UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24 and 3)*
RIGGS NATIONAL CORPORATION
(Name of Issuer)
Common Stock, par value $2.50 per share
(Title of Class of Securities)
766570105
(CUSIP Number)
Lawrence I. Hebert
Suite 300, 808 Seventeenth Street, N.W.
Washington, D.C. 20006 (202) 789-1230
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 10, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box.
Check the following box if a fee is being paid with the statement. XX (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the act, but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP No. 766570 10 5 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Joe L. Allbritton (b) Barbara B. Allbritton
S.S. No. ###-##-#### S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA (b) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 7,674,489 (b) 1,732
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 3,255,511 (b) 2,580,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 7,674,489 (b) 1,732
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 3,255,511 (b) 2,580,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 10,930,000 (b) 2,581,732
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 35.2% (b) 8.6%
14. TYPE OF REPORTING PERSON
(a) IN (b) IN
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THIS SCHEDULE 13D CONSTITUTES A JOINT FILING PURSUANT TO RULE 13d-l(f)(1) AND
SERVES AS AMENDMENT NUMBER 24 TO THE SCHEDULE 13D PREVIOUSLY FILED BY JOE L.
ALLBRITTON AND AMENDMENT NUMBER 3 TO THE SCHEDULE 13D PREVIOUSLY FILED BY
BARBARA B. ALLBRITTON.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is amended to add:
Allwin, a corporation wholly owned by Mr. Allbritton ("Allwin"),
purchased, using its cash reserves, 96,000 shares of the Common Stock, $2.50
par value, of the Company ("Common Stock") in July 1996 in the open market
for an aggregate of $1,144,612.20.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended to add:
On July 24, 25 and 26th, 1996, Allwin purchased in the open market an
aggregate of 96,000 shares of Common Stock. Allwin acquired these shares for
investment purposes.
On July 10, 1996, Mr. Allbritton was granted an option under the
Company's 1996 Stock Option Plan, which option expires ten years from the
date of grant, to purchase 1,000,000 shares of Common Stock for $12.38 per
share (the fair market value on the date of grant), exercisable (1) as to
500,000 shares on the date on which the average reported closing price of the
underlying stock has been at least $14 per share on 100% of the trading days
during any consecutive sixty day period; (2) as to an additional 500,000
shares, on the date on which the average closing price of the underlying
stock has been at least $16 per share on 100% of the trading days during any
consecutive sixty day period; or (3) upon a change of control as defined in
the Stock Option Plan to include the sale of substantially all of the
Company's assets or, subject to certain exceptions, the acquisition
beneficially or of record of 25% or more of the aggregate voting power of the
Company's then outstanding Common Stock by any person or group. The option
is transferable.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Allbritton, directly and indirectly, beneficially owns in the
aggregate 10,930,000 shares of Common Stock, representing 35.2% of the
outstanding Common Stock. Included in these shares are 754,000 shares which
Mr. Allbritton has a right to acquire through exercise of stock options. See
Item 4.
Mrs. Allbritton, directly and indirectly, beneficially owns in the
aggregate 2,581,732 shares of Common Stock.
(b) Mr. Allbritton has sole power to vote, or to direct the vote of,
and sole power to dispose, or to direct the disposition of, 7,674,489 shares
of Common Stock (as to which Mrs. Allbritton disclaims beneficial ownership).
Of these shares, 754,000 are subject to options that are exercisable but that
have not been exercised. In addition as described below, Mr. Allbritton has
shared power to vote, or to direct the vote of, 3,255,511 shares of Common
Stock, consisting of 675,511 shares owned by Allwin, 1,250,000 shares held by
the Allbritton Foundation and 1,330,000 shares purchased by Mrs. Allbritton.
Mr. Allbritton shares the power to vote and to dispose of 675,511 shares of
Common Stock (as to which Mrs. Allbritton disclaims ownership) with Allwin,
the record and beneficial owner of such shares. Mr. Allbritton owns directly
100 percent of the capital stock of Allwin and would be deemed the indirect
beneficial owner of the Common Stock owned by Allwin under applicable SEC
rules and regulations. Mr. Allbritton shares the power to vote and the power
to dispose of 1,250,000 of the shares of Common Stock with the trustees of
the Allbritton Foundation (the "Foundation"), a private non-profit Texas
corporation organized for charitable purposes and exempt from federal income
taxation under Section 501(c)(3) of the Internal Revenue Code. The other
trustees of the Foundation are Mrs. Allbritton and Robert L. Allbritton,
their son. Mr. Allbritton also shares the power to vote and the power to
dispose of 1,330,000 shares of Common Stock with Mrs. Allbritton.
Mrs. Allbritton has sole power to vote, or to direct the vote of, and
sole power to dispose, or to direct the disposition of, 1,732 shares of
Common Stock (as to which Mr. Allbritton disclaims beneficial ownership) and
shares the power to vote and the power to dispose of 2,580,000 shares as
follows: 1,330,000 shares of Common Stock with Mr. Allbritton pursuant to
arrangements described in (c) below, and 1,250,000 shares of Common Stock
with the trustees of the Allbritton Foundation as described above.
With regard to the Foundation, neither the Foundation's income nor its
assets may inure to the benefit of, or be distributed to, any private
individual, including its founder and control persons. Although Mr. and Mrs.
