UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23 and 2)*
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)
February 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 7 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) 7,674,000 (b) 1,732
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 3,159,511 (b) 2,580,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 7,674,000 (b) 1,732
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 3,159,511 (b) 2,580,000
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 10,834,000 (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) 34.9% (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 23 TO THE SCHEDULE 13D PREVIOUSLY FILED BY JOE L.
ALLBRITTON AND AMENDMENT NUMBER 2 TO THE SCHEDULE 13D PREVIOUSLY FILED BY
BARBARA B. ALLBRITTON.
Item 2. IDENTIFY AND BACKGROUND
Item 2 is amended as follows:
(a) No change
(b) No change
(c) Mr. Allbritton's present principal occupation is Chairman of the
Board and Chief Executive Officer of Riggs National Corporation (the
"Company"), and Chairman of the Board and Chairman of the Executive Committee
of The Riggs National Bank of Washington, D.C., a subsidiary of the Company,
1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005. Mr. Allbritton also
serves as Chairman of the Board of Perpetual Corporation, the capital stock
of which is wholly-owned by Mr. Allbritton. Perpetual Corporation is a
holding company which, among other assets, indirectly wholly owns the capital
stock of Allbritton Communications Company, a corporation that directly or
indirectly owns seven broadcast television stations. Perpetual also owns 80%
of the capital stock of ALLNEWSCO, Inc., which operates an all news cable
station in the Washington, D.C. area. Mr. Allbritton is also Chairman of the
Board and owner of University Bancshares, Inc., a Texas bank holding company.
Mrs. Allbritton's present principal occupation involves acting as a
director of the Company and of companies affiliated with Mr. Allbritton that
are involved in banking and communications as described above.
Lawrence I. Hebert, President of Perpetual Corporation, is a Director of
the Company.
(d) No change
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(e) No change
(f) No change
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, 109,511 shares of the common stock, $2.50
par value, of the Company ("Common Stock") in October 1994, in the open
market for an aggregate of $983,815. See Item 5.
Mr. Allbritton acquired beneficial ownership, as defined in Rule 13d-3
under the Securities Exchange Act of 1934, of 754,000 shares of Common Stock
through grant of stock options under the Company's 1993 Stock Option Plan.
See Item 5.
Item 4. PURPOSE OF TRANSACTION
Item 4 is amended to add:
On October 21, 1994, Allwin purchased in the open market 100,000
shares of Common Stock, and on October 24, 1994, Allwin purchased in the open
market 9,511 shares of Common Stock. Allwin acquired these shares for
investment purposes.
On March 9, 1994, Mr. Allbritton was granted an option under the
Company's 1993 Stock Option Plan, which option expires ten years from the
date of grant, to purchase 430,000 shares of Common Stock for $9.88 per share
(the fair market value on the date of grant), exercisable on the earliest to
occur of a change of control; June 8, 1998; or the date on which the reported
price of the underlying stock had been at least $12 per share on 90% of the
trading days in any six month period. Pursuant to this latter provision, the
option became exercisable February 12, 1996. On July 12, 1995, Mr.
Allbritton was granted an option under the Company's 1993 Stock Option Plan,
which option expires ten years from the date of grant, to purchase 300,000
shares of Common Stock for $10.63 (the fair market value on the date of
grant), exercisable for 100,000 shares on the date of grant, and subject to
certain conditions, or upon a change of control, for an additional 100,000
shares in 1997 and an additional 100,000 in 1998, or in 1998, 1999 or 2000.
On April 10, 1996, Mr. Allbritton was granted an option under the Company's
1993 and 1994 Stock Option Plans, which option expires ten years from the
date of grant, to purchase 224,000 shares of Common Stock for $12 per share
(the fair market value on the date of grant), exercisable as of the time of
grant. Of the aggregate options to purchase 954,000 shares, options are
4
<PAGE>
currently (at present, or within 60 days) exercisable for 754,000. The
option for the remaining 200,000 shares, granted July 12, 1995, is
exercisable as described above upon a change of control or, subject to
certain conditions, in 1997 or thereafter. 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 within 60 days.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended as follows:
(a) Mr. Allbritton, directly and indirectly, beneficially owns in the
aggregate 10,834,000 shares of Common Stock, representing 34.9% percent 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, 7,674,000 shares
of Common Stock (as to which Mrs. Allbritton disclaims beneficial ownership).
Of these share 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, 3,159,511 shares of Common
Stock, consisting of 579,511 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 579,511 shares of
Common Stock (as to which Mrs. Allbritton disclaims beneficial 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 for
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
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the 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 regulation, 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 34.9% of the outstanding Common Stock of the Company,
or of 30.7% 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.
(c) No change
(d) No change
Item 7. EXHIBITS.
1. Option agreement relating to option granted March 9, 1994.
2. Option agreement relating to option granted July 12, 1995.
3. Option agreement relating to option granted April 10, 1996.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and believe, I
certify that the information set forth in this statement is true, complete
and correct.
DATE: May ___, 1996
_________________________
Joe L. Allbritton
_________________________
Barbara B. Allbritton
7
EXHIBIT 1
RIGGS NATIONAL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
Under the terms and conditions of the Riggs National Corporation (the
"Corporation") 1993 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 The Riggs
National Bank of Washington D.C. ("Riggs"), the option to purchase 430,000
shares of the Corporation's Common Stock, $2.50 par value (the "Shares") at
a price of $9.88 per share, subject to adjustment as provided in the Plan.
