<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
PURSUANT TO SECTION 13(D) OF THE SECURITIES EXCHANGE ACT OF 1934
RODMAN & RENSHAW CAPITAL GROUP, INC.
(Name of Subject Company)
ABACO GRUPO FINANCIERO, S.A. de C.V.
and
ABACO CASA DE BOLSA, S.A. de C.V., ABACO GRUPO FINANCIERO
(Bidders)
COMMON STOCK, $0.09 PAR VALUE
(Title of Class of Securities)
774877 10 4
(CUSIP Number of Class of Securities)
JORGE ANTONIO GARCIA GARZA
ABACO CORPORATIVO, S.A. de C.V.
MONTES ROCALLOSOS 505 SUR
RESIDENCIAL SAN AGUSTIN
GARZA GARCIA, N.L. MEXICO 66260
011-52-83-63-2030
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications on Behalf of Bidders)
COPIES TO:
DAVID S. RUDER
NEAL A. KLEGERMAN
BAKER & MCKENZIE
ONE PRUDENTIAL PLAZA
130 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-8094
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CUSIP No. 774877 10 4
14D-1
- --------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Abaco Grupo Financiero, S.A. de C.V., I.R.S. No.: None
- --------------------------------------------------------------------------
2. Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------
4. Sources of Funds
WC
- -------------------------------------------------------------------------
5. Check box if disclosure of legal proceedings is required [ ]
pursuant to Items 2(e) or 2(f)
- --------------------------------------------------------------------------
6. Citizenship or place of organization
United Mexican States
- --------------------------------------------------------------------------
7. Aggregate amount beneficially owned by each reporting person
2,363,003 shares of Common Stock
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8. Check box if the aggregate amount in row (7) excludes [ ]
certain shares
- --------------------------------------------------------------------------
9. Percent of class represented by amount in row (7)
54%
- --------------------------------------------------------------------------
10. Type of reporting person
HC, CO
- --------------------------------------------------------------------------
2
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CUSIP No. 774877 10 4
14D-1
- -------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero, I.R.S.
No.: None
- -------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
WC, AF
- -------------------------------------------------------------------------------
5. Check box if disclosure of legal proceedings is required [ ]
pursuant to items 2(e) or 2(f)
- --------------------------------------------------------------------------------
6. Citizenship or place of organization
United Mexican States
- --------------------------------------------------------------------------------
7. Aggregate amount beneficially owned by each reporting person
2,363,003 shares of Common Stock
- -------------------------------------------------------------------------------
8. Check box if the aggregate amount in row (7) excludes [ ]
certain shares
- -------------------------------------------------------------------------------
9. Percent of class represented by amount in row (7)
54%
- -------------------------------------------------------------------------------
10. Type of reporting person
BD, CO
- -------------------------------------------------------------------------------
3
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This Amendment No. 3 amends the Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1") filed on November 23, 1993, as previously amended
by Amendments No. 1 and 2, with respect to the offer by Abaco Casa de Bolsa,
S.A. de C.V., Abaco Grupo Financiero (the "Purchaser") and Abaco Grupo
Financiero, S.A. de C.V. ("Parent") to purchase up to 2,599,811 of the
outstanding shares of common stock, $0.09 par value (the "Shares"), of Rodman &
Renshaw Capital Group, Inc., a Delaware corporation (the "Company"), at a
purchase price of $10.50 per Share, net to the sellers in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
23, 1993 (the "Offer to Purchase"), a copy of which was attached as Exhibit
(a)(1) to the Schedule 14D-1. Capitalized terms not defined herein have the
meanings set forth in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The offer expired in accordance with its terms at 12:00 Midnight,
New York City time, on December 21, 1993. The Purchaser has been informed by
the Depositary that 4,212,342 Shares were tendered and not withdrawn pursuant
to the Offer, and the Purchaser has notified the Depositary that they have
accepted for payment 2,363,003 Shares. The purchased Shares were accepted on a
pro rata basis from the tendered Shares. Accordingly, the Purchaser accepted
for payment approximately 56.09713% of the Shares tendered by each shareholder.
Press releases attached as Exhibits (a)(13) and (a)(14) are incorporated herein
by reference.
ITEM II. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Text of Press Release dated December 22, 1993.
(a)(14) Text of Press Release dated December 30, 1993.
4
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Signature
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Date: December 30, 1993
ABACO GRUPO FINANCIERO, S.A. de C.V.
By /s/ FRANCISCO E. QUINTANILLA
Francisco E. Quintanilla
Chief Financial Officer
5
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Signature
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Date: December 30, 1993
ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GRUPO FINANCIERO
By /s/ FRANCISCO E. QUINTANILLA
Francisco E. Quintanilla
6
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Page No.
- ------- ----------
<S> <C>
(a)(13) Text of Press Release dated December 22, 1993.
(a)(14) Text of Press Release dated December 30, 1993.
</TABLE>
7
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Exhibit (a)(13)
NEWS BULLETIN RE: RODMAN & RENSHAW CAPITAL GROUP, INC.
120 South LaSalle Street
Chicago, Illinios 60603
TRADED: NYSE
SYMBOL: RR
FROM: The Financial Relations Board, Inc.
