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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File Number 0-9756
THE RIGGS BANK N.A. 401(k) PLAN
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(Full title of the plan)
800 17TH STREET, N.W., WASHINGTON, D.C. 20006
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(Address of the plan) (Zip Code)
RIGGS NATIONAL CORPORATION
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(Name of issuer of the securities held pursuant to the plan)
1503 PENNSYLVANIA AVENUE, N.W., WASHINGTON, D.C. 20005
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(Address of principal executive offices) (Zip Code)
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements and supplemental schedules as of December 31, 1997
and 1996 and for the year ended December 31, 1997, prepared in
accordance with financial reporting requirements of ERISA.
Beginning at the next page of this document.
(b) Exhibits
The following exhibit is furnished to this Form 11-K:
(23) Consent of Independent Accountants
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrative committee (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE RIGGS BANK N.A. 401(k) PLAN
Date: June 26, 1998 /s/ PATTI B. YODER
--------------------------- --------------------------------
Patti B. Yoder
Director, Human Resources
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[ARTHUR ANDERSEN LLP LOGO]
The Riggs Bank N.A.
401(k) Plan
Financial Statements
As of December 31, 1997 and 1996
Together with Auditors' Report
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[ARTHUR ANDERSEN LLP LOGO]
REPORT OF THE INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of The
Riggs Bank N.A. 401(k) Plan:
We have audited the accompanying statements of net assets available for plan
benefits of The Riggs Bank N.A. 401(k) Plan (the "Plan") as of December 31, 1997
and 1996, and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1997. These financial statements and
the schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Riggs Bank N.A., the trustee
of the Plan, and transactions in those assets were excluded from the scope of
our audit of the Plan's 1996 financial statements, except for comparing the
information provided by the trustee, which is summarized in Note 6, with the
related information included in the financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of December 31, 1996. The form and content of the information included in the
1996 financial statements, other than that derived from the information
certified by the trustee, have been audited by us and, in our opinion, are
presented in compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
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In our opinion, the financial statements, referred to above, present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997, and the changes in its net assets available for plan
benefits for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
Our audits of the Plan's financial statements as of and for the year ended
December 31, 1997, were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, "Schedule of
Assets Held for Investment Purposes," "Schedule of Reportable Transactions," and
"Schedule of Changes in Net Assets Available for Plan Benefits with Fund
Information" are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements for the year ended
December 31, 1997, and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
June 26, 1998
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The Riggs Bank N.A. 401(k) Plan
TABLE OF CONTENTS
PAGE
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1997 and 1996 4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Year Ended December 31, 1997 5
NOTES TO FINANCIAL STATEMENTS
As of December 31, 1997 and 1996 6
SCHEDULE I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1997 10
SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1997 11
SCHEDULE III - SCHEDULE OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
For the Year Ended December 31, 1997 12
SCHEDULES OMITTED BECAUSE THERE WERE NO SUCH ITEMS
For the Year Ended December 31, 1997:
Nonexempt Transactions
Leases in Default or Classified as uncollectable
Loans or Fixed-Income Obligations in Default
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<TABLE>
<CAPTION>
The Riggs Bank N.A. 401(k) Plan
Statements of Net Assets Available for Plan Benefits
As of December 31, 1997 and 1996
1997 1996
---- ----
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE:
Prime Money Market Fund $ 1,148,495 $ 576,899
U.S. Treasury Money Market Fund 540,378 372,411
Bond Fund 766,144 542,924
Stock Fund 6,149,931 3,673,159
Small Capitalization Fund 2,294,810 623,814
Riggs Common Stock Fund 591,129 193,154
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Total Investments 11,490,887 5,982,361
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RECEIVABLES:
Participant Contributions 25,944 24,306
Employer Contributions 874,084 865,689
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Total Receivables 900,028 889,995
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Net Assets Available for Plan Benefits $12,390,915 $6,872,356
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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<TABLE>
<CAPTION>
The Riggs Bank N.A. 401(k) Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1997
1997
----
<S> <C>
Additions to Net Assets:
Contributions:
Participant Contributions $ 2,325,996
Employer Contributions 1,780,320
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Total Contributions 4,106,316
------------
Investment Income:
Dividends and Interest 1,865,065
Net Depreciation in Market
Value of Investments (6,979)
Gain on Sale of Investments 141,364
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Total Investment Income 1,999,450
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Total Additions to Net Assets 6,105,766
Deductions From Net Assets:
Benefits Paid to Participants 587,207
------------
Total Deductions from Net Assets 587,207
Net Increase in Net Assets Available for
Plan Benefits 5,518,559
------------
Net Assets Available for Plan Benefits,
Beginning of year 6,872,356
------------
Net Assets Available for Plan Benefits,
End of year $12,390,915
============
</TABLE>
The accompanying notes are an integral part of this financial statement.