Allbritton necessarily have no economic interest in the Common Stock held by
the Foundation, as trustees of the Foundation, they may be deemed by
applicable SEC rules and regulations, to share the power to vote and dispose
of the shares with the other trustees. Decisions as to voting and
disposition of the Common Stock held by the Foundation will be made by the
trustees of the Foundation and such decisions must, by law, be made with
regard to charitable interests. Mr. Allbritton and Mrs. Allbritton and their
son disclaim any beneficial interest in the 1,250,000 shares of Common Stock
owned by the Foundation.
Mr. and Mrs. Allbritton also disclaim beneficial ownership of 31,110
shares of Common Stock held for the benefit of their son by a trust of which
the Riggs National Bank is one of three trustees.
After taking into account the foregoing, Mr. Allbritton may be deemed
the beneficial owner of 35.2% of the outstanding Common Stock of the Company,
or of 31% if the shares owned by the Foundation are excluded.
After taking into account the foregoing, Mrs. Allbritton may be deemed
the beneficial owner of 8.6% of the outstanding Common Stock of the Company,
or of 4.4% if the shares owned by the Foundation are excluded.
(b) Paragraph (b) is amended to add:
As described in Item 4, Mr. Allbritton holds options granted by the
Company under its stock option plans to purchase 1,954,000 share of Common
Stock for prices ranging from $9.88 to $12.38 per shares. 754,000 of these
shares are subject to presently (or within sixty days) exercisable options
and thus are included in the total of the shares that Mr. or Mrs. Allbritton
is deemed to beneficially own. Under SEC rules and regulations, Mr.
Allbritton is deemed to be the beneficial owner of shares that he has a right
to acquire beneficial ownership of presently or within sixty days. The
remaining 1,200,000 shares are subject to options that are not presently (or
within sixty days) exercisable, as described in Item 4; thus, these shares
are not included in the total number of shares that Mr. or Mrs. Allbritton is
deemed to beneficially own.
(c) No change.
(d) No change.
Item 7. EXHIBITS.
l. Option agreement relating to option granted July 10, 1996.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATE: July 31, 1996
/s/ Joe L. Allbritton
Joe L. Allbritton
/s/ Barbara B. Allbritton
Barbara B. Allbritton
EXHIBIT 1
RIGGS NATIONAL CORPORATION
Under the terms and conditions of the Riggs National Corporation
(the "Corporation") 1996 Stock Option Plan (the "Plan"), a copy of
which is attached hereto and incorporated herein by reference, and
as approved by the Outside Directors Committee, the Corporation
hereby grants to Joe L. Allbritton (the "Optionee") of Riggs
National Corporation and Riggs Bank, N.A. ("Riggs"), the option to
purchase 1,000,000 shares of Corporation's Common Stock, $2.50 par
value (the "Shares") at a price of $12.38 per share, subject to
adjustment as provided in the Plan. This option is intended to be
a NONQUALIFIED STOCK OPTION.
This option shall be for a term commencing on the date hereof July
10, 1996 and ending one day prior to ten (10) years from such date.
This option shall vest immediately and be exercisable provided the
Optionee is still employed by Riggs, as follows:
(i) 500,000 shares shall become exercisable the date on which
the average reported closing price of Riggs National
Corporation Common Stock has been $14.00 per share ("Target
Stock Price") on 100% of the trading days during any
consecutive 60 day period;
(ii) 500,000 shares shall be exercisable the date on which the
average reported closing price of Riggs National Corporation
Common Stock has been $16.00 per share ("Target Stock Price")
on 100% of the trading days during any consecutive 60 day
period; and
(iii) the entire unexercised portion of the option on the
date on which a Change of Control occurs (as defined in the
Plan), without regard to whether the conditions set out in (i)
and/or (ii) above have been fulfilled.
Subject to the terms of the Plan and the other terms of the option
agreement, shares subject to option which have become exercisable
shall be exercisable in full or in part during the entire remaining
term of this option.
For the purposes of this Agreement, "trading days" means those days
on which trading on NASDAQ National Market Issued occurs and on
which the Corporation's Common Stock is traded. If the
Corporation's Common Stock ceases to be traded on the NASDAQ
National Market System, the Joint Compensation Committee (as
defined in the Plan) shall determine the substitute method to be
used for determining whether the Target Stock Price has been met.
This option shall not be exercised, in whole or in part, after the
Optionee's termination of employment (for any reason) from Riggs,
unless it has become exercisable prior to his termination of
employment. In the event this option has become exercisable while
the Optionee is employed by Riggs and the Optionee terminates
employment from Riggs, subject to earlier expiration of the
remaining term of this option, if the termination is for a reason
other than the Optionee's death, the right to exercise this option
shall expire ninety (90) days after the date of termination of
employment, and if the termination is for reason of the Optionee's
death, the right to exercise the option shall expire one year after
the Optionee's death.
This option shall be exercisable in the manner specified in the
Plan.
This option is part of a three year incentive compensation plan
designed to enhance shareholder value.
Pursuant to the direction of the Outside Director's Committee as
authorized by Section 6(f) of the Plan, this option is
transferrable by the Optionee.
The Optionee hereby accepts and agrees to be bound by all of the
terms and conditions of the Plan as if it had been set out verbatim
in this Agreement.
By signing a copy of this Agreement, the Optionee acknowledges that
he has read the Plan, and that he fully understands all of his
rights under the Plan, as well as all of the terms and conditions
which may limit his eligibility to exercise this option.
Accepted:
____[Joe L. Allbritton]_________ 7-26-96
Optionee Date
