<PAGE> 1
-----------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
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
-----------------
<PAGE> 2
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed on November 23, 1993
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. This amendment incorporates the Offer to Purchase, as hereby amended
and supplemented, which, with the Letter of Transmittal, together constitute
the "Offer." Capitalized terms not defined herein have the meanings set forth
in the Schedule 14D-1.
ITEM I. SECURITY AND SUBJECT COMPANY.
(b) The information set forth in the Supplement attached
hereto as Exhibit (a)(9) is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (c). The information set forth in the
Supplement attached hereto as Exhibit (a)(9) is incorporated herein by
reference.
ITEM II. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Supplement dated December 7, 1993 to the Offer to Purchase.
(a)(10) Text of Press Release dated December 7, 1993.
EXCEPT AS SPECIFICALLY AMENDED AND SUPPLEMENTED HEREBY, ALL PROVISIONS OF THE
OFFER REMAIN UNAFFECTED.
2
<PAGE> 3
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 6, 1993
ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GRUPO FINANCIERO
By /s/ FRANCISCO E. QUINTANILLA
Francisco E. Quintanilla
Chief Financial Officer
3
<PAGE> 4
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 6, 1993
ABACO GRUPO FINANCIERO, S.A. de C.V.
By /s/ FRANCISCO E. QUINTANILLA
Francisco E. Quintanilla
4
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Page No.
- ------- ----------
<S> <C> <C>
(a)(9) Supplement dated December 7, 1993 to the Offer to Purchase.
(a)(10) Text of Press Release dated December 7, 1993.
</TABLE>
<PAGE> 1
EXHIBIT (a)(9)
- ------------------------------------------------------------------------------
IMPORTANT NOTICE TO STOCKHOLDERS OF RODMAN & RENSHAW CAPITAL GROUP, INC.
- ------------------------------------------------------------------------------
ABACO CASA DE BOLSA, S.A. DE C.V., ABACO GRUPO FINANCIERO
A 99.99% SUBSIDIARY OF ABACO GRUPO FINANCIERO, S.A. DE C.V.
Has Amended Its
Offer to Purchase for Cash
51% of the Outstanding Shares of Common Stock
(on a diluted basis giving effect to vested employee stock options)
of
RODMAN & RENSHAW CAPITAL GROUP, INC.
at
$10.50 Net Per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, DECEMBER 21, 1993, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED
AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER EITHER (A) AT LEAST
2,233,911 SHARES, OR (B) THAT NUMBER OF SHARES WHICH, WHEN ADDED TO (i) ANY
SHARES SUBJECT TO THE STOCKHOLDER TENDER AGREEMENT (AS DEFINED IN THE OFFER TO
PURCHASE) WHICH HAVE NEITHER BEEN TENDERED NOR REQUESTED TO BE TENDERED BY THE
PURCHASER AND (ii) UP TO 220,000 SHARES ISSUABLE BY THE COMPANY TO THE PURCHASER
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER TO PURCHASE,
EQUALS 51% OF THE TOTAL SHARES OUTSTANDING (AFTER GIVING EFFECT TO ANY SUCH
ISSUANCE OF SHARES BY THE COMPANY).
THE PURCHASER WILL PURCHASE IN THE OFFER 2,363,003 SHARES, CONSTITUTING THE SUM
OF 2,233,911 SHARES, WHICH IS EQUAL TO 51% OF THE OUTSTANDING SHARES, PLUS
129,092 SHARES, WHICH IS EQUAL TO 51% OF THE NUMBER OF COMPANY EMPLOYEE STOCK
OPTIONS THAT WILL NOT BE CANCELLED BY THE COMPANY PRIOR TO THE EXPIRATION OF
THE OFFER.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY (WITH ONE DIRECTOR
ABSENT) APPROVED THE OFFER, HAS DETERMINED THAT THE OFFER IS FAIR TO AND IN THE
BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS AND RECOMMENDS THAT THEY ACCEPT
THE OFFER.
--------------
IMPORTANT
--------------
Any holder of Shares desiring to tender all or any portion of Shares owned by
the holder should either (i) complete and sign the Letter of Transmittal or a
manually executed facsimile copy thereof in accordance with the instructions in
the Letter of Transmittal, mail or deliver it and any other required documents
to the Depositary, and either deliver the certificates for such Shares to the
Depositary along with the Letter of Transmittal or deliver such Shares pursuant
to the procedure for book-entry transfer set forth in Section 3 of the Offer to
Purchase or (ii) request the holder's broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for the holder. A
stockholder having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such stockholder
desires to tender such Shares. A stockholder who desires to tender Shares and
whose certificates for such Shares are not immediately available or who cannot
comply in a timely manner with the procedure for book-entry transfer may tender
such Shares by following the procedures for guaranteed delivery set forth in
Section 3 of the Offer to Purchase.
