Riggs Rejects PNC Demands and Sues PNC For Damages; Provides Indications of 2004 Fourth Quarter and Year-End Results.WASHINGTON -- Riggs National Corporation (Nasdaq:RIGS) today reported that its Board of Directors has unanimously rejected the terms and conditions demanded by The PNC Financial Services PNC Financial Services (NYSE: PNC) is a U.S.-based financial services corporation, with assets of $92.0 billion. PNC operations include a regional banking franchise operating primarily in eight states and the District of Columbia, specialized financial businesses serving Group, Inc. in order for PNC PNC Purdue University North Central (Westville, Indiana) PnC Point 'n Click PNC Police National Computer PNC People's National Congress (Guyana) PNC People's National Congress to proceed with consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of their previously announced Merger Agreement. Riggs today has sent a letter informing PNC that its actions constituted an anticipatory repudiation The unjustifiable denial by a party to a contract of any intention to perform contractual duties, which occurs prior to the time performance is due. This form of breach, also known as anticipatory breach of contract, occurs when one party positively states that he or she of the Merger Agreement and that Riggs is now entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to discuss merger combinations with other interested parties. Riggs also said that it had been damaged by PNC's decision not to proceed with the merger after Riggs had devoted the last six months preparing for the merger and taking various actions at PNC's insistence. Accordingly, Riggs has filed suit against PNC in Superior Court for the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). to hold PNC responsible for its wrongdoing wrong·do·er n. One who does wrong, especially morally or ethically. wrong do and for the resulting damages it has
caused, or, alternatively, to require PNC to uphold its end of the
agreement and proceed with the merger in accordance with the agreement.
Notwithstanding the continued stability of Riggs' core franchise and the actions Riggs has taken to resolve its regulatory issues, PNC demanded revised terms and conditions in order for it to proceed with consummation of the merger agreement that it was informed Riggs would not accept, including requiring Riggs to: agree to a sharp reduction in the agreed-upon $24.25 per share purchase price; settle at least one private litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. pre-closing and settle or reserve against several other outstanding private litigations, even though Riggs believes these claims are without merit; and meet new and unspecified Adj. 1. unspecified - not stated explicitly or in detail; "threatened unspecified reprisals" specified - clearly and explicitly stated; "meals are at specified times" financial and other conditions. Specifically, PNC most recently proposed a transaction in which Riggs' shareholders would receive tentative "upfront" consideration of approximately $19.32 per share (which remained subject to possible downward adjustment) and a contingent security that could pay up to approximately $0.83 per share. Riggs stated, "PNC knew that its revised terms and conditions would be unacceptable to Riggs. In addition to the price, we are particularly disturbed by PNC's new insistence that Riggs settle or reserve against private litigation as a condition of closing, even though we believe these claims are without merit." Riggs continues to believe that the interests of its shareholders and other constituencies will be best served by a combination with a larger institution and Riggs will continue to pursue this strategic goal. Riggs also today reported that, for the fourth quarter ended December 31, 2004, it will incur a net loss of approximately $60 million. For the year ended December 31, 2004, Riggs expects to incur a net loss of approximately $100 million. Riggs is in the process of finalizing its 2004 fourth quarter and full year results. Riggs' fourth quarter 2004 results were adversely affected by approximately $20 million in expenses related to the Company's Bank Secrecy Act The Bank Secrecy Act of 1970 (or BSA, or otherwise known as the Currency and Foreign Transactions Reporting Act) requires U.S.A. financial institutions to assist U.S. government agencies to detect and prevent money laundering. (BSA 1. BSA - Business Software Alliance. 2. BSA - Bidouilleurs Sans Argent. ) compliance efforts and various investigations and lawsuits. The Company also incurred a previously reported $16 million fine paid to federal authorities, an $8 million reserve for litigation, and $17 million in estimated expenses related to the implementation of its previously announced exit or sale of its international banking businesses. During 2004, Riggs made the strategic decision to concentrate its full resources on its domestic banking business in the Greater Washington, D.C. area and has exited or is in the process of exiting all businesses not related to domestic banking. Since early in 2003, Riggs has invested significantly in compliance systems and staff and established improved procedures and policies. Most of the compliance issues Riggs faced with regulators were related to businesses it now has exited. For the 12 months ended December 31, 2004, Riggs' expenses included approximately $49 million related to the Company's BSA compliance efforts and various investigations and lawsuits, an additional $49 million in fines and settlements, and approximately $25 million related to