This option is intended to be a NONQUALIFIED STOCK OPTION.
The option shall vest as of the date of this Agreement but shall not be
exercisable until the earliest to occur of the following dates, in which
case, provided the Optionee is still employed by Riggs, on such date:
1. June 5, 1998
2. the date on which the reported closing price of Riggs National
Corporation Common Stock has been at least $12.00 per share
("Target Stock Price") on 90% of the trading days during any
consecutive 6-month period; and
3. the date on which a Change in Control occurs (as defined in the
Plan).
For purposes of this Agreement, "trading days" means those days on which
trading on NASDAQ National Market Issues 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 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 be for a term commencing on the date hereof and ending one
day prior to ten (10) years from such date. 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. Subject to the terms of the Plan,
shares subject to option which have become exercisable shall be exercisable
in full or in part during the entire remaining term of this option. In the
event this option has become exercisable while the Optionee is employed by
Riggs and the Optionee terminates employment from Riggs, subject to the
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 this option shall expire one year after the Optionee's
death. This option shall be exercisable in the manner specified in the Plan.
<PAGE>
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 the rights under the
Plan, as well as all of the terms and conditions which may limit his
eligibility to exercise this option.
Dated: March 9, 1994
---------------------
RIGGS NATIONAL CORPORATION
/s/ Timothy C. Coughlin
---------------------------------------
Timothy C. Coughlin, President
Accepted:
/s/ Joe L. Allbritton
- --------------------------------
Optionee
EXHIBIT 2
RIGGS NATIONAL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
Under the terms and conditions of the Riggs National Corporation (the
"Corporation") 1993 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 the corporation and its subsidiaries
(collectively, "Riggs") the option to purchase 300,000 shares of the
Corporation's Common Stock, $2.50 par value (the "Shares") at a price of
$10.63 per share, subject to adjustment as provided in the Plan. This option
is intended to be a NONQUALIFIED STOCK OPTION.
The option shall vest and be exercisable provided the Optionee is still
employed by Riggs, as follows:
(i) 100,000 shares will vest and be exercisable as of 7/12/95;
(ii) 100,000 shares will vest and become exercisable if the return of
assets ("ROA") for Riggs is at 12/31/96 is at least 100 basis
points;
(iii) 100,000 shares will vest and become exercisable if the ROA for
Riggs at 12/31/97 is at least 110 basis points;
(iv) Should the ROA not reach the targets for year-end 1996 and 1997,
but reach 110 basis points for the year ending 1998, 1999, or 2000,
then the 200,000 shares of (ii) and (iii) above will vest and
become exercisable; and
(v) the date on which a Change of Control occurs (as defined in the
Plan) in the event a Change of Control occurs prior to December 31,
2000.
This option shall be for a term commencing July 12, 1995 and ending December
31, 2000. 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. Subject to
the terms of the Plan, shares subject to option which have become exercisable
shall be exercisable in full or in part during the entire remaining term of
this option. In the event this option has become exercisable while the
Optionee is employed by Riggs and the Optionee terminates employment from
Riggs, subject to the 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 this option shall expire one year
after the Optionee's death. This option shall be exercisable in the manner
specified in the Plan.
<PAGE>
The Optionee hereby accepts and agrees to be bound by all of the terms and
conditions of the Plan as if the Plan had been set out verbatim in this
Agreement.
By signing a copy of this Agreement, the Optionee acknowledges that he/she
has read the Plan, and that he/she fully understands all of the rights under
the Plan, as well as all of the terms and conditions which may limit his/her
eligibility to exercise this option.
Dated: July 12, 1995
- ---------------------------------
Accepted:
/s/ Joe L. Allbritton
- ---------------------------------
Optionee
EXHIBIT 3
RIGGS NATIONAL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
Under the terms and conditions of the Riggs National Corporation (the
"Corporation") 1993 and 1994 Stock Option Plans (the "Plans"), copies of
which are 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 the corporation and its subsidiaries
(collectively, "Riggs"), the option to purchase 224,000 shares of the
Corporation's Common Stock, $2.50 par value (the "Shares") at a price of
$12.00 per share, subject to adjustment as provided in the Plans. Of these
224,000 options, 100,000 shares are from the 1994 Plan and 124,000 are from
the 1993 Plan. This option is intended to be a NONQUALIFIED STOCK OPTION.
The option shall vest and become exercisable on the date of the grant, April
10, 1996.
This option shall be for a term commencing on April 10, 1996 and ending one
day prior to ten (10) years from such date. 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. Subject to the terms of the Plan,
shares subject to option which have become exercisable shall be exercisable
in full or in part during the entire remaining term of this option. In the
event this option has become exercisable while the Optionee is employed by
Riggs and the Optionee terminates employment from Riggs, subject to the
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 this option shall expire one year after the Optionee's
death. This option shall be exercisable in the manner specified in the
Plans.
The Optionee hereby accepts and agrees to be bound by all of the terms and
conditions of the Plans as if the Plans had been set out verbatim in this
Agreement.
By signing a copy of this Agreement, the Optionee acknowledges that he
accepts these options, that he fully understands all of the rights under the
Plans, as well as all of the terms and conditions which may limit his
eligibility to exercise this option.
Accepted:
/s/ Joe L. Allbritton April 19, 1996
- -------------------------- ------------------------
Optionee Date
