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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, 1999
[ ] 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, 1999
and 1998 and for the year ended December 31, 1999, 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 23, 2000 /s/ ANNETTE WIGTON
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Annette Wigton
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, 1999 and 1998
Together With Auditors' Report
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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, 1999 and
1998, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule, "Schedule of Assets Held
for Investment Purposes," is presented for purposes of additional analysis and
is not a required part of the basic financial statements but is 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 schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
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Vienna, Virginia
June 23, 2000
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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, 1999 and 1998 1
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999 2
Notes to Financial Statements
As of December 31, 1999 and 1998 3
Schedule I-Schedule of Assets Held for Investment Purposes
As of December 31, 1999 8
Certain other supplemental schedules not
filed herewith are omitted because of the
absence of conditions under which they are
required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure
under ERISA.
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The Riggs Bank N.A. 401(k) Plan
Statements of Net Assets Available for Plan Benefits
As of December 31, 1999 and 1998
1999 1998
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<S> <C> <C>
Investments, at fair market value:
Riggs Prime Money Market Fund $ 2,316,906 $ 1,595,537
Riggs U.S. Treasury Money Market Fund 1,142,963 812,686
Riggs U.S. Government Securities Fund 1,121,790 1,052,868
Riggs Stock Fund 7,185,864 8,360,470
Riggs Small Company Stock Fund 2,765,321 3,124,502
Riggs Common Stock Fund 992,755 829,120
Invesco Balanced Fund 320,054 --
AIM Weingarten A Fund 685,545 --
Federated Max-Cap Fund 1,254,513 --
Invesco Dynamics Fund 638,711 --
EuroPacific Growth Fund 332,773 --
Invesco Health Sciences Fund 240,977 --
Invesco Technology Fund - Class II 1,451,407 --
Pioneer Money Market Fund 89,537 --
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Total investments 20,539,116 15,775,183
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Receivables:
Participant contributions -- 126,115
Employer contributions -- 1,034,842
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Total receivables -- 1,160,957
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Net assets available for plan benefits $20,539,116 $16,936,140
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The accompanying notes are an integral part of this statement.
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The Riggs Bank N.A. 401(k) Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999
1999
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<S> <C>
Additions to net assets:
Contributions-
Participant contributions $ 3,307,886
Employer contributions 1,180,826
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Total contributions 4,488,712
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Investment income-
Dividends and interest 23,188
Net appreciation in fair market value of investments 471,010
Gain on sale of investments 88,028
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Total investment income 582,226
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Total additions to net assets 5,070,938
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Transfers from J. Bush (Note 8) 815,985
Deductions from net assets:
Benefits paid to participants 2,283,947
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Total deductions from net assets 2,283,947
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Net increase in net assets available for plan benefits 3,602,976
Net assets available for plan benefits, beginning of year 16,936,140
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Net assets available for plan benefits, end of year $20,539,116
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The accompanying notes are an integral part of this statement.
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The Riggs Bank N.A. 401(k) Plan
Notes to Financial Statements
As of December 31, 1999 and 1998
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
who are regularly scheduled to work 20 or more hours per week are
eligible to participate in the Plan after completing two full calendar
months of service and attaining the age of 21.
The Plan allows participants to defer 1 to 15 percent of their
salary. After a participant has completed one or more years of
service, 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. As of
December 31, 1999,forfeited nonvested accounts available to reduce
future employer contributions totaled $199,714.
2. Summary of Accounting Policies:
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
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.
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Income Recognition
Interest income is recorded as earned on the accrual basis. Dividend
income is recorded on the ex-dividend date. Purchases and sales of
securities are recorded on a trade-date basis.
Investment Valuation
Investments of the Plan are stated at fair market value based on quoted
market prices or quoted net asset values on the last business day
of the Plan year.
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 various mutual funds and in the
Riggs National Corporation Common Stock Fund. The amount invested
in the individual funds is determined by the participants. The
thirteen investment options participants can choose are as follows:
Riggs Prime Money Market Fund - Y Shares - This fund invests primarily
in high quality, short-term securities (maturing in 13 months or less)
issued by the federal, state and local governments, major
corporations, and banks. Its objective is to provide current income
while also providing stability of principal (the amount invested) and
liquidity. Investment returns on this fund will fluctuate with market
conditions, including changes in interest rates.
