's
heirs, legatees or legal representative may exercise the Option.
The Outside Directors Committee may also grant Options in substitution of
options held by individuals who become employees of the Corporation or a
subsidiary Corporation as a result of an acquisition of such individuals'
employer by the Corporation or a subsidiary. If necessary to conform the
Options to the options for which they are granted in substitution, the Outside
Directors Committee may grant substitute Options under terms and conditions
which vary from those otherwise required by the Plan.
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AMENDMENT OF THE PLAN AND OPTIONS
The Board of Directors generally may amend the Plan in any manner with
respect to future grants of Options and the Outside Directors Committee may
amend outstanding Options in any manner consistent with the Plan. However, no
Plan or Option amendment will be effective without the approval of the
shareholders of the Corporation if the amendment (i) materially increases the
benefits accruing to Insiders; (ii) materially increases the number of
securities which may be issued under the Plan (other than by reason of an
adjustment of shares); (iii) materially modifies the requirements as to
eligibility of Insiders for participation in the Plan within the meaning of
Rule 16b-3 promulgated under the Act; (iv) changes the class of eligible
employees, officers or directors; (v) withdraws administration of the Plan
from a committee of disinterested persons; or (vi) extends the term of the
Plan or the period during which any outstanding Incentive Stock Option may be
exercised. Further, no amendment will be effective if the amendment (i)
changes the manner of determining the exercise price of Incentive Stock
Options; (ii) makes individuals who are not employees of the Corporation (or
its parent or a subsidiary of the Corporation) eligible to be granted
Incentive Stock Options; (iii) changes the nontransferability of the Options;
or (iv) alters or impairs any rights or obligations of any outstanding Option
without the written consent of the Option holder.
CORPORATE CHANGES; CHANGE OF CONTROL
In the event of a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend, or other increase or reduction
in the number of outstanding shares of Common Stock, the Plan provides for
appropriate adjustments to (i) the number and class of shares subject to the
Plan and (ii) the number, class, and per share price of shares subject to
outstanding Options. In the event of liquidation or dissolution of the
Corporation, a corporate reorganization in which the Corporation is not the
survivor, or a sale of all or substantially all of the assets of the
Corporation, all outstanding Options will be fully vested and exercisable
during the 30-day period preceding the event unless the Plan is continued and
the Options are assumed or substituted with new Options for stock of a
successor corporation (or a parent or subsidiary) with appropriate adjustments
to the number and kind of shares subject to, and exercise prices of, the
substitute Options. However, if exercise of any of the Options that otherwise
would be exercisable during the 30-day period preceding the event would not be
in conformity with all applicable Federal securities laws, or if the immediate
exercisability of the Options would result in an "excess parachute payment" as
defined in Section 280G of the Code, the Options will not become immediately
exercisable and will be cancelled as of the event, unless the Joint
Compensation Committee determines otherwise.
In the event of a Change in Control of the Corporation, all then-
outstanding Options will automatically become 100 percent vested and
exercisable. However, if exercise of any of the Options would not be in
conformity with all applicable federal securities laws, or if the immediate
exercisability of the Options would result in an "excess parachute payment" as
defined in Section 280G of the Code, the Options will not become immediately
exercisable, unless the Joint Compensation Committee determines otherwise.
"Change in Control" means a sale of substantially all of the Corporation's
assets or a change in the ownership of securities of the Corporation
representing 25 percent or more of the aggregate voting power of the
Corporation's then-outstanding voting securities, provided that no Change in
Control will result from transfers of voting securities by a more than 25
percent shareholder to an immediate family member, a
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trust for the benefit of the 25 percent shareholder or such shareholder's
immediate family member, a trust revocable by the 25 percent shareholder,
entities over which the 25 percent shareholder has the direct or indirect
power to direct the management or policies or charitable organizations funded
by the 25 percent shareholder. Furthermore, no Change in Control will result
from the acquisition of voting securities by an individual who is not a 25
percent shareholder but who was a 25 percent shareholder on the effective date
of the Plan or any acquisition of voting securities by any person, trust or
other entity (described in the preceding sentence) to which a 25 percent
shareholder may transfer securities without causing a Change in Control.
TAX CONSEQUENCES
Information regarding the federal income tax consequences of Options
granted under the Stock Option Plan follows. This information is not intended
to be exhaustive and is only intended to briefly summarize the federal income
tax statutes, regulations and currently available agency interpretations
thereof, and is intended to apply to the Stock Option Plan as normally
operated.