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<PAGE>
The Riggs Bank N.A. 401(k) Plan
Notes to Financial Statements
As of December 31, 1997 and 1996
1. PLAN SUMMARY
The Riggs Bank N.A. 401(k) Plan (the "Plan") was established effective October
1, 1993, to provide eligible employees the ability to defer a portion of their
salary for Federal income tax purposes.
The Plan is available to employees of the Riggs National Corporation (the
"Company") and its subsidiary bank, Riggs Bank N.A. (formerly known as The Riggs
National Bank of Washington, D.C., The Riggs National Bank of Maryland and The
Riggs National Bank of Virginia, which were merged on March 29, 1996). Employees
are eligible to participate in the Plan after completing one year of service and
attaining the age of 21.
The Plan allows participants to defer 1 to 12 percent of their salary. The Plan
also allows for employer contributions, at the discretion of the Board of
Directors, of up to 2 percent of employee compensation. The discretionary
contribution is allocated to participants without regard to their contributions.
The Company contributes, as a matching contribution, an amount equal to 100
percent of a participant's first $100 of contributions and 50 percent of the
balance of the amount of the participant's contributions up to 6 percent of the
employee's compensation. Bonuses and incentive compensation are excluded from
the definition of compensation for matching purposes. Participants that
terminate service before the end of the Plan year are not eligible to receive
discretionary employer contributions, if made.
Participants vest at a rate of 20 percent per year of service with the Company
for employer contributions and are 100 percent vested in their contributions and
related accumulated earnings. Vesting of employer contributions occurs at the
end of the fifth year of employee service. Upon termination of service, a
participant will receive a lump-sum amount equal to the value of the
participant's vested interest in his or her account.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
Administrative expenses of the Plan are paid by Riggs Bank N.A. For the year
ended December 31, 1997, forfeitures totaled $33,683. This amount will be used
to reduce future employer contributions.
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2. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of investments and receivables and disclosure of
contingencies at the date of the financial statements and the reported amounts
of additions and deductions during the reporting period. Actual results could
differ from those estimates.
3. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated April 29, 1995, that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC). Therefore, no
provision for income taxes has been included in the Plan's financial statements.
The Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
provisions of the IRC.
4. INVESTMENT POLICY
The Plan assets are invested in the Riggs Investment Management Company
("RIMCO") family of mutual funds and in the Riggs Common Stock Fund. The amount
invested in the individual funds is determined by the participants. The six
investment options participants can choose are as follows:
RIMCO Monument Prime Money Market Fund -- seeks to provide current
income consistent with stability of principal and liquidity by
investing exclusively in a portfolio of money market instruments
maturing in 13 months or less;
RIMCO Monument U.S. Treasury Money Market Fund -- seeks to provide
current income consistent with stability of principal and liquidity
by investing in U.S. Treasury obligations;
RIMCO Monument Bond Fund -- seeks to achieve current income by
investing in a diversified portfolio of investment-grade securities and
will attempt to maintain an average weighted portfolio maturity of
between five and ten years;
RIMCO Monument Stock Fund -- seeks to provide growth of capital and
income primarily through equity investments such as common stocks and
securities convertible into common stocks;
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4. INVESTMENT POLICY, CONTINUED
RIMCO Monument Small Capitalization Fund -- seeks to provide long-term
capital appreciation through equity investments such as common stocks
and securities convertible into common stocks of companies that have a
market value of up to $1 billion; and
The Riggs Common Stock Fund -- seeks to provide long-term capital
appreciation through equity investments in the Company's common stock.
Investments are stated at market value, as determined by the Trustee by
reference to published market data. Dividends are reinvested in additional
shares which are recorded at market value when received.
5. PARTICIPANT-DIRECTED INVESTMENT PROGRAMS
At December 31, 1997 and 1996, the current values of individual investments that
represent five percent or more of the Plan's net assets were as follows:
<TABLE>
<CAPTION>
U.S. Treasury Small
Prime Money Money Market Bond Stock Capitalization
Market Fund Fund Fund Fund Fund
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments, at Fair
Market Value
December 31, 1997 $1,148,495 $540,378 $766,144 $6,149,931 $2,294,810
Investments, at Fair
Market Value
December 31, 1996 576,899 372,411 542,924 3,673,159 623,814
</TABLE>
6. SUMMARY OF INFORMATION CERTIFIED BY PLAN TRUSTEE
The Trustee, Riggs Bank N.A. (a subsidiary of Riggs National Corporation), has
supplied the plan administrator with a certification as to the completeness and
accuracy of all information presented in the accompanying statements of net
assets available for plan benefits as of December 31, 1997 and 1996, and in the
statement of changes in net assets available for plan benefits for the year
ended December 31, 1997.
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7. PLAN CHANGES
There were no significant changes to the Plan during the Plan year ended
December 31, 1997.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO THE IRS FORM 5500
There were no reconciling differences between net assets available for plan
benefits reported in the accompanying financial statements and the Form 5500
filed with the Internal Revenue Service.