Riggs U.S. Treasury Money Market Fund - Y Shares - This fund invests
in obligations maturing in 13 months or less which are issued by
the U.S. Government, and repurchase agreements fully
collateralized by U.S. Treasury obligations. Its objective is to
provide current income while also providing stability of
principal (the amount invested) and liquidity. Investment returns on
this fund will fluctuate with market conditions, including changes
in interest rates.
Riggs U.S. Government Securities Fund - R Shares - This fund
primarily invests in high-quality corporate debt obligations,
mortgage-backed securities, and U.S. Government obligations. Its
objective is to achieve current income. The investment returns and
price of shares of this fund will fluctuate with market
conditions, including changes in interest rate.
Riggs Stock Fund - R Shares - This fund invests primarily in
equity investments, such as common stocks and securities
convertible to common stocks. Its investment objective is to provide
growth of capital and income. The price of shares of this fund and its
investment returns will fluctuate with market conditions, including
changes in the share prices that the fund invests in.
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Riggs Small Company Stock Fund - R Shares - This fund invests
primarily in equity securities (common stock and securities
convertible to common stock) of companies that have a market
capitalization of up to $1.2 billion. Its investment objective is to
provide long-term capital appreciation. The price of shares of this
fund and its investment return will fluctuate with market conditions,
including changes in the share prices for stocks that the fund invests
in.
The Riggs National Corporation Common Stock Fund - This fund invests
primarily in Riggs National Corporation common stock. Its
objective is to provide long-term capital growth. At the
discretion of the Plan Trustee (considering liquidity and other
factors), a portion of this fund will be invested in cash or
short-term money market securities (including certificates of
deposit and time deposits of Riggs Bank N.A.). The investment return
and value of an investment in this fund will fluctuate depending
on the market price of Riggs National Corporation common stock.
AIM Weingarten Fund A - This fund's investment objective is to
seek growth of capital. Utilizing a bottom up stock selection
process, the fund seeks larger, well-established companies that
have earnings that are higher than those anticipated by the
consensus of Wall Street analysts. The price in the shares of this
fund and its investment return will fluctuate with market
conditions, including changes in the share prices for stocks that
the fund invests in.
Federated Max Cap Fund (Institutional Shares) - This fund
seeks to provide investment results that correspond to the
aggregate price and dividend performance of publicly traded common
stocks by duplicating the composition of the Standard & Poor's 500
Composite Stock Price Index. ("Standard & Poor's", "S & P 500,"
"Standard & Poor's 500" and "500" are trademarks of Standard & Poor's and
have been licensed for use by Federated Securities Corp.) The value of
the stocks in the fund's portfolio will go up and down. These
fluctuations may reflect changes in individual portfolio stocks or
general changes in stock valuations and will result in changes in the
fund's share price.
EuroPacific Growth Fund - This fund invests primarily in stocks of
issuers located in Europe or the Pacific Basin. Its investment
objective is to provide long-term growth of capital. The price of
shares of this fund and its investment return may drop or
otherwise fluctuate in response to certain events, including those
directly involving the companies whose securities are owned in the
fund, adverse conditions affecting the general economy, overall
market declines, world political, social and economic
instability, and currency fluctuations. Investments outside the U.S.
may be affected by these events to a greater extent and may also be
affected by differing securities regulations, and administrative
difficulties such as delays in clearing and settling portfolio
transactions.
Invesco Dynamics Fund - This fund invests primarily in common
stocks of mid - to - smaller capitalization companies. Its
investment objective is to seek long-term capital appreciation. The
fund may invest in foreign securities that are subject to special
risks, such as differences in securities and accounting
regulations, as well as currency fluctuations.
Invesco Balanced Fund - This fund invests primarily in a combination
of equities (50 percent to 70 percent of the fund's total assets)
and fixed income securities (normally 25 percent or more).
Its investment objective is to provide return through capital
appreciation and current income. The fund may invest in foreign
securities that are subject to special risks, such as differences
in securities and accounting regulations, as well as currency
fluctuations.