INCENTIVE STOCK OPTIONS. An Option holder will not realize taxable
income upon the grant of an Incentive Stock Option. In addition, an Option
holder will not realize taxable income upon the exercise of an Incentive Stock
Option. However, an Option holder's alternative minimum taxable income will be
increased by the amount that the fair market value of the Option Stock,
generally determined as of the date of exercise, exceeds the exercise price of
the Option. If the Option holder sells the Common Stock acquired upon
exercise of an Incentive Stock Option, the tax consequences of the sale (a
"disposition") depend upon whether the disposition is qualifying or
disqualifying. The disposition of the Option Stock is qualifying if made at
least two years after the date the Incentive Stock Option was granted and at
least one year after the date the Incentive Stock Option was exercised. If
the disposition of the Option Stock is qualifying, any excess of the sale
price of the Option Stock over the exercise price of the Option would be
treated as long-term capital gain taxable to the Option holder at the time of
the sale. If the disposition is not qualifying, i.e., a disqualifying
disposition, the excess of the fair market value of the Option Stock on the
date the Option was exercised over the exercise price would be compensation
income taxable to the Option holder at the time of the disposition, and any
excess of the sale price of the Option Stock over the fair market value of the
Option Stock on the date the Option was exercised would be taxed as capital
gain.
Unless an Option holder engages in a disqualifying disposition, the
Corporation will not be entitled to a deduction with respect to an Incentive
Stock Option. However, if an Option holder engages in a disqualifying
disposition, the Corporation will be entitled to a deduction equal to the
amount of compensation income taxable to the Option holder.
NONQUALIFIED STOCK OPTIONS. An Option holder will not realize taxable
income upon the grant of a Nonqualified Stock Option. However, when the
Option holder exercises the Option, the difference between the exercise price
of the Option and the fair market value of the Option Stock on the date of
exercise is compensation income taxable to the Option holder. The Corporation
will be entitled to a deduction equal to the amount of compensation income
taxable to the Option holder, as long as income taxes are withheld on the
Option holder's compensation income.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission, 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, 1993;
(b) Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1994, as amended by Forms 10-QA dated
May 31, 1994;
(c) Registrant's Proxy Statement for the Annual Meeting of
Shareholders dated May 11, 1994;
(d) Registrant's Quarterly Reports on Form 10-Q for the periods
ended June 30, 1994 and September 30, 1994;
(e) Registrant's Current Reports on Forms 8-K dated May 9, 1994,
July 14, 1994, September 16, 1994 and September 27, 1994; and
(f) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form S-3, as amended
by Amendment No. 1 dated November 4, 1993.
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.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL
The consolidated financial statements and schedules of the Registrant
contained in Registrant's Annual Report on Form 10-K as of December 31, 1993
and 1992 and for the years ended December 31, 1993, 1992, and 1991,
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 for the years ended December 31, 1992 and 1991, 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
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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 Company. As
of the date of this Prospectus, Mr. Lesser owned 1,000 shares of Common Stock
directly and 1,000 shares held in trust for his son. Mr. Lesser also owned
350 shares of Series 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 they 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 their 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.
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ITEM 8. EXHIBITS
Item Number as per Item 601 of Regulation S-K.
4(A) The Riggs National Corporation 1994 Stock Option Plan (filed as
an Exhibit to Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1994 which is incorporated herein by reference).
5(A) Opinion of David Lesser, Esquire, General Counsel of the
Registrant, with respect to legality of the Common Stock of the Registrant
registered hereunder (filed herewith).
24(A) Consent of Arthur Andersen LLP (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.
(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.
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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 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). (1) 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.
11
<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 15th day of November, 1994.
RIGGS NATIONAL CORPORATION,
a Delaware corporation (Registrant)
By: /s/ JOE L. ALLBRITTON
_________________________
Joe L. Allbritton
Chairman of the Board and
Chief Executive Officer
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:
SIGNATURE TITLE DATE
_________ _____ ____
/s/ JOE L. ALLBRITTON Chairman of the Board November 15, 1994
_____________________________ and Chief Executive
Joe L. Allbritton Officer
/s/ ROBERT L. SLOAN Vice Chairman of the November 15, 1994
____________________________ Board
Robert L. Sloan
/s/ TIMOTHY C. COUGHLIN President November 15, 1994
____________________________
Timothy C. Coughlin
/s/ JOHN L. DAVIS Chief Financial Officer November 15, 1994
____________________________ (Principal Financial
John L. Davis and Accounting Officer)
12
<PAGE>
SIGNATURE TITLE DATE
_________ _____ ____
/s/ BARBARA B. ALLBRITTON Director November 15, 1994
____________________________
Barbara B. Allbritton
/s/ ROBERT L. ALLBRITTON Director November 15, 1994
____________________________
Robert L. Allbritton
/s/ FREDERICK L. BOLLERER Director November 15, 1994
____________________________
Frederick L. Bollerer
/s/ CALVIN CAFRITZ Director November 15, 1994
____________________________
Calvin Cafritz
/s/ CHARLES A. CAMALIER, III Director November 15, 1994
____________________________
Charles A. Camalier, III
/s/ RONALD E. CUNEO Director November 15, 1994
____________________________
Ronald E. Cuneo
/s/ FLOYD E. DAVIS, III Director November 15, 1994
____________________________
Floyd E. Davis, III
/s/ JACQUELINE C. DUCHANGE Director November 15, 1994
____________________________
Jacqueline C. Duchange
13
<PAGE>
SIGNATURE TITLE DATE
_________ _____ ____
/s/ MICHELA A. ENGLISH Director November 15, 1994
____________________________
Michela A. English
/s/ JAMES E. FITZGERALD Director November 15, 1994
____________________________
James E. Fitzgerald
/s/ DAVID J. GLADSTONE Director November 15, 1994
____________________________
David J. Gladstone
/s/ LAWRENCE I. HEBERT Director November 15, 1994
____________________________
Lawrence I. Hebert
/s/ MICHAEL J. JACKSON Director November 15, 1994
____________________________
Michael J. Jackson
/s/ LEO J. O'DONOVAN, S.J. Director November 15, 1994
____________________________
Leo J. O'Donovan, S.J.
