<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal quarter ended March 25, 1994
------------------------------
Commission file number 33-4649
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Rodman & Renshaw Capital Group, Inc.
- - - - - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3111956
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 South LaSalle Street, Chicago, Illinois 60603
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(Address of principal executive offices) (Zip Code)
(312) 977-7800
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
---- ----
4,576,837 shares of Common Stock, par value $.09 per share, were outstanding at
April 29, 1994.
Total Pages In This Report - 14
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements -
Condensed Consolidated Statements of Financial Condition
March 25, 1994 (unaudited) and June 25, 1993. 3
Condensed Consolidated Statements of Operations (unaudited)
Three and nine months ended March 25, 1994 and
March 26, 1993. 4
Condensed Consolidated Statements of Cash Flows (unaudited)
Nine months ended March 25, 1994 and March 26, 1993. 5
Notes to Condensed Consolidated Financial Statements
(unaudited) - March 25, 1994. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 14
2
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 25,
1994 JUNE 25,
(UNAUDITED) 1993
----------- --------
<S> <C> <C>
ASSETS
Cash $ 1,198 $ 1,121
Cash and short-term investments required to
be segregated under federal regulations
(including resale agreements:
03/25/94 - $18,159; 06/25/93 - $52,241) 25,188 62,799
Receivables:
Customers 49,181 56,097
Brokers, dealers and clearing organizations 133,999 130,378
Miscellaneous 6,548 7,417
Securities inventory, at market 54,985 41,011
Memberships in security and commodity exchanges at cost
(market value 3/25/94-$6,105;06/25/93-$5,735) 4,371 5,149
Furniture, fixtures and leasehold improvements,
at cost, less accumulated depreciation and
amortization (3/25/94-$5,019; 06/25/93-$5,770) 2,643 3,609
Prepaid expenses and other assets 2,030 1,881
Recoverable income taxes 1,208 329
Deferred income taxes 1,032 407
----------- -----------
$ 282,383 $ 310,198
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term notes payable to banks $ 16,600 $ 38,562
----------- -----------
Payables:
Customers 123,677 121,696
Brokers,dealers and clearing organizations 70,214 83,127
Miscellaneous 1,028 3,098
Securities sold but not yet purchased, at market 23,895 15,751
Accrued commissions 1,899 2,394
Accounts payable and accrued expenses 7,102 6,660
----------- -----------
244,415 271,288
Liabilities subordinated to the claims of
general creditors 6,750 8,000
Stockholders' equity:
Nonvoting preferred stock, $.01 par value: 5,000,000 shares
authorized; none issued -- --
Common stock, $.09 par value: 20,000,000 shares
authorized; 4,577,000 and 4,372,000 issued at
03/25/94 and 06/25/93 412 393
Additional paid - in capital 15,935 14,774
Retained earnings 14,871 15,743
----------- -----------
31,218 30,910
----------- -----------
$ 282,383 310,198
----------- -----------
----------- -----------
</TABLE>
See Notes to Condensed Consolidated Financial Statements
3
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 25, MARCH 26, MARCH 25, MARCH 26,
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Commissions $ 6,985 $ 9,791 $ 22,730 $ 28,475
Principal 4,862 8,115 24,105 23,934
Interest 1,802 2,711 6,633 8,004
Fee Income 514 1,275 6,500 2,322
Other 430 714 3,962 1,771
--------- --------- --------- ---------
TOTAL REVENUES 14,593 22,606 63,930 64,506
EXPENSES:
Employee compensation and benefits 8,958 12,939 37,494 36,673
Commissions, floor brokerage
and clearance 1,719 2,178 5,767 6,494
Interest 1,186 1,861 4,177 5,235
Occupancy and equipment 1,397 1,642 4,325 4,882
Communications 1,561 1,734 4,616 5,045
Other operating expenses 2,886 1,933 8,895 5,161
--------- --------- --------- ---------
TOTAL EXPENSES 17,707 22,287 65,274 63,490
Income (loss) before cumulative
effect of change in accounting --------- --------- --------- ---------
for income taxes (3,114) 319 (1,344) 1,106
Tax provision (Benefit) (1,026) 56 (472) 403
--------- --------- --------- ---------
Income (loss) before cumulative
effect of change in accounting
for income taxes (2,088) 263 (872) 613
Cumulative effect of change in
accounting for income taxes -- -- -- 18
--------- --------- --------- ---------
NET INCOME (LOSS) $ (2,088) $ 263 $ (872) $ 631
--------- --------- --------- ---------
--------- --------- --------- ---------
Earnings Per Share Data:
Net income (loss) per share
before cumulative effect of
change in accounting for
income taxes ($0.46) $0.06 ($0.20) $0.14
Per share cumulative effect
of change in accounting for
income taxes -- -- -- --
Net income (loss) per share ($0.46) $0.06 ($0.20) $0.14
Weighted Average Shares
and Common Share Equivalents 4,570 4,365 4,436 4,365
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 25, MARCH 26,
1994 1993
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) $ (872) $ 631
Adjustments to reconcile net income (loss) to net cash
flows from operating activities:
Depreciation and amortization 566 787
Net change in certain assets and liabilities:
Cash and short-term investments required to
be segregated under federal regulations 37,611 (9,136)
Receivables from and payables to customers,
brokers, dealers and clearing organizations (7,637) 9,802
Miscellaneous receivables 869 (4,433)
Recoverable and deferred income taxes and income
taxes payable (1,504) (463)
Securities owned (13,974) (25,664)
Prepaid expenses and other assets (149) 3,403
Accounts payable and accrued expenses 442 (220)
Accrued commissions (495) 487
Miscellaneous payables (2,070) (3,340)
Securities sold but not yet purchased 8,144 23,415
--------- ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES 20,931 (4,731)
INVESTING ACTIVITIES
(Purchase) sale of furniture, fixtures
and leasehold improvements 400 (872)
(Purchase) sale of memberships in security
and commodity exchanges 778 204
--------- ---------
NET CASH FLOWS FROM INVESTING ACTIVITIES 1,178 (668)
FINANCING ACTIVITIES
Net increase (decrease) in short-term notes
payable to banks (21,962) 8,685
Payment of liabilities subordinated to claims
of General Creditors (1,250) (500)
Proceeds from exercise of stock options 1,180
--------- ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES (22,032) 8,185
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 77 2,786
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,121 1,469
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,198 $ 4,255
--------- ---------
--------- ---------
</TABLE>
See Notes to Condensed Consolidated Financial Statements
5
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 25, 1994 (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of Rodman & Renshaw
Capital Group, Inc. and subsidiaries (collectively, the "Company") have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management of the Company, all
adjustments considered necessary for a fair presentation of the financial
condition and results of operations of the Company for the periods presented
have been included. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended June 25, 1993.
NOTE B - CHANGES IN ACCOUNTING PRINCIPLES
The Company implemented two accounting changes and restated previously reported
results for fiscal 1993. The Company changed its method of accounting for
commission revenue and expenses for commodity transactions executed for
introducing brokers. The net commission retained by the Company is now recorded
as revenue. Previously, the entire amount of commission charged to customers on
introducing broker transactions was recognized as revenue, and amounts rebated
to introducing brokers were recorded as commission expense. The Company
believes that the change better reflects the true economic services provided in
introducing brokers' activities. For the three and nine months ended March 26,
1993, commission revenue and commission expense were reduced by $1.59 million
and $4.52 million respectively as a result of this change. The change did not
affect net income. The second change was the adoption of Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." The
results for the nine month period ended March 26, 1993 reflect a cumulative tax
benefit of $18,000 from this change.
NOTE C - ACCOUNTING PRONOUNCEMENTS TO BE IMPLEMENTED
In fiscal 1995, the Company will be required to adopt SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities," which will require the
Company to classify all affected debt and equity securities as held-to-maturity,
trading or available-for-sale. All securities classified as trading, or
available-for-sale will be required to be recorded at market value. The Company
does not believe that this statement will have a material impact on the
Company's financial condition or the results of its operations.
6
<PAGE>
NOTE D - NET CAPITAL REQUIREMENT AND DIVIDEND RESTRICTIONS
The Company's primary subsidiary, Rodman & Renshaw, Inc.("Rodman"), a
registered broker-dealer and futures commission merchant, is subject to the
minimum net capital rules of the Securities and Exchange Commission (the "SEC")
(Rodman has elected to use the alternative net capital method permitted by the
SEC rule), Commodity Futures Trading Commission (the "CFTC"), and the capital
rules of the New York Stock Exchange, Inc. (the "NYSE"), of which Rodman is a
member. These rules require that Rodman maintain minimum net capital, as
defined in such rules, equal to the greater of 2% of aggregate debits arising
from customer transactions or $1,000,000, or 4% of the funds required to be
segregated for customers pursuant to the Commodity Exchange Act, exclusive of
the market value of commodity options purchased by option customers. The NYSE
may require a member firm to reduce its business if its net capital is less than
the greater of $125,000 or 6% of the funds required to be segregated and may
prohibit a member firm from expanding its business or paying cash dividends if
resulting net capital would be less than the greater of $150,000 or 7% of the
funds required to be segregated. At March 25, 1994, and June 25, 1993, Rodman
had net capital of $14.75 million and $15.84 million, respectively, or $9.68
million and $10.79 million, respectively, in excess of required net capital.