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Invesco Health Sciences Fund - This fund invests primarily in the
equity securities of companies that develop, produce, or
distribute products or services related to health care. These
industries include medical equipment or supplies,
pharmaceuticals, health care facilities, and applied research and
development of new products or services. Its investment
objective is to provide long-term growth of capital. This fund does
not represent a complete investment program, and investors should
be prepared for significant short-term volatility. The fund may
invest in foreign securities that are subject to special risks,
such as differences in securities and accounting regulations, as
well as currency fluctuations.
Invesco Technology Fund - This fund invests primarily in the equity
securities of companies engaged in technology-related industries
such as computers, communications, video, electronics,
oceanography, office and factory automation, and robotics. Its investment
objective is to provide long-term growth of capital. This fund does
not represent a complete investment program, and investors should
be prepared for significant short-term volatility. The fund may
invest in foreign securities that are subject to special risks,
such as differences in securities and accounting regulations, as well as
currency fluctuations.
Investments are stated at fair market value, as determined by the Trustee
by reference to published market data. Dividends are reinvested
in additional shares that are recorded at fair market value when
received.
5. Participant-Directed Investment Programs:
At December 31, 1999 and 1998, the current values of individual
investments that represent five percent or more of the Plan's net
assets were as follows:
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<CAPTION>
Riggs
Riggs Riggs U.S. U.S. Riggs
Prime Treas. Govt. Small Federated Invesco
Money Money Securities Riggs Company Max-Cap Technology
Market Fund Market Fund Fund Stock Fund Stock Fund Fund Fund
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<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair:
Market value
December 31, 1999 $2,316,906 $1,142,963 $1,121,790 $7,185,864 $2,765,321 $1,254,513 $1,451,407
Investments, at fair:
Market value
December 31, 1998 1,595,537 812,686 1,052,868 8,360,470 3,124,502 -- --
</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, 1999 and 1998, and in the statement of changes
in net assets available for plan benefits for the year ended December
31, 1999.
7. Plan Changes:
The following changes were made to the Plan during the Plan year ended
December 31, 1999:
o Changed participant eligibility from one year of service and
attainment of age 21 to two full months of service,
attainment of age 21 and regularly scheduled work weeks of
20 hours or more;
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o Added 7 new investment options;
o Increased allowable participant contribution percentage from 1-12%
to 1-15%;
o Unitized Riggs National Corporation Common Stock Fund.
8. Transfer from J. Bush:
In October 1997, Riggs National Corporation acquired "J. Bush & Co.
Incorporated", a privately-held investment advisor. In
connection with this acquisition, the assets of the J. Bush profit
sharing plan were transferred into the Plan during 1999. Total assets
transferred during 1999 were $815,985.
9. Related-Party Transactions:
Certain Plan investments are managed by Riggs Bank N.A. Therefore,
transactions with Riggs Bank N.A. qualify as party-in-interest
transactions.
10. 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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Schedule I
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The Riggs Bank N.A. 401(k) Plan
Schedule I - Schedule of Assets Held for Investment Purposes
As of December 31, 1999
Cost Current Value
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Riggs Funds:
Money Market-
Prime Money Market Fund* $2,316,906 $2,316,906
U.S. Treasury Money Market Fund* 1,142,963 1,142,963
Mutual Funds-
U.S. Government Securities Fund* 1,166,212 1,121,790
Stock Fund* 8,188,200 7,185,864
Small Company Stock Fund* 3,113,148 2,765,321
AIM Family of Funds:
AIM Weingarten A Fund 647,605 685,545
Federated Index Trust:
Federated Max-Cap Fund 1,193,102 1,254,513
The American Funds Group:
EuroPacific Growth Fund 287,730 332,773
Invesco Equity Funds, Inc:
Dynamics Fund 532,890 638,711
Invesco Combination Stock & Bond Funds, Inc:
Balanced Fund 314,047 320,054
Invesco Sector Funds Inc.:
Health Sciences Fund 250,928 240,977
Technology Fund - Class II 1,066,079 1,451,407
Riggs Common Stock Fund* 1,045,725 992,755
Pioneer Money Market Fund 89,537 89,537
*Denotes party-in-interest
The accompanying notes are an integral part of this schedule.
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