8-K 1 w05680e8vk.txt FORM 8-K 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.

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 7, 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	(IRS Employer
incorporation or organization)	Number)	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

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
Exhibit 99.1
Exhibit 99.2

Item 2.02. Results of Operations and Financial Condition.

On February 7, 2005, Riggs issued a press release announcing earnings for the quarter and year ended December 31, 2004. The press release is attached as Exhibit 99.1 to this report and is incorporated into this Item 2.02 by reference.

The information furnished by Riggs pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 8.01. Other Events.

On February 7, 2005, Riggs filed a complaint in the Superior Court of the District of Columbia against The PNC Financial Services Group, Inc. in connection with the Merger Agreement, dated July 16, 2004, between Riggs and The PNC Financial Services Group, Inc. A copy of the complaint is attached as Exhibit 99.2 to this report. A press release regarding the foregoing is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

	99.1	Press Release of Riggs National Corporation, dated February 7, 2005.
	99.2	Complaint in Riggs National Corporation v. The PNC Financial Services Group, Inc.

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 7, 2005

Exhibit Index

Exhibit
Number		Description of Exhibits
99.1		Press Release of Riggs National Corporation, dated February 7, 2005.
99.2		Complaint in Riggs National Corporation v. The PNC Financial Services Group, Inc.

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