Riggs National Bank yesterday accused financier Joe L. Allbritton of violating national banking and securities laws in his bid to buy a controlling interest in Washington's largest financial institution by "forcing stockholders to make a hasty and uniformed" response to his recent offer.
In a lawsuit filed in U.S. District Court here, Riggs asked for an immediate order to prevent the former owner of The Washington Star from buying any additional shares of Riggs, stating that the bank and its current shareholders face "irreparable harm" if Allbritton's $42.75 million stock bid is allowed to move forward and he begins to buy tendered shares next Tuesday, as now scheduled.
Allbritton and his affiliated business interests, "who are incurring more than $70 million in indebtedness to purchase Riggs stock, are forcing stockholders to make an investment decision with less information than would normally be given to open a $500 charge account," the bank charged in its suit.
Riggs said the financier's public offering includes "untrue statements of material facts" and is "misleading" because other facts were withheld.
Court documents made public yesterday also hinted that large banks in Chicago and Houston may have agreed to lend the money to Allbritton to buy at least 600,000 shares of Riggs stock in a public offering announced Feb. 9, which is due to expire March 10 unless extended.
Neither Allbritton nor the public relations firm of Hill and Knowlton, which is representing him, had any response to the suit's allegations.
U.S. District Court Judge Norma Johnson was assigned the case, and she set a hearing for 10 a.m. today to hear the Riggs appeal. The bank is seeking an order to stop his takeover bid but also divest the 15 percent of Riggs common stock already owned by him or his businesses.
Separately, Federal Trade Commission officials refused last night to state whether they have antitrust questions about Allbritton's proposed Riggs bid, which would give him 35 percent of the bank's stock. The deadline for initial federal antitrust action, which would be to seek more information from Allbritton and delay his offering for 10 days, was midnight last night.
Alleged failures by Allbritton to provide information on his own business interests and intentions "was part of and in furtherance of a scheme . . . to stampede stockholders [of Riggs] into tendering shares to Allbritton," charged Riggs Chairman Vincent C. Burke Jr. and lawyers for the bank, Fred M. Vinson and C. Roger Nelson.
Moreover, they charged in more than 150 pages of petitions and documents, "a more fundamental issue" is Allbritton's "apparent willful disregard for disclosure principles that have been clearly established." This, they argued, "suggests that he should be deterred from acquiring control of an institution such as Riggs, the proper management of which of concern not only to its stockholders, but also the customers and community that it serves."
Among the court documents filed yesterday were requests for documents and depositions from officials of First National Bank of Chicago, the nation's ninth largest, and Texas Commerce Bank of Houston, the 24th largest U.S. banking firm, related to financing they may have approved for up to $70 million of loans to Allbritton to buy Riggs stock.
To date, Allbritton has not disclosed his source of loans to buy a controlling interest in the Washington bank. Late in 1979, however, Allbritton Communications of Washington borrowed $40 million for debt consolidation and other purposes by selling notes to institutional investors, with First National of Chicago as his financial adviser.
Riggs charged yesterday that Allbritton violated federal banking laws specifically because a Texas banking firm he heads allegedly owns more than 5 percent of Riggs voting stock already, after shares held by the Riggs trust department and ineligible for voting on the current situation are subtracted from the overall total of about 3 million. This would be a violation of laws requiring such ownership to approved for a bank holding company by the Federal Reserve Board and by the general prohibition of such ownership across state lines.
In addition, Riggs cited the following alleged violations of law:
Allbritton "failed to describe" the effect of default provisions in loan agreements with banks, which allegedly would give the lending banks veto power over reoganization and recapitalization proposals for Riggs, including a planned holding company structure favored by Riggs but opposed by Allbritton.
He did not accuratley define the "bidder" for Riggs shares, which Riggs alleged to include not only the former Star publisher himself but also Pierce National Life Insurance Co. of Los Angeles and University Bancshares Inc. of Houston, companies owned and headed by Allbritton.
A 1968 amendment to securities laws, ensuring that public stockholders "will not be required to respond without adequate information regarding the qualifications and intentions of the offering party," was violated because Allbritton did not provide financial data and because plans "are at best vague and indefinite."
The bid for stock amounts to an alternate proposal to that of Riggs management for a bank holding company, and that amounts to a proxy solicitation in the view of Riggs lawyers although Allbritton has not followed rules regarding such solicitations.