Financial Relations Board, Inc. serves as financial relations counsel to this
company, is acting on the company's behalf in issuing this bulletin and
receiving compensation therefor. The information contained herein is
furnished for information purposes only and is not to be construed as an offer
to buy or sell securities.
For Further Information:
AT RODMAN & RENSHAW: AT THE FINANCIAL RELATIONS BOARD:
Gregory P. Quinlivan Maryellen Thielen or Bess Gallanis
General Counsel 875 N. Michigan Ave., Suite 2250
(312) 977-7800 Chicago, Illinois 60611
(312) 266-7800
FOR APPROVAL ONLY
WEDNESDAY, DECEMBER 22, 1993
RODMAN & RENSHAW AND ABACO CASA DE BOLSA
ANNOUNCE COMPLETED OFFER FOR 51 PERCENT
OF RODMAN'S OUTSTANDING SHARES
CHICAGO, December 22, 1993 -- ABACO Casa de Bolsa. S.A. de C.V., ABACO Grupo
Financiero and Rodman & Renshaw Capital Group, Inc. jointly announced today
that ABACO Casa de Bolsa has successfully consummated its tender offer for 51
percent of the sum of the number of shares of Rodman's outstanding common stock
and the number of currently vested employee stock options at $10.50 per share
in cash. Based on a preliminary count, approximately 4.2 million shares of
Rodman's common stock were validly tendered by the December 21 expiration date.
This represents about 96 percent of Rodman's outstanding shares of common
stock. ABACO Casa de Bolsa has accepted for payment on a pro rata basis
2,363,003 shares and has paid to the Depositary the $10.50 per share purchase
price for such shares, which the Depositary will distribute to tendering Rodman
stockholders as soon as practicable.
Rodman also announced that its board of directors redeemed all rights
outstanding under the Rights Agreement dated as of August 20, 1993, as
amended, between Rodman and The First Chicago Trust Company of New York, as
Rights Agent, effective immediately prior to ABACO Casa de Bolsa's acceptance
of tendered shares for payment.
Jorge Lankenau, ABACO's chairman of the board, stated, "We're extremely
proud to take part in the internationalization of the financial sector. This
is the first instance, as far as we know, in which a Mexican securities firm
has acquired a majority interest in an American company as well known as Rodman
& Renshaw Capital Group (founded in 1951). We are entering through a large
door to the most important capital market of the world, and through Rodman &
Renshaw we will be the first Mexican company with seats on the main markets of
the financial world, such as the New York Stock Exchange, the American Stock
Exchange, the Chicago Board of Trade and the Chicago Mercantile Exchange."
-MORE-
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RODMAN & RENSHAW
ADD -1-
"We look forward to working closely with ABACO to develop Rodman &
Renshaw's strengths and generate new business," said Norman E. Mains, president
and chief executive officer of Rodman & Renshaw. "We have been quite impressed
with the ABACO organization, and believe that a large number of opportunities
will emerge from the association."
ABACO Casa de Bolsa is a brokerage subsidiary of ABACO Grupo
Financiero, S.A. de C.V., a Mexican multi-faceted financial services holding
company with a net worth in excess of $650 million, which also holds a
commercial bank (Confia, S.A.), a leasing company, a foreign exchange company,
a factoring company and an insurance company. ABACO's shares are traded on the
Mexican Stock Exchange (symbol ABACOGF).
Rodman & Renshaw Capital Group, Inc., through its principal subsidiary,
Rodman & Renshaw, Inc., is a full-service securities and commodities
broker/dealer and investment banking firm with approximately 500 employees.
Rodman will continue to be headquartered in Chicago and also has offices in New
York, Kansas City, Cleveland, Los Angeles, Milwaukee and Northbrook, Illinois.
<PAGE> 1
NEWS RELEASE
Wall Street Plaza
New York, NY 10005
212-440-9800
FAX 212-440-9009
Exhibit (a)(14)
GEORGESON
& COMPANY INC.
From: ABACO CASA de BOLSA, For Release: IMMEDIATELY
S.A. de C.V., ABACO
GRUPO FINANCIERO Contact: ARTHUR B. CROZIER
(212) 440-9861
MONTERREY, MEXICO, December 30, 1993.....Abaco Casa de Bolsa, S.A. de C.V.,
Abaco Grupo Financiero, the Mexican brokerage firm that last month commenced a
tender offer for 51% of the outstanding common stock of Rodman & Renshaw
Capital Group, Inc., the Chicago-based securities and commodities broker-dealer
and investment banking firm, at $10.50 per share in cash, announced today that
4,212,342 shares were tendered and not withdrawn pursuant to the offer which
expired in accordance with its terms at 12:00 Midnight, New York City time, on
December 21, 1993. Abaco Casa de Bolsa has accepted for payment 2,363,003
shares. The purchased shares were accepted on a pro-rata basis from the
tendered shares. Accordingly, Abaco Casa de Bolsa has accepted for payment
56.09713% of the shares tendered by each shareholder.
Abaco Casa de Bolsa is a brokerage subsidiary of Abaco Grupo Financiero, S.A.
de C.V., a Mexican multi-faceted financial services holding company with a net
worth in excess of $650 million, which also holds a commercial bank (Confia,
S.A.), a leasing company, a foreign exchange company, a factoring company and
an insurance company. Abaco's shares are traded on the Mexican Stock Exchange
(symbol ABACOGF).