NOTE E - CERTAIN MANAGEMENT CHANGES
During the third quarter of its fiscal year ending June 24, 1994, the Company
made certain management changes as discussed in its Form 8-K filed on April 12,
1994. The most significant of these changes is the appointment of Charles W.
Daggs III as the Company's president and chief executive officer.
Additional appointments not discussed in the filing of Form 8-K were the hiring
of James D. Van De Graaff as the Company's executive vice president and general
counsel on March 14, 1994. On April 11, 1994, John T. Hague was appointed
executive vice president and director of internal audit for the Company. Also,
on February 14, 1994, David H. Shulman was promoted to the position of managing
director of institutional fixed income for Rodman.
On January 10, 1994 the Company terminated from all capacities with the Company
the following individuals: Norman E. Mains - president, chief executive
officer, chief operating officer and director; Victor C. Chigas, Sr. - executive
vice president and director; Mark F. Grant - executive vice president and
director; Gregory P. Quinlivan - secretary, executive vice president, general
counsel and director. In addition, Kurt B. Karmin resigned as chairman of the
board on January 10, 1994, and was replaced by Jorge Lankenau Rocha, who also
serves as chairman of Abaco Grupo Financiero, S.A. de C.V.
NOTE F - CHANGE IN FISCAL YEAR
The Company has changed its fiscal year end to December 31, such change to take
effect following the fiscal year ending June 24, 1994.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The results of operations should be read in conjunction with the Company's
condensed consolidated statements of income. The Company's principal
activities -- securities and commodities brokerage, principal trading for
servicing its customers, and investment banking services -- are highly
competitive and extremely volatile. The earnings of the Company are subject to
wide fluctuations since many factors over which the Company has little or no
control -- such as the overall volume of activity in the securities, futures and
options markets and the volatility and general level of market prices -- may
affect its operations. In addition, results of operations of any particular
interim period may not be indicative of results to be expected for a full fiscal
year.
Revenues for the quarter ended March 25, 1994 totalled $14.59 million, down from
$22.61 million for the previous year's third quarter. For the nine month period
ended March 25, 1994, the Company reported revenues of $63.93 million, compared
to $64.51 million in the same period one year ago.
For the most recent quarter, the Company recorded a net loss of $2.09 million,
or 46 cents per share, due to declines in revenues from principal transactions
and investment banking fees. For the third quarter of the prior fiscal year,
the Company reported net income of $263,000, or 6 cents per share.
For the nine month period, the Company reported a net loss of $872,000, or 20
cents per share and common share equivalent, as compared to net income of
$631,000, or 14 cents per share in the first nine months of fiscal 1993.
Included in the nine month total is $3.3 million in expenses relating directly
to the process through which the Company sought outside investment, leading to
the purchase of a majority interest in the Company by Abaco Casa de Bolsa, S.A.
de C.V., the wholly owned brokerage subsidiary of Abaco Grupo Financiero, S.A.
de C.V., a Mexican financial services holding company. The principal expenses
were approximately $2 million in compensation expense paid to employees for the
cancellation of the vested portions of their common stock options, and
approximately $1.1 million in fees paid to legal and investment banking experts
retained by the Board of Directors for advice. Also included in the nine month
figures is approximately $2.76 million in revenue realized from the sale of the
London based portion of Rodman's financial futures department, and the sale of
Rodman's Chicago Stock Exchange specialist unit, both of which occurred in the
first quarter of fiscal 1994. Also, the Company absorbed losses totaling
$708,000 resulting from discretionary trading activities in customer accounts
for which the Company reimbursed the customers.
8
<PAGE>
REVENUES
Commission revenue fell 29% to $6.99 million for the quarter ended March 25,
1994, from $9.79 million in the year earlier quarter. For the nine months ended
March 25, 1994 commissions declined 20% to $22.73 million. Decreases in
commissions from both securities and commodities transactions are responsible
for the decline. Securities commissions were down due principally to the loss
of retail brokers. Commodities commissions declined principally due to the sale
of the London based financial futures group and the subsequent resignation of
personnel within the domestic financial futures group. The loss of
approximately $4.42 million of commissions revenue from the financial futures
group did not materially effect net income.
