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As filed with the Securities and Exchange Commission on October 22, 1996
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RIGGS NATIONAL CORPORATION
(Exact name of issuer as specified in its charter)
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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
1996 STOCK OPTION PLAN
(Full title of the Plan)
LINDA A. MADRID, ESQ.
Managing Director, Legal Division
Riggs National Corporation
800 17th Street, N.W.
Washington, D.C. 20006
(Name, address, including zip code, of agent for service)
202/835-5904
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Title of
securities Proposed maximum Proposed maximum Amount
to be Amount to be aggregate offering aggregate offering registration
registered registered per unit price fee
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Common Stock 2,000,000 shs.(1) $16.5625(2) $33,125,000(2) $10,038
$2.50 par
value per share
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(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 October 18, 1996 as reported by the
NASDAQ National Market System.
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TABLE OF CONTENTS
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Page
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Available Information 1
Incorporation of Documents By Reference 1
Registration Statement 1
The Corporation 1
Riggs Common Stock 2
Sale of Shares 2
General Plan Information 3
Terms and Conditions of Stock Options 4
Amendment of the Plan and Options 5
Corporate Changes; Change of Control 5
Tax Consequences 6
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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. Such material may also
be obtained electronically by accessing the Commission's Internet home page at
http://www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents concerning the Corporation and the Riggs National
Corporation 1996 Stock Option Plan (the "Plan")are incorporated by reference
herein:(i) the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995, (ii) all other reports filed pursuant to Sections 13 or 15(d)
of the 1934 Act since December 31, 1995, 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 Plan
pursuant to Sections 13(a), 13(b), 13(c), 14 and 15(d) of the 1934 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 Director, Human Resources, Riggs Bank
N.A., 800 17th Street, N.W., Fourth Floor, Washington, D.C. 20006.
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.
THE CORPORATION
Riggs National Corporation ("Riggs" or the "Corporation") is a 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 (301)887-6000. 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.
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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:
DIVIDENDS
1996 HIGH LOW DECLARED
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Fourth Quarter $17.3125 $15.625 0.05
Third Quarter $17.125 $11.500 0.05
Second Quarter $12.750 $11.875 0.05
First Quarter $14.250 $11.750 ---
DIVIDENDS
1995 HIGH LOW DECLARED
- ---- ---- --- ---------
Fourth Quarter $14.625 $12.125 ---
Third Quarter $13.625 $ 9.750 ---
Second Quarter $10.500 $ 9.125 ---
First Quarter $ 9.500 $ 7.875 ---
DIVIDENDS
1994 HIGH LOW DECLARED
- ---- ---- --- ---------
Fourth Quarter $10.500 $7.500 ---
Third Quarter $11.250 $8.750 ---
Second Quarter $10.250 $7.750 ---
First Quarter $10.750 $8.375 ---
DIVIDENDS
1993 HIGH LOW DECLARED
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Fourth Quarter $ 9.375 $7.875 ---
Third Quarter $ 9.500 $6.250 ---
Second Quarter $10.625 $7.125 ---
First Quarter $11.625 $7.750 ---
SALE OF SHARES
The Corporation is advised that so long as the Registration Statement is in
effect, shares of Riggs Stock acquired under the 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 offer 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 Plan have been distributed, may be considered underwriters for
purposes of any public resale.
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GENERAL PLAN INFORMATION
The Plan is intended to advance the best interest of the Corporation by
providing such employees 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 March 26, 1996 meeting, the Board of Directors of the Corporation
adopted the Plan, subject to shareholders' approval. At the Corporation's Annual
Meeting of Shareholders on May 15, 1996, the Plan was approved by the
shareholders, effective as of March 26, 1996.
Unless previously terminated by the Board of Directors, the Plan will
terminate on March 26, 2006, 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 2,000,000 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:
Riggs Bank N.A.
Riggs International Banking Corporation
Riggs Investment Management Corporation
The 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 generally
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.
The aggregate number of authorized but unissued shares of Common Stock that
may be issued pursuant to Incentive Stock Options or Nonqualified Stock Options
or a combination thereof granted under the Plan will not exceed two million
(2,000,000) shares, the maximum number of shares which may be issued to a key
Employee.
