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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, 1998
[ ] 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, 1998
and 1997 and for the year ended December 31, 1998, 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 29, 1999 /s/ PATTI B. YODER
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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, 1998 and 1997
Together with Auditors' Report
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[ARTHUR ANDERSEN LLP LOGO]
Report of 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 benefits
of The Riggs Bank N.A. 401(k) Plan (the "Plan") as of December 31, 1998 and
1997, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1998. 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.
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.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audit was 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 the purpose 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 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 24, 1999
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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, 1998 and 1997 4
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1998 5
Notes to Financial Statements
As of December 31, 1998 and 1997 6
Schedule I - Schedule of Assets Held for Investment Purposes
As of December 31, 1998 10
Schedule II - Schedule of Reportable Transactions
For the Year Ended December 31, 1998 11
Schedule III - Schedule of Changes in Net Assets Available
for Plan Benefits with Fund Information
For the Year Ended December 31, 1998 12
Schedules Omitted Because There Were No Such Items
For the Year Ended December 31, 1998:
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, 1998 and 1997
1998 1997
---- ----
<S> <C> <C>
Investments, at Fair Value:
Prime Money Market Fund $ 1,595,537 $ 1,148,495
U.S. Treasury Money Market Fund 812,686 540,378
U.S. Government Securities Fund 1,052,868 766,144
Stock Fund 8,360,470 6,149,931
Small Company Stock Fund 3,124,502 2,294,810
Riggs Common Stock Fund 829,120 591,129
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Total Investments 15,775,183 11,490,887
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Receivables:
Participant Contributions 126,115 25,944
Employer Contributions 1,034,842 874,084
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Total Receivables 1,160,957 900,028
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Net Assets Available for Plan Benefits $16,936,140 $12,390,915
============= ==============
</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, 1998
1998
----
<S> <C>
Additions to Net Assets:
Contributions:
Participant Contributions $ 2,938,143
Employer Contributions 2,084,345
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Total Contributions 5,022,488
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Investment Income:
Dividends and Interest 2,099,880
Net Depreciation in Market
Value of Investments (1,318,056)
Loss on Sale of Investments (98,397)
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Total Investment Income 683,427
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Total Additions to Net Assets 5,705,915
Deductions From Net Assets:
Benefits Paid to Participants 1,160,690
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Total Deductions from Net Assets 1,160,690
Net Increase in Net Assets Available for
Plan Benefits 4,545,225
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Net Assets Available for Plan Benefits,
Beginning of year 12,390,915
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Net Assets Available for Plan Benefits,
End of year $16,936,140
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</TABLE>
The accompanying notes are an integral part of this financial statement.
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The Riggs Bank N.A. 401(k) Plan
Notes to Financial Statements
As of December 31, 1998 and 1997
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. 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
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. 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. 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 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, 1998, forfeitures totaled $68,850. 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 December 3, 1997, 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 Funds' family of mutual funds and in
the Riggs National Corporation 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:
Riggs Prime Money Market Fund -- seeks to provide current income
consistent with stability of principal and liquidity by investing in a
wide range of high quality U.S. and foreign money market securities with
an average maturity of 90 days or less;
Riggs U.S. Treasury Money Market Fund -- seeks to provide current income
with stability of principal and liquidity by investing in U.S. Treasury
Bills and notes with an average maturity of 90 days or less;
Riggs U.S. Government Securities Fund -- seeks to achieve current income
by investing in a diversified portfolio of U.S. Government,
mortgage-backed and investment grade corporate securities with a typical
average maturity of 5 to 10 years;
Riggs Stock Fund -- seeks to provide growth of capital and income
primarily through investments in stocks issued by high quality, large
capitalization companies with stable earnings histories and dividends
that are growing at above-average rates;
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4. Investment Policy, Continued
Riggs Small Company Stock Fund -- seeks to provide long-term capital
appreciation through equity investments issued primarily by smaller U.S.
companies with a market value capitalization of up to $1.2 billion; and
The Riggs National Corporation 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, 1998 and 1997, 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. Govt. Small
Prime Money Securities Stock Company
Market Fund Fund Fund Stock Fund
-------------- -------------- ------------ ---------------
<S> <C> <C> <C> <C>
Investments, at Fair
Market Value
December 31, 1998 $1,595,537 $1,052,868 $8,360,470 $3,124,502
Investments, at Fair
Market Value
December 31, 1997 $1,148,495 $ 766,144 $6,149,931 $2,294,810
</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, 1998 and 1997, and in the
statement of changes in net assets available for plan benefits for the year
ended December 31, 1998.
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7. Plan Changes
There were no significant changes to the Plan during the Plan year ended
December 31, 1998.
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.