Revenues from principal transactions include mark-ups and realized and
unrealized gains and losses on securities held for resale. Principal
transaction revenues decreased 40% for the quarter ended March 25, 1994 from the
year earlier quarter. Mark-ups on the sale of fixed income products declined in
the third quarter due principally to the loss or termination of certain
salespeople involved in principal transactions. Also, increases in interest
rates during the latter part of the third quarter contributed to write-downs in
inventory market values and in realized trading losses in the month of March of
approximately $400,000. Management of the institutional fixed income department
was changed during the quarter, and the Company believes it has reduced its risk
from fluctuations of interest rates by employing more sophisticated hedging
techniques.
Interest revenue is derived primarily from financing customer security purchases
and from investments which are maintained pursuant to the rules and regulations
of the SEC and the CFTC pertaining to segregation of customer funds. Interest
revenues decreased by $909,000 for the quarter ended March 25, 1994 as compared
to the quarter ended March 26, 1993, due principally to reductions in retail
customer margin receivables and a decrease in net treasury interest due to an
increase in short positions required for hedging of corporate inventories.
Reductions in the levels of prevailing interest rates also contributed to the
loss in interest revenue for the current nine month period.
Fee income, which includes the activities of Rodman's Investment Banking
Department, decreased 60% to $514,000 for the quarter, reflecting the decline in
the number of investment banking transactions closed during the period. For the
three quarters ended March 25, 1994, fee income increased 180% to $6.5 million
as compared to the first nine months in fiscal 1993. The principal portion of
the increase was the more than tripling of investment banking fees to $5.3
million from $1.6 million.
EXPENSES
Employee compensation and benefit expense, which is largely variable in nature,
decreased by 30% for the quarter ended March 25, 1994. This decrease is
directly attributable to the decreases in commissions, principal revenues and
fee income.
Interest expense decreased $675,000 or 36% to $1.19 million for the three-month
period ended March 25, 1994. This decrease is due to lower prevailing interest
rates as compared to the same period last year.
9
<PAGE>
Occupancy and equipment expense decreased 15% and 11% for the quarter and nine
months ended March 25, 1994. Communications expense decreased 10% and 9%
respectively for the comparative periods in the last fiscal year. These
declines are directly attributable to the sale of the London financial futures
group.
Clearance and floor brokerage expense, which is variable in nature, decreased
21% and 11% for the quarter and nine months, in line with the lower revenues.
Other operating expenses increased 49% and 72% as compared to the third quarter
and nine months of fiscal 1993. The increase for the three months ended March
25, 1994 is primarily due to the absorption of losses resulting from
decretionary trading activities in customer accounts. The nine month increase
resulted from investment banking and legal fees paid in connection with the
Abaco Casa de Bolsa, S.A. de C.V. transaction.
LIQUIDITY & CAPITAL RESOURCES
The Statement of Financial Condition reflects cash, cash equivalents and
restricted cash at March 25, 1994 of $26.39 million, which includes $25.19
million of cash and short term investments required to be segregated under
federal regulations. A majority of the Company's assets are customer-related
receivables and securities inventory, both of which are highly liquid.
Securities inventory increased 34% to $54.98 million, from June 25, 1993, to
March 25, 1994. Securities sold, not yet purchased increased 52% to $23.90
million for the same period. The Company's net securities inventory is financed
primarily by short term notes payable to banks secured by such inventory, and
securities sold under agreements to repurchase. The increases in securities
inventory and securities sold, not yet purchased are due to an increased
emphasis on institutional fixed income sales activities.
The Company does not participate in merchant banking activities or extend bridge
financing.
The Company's principal sources of financing are stockholders' equity, customer
payables, proceeds from securities lending, collateralized short-term bank loans
and other payables. From June 25, 1993, to March 25, 1994, customer payable
balances increased less than 2% and payables to brokers, dealers and clearing
organizations have decreased 15% to $70.21 million, primarily due to decreases
in margin deposits required by the Options Clearing Corporation related to
customer open currency option contracts. Such margin deposits consist of
customer owned treasury securities which are stated at market value.
Subordinated debt of $6.75 million is included in Rodman's regulatory net
capital as of March 25, 1994. On January 27, 1994, the Company entered into an
agreement with Creditanstalt-Bankverein ("CAB"), an Austrian commercial banking
corporation, to repay the $3.25 million of subordinated debt held by CAB and to
sell to CAB the Company's 30% interest in its CA Global Futures joint venture
with CAB. Pursuant to the agreement, the Company's 30% equity interest in CA
Global Futures will be repurchased by CAB at 125% of the book value of such
equity interest as of December 31, 1993, plus $50,000. The total purchase
proceeds will be used as the first installment to repay the subordinated debt.
