UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): FEBRUARY 10, 2005
RIGGS NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-9756 52-1217953
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
1503 PENNSYLVANIA AVENUE, N.W., WASHINGTON, D.C. 20005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202) 835-4309
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 10, 2005, Riggs National Corporation ("Riggs") and The PNC
Financial Services Group, Inc. ("PNC") amended and restated the Agreement and
Plan of Merger, dated July 16, 2004, between PNC and Riggs. A copy of the
Amended and Restated Agreement and Plan of Merger is attached hereto as Exhibit
2.1.
The Amended and Restated Agreement and Plan of Merger, which is
substantially similar to the original agreement, values each share of Riggs
common stock at approximately $20.00 based on PNC's closing NYSE stock price of
$54.58 on February 7, 2005. The aggregate consideration is composed of a fixed
number of approximately 6.4 million shares of PNC common stock and $286 million
in cash in exchange for all 31.8 million Riggs common shares outstanding,
subject to adjustment. Riggs stock options, currently with an aggregate
in-the-money value of approximately $16 million, will be cashed out prior to
closing, if not exercised.
The transaction is expected to close as soon as possible, and either party
may terminate the agreement after May 31, 2005 if the transaction has not
closed. The merger remains subject to customary closing conditions, including
regulatory approvals, the approval of Riggs shareholders, and the receipt of
exemptions from the Department of Labor and the SEC to mitigate the potential
business impact of Riggs Bank's plea agreement with the Department of Justice.
The exemption sought from the Department of Labor would allow Riggs and PNC to
retain "qualified professional asset manager" status. The exemption sought from
the Securities and Exchange Commission would allow PNC to continue to advise
registered mutual funds under Section 9 of the Investment Company Act of 1940
notwithstanding Riggs Bank's guilty plea with the Department of Justice. Mr.
Joe L. Allbritton's agreement to vote 24.6% of the outstanding shares of Riggs
in favor of the transaction remains applicable.
A press release regarding the foregoing is attached hereto as Exhibit 99.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
2.1 Amended and Restated Agreement and Plan of Merger, dated as
of February 10, 2005, between The PNC Financial Services Group, Inc. and
Riggs National Corporation.
99.1 Joint Press Release of The PNC Financial Services Group, Inc. and
Riggs National Corporation, dated February 10, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RIGGS NATIONAL CORPORATION
By: /S/ Steven T. Tamburo
----------------------------
Steven T. Tamburo
Chief Financial Officer
Dated: February 10, 2005
Exhibit Index
Exhibit
Number Description of Exhibits
--------- ------------------------
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
February 10, 2005, between The PNC Financial Services Group, Inc.
and Riggs National Corporation.
99.1 Joint Press Release of The PNC Financial Services Group, Inc. and
Riggs National Corporation, dated February 10, 2005.