9. Subsequent Event
In October, 1997 the Company acquired J. Bush & Co. Incorporated ("J. Bush &
Co."), a privately-held investment advisor. During 1998, the decision was made
to liquidate the 401(k) Plan of J. Bush & Co. and transfer the funds of the plan
to the Riggs Bank N.A. 401(k) Plan. The J. Bush & Co. Plan was liquidated on
December 31, 1998 for $815,986, and subsequent to year-end, the funds were
transferred into the Riggs Bank N.A. Plan.
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Schedule I
The Riggs Bank N.A. 401(k) Plan
Item 27a - Supplemental Schedule of Assets Held For Investment Purposes
As of December 31, 1998
Current
Cost Value
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<S> <C> <C>
Riggs Funds:
Money Market-
Prime Money Market Fund* $ 1,617,945 $ 1,595,537
U.S. Treasury Money Market Fund* 816,687 812,686
Mutual Funds-
U.S. Government Securities Fund 1,023,319 1,052,868
Stock Fund* 8,259,438 8,360,470
Small Company Stock Fund* 3,753,311 3,124,502
Riggs Common Stock Fund (Equity Stock) 999,070 829,120
</TABLE>
* Denotes party-in-interest.
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, 1998
Number of
Identity Transactions Total
of Party ----------------- Purchase Selling Cost of Net
Involved Description of Asset Purchases Sales Price Price Assets Gain/(Loss)
- --------------- ------------------------ ---------- ------ ----------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Riggs Funds* Prime Money Market Fund 94 103 $1,427,637 $964,930 $964,930 $ -
Riggs Funds* U.S. Treasury Money
Market Fund 68 44 403,869 129,138 129,138 -
Riggs Funds* U.S. Government
Securities Fund 88 61 512,600 241,087 235,324 5,763
Riggs Funds* Stock Fund 107 120 3,158,109 1,184,983 1,184,005 978
Riggs Funds* Small Company Stock Fund 117 92 2,094,957 548,985 568,061 (19,076)
RNC* Riggs Common Stock Fund 43 15 692,436 217,962 161,631 56,331
</TABLE>
* Denotes party-in-interest.
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, 1998
U.S.
Prime Treasury U.S. Small Riggs
Money Money Govt. Company Common
Market Market Securities Stock Stock Stock Total
---------- ----------- ---------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Additions to Net Assets
Attributed
To Investment Income:
Interest and Dividend
Income $ 66,072 $ 27,885 $ 48,601 $1,430,268 $ 526,995 $ 59 $ 2,099,880
Net Appreciation/(Depreciation)
in Fair Market Value of
Investments - - 18,510 (299,417) (799,811) (237,338) (1,318,056)
Gain/(Loss) on Sale of
Investments - - 1,029 (36,852) (43,885) (18,689) (98,397)
Participant Contributions 227,293 130,382 169,719 1,280,903 856,311 273,535 2,938,143
Employer Contributions 346,008 96,737 120,186 807,523 510,281 203,610 2,084,345
---------- ----------- ---------- ----------- ----------- --------- -----------
Total Additions 639,373 255,004 358,045 3,182,425 1,049,891 221,177 5,705,915
---------- ----------- ---------- ----------- ----------- --------- -----------
Interfund Transfers 204,363 55,404 21,899 (390,705) (216) 109,255 -
Deductions:
Deductions from Net Assets
Attributed to:
Distribution to
Participants 380,468 29,657 72,921 497,921 141,595 38,128 1,160,690
---------- ----------- ---------- ----------- ----------- --------- -----------
Total Deductions 380,468 29,657 72,921 497,921 141,595 38,128 1,160,690
---------- ----------- ---------- ----------- ----------- --------- -----------
Net Increase 463,268 280,751 307,023 2,293,799 908,080 292,304 4,545,225
---------- ----------- ---------- ----------- ----------- --------- -----------
Net Assets Available for
Plan Benefits:
---------- ----------- ---------- ----------- ----------- --------- -----------
Beginning of Year 1,411,527 582,897 809,917 6,466,339 2,472,362 647,873 12,390,915
---------- ----------- ---------- ----------- ----------- --------- -----------
End of Year $1,874,795 $863,648 $1,116,940 $8,760,138 $3,380,442 $940,177 $16,936,140
========== =========== ========== =========== =========== ========= ===========
</TABLE>
The accompanying notes are an integral part of this schedule.
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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(23) Consent of Independent Accountants
Exhibits omitted are not required or not applicable.
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated June 24, 1999 on The Riggs Bank N.A. 401 (k)
Plan included in this Form 11-K filed June 29, 1999, into the Riggs National
Corporation's previously filed Form S-8, Registration Statement No. 33-52451.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
June 29, 1999
