UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26 and 5)*
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) 789-2130
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 15, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d- 1(g), check
the following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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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) 10,424,489 (b) 1,732
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 2,505,511 (b) 2,030,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 10,424,489 (b) 1,732
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 2,505,511 (b) 2,030,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 12,930,000 (b) 2,031,732
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 37.9% (b) 6.6%
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 26 TO THE SCHEDULE 13D PREVIOUSLY FILED BY JOE L.
ALLBRITTON AND AMENDMENT NUMBER 5 TO THE SCHEDULE 13D PREVIOUSLY FILED BY
BARBARA B. ALLBRITTON.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended to add:
On April 15, 1998, 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 1,150,000 shares of Common Stock for $30.375 per share
(the fair market value on the date of grant). They are immediately exercisable.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as of April 15, 1998 as follows:
(a) Mr. Allbritton, directly and indirectly, beneficially owns in the
aggregate 12,930,000 shares of Common Stock, representing 37.9% of the
outstanding Common Stock. Included in these shares are 3,504,000 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 2,031,732 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, 10,424,489 shares of
Common Stock (as to which Mrs. Allbritton disclaims beneficial ownership). Of
these shares, 3,504,000 are subject to options that are exercisable but that
have not been exercised. 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. These options are part
of the options granted by the Company under its stock option plans to purchase
3,604,000 shares of Common Stock for prices ranging from $9.88 to $30.375 per
share. The remaining 100,000 shares are subject to options that are not
presently (or within sixty days) exercisable; thus, these shares are not
included in the total number of shares that Mr. or Mrs. Allbritton is deemed to
beneficially own.
In addition as described below, Mr. Allbritton has shared power to
vote, or to direct the vote of, 2,505,511 shares of Common Stock, consisting of
475,511 shares owned by Allwin, 500,000 shares held by The Allbritton Foundation
(the "Foundation"), 200,000 shares held by the Allbritton Art Institute (the
"Institute") and 1,330,000 shares purchased by Mrs. Allbritton. Mr. Allbritton
shares the power to vote and to dispose of 475,511 shares of Common Stock (as to
which Mrs. Allbritton disclaims ownership) with Allwin, the record and
beneficial owner of such shares. Mr.
<PAGE>
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 500,000 of the shares of Common Stock with the
trustees of 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. Two of the other trustees of the
Foundation are Mrs. Allbritton and Robert L. Allbritton, their son. Mr.
Allbritton shares the power to vote and power to dispose of 200,000 shares of
the Common Stock with the trustees of the Institute, a public charity organized
under Texas law 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 Institute 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 2,030,000 shares as follows: 1,330,000
shares of Common Stock with Mr. Allbritton pursuant to arrangements described in
(c) below, 500,000 shares of Common Stock with the trustees of the Allbritton
Foundation as described above, and 200,000 shares of Common Stock with the
trustees of the Institute as described above.
With regard to the Foundation and the Institute, neither the income nor
the assets of either may inure to the benefit of, or be distributed to, any
private individual, including their founder and control persons. Although Mr.
and Mrs. Allbritton necessarily have no economic interest in the Common Stock
held by the Foundation and the Institute, as trustees of the Foundation and the
Institute 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 and the
Institute will be made by the trustees of the Foundation and the Institute 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 500,000 shares of Common Stock owned by the Foundation and the 200,000
shares of Common Stock owned by the Institute.
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 Bank N.A. is one of three trustees.
After taking into account the foregoing, Mr. Allbritton may be deemed
the beneficial owner of 37.9% of the outstanding Common Stock of the Company, or
of 35.9% if the shares owned by the Foundation and the Institute are excluded.
501322.03
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After taking into account the foregoing, Mrs. Allbritton may be deemed
the beneficial owner of 6.6% of the outstanding Common Stock of the Company, or
of 4.4% if the shares owned by the Foundation and the Institute are excluded.
(c) During the sixty (60) days prior to April 15, 1998, the Foundation
and the Institute made the following sales through brokerage transactions:
PERSON DATE NUMBER OF SHARES PRICE
Foundation 02/19/98 20,000 27.000
Foundation 03/02/98 1,000 27.125
Foundation 03/02/98 9,000 27.000
Institute 03/05/98 4,000 27.125
Institute 03/05/98 4,000 27.108
Institute 03/05/98 1,000 27.000
Institute 03/05/98 1,000 27.063
Institute 03/05/98 24,000 27.021
Institute 03/11/98 4,000 27.000
Institute 03/12/98 2,500 27.000
Institute 03/13/98 4,000 27.000
Institute 03/16/98 55,500 27.000
Foundation 03/16/98 24,000 27.000
Foundation 03/16/98 1,000 27.125
Foundation 03/17/98 5,000 27.000
Institute 03/31/98 10,000 28.000
Institute 04/01/98 14,000 28.000
Institute 04/01/98 1,000 28.063
Institute 04/02/98 20,000 28.000
Institute 04/02/98 5,000 28.125
Institute 04/03/98 15,000 28.000
Institute 04/06/98 35,000 28.000
(d) No change.
Item 7. EXHIBITS.
l. Option agreement relating to option granted April 15, 1998.
<PAGE>
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: June 30, 1998
/s/ Joe L. Allbritton
Joe L. Allbritton
/s/ Barbara B. Allbritton
Barbara B. Allbritton
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RIGGS NATIONAL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
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
Non-Employees Directors Committee, the Corporation hereby grants to Joe L.
Allbritton (the "Optionee") of the Corporation and its subsidiaries
(collectively, "Riggs") the option to purchase 1,150,000 shares of the
Corporation's Common Stock, $2.50 par value (the "Shares") at a price of $30.375
per share, subject to adjustment as provided in the Plan. This option is
intended to be a NONQUALIFIED STOCK OPTION.
100% of this option shall vest and become exercisable on the date of the grant,
April 15, 1998.
Subject to earlier termination, this option shall be for a term commencing on
April 15, 1998 and ending one day prior to ten (10) years from such date.
Subject to the terms of the Plan, shares subject to option shall be exercisable
in full or in part during the entire remaining term of this option. In the event
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 the option shall expire three (3)
months 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.
Pursuant to the direction of the Non-Employee Directors Committee as authorized
by Section 6(f) of the Plan, this option is transferable by the Optionee.
By signing a copy of this Agreement, the Optionee hereby accepts this option and
agrees to be bound by the terms and conditions of this Agreement and the Plan,
including those terms and conditions which may limit his eligibility to exercise
this option.
Dated as of: April 15, 1998
Accepted: Riggs National Corporation
/s/ Joe L. Allbritton By: /s/ Timothy C. Coughlin
Joe L. Allbritton Timothy C. Coughlin
April 16, 1998