the implementation of the Company's previously announced sale of its international banking businesses. Consistent with the Company's strategy of building its domestic banking business, Riggs is closing its London branch, which will complete the exit or sale of all of its international operations Internal Operations (I.O., IO or I/O) is a fictional American Intelligence Agency in Wildstorm comics. It was originally called International Operations. I.O. first appeared in WildC.A.T.S. volume 1 #1 (August, 1992) and was created by Brandon Choi and Jim Lee. . The anticipated additional costs related to exiting the branch will be approximately $13 million for 2004 and 2005. As a result, total expected costs to exit the international business in 2004 and beyond will be approximately $36 million. The $13 million of additional costs included an approximately $10 million tax write-off incurred in the fourth quarter of 2004, and an additional $3 million charge from foreign exchange anticipated in the first quarter of 2005. Riggs National Corporation and Riggs Bank Riggs Bank was a Washington, DC-based commercial bank with branches located in the surrounding metropolitan area and offices around the world. For most of its history, it was the largest bank in the nation's capital. N.A. continue to maintain capital levels above all bank regulatory capital requirements Capital requirements Financing required for the operation of a business, composed of long-term and working capital plus fixed assets. for "well capitalized" status. The Corporation's total regulatory capital exceeds $600 million. At December 31, 2004, Riggs National Corporation had $47 million in cash and equivalents after a $29.5 million capital contribution to Riggs Bank N.A. made in the fourth quarter of 2004 by the Corporation. Riggs Bank N.A.'s total regulatory capital exceeds $450 million. At December 31, 2004, Riggs Bank N.A. had in excess of $1.1 billion of liquidity. At December 31, 2004, Riggs had loans of approximately $3.1 billion, deposits (excluding brokered deposits) of approximately $3.0 billion, and non-performing assets of approximately $400,000. Riggs National Corporation, the largest bank holding company headquartered in the nation's capital, has 51 branches in the Washington, D.C. metropolitan area. Riggs commands the largest market share in the District of Columbia and specializes in banking and financial management products and services for individuals, nonprofit organizations Nonprofit Organization An association that is given tax-free status. Donations to a non-profit organization are often tax deductible as well. Notes: Examples of non-profit organizations are charities, hospitals and schools. , and businesses. This press release includes forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended) that reflect Riggs' current expectations and projections about future results, performance, prospects and opportunities, and include, without limitation, the references in this press release to implementation of business strategies, statements about regulatory actions, anticipated cost savings and losses, efficiency gains, performance, the proposed transaction with PNC, and other effects of the initiatives described above. Riggs has attempted to identify these forward-looking statements by using words such as "may," "will," "expect," "anticipate," "believe," "intend," "estimate," "could" or similar expressions. These forward-looking statements are based on information currently available and are subject to a number of risks, uncertainties and other factors that could cause actual results, performance, prospects or opportunities in 2005 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These risks include, but are not limited to, certain risks and uncertainties that may affect the operations, performance, development, growth projections and results of the business. More specifically, these risks include the growth of (or decline in) the economy, changes in credit quality or interest rates, changes in value of venture capital investments in the technology and other sectors, timing of technology enhancements for products and operating systems Operating systems can be categorized by technology, ownership, licensing, working state, usage, and by many other characteristics. In practice, many of these groupings may overlap. , the impact of competitive products, services and pricing, customer business requirements, Congressional legislation, regulatory oversight, investigations, the unfavorable resolution of legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. or government inquiries, the denial of insurance coverage for claims made by Riggs, actions of the OCC OCC See: Options Clearing Corporation OCC See Options Clearing Corporation (OCC). and the Federal Reserve, regulatory, supervisory or enforcement actions of government agencies, the ability to successfully wind down and/or sell its international business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets , general economic conditions-both domestic and international-and similar matters. In addition, the continuing impact of the September 11, 2001 terrorist attacks on the U.S. and global economy, the possibility of additional attacks, and international political conditions also may be an important factor or make the occurrence of one or more of the aforementioned risks or factors more likely. Do not place undue reliance on any forward-looking statements. Riggs undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this press release. |
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