The Plan is administered by the Joint Compensation Committee of the Board
of Directors. 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 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
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Value of 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 three months after the date of termination unless the
Option would 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. Furthermore, if the Option
holder's termination is for any reason other than death, and the Option holder
dies during the period after his or her termination but before the right to
exercise the Option expires, the right to exercise the Option will expire one
year after the date of termination of employment, 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) changes the maximum 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 in 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 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.
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TAX CONSEQUENCES
Information regarding the Federal income tax consequences of Options
granted under the 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 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
generally 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. Furthermore, except in the case of the Option holder's death, if an
Option is exercised more than three months after the Option holder's
termination, the Option ceases to be treated as an Incentive Stock Option and is
subject to taxation under the rules applicable to Nonqualified Stock Options. 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 included in
taxable income by the Option holder.
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, 1995;
(b) Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1996;
(c) Registrant's Proxy Statement for the Annual Meeting of Shareholders
dated April 15, 1996;
(d) Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1996;
(e) 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 1934 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.
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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, 1995 and
1994 and for the years ended December 31, 1995, 1994, and 1993, incorporated
herein by reference, have been audited by Arthur Andersen LLP., 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.
The validity of the shares of Common Stock offered hereby will be passed
upon for the Corporation by Linda A. Madrid, Managing Director, Legal Division
of the Corporation. As of the date of this Prospectus, Ms. Madrid held
outstanding stock options for 6,000 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.
ITEM 8. EXHIBITS
Item Number as per Item 601 of Regulation S-K.
4(A) The Riggs National Corporation 1996 Stock Option Plan filed with
Registrant's Proxy Statement for the Annual Meeting of Shareholders dated April
15, 1996, which is incorporated herein by reference.
5(A) Opinion of Linda A. Madrid, Managing Director of the Legal Division of
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).
25 Power of Attorney (filed herewith).
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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.
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.
8
<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 22nd
day of October, 1996.
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 October 22, 1996
_____________________________ and Chief Executive
Joe L. Allbritton Officer
*/s/ ROBERT L. SLOAN Vice Chairman of the October 22, 1996
____________________________ Board
Robert L. Sloan
*/s/ TIMOTHY C. COUGHLIN President October 22, 1996
- ----------------------------
Timothy C. Coughlin
*/s/ JOHN L. DAVIS Chief Financial Officer October 22, 1996
____________________________ (Principal Financial
John L. Davis and Accounting Officer)
9
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
*/s/ BARBARA B. ALLBRITTON Director October 22, 1996
- ----------------------------
Barbara B. Allbritton
Director
- ----------------------------
Robert L. Allbritton
*/s/ FREDERICK L. BOLLERER Director October 22, 1996
- ----------------------------
Frederick L. Bollerer
*/s/ CALVIN CAFRITZ Director October 22, 1996
- ----------------------------
Calvin Cafritz
*/s/ CHARLES A. CAMALIER, III Director October 22, 1996
- ----------------------------
Charles A. Camalier, III
*/s/ RONALD E. CUNEO Director October 22, 1996
- ----------------------------
Ronald E. Cuneo
*/s/ FLOYD E. DAVIS, III Director October 22, 1996
- ----------------------------
Floyd E. Davis, III
*/s/ JACQUELINE C. DUCHANGE Director October 22, 1996
- ----------------------------
Jacqueline C. Duchange
Director
- ----------------------------
Michela A. English
*/s/ JAMES E. FITZGERALD Director October 22, 1996
- ----------------------------
James E. Fitzgerald
*/s/ HEATHER S. FOLEY Director October 22, 1996
- ----------------------------
Heather S. Foley
10
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
*/s/ DAVID J. GLADSTONE Director October 22, 1996
- ----------------------------
David J. Gladstone
*/s/ LAWRENCE I. HEBERT Director October 22, 1996
- ----------------------------
Lawrence I. Hebert
*/s/ MICHAEL J. JACKSON Director October 22, 1996
- ----------------------------
Michael J. Jackson
*/s/ TIMOTHY A. LEX Director October 22, 1996
- ----------------------------
Timothy A. Lex
Director
- ----------------------------
Leo J. O'Donovan, S.J.