The remaining principal will be repaid in equal installments due June 30, 1994
and December 31, 1994.
10
<PAGE>
Repayment is subject to regulatory approvals, documentation and various other
conditions specified in the agreement. The Company also intends to repay a
scheduled $1,000,000 installment of its subordinated debt maintained with
Continental Bank, N.A. on September 30, 1994. The Company expects to request
from its majority owner, Abaco Casa de Bolsa, S.A. de C.V., financing to replace
the maturities of subordinated debt. In the event such funding is not
forthcoming and other sources of financing cannot be identified, it is likely
Rodman will be required to reduce its activities after repaying such
subordinated debt in order to accommodate the corresponding reduction in its
regulatory capital.
Additionally, the Company maintains uncommitted lines of credit with large
financial institutions which include facilities for daily demand loans, letters
of credit and reverse repurchase agreements in amounts considered by the Company
to be adequate to meet its financing needs.
At present the Company is budgeting its need for expansion of its computer and
telecommunication systems and development of future programming personnel to
support such expansion. The expansion of such systems is required to allow the
Company to maintain a competitive environment in which to operate its business.
The anticipated cash expenditures are approximately $1.5 million over the next
year. These expenditures, however, are anticipated to be funded by cash
generated through operations and other traditional means of financing described
above. As a registered broker-dealer and futures commission merchant, Rodman is
required by the SEC to maintain specified amounts of liquid net capital to meet
its customer obligations. At March 25, 1994, Rodman's regulatory net capital
was $14.75 million, which was $9.68 million in excess of required net capital.
11
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and Rodman are involved in various lawsuits incidental to the
securities and commodities businesses. Management believes the resolution
of pending litigation will not have a material adverse effect on the
financial condition of the Company.
Item 6. EXHIBITS AND REPORTS ON 8-K
(a) Exhibits - The following exhibits are incorporated herein or are
incorporated by reference:
(3) Articles of Incorporation and By-Laws
(a) Amendment to By-Laws dated December 21, 1993
(b) Amendment to By-Laws dated January 10, 1994
(10) Material Contracts
(a) Exhibits 1, 2, 3 and 4 to the Company's Schedule 14D-9
dated November 23, 1993 (Copies of Employment Agreements
dated June 28, 1993).
(b) Exhibit 5 to the Company's Schedule 14D-9 dated November
23, 1993 (Amendment to the Rodman & Renshaw, Inc.
Supplemental Retirement Plan dated July 1, 1993).
(c) Exhibit 6 to the Company's Schedule 14D-9 dated November
23, 1993 (Acquisition Agreement, dated as of November 17,
1993, among Parent and Purchaser and the Company).
(d) Exhibit 7 to the Company's Schedule 14D-9 dated November
23, 1993 (Stockholder Tender Agreement, dated November
16, 1993, between Purchaser, Kurt B. Karmin, Kenneth M.
Karmin and Ernest A. Karmin).
(e) Exhibit 8 to the Company's Schedule 14D-9 dated November
23, 1993 (Rodman & Renshaw Capital Group, Inc. 1993 Stock
Option Plan).
(f) Exhibit 9 to the Company's Schedule 14D-9 dated November
23, 1993 (Confidentiality Agreement, dated October 19,
1993, between the Company and Parent).
(g) Exhibit 10 to the Company's Schedule 14D-9 dated November
23, 1993 (Form of Letter, dated November 23, 1993, to
stockholders of the Company).
12
<PAGE>
(h) Exhibit 11 to the Company's Schedule 14D-9 dated November
23, 1993 (Form of Press Release issued by the Company and
Parent on November 17, 1993).
(i) Exhibit 12 to the company's Schedule 14D-9 dated November
23, 1993 (Opinion dated November 16, 1993 of Rothschild Inc.).
(j) Contract to purchase Officer's Incentive Stock Option
(11) Statement regarding computation of net income per share
(b) Reports on Form 8-K
A report on Form 8-K was filed on April 12, 1994. This filing
reported certain management changes of the registrant and a change in
registrant's fiscal year end under Item No. 5 of the Rules of
Form 8-K.
13
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
SIGNATURES
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 thereunto duly authorized.
Rodman & Renshaw Capital Group, Inc.
(Registrant)
Date: May 6, 1994 /s/ Charles W. Daggs, III
-----------------------------------
Charles W. Daggs, III
President and
Chief Executive Officer
Date: May 6, 1994 /s/ Peter J. Schild
-----------------------------------
Peter J. Schild
Executive Vice President and
Chief Financial Officer
14