/s/ STEVEN B. PFEIFFER Director November 15, 1994
____________________________
Steven B. Pfeiffer
/s/ JOHN A. SARGENT Director November 15, 1994
____________________________
John A. Sargent
14
<PAGE>
SIGNATURE TITLE DATE
_________ _____ ____
/s/ JAMES W. SYMINGTON Director November 15, 1994
____________________________
James W. Symington
/s/ JACK VALENTI Director November 15, 1994
____________________________
Jack Valenti
/s/ EDDIE N. WILLIAMS Director November 15, 1994
____________________________
Eddie N. Williams
* 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
15
<PAGE>
Exhibit 5(A)
[LETTERHEAD OF RIGGS NATIONAL CORPORATION APPEARS HERE]
November 15, 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 1,250,000 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 Corporation 1994 Stock Option 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>
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 January 31,
1994 included in Riggs National Corporation's Form 10-K for the year ended
December 31, 1993, and to all references to our Firm included in this
registration statement.
Washington, D.C. /s/ ARTHUR ANDERSEN LLP
November 11, 1994
<PAGE>
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 1994 Stock Option 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 as Exhibit 28 to the Annual
Report (Form 10 K) of Riggs National Corporation for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.
/s/ ERNST and YOUNG
________________________
Ernst & Young
Chartered Accountants
London, England
November 11, 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 Corporation
1994 Stock Option 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 thing 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 Board November 9, 1994
____________________________ and Chief Executive
Joe L. Allbritton Officer
/s/ ROBERT L. SLOAN Vice Chairman of the November 9, 1994
____________________________ Board
Robert L. Sloan
/s/ TIMOTHY C. COUGHLIN President November 9, 1994
____________________________
Timothy C. Coughlin
<PAGE>
NAME TITLE DATE
____ _____ ____
/s/ JOHN L. DAVIS Chief Financial Officer November 9, 1994
____________________________ (Principal Financial
John L. Davis and Accounting Officer)
/s/ BARBARA B. ALLBRITTON Director November 9, 1994
____________________________
Barbara B. Allbritton
/s/ ROBERT L. ALLBRITTON Director November 9, 1994
____________________________
Robert L. Allbritton
/s/ FREDERICK L. BOLLERER Director November 9, 1994
____________________________
Frederick L. Bollerer
/s/ CALVIN CAFRITZ Director November 9, 1994
____________________________
Calvin Cafritz
/s/ CHARLES A. CAMALIER, III Director November 9, 1994
____________________________
Charles A. Camalier, III
/s/ RONALD E. CUNEO Director November 9, 1994
____________________________
Ronald E. Cuneo
/s/ FLOYD E. DAVIS, III Director November 9, 1994
____________________________
Floyd E. Davis, III
/s/ JACQUELINE C. DUCHANGE Director November 9, 1994
____________________________
Jacqueline C. Duchange
-2-
<PAGE>
NAME TITLE DATE
____ _____ ____
/s/ MICHELA A. ENGLISH Director November 9, 1994
____________________________
Michela A. English
/s/ JAMES E. FITZGERALD Director November 9, 1994
____________________________
James E. Fitzgerald
/s/ DAVID J. GLADSTONE Director November 9, 1994
____________________________
David J. Gladstone
/s/ LAWRENCE I. HEBERT Director November 9, 1994
____________________________
Lawrence I. Hebert
/s/ MICHAEL J. JACKSON Director November 9, 1994
____________________________
Michael J. Jackson
/s/ LEO J. O'DONOVAN, S.J. Director November 9, 1994
____________________________
Leo J. O'Donovan, S.J.
/s/ STEVEN B. PFEIFFER Director November 9, 1994
____________________________
Steven B. Pfeiffer
/s/ JOHN A. SARGENT Director November 9, 1994
____________________________
John A. Sargent
/s/ JAMES W. SYMINGTON Director November 9, 1994
____________________________
James W. Symington
-3-
<PAGE>
NAME TITLE DATE
____ _____ ____
/s/ JACK VALENTI Director November 9, 1994
____________________________
Jack Valenti
/s/ EDDIE N. WILLIAMS Director November 9, 1994
____________________________
Eddie N. Williams
-4-