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<TABLE>
<CAPTION>
SCHEDULE I
The Riggs Bank N.A. 401(k) Plan
Item 27a - Supplemental Schedule of Assets Held For Investment Purposes
As of December 31, 1997
Current
Cost Value
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<S> <C> <C>
RIMCO MONUMENT FUNDS:
Money Market-
Prime Money Market Fund* $ 1,155,237 $ 1,148,495
U.S. Treasury Money Market Fund* 541,956 540,378
Corporate Obligations-
Bond Fund* 746,043 766,144
Equity Stock-
Stock Fund* 6,283,985 6,149,931
Small Capitalization Fund* 2,226,415 2,294,810
RIGGS COMMON STOCK FUND (EQUITY STOCK) 478,061 591,129
<FN>
* Denotes party-in-interest.
</FN>
</TABLE>
The accompanying notes are an integral part of this schedule.
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<TABLE>
<CAPTION>
SCHEDULE II
The Riggs Bank N.A. 401(k) Plan
Item 27d - Supplemental Schedule of Reportable Transactions
For the Year Ended December 31, 1997
Number of
Transactions
Identity --------------------- Total
of Party Purchase Selling Cost of Net
Involved Description of Asset Purchases Sales Price Price Assets Gain
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
RIMCO* Prime Money Market Fund 73 86 $ 948,644 $372,591 $372,591 $ -
RIMCO* U.S. Treasury Money
Market Fund 53 45 269,853 99,867 99,867 -
RIMCO* Bond Fund 65 59 349,500 148,256 147,816 440
RIMCO* Stock Fund 102 77 3,425,582 798,498 672,667 125,831
RIMCO* Small Capitalization Fund 116 39 1,759,002 153,524 139,325 14,199
RNC* Riggs Common Stock Fund 24 5 395,619 134,958 86,767 48,191
<FN>
* Denotes party-in-interest.
</FN>
</TABLE>
The accompanying notes are an integral part of this schedule.
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<TABLE>
<CAPTION>
SCHEDULE III
The Riggs Bank N.A. 401(k) Plan
Supplemental Schedule of Changes in Net Assets
Available for Plan Benefits With Fund Information
For the Year Ended December 31, 1997
U.S.
Prime Treasury Riggs
Money Money Small Common
Market Market Bond Stock Capitalization Stock Total
------------- ------------- ------------ ------------- -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Additions to Net Assets
Attributed to
Investment Income:
Interest and
Dividend Income $ 56,568 $ 24,913 $ 43,916 $1,357,814 $ 377,194 $ 4,660 $1,865,065
Net Appreciation/
(Depreciation) in Fair
Market Value
of Investments - - 18,262 (234,608) 55,971 153,396 (6,979)
Gain on Sale of Investments - - 789 108,047 12,249 20,279 141,364
Participant Contributions 221,097 130,479 158,880 1,140,542 510,440 164,558 2,325,996
Employer Contributions 347,399 97,975 106,947 748,983 361,699 117,317 1,780,320
------------- ------------- ------------ ------------- -------------- ------------ --------------
Total Additions 625,064 253,367 328,794 3,120,778 1,317,553 460,210 6,105,766
------------- ------------- ------------ ------------- -------------- ------------ --------------
Interfund Transfers (57,534) (61,035) (87,534) (340,420) 527,112 19,411 -
DEDUCTIONS:
Deductions from Net Assets
Attributed to:
Distribution
to Participants 98,669 26,899 24,286 288,717 92,676 55,960 587,207
------------- ------------- ------------ ------------- -------------- ------------ --------------
Total Deductions 98,669 26,899 24,286 288,717 92,676 55,960 587,207
------------- ------------- ------------ ------------- -------------- ------------ --------------
Net Increase 468,861 165,433 216,974 2,491,641 1,751,989 423,661 5,518,559
------------- ------------- ------------ ------------- -------------- ------------ --------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
------------- ------------- ------------ ------------- -------------- ------------ --------------
Beginning of Year 942,666 417,464 592,943 3,974,698 720,373 224,212 6,872,356
------------- ------------- ------------ ------------- -------------- ------------ --------------
End of Year $1,411,527 $582,897 $809,917 $6,466,339 $2,472,362 $647,873 $12,390,915
============= ============= ============ ============= ============== ============ ==============
</TABLE>
The accompanying notes are an integral part of this schedule.
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- --------------- ---------------------------------------------------------------
(23) Consent of Independent Accountants
Exhibits omitted are not required or not applicable.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated June 26, 1998 on The Riggs Bank N.A. 401(k)
Plan included in this Form 11-K filed June 26, 1998, into the Riggs National
Corporation's previously filed Form S-8, Registration Statement No. 33-52451.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
June 26, 1998
