UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment Number 32 to the Schedule 13D previously filed by Joe L. Allbritton.
Amendment Number 11 to the Schedule 13D previously filed
by Barbara B. Allbritton
Under the Securities Exchange Act of 1934*
RIGGS NATIONAL CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $2.50 PER SHARE
(Title of Class of Securities)
766570105
(CUSIP Number)
JOE L. ALLBRITTON
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)
FEBRUARY 10, 2005
(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-l(e), 240.13d-l(f) or 240.13d-l(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 Section 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).
SCHEDULE 13D
CUSP No. 766570 10 5
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
(a) Joe L. Allbritton (b) Barbara B. Allbritton
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 7. SOLE VOTING POWER
SHARES N/A
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY N/A
EACH 9. SOLE DISPOSITIVE POWER
REPORTING N/A
PERSON WITH 10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14. TYPE OF REPORTING PERSON
(a) IN (b) IN
THIS SCHEDULE 13D CONSTITUTES A JOINT FILING PURSUANT TO RULE 13d-l(k)(l) AND
SERVES AS AMENDMENT NUMBER 32 TO THE SCHEDULE 13D PREVIOUSLY FILED BY JOE L.
ALLBRITTON AND AMENDMENT NUMBER 11 TO THE SCHEDULE 13D PREVIOUSLY FILED BY
BARBARA B. ALLBRITTON.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended to substitute the following for the description under
the heading "Lockup Agreement":
Riggs National Corporation (the "Company") previously announced that it
had entered into an Agreement and Plan of Merger dated as of July 15, 2004 (the
"Merger Agreement"), with PNC Financial Services Group, Inc., ("PNC"), pursuant
to which and subject to the conditions set forth therein, the Company would be
merged with and into PNC, or a wholly-owned subsidiary of PNC (the "Merger"),
and the Company would then cease separate corporate existence. The Company has
now announced that it has entered into an Amended and Restated Agreement and
Plan of Merger dated as of February 10, 2005 (the "Amended and Restated Merger
Agreement"), with PNC changing certain terms of the Merger.
At the request of the Company and as an inducement to PNC to enter into
the Merger Agreement, Joe L. Allbritton has entered into that certain Voting
Letter Agreement dated as of July 15, 2004, by and between PNC and Joe L.
Allbritton (the "Letter Agreement"). Pursuant to the Letter Agreement and for
the term of the Letter Agreement, Joe L. Allbritton has agreed, with respect to
7177,441 shares, subject to possible adjustments as set forth in the Letter
Agreement (the "Shares"), of common stock of the Company owned at present by him
directly: (i) not to sell or dispose of the Shares to any person other than PNC;
(ii) to vote the Shares: (a) in favor of the approval and adoption of the Merger
Agreement and the Merger; (b) against any actions that is intended, or could be
reasonably expected to materially impede, interfere with, delay or materially
and adversely affect the Merger or any of the other transactions contemplated by
the Merger Agreement; (c) against any of the following (except the Merger or any
of the other transactions contemplated by the Merger Agreement): (1) any
extraordinary corporate transaction involving the Company or any of its
subsidiaries, (2) a sale, lease or transfer of a substantial portion of the
assets of the Company or any of its subsidiaries, or (3) reorganization,
recapitalization, dissolution or liquidation of the Company or any of its
subsidiaries; (iii) not to take any actions designed to solicit, initiate,
encourage or facilitate any inquiries or proposals that constitute or are
reasonably likely lead to, any other acquisition proposals for the Company; (iv)
to cooperate with PNC and the Company in preparing documentation and obtaining
approvals, permits or other authorizations necessary to consummate the Merger
and the transactions contemplated thereby, and (v) not willfully take or cause
to be taken any action that could reasonably be expected to impair the prospects
of completing the Merger. As inducement to PNC to enter the Amended and Restated
Merger Agreement, Mr. Albritton has entered into a certain Letter Agreement
dated as of February 10, 2005 (the "New Letter Agreement"), reconfirming the
terms of the Letter Agreement.
The description contained in this Item 6 of the transactions contemplated by the
Letter Agreement and the New Letter Agreement is qualified in its entirety by
reference to the full text of the Letter Agreement, which was filed as an
exhibit to Amendment Number 30 to the Schedule 13D previously filed by Joe L.
Albritton and Amendment Number 9 to the Schedule 13D previously filed by Barbara
B. Albritton and the New Letter Agreement, which is attached as an exhibit to
this Filing.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Letter Agreement by and between Joe L. Allbritton and PNC Financial Services
Group, Inc., dated February 10, 2005.
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: February 15, 2005 /S/ JOE L. ALLBRITTON
---------------------
Joe L. Allbritton
/S/ BARBARA B. ALLBRITTON
-------------------------
Barbara B. Allbritton
EXHIBIT INDEX
Exhibit
Number
-------------
99.1 Letter Agreement by and between Joe L. Allbritton and PNC
Financial Services Group, Inc., dated February 10, 2005