*/s/ STEVEN B. PFEIFFER Director October 22, 1996
- ----------------------------
Steven B. Pfeiffer
*/s/ JOHN A. SARGENT Director October 22, 1996
- ----------------------------
John A. Sargent
*/s/ JAMES W. SYMINGTON Director October 22, 1996
- ----------------------------
James W. Symington
*/s/ JACK VALENTI Director October 22, 1996
- ----------------------------
Jack Valenti
*/s/ EDDIE N. WILLIAMS Director October 22, 1996
- ----------------------------
Eddie N. Williams
* Linda A. Madrid, by signing her 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/ LINDA A. MADRID
---------------------------------
Linda A. Madrid, Attorney-in-Fact
11
<PAGE>
Exhibit 5(A)
[LETTERHEAD OF RIGGS NATIONAL CORPORATION APPEARS HERE]
October 22, 1996
Gentlemen and Mesdames:
I am the Managing Director, Legal Division 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 2,000,000 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 1996 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.
Sincerely,
/s/ LINDA A. MADRID
Linda A. Madrid
Managing Director of Legal Affairs
and Corporate Secretary
<PAGE>
Exhibit 24(A)
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 17, 1996
included in Riggs National Corporation's Form 10-K for the year ended December
31, 1995, and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
October 22, 1996
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints Timothy C. Coughlin and Linda A. Madrid, 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 1996 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 October 9, 1996
____________________________ and Chief Executive
Joe L. Allbritton Officer
/s/ ROBERT L. SLOAN Vice Chairman of the October 9, 1996
____________________________ Board
Robert L. Sloan
/s/ TIMOTHY C. COUGHLIN President October 9, 1996
- ----------------------------
Timothy C. Coughlin
/s/ JOHN L. DAVIS Chief Financial Officer October 9, 1996
____________________________ (Principal Financial
John L. Davis and Accounting Officer)
<PAGE>
NAME TITLE DATE
- ---- ----- ----
/s/ BARBARA B. ALLBRITTON Director October 9, 1996
- ----------------------------
Barbara B. Allbritton
Director
- ----------------------------
Robert L. Allbritton
/s/ FREDERICK L. BOLLERER Director October 9, 1996
- ----------------------------
Frederick L. Bollerer
/s/ CALVIN CAFRITZ Director October 9, 1996
- ----------------------------
Calvin Cafritz
/s/ CHARLES A. CAMALIER Director October 9, 1996
- ----------------------------
Charles A. Camalier, III
/s/ RONALD E. CUNEO Director October 9, 1996
- ----------------------------
Ronald E. Cuneo
/s/ FLOYD E. DAVIS, III Director October 9, 1996
- ----------------------------
Floyd E. Davis, III
/s/ JACQUELINE C. DUCHANGE Director October 9, 1996
- ----------------------------
Jacqueline C. Duchange
Director
- -------------------------
Michela A. English
/s/ JAMES E. FITZGERALD Director October 9, 1996
- ----------------------------
James E. Fitzgerald
/s/ HEATHER S. FOLEY Director October 9, 1996
- ----------------------------
Heather S. Foley
2
<PAGE>
NAME TITLE DATE
- ---- ----- ----
/s/ DAVID J. GLADSTONE Director October 9, 1996
- ----------------------------
David J. Gladstone
/s/ LAWRENCE I. HEBERT Director October 9, 1996
- ----------------------------
Lawrence I. Hebert
/s/ MICHAEL J. JACKSON Director October 9, 1996
- ----------------------------
Michael J. Jackson
/s/ TIMOTHY A. LEX Director October 9, 1996
- ----------------------------
Timothy A. Lex
Director
- ----------------------------
Leo J. O'Donovan, S.J.
/s/ STEVEN B. PFEIFFER Director October 9, 1996
- ----------------------------
Steven B. Pfeiffer
/s/ JOHN A. SARGENT Director October 9, 1996
- ----------------------------
John A. Sargent
/s/ JAMES W. SYMINGTON Director October 9, 1996
- ----------------------------
James W. Symington
/s/ JACK VALENTI Director October 9, 1996
- ----------------------------
Jack Valenti
/s/ EDDIE N. WILLIAMS Director October 9, 1996
- ----------------------------
Eddie N. Williams
3
