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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 22, 1993
Date of Report (Date of earliest event reported)
Rodman & Renshaw Capital Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-4649 36-3111956
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
120 South LaSalle Street Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)
(312) 977-7800
(Registrant's telephone number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero
("Purchaser"), a Mexican corporation and a 99.99% owned subsidiary of Abaco
Grupo Financiero, S.A. de C.V., a Mexican corporation ("Parent"), announced on
December 22, 1993 that upon expiration at 12:00 midnight, New York City time,
on December 21, 1993 (the "Expiration Date") of its tender offer (the "Offer")
to purchase 2,363,003 shares of common stock, $.09 par value per share (the
"Shares"), of the Company, approximately 4.2 million Shares (approximately 96%
of the outstanding Shares) were tendered. Purchaser has accepted for payment
pursuant to the Offer on a pro rata basis (with appropriate adjustments to
avoid the purchase of fractional Shares) 2,363,003 Shares, which is
approximately 51% of the outstanding Shares on a diluted basis giving effect to
vested employee stock options. Pursuant to the Offer to Purchase (as defined
below), Purchaser has agreed to pay for the 2,363,003 Shares accepted pursuant
to the Offer as soon as practicable after the Expiration Date. The Offer,
which commenced on November 23, 1993, was made pursuant to an Acquisition
Agreement, dated as of November 17, 1993 (the "Acquisition Agreement"), among
the Company, Parent and Purchaser.
The terms of the Acquisition Agreement and other information
concerning the Offer are contained in the Offer to Purchase, dated November 23,
1993, as amended on December 7, 1993 (the "Offer to Purchase"), the related
Letter of Transmittal, dated November 23, 1993, and the
Solicitation/Recommendation Statement on Schedule 14D-9 of the Company, dated
November 23, 1993, as amended on December 7, 1993. Purchaser has disclosed in
the Offer to Purchase that it will utilize internally available funds and
capital contributions from Parent to satisfy the financing requirements in
connection with the Offer.
Pursuant to resolutions of the Board of Directors of the Company
adopted on December 13, 1993 (the "Resolutions"), and as required by the
Acquisition Agreement, the Company's by-laws have been amended to: (i) provide
for not less than 11 and not more than 21 directors; (ii) eliminate the
staggered board provisions; (iii) provide that directors must be Independent
Directors (as defined below), Parent Directors (as defined below), or employees
of the Company or its affiliates; and (iv) provide that the term of any
director who ceases to qualify as provided in clause (iii) above will
terminate. The Company has also agreed in the Acquisition Agreement to cause
the Board of Directors on the closing of the Offer to consist of 11 Parent
Directors, 2 Independent Directors and 8 Company Directors (as defined below).
An "Independent Director" means any person who is designated by Parent and (i)
is in fact independent and qualifies as an independent director in accordance
with New York Stock Exchange Rules, (ii) is not connected with Parent or the
Company or any of their respective affiliates as an officer, employee, trustee,
partner, director (other than of the Company) or person
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performing similar functions and (iii) has not been employed by the Company or
any of its subsidiaries during the preceding year.
Pursuant to the Board Resolutions, and as required by the Acquisition
Agreement, the Board of Directors of the Company will now consist of 21
directors: 11 of such directors, which have been designated by Parent ("Parent
Directors"), will now be Jorge Lankenau Rocha, Eduardo Camarena Legaspi,
Fernando De Jesus Valdes Medina, Jorge Antonio Garcia Garza, Rodirigo Padilla
Olvera, Juan Manuel Moller Gamez, Mauricio Morales Sada, Joseph P. Shanahan,
David S. Ruder, Neal A. Klegerman and James D. Van De Graaff; the 2 Independent
Directors will now be Vaughn R. Blake and Jonathan P. Kantor, each of whom is
currently a director of the Company; and the remaining 8 directors (the
"Company Directors") will now be Messrs. Kurt B. Karmin, Victor C. Chigas, Mark
J. Grant, Lawrence R. Helfand, Scott H. Lang, Norman E. Mains, Gregory P.
Quinlivan and Peter J. Schild, each of whom is currently a director of the
Company; provided that in the event that any of such initial Company Directors
resigns or otherwise ceases to be a director for any reason, then, during the
three years after consummation of the Offer, the other Company Directors will
have the right, by majority vote, to designate a replacement for such director
except in situations involving reduction of the number of directors, which
during such period will in no event reduce the number of Company Directors
below 3. Mr. Kenneth M. Karmin, a current director of the Company, has
resigned as a director.
The Acquisition Agreement provides that from the date Purchaser
accepted Shares for payment pursuant to the Offer until the third anniversary
of such date, the Board of Directors of the Company (i) will be not less than
11 directors and the number of Parent Directors will be equal to one more than
the total number of all other directors, which other directors will consist
solely of two Independent Directors and the Company Directors; and (ii) will
have an Audit Committee and a Compensation Committee, with the members of each
such committee being solely Independent Directors. Parent and Purchaser have
agreed in the Acquisition Agreement to, and to cause each of their affiliates
to, vote and take any action in their capacity as stockholders of the Company
to cause the Company to comply with its obligations under the foregoing
sentence.
Pursuant to the Resolutions, and as required by the Acquisition
Agreement, the Board of Directors of the Company also redeemed all Rights
outstanding under the Rights Agreement dated as of August 20, 1993, as amended
on November 16, 1993 (the "Rights Agreement"), between the Company and The
First Chicago Trust Company of New York effective immediately prior to
Purchaser's consummation of the Offer by accepting tendered Shares for payment.
This redemption is now effective.
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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 hereunto duly authorized.
RODMAN & RENSHAW CAPITAL GROUP, INC.
By: /s/ PETER J. SCHILD
Peter J. Schild
Chief Financial Officer and
Executive Vice President
Date: December 22, 1993