Questions and requests for assistance or for additional copies of any documents
relating to the Offer may be directed to the Information Agent as its addresses
and telephone numbers set forth on the back cover of this Supplement.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
------------------------
December 7, 1993
<PAGE> 2
To the Holders of Common Stock of
RODMAN & RENSHAW CAPITAL GROUP, INC.:
This Supplement amends and supplements the Offer to Purchase
dated November 23, 1993 (the "Offer to Purchase") of Abaco Casa de Bolsa, S.A.,
de C.V., Abaco Grupo Financiero, a corporation incorporated under the laws of
the United Mexican States (the "Purchaser"), of which Abaco Grupo Financiero,
S.A. de C.V., a corporation incorporated under the laws of the United Mexican
States ("Parent"), owns 99.99% of the outstanding voting stock, pursuant to
which the Purchaser is offering to purchase 51% of the outstanding shares of
common stock, $.09 par value per share (the "Shares") on a diluted basis giving
effect to vested employee stock options, of Rodman & Renshaw Capital Group,
Inc., a Delaware corporation (the "Company"), at a 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, the related Letter of Transmittal and in this
Supplement, (which together constitute the "Offer").
Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the Purchaser will accept for payment and
thereby purchase, and will pay for 2,363,003 Shares, constituting the sum of
2,233,911 Shares, which is equal to 51% of the outstanding Shares, plus 129,092
Shares, which is equal to 51% of the excess of the number of vested Company
employee stock options (or options that would vest prior to the scheduled
expiration of the Offer) over the number of such options that are to be
cancelled prior to the expiration of the Offer. Pursuant to the Acquisition
Agreement, the Company has advised the Purchaser that, as of December 3, 1993,
there were 698,510 vested (or to be vested prior to the scheduled expiration of
the Offer) Company employee stock options and that the Company, in accordance
with the Acquisition Agreement, has obtained the consent of optionholders to
cancel a total of 445,390 of such options.
If the Purchaser purchases 2,363,003 Shares pursuant to the Offer
at $10.50 per Share, the aggregate cost to the Purchaser (including fees and
expenses related to the Offer) is expected to be approximately $26,000,000.
The Purchaser will utilize internally available funds and capital contributions
from Parent to satisfy the financing requirements in connection with the Offer.
Capitalized terms not defined herein have the meanings set forth
in the Offer to Purchase.
EXCEPT AS SPECIFICALLY AMENDED AND SUPPLEMENTED HEREBY, ALL PROVISIONS OF THE
OFFER TO PURCHASE REMAIN UNAFFECTED.
ABACO CASA DE BOLSA, S.A. DE C.V., ABACO GRUPO FINANCIERO
December 7, 1993
2
<PAGE> 3
The Depositary for the Offer is:
CHEMICAL BANK
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Chemical Bank (212) 629-8015 Chemical Bank
Reorganization Department (212) 629-8016 Bank Window
P.O. Box 3080 (For Eligible Institutions Only) 55 Water Street
G.P.O. Station 2nd Floor, Room 234
New York, New York 10116-3080 New York, New York 10041
Attn: Reorganization Department
</TABLE>
Confirm Facsimile By Telephone:
(212) 613-7137
For Information, Call Toll Free:
(800) 648-8169
Any questions or requests for assistance or additional copies of
this Supplement, the Offer to Purchase, the Letter of Transmittal and the
Notice of Guaranteed Delivery may be directed to the Information Agent at its
telephone numbers and location listed below. You may also contact your broker,
dealer, commercial bank, trust company or nominee for assistance concerning the
Offer.
For Information, Call Toll Free:
<TABLE>
<S> <C> <C>
Wall Street Plaza Banks and Brokers call
New York, New York 10005 GEORGESON (212) 440-9800 (collect)
(212) 509-6240 (collect) & COMPANY INC.
</TABLE>
CALL TOLL FREE: 1-800-223-2064
3
<PAGE> 1
EXHIBIT (a)(10)
FOR RELEASE ON
TUESDAY, DECEMBER 7, 1993
MONTERREY, MEXICO, DECEMBER 7, 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 in the offer it would
purchase a total of 2,363,003 shares. This figure represents 51% of Rodman's
outstanding common stock plus additional shares equal to 51% of the number of
vested employee stock options that Rodman optionholders have not consented to
cancel prior to the expiration of the offer.
Abaco Casa de Bolsa also announced that financing for the offer
will consist of internally generated funds of the Abaco group rather than a
loan as previously announced.
The offer is scheduled to expire at midnight on December 21,
1993, unless it is extended.
Abaco Casa de Bolsa is a brokerage subsidiary of Abaco Group
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).
FOR FURTHER INFORMATION PLEASE CONTACT THE INFORMATION AGENT FOR
THE OFFER, GEORGESON & COMPANY INC., AND ASK FOR BRIAN MADDUX, AT (212)
440-9862.
