<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 December 31, 1993
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Commission file number 33-4649
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Rodman & Renshaw Capital Group, Inc.
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(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
February 4, 1994.
Total Pages In This Report - 55
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION Page
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Item 1. Financial Statements -
Condensed Consolidated Statements of Financial Condition
December 31, 1993 (unaudited) and June 25, 1993. 3
Condensed Consolidated Statements of Income (unaudited)
Three and six months ended December 31, 1993 and
December 31, 1992. 4
Condensed Consolidated Statements of Cash Flows (unaudited)
Six months ended December 31, 1993 and December 31, 1992 5
Notes to Condensed Consolidated Financial Statements
(unaudited) - December 31, 1993. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 13
EXHIBITS E-1
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>
DECEMBER 31
1993 JUNE 25
(UNAUDITED) 1993
------------ --------
<S> <C> <C>
ASSETS
Cash $ 1,996 $ 1,121
Cash and short-term investments required to
be segregated under federal regulations
(including resale agreements:
12/31/93-$45,000; 06/25/93-$52,241) 48,844 62,799
Receivables:
Customers 46,748 56,097
Brokers, dealers and clearing organizations 107,932 130,378
Miscellaneous 17,971 7,417
Securities inventory, at market 68,060 41,011
Memberships in security and commodity exchanges at cost,
(market value 12/31/93-$5,792; 06/25/93-$5,735) 4,371 5,149
Furniture, fixtures and leasehold improvements,
at cost, less accumulated depreciation and
amortization (12/31/93-$2,161; 06/25/93-$1,702) 2,852 3,609
Prepaid expenses and other assets 2,317 1,881
Recoverable income taxes 329
Deferred income taxes 1,144 407
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$ 302,235 $ 310,198
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---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term notes payable to banks $ 36,393 $ 38,562
Payables:
Customers 126,231 121,696
Brokers,dealers and clearing organizations 57,091 83,127
Miscellaneous 1,648 3,098
Securities sold but not yet purchased, at market 31,717 15,751
Accrued commissions 2,144 2,394
Accounts payable and accrued expenses 8,094 6,660
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263,318 271,288
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, $.09 par value: 20,000,000 shares
authorized; 4,380,000 and 4,372,000 issued at
12/31/93 and 6/25/93 394 393
Additional paid - in capital 14,814 14,774
Retained earnings 16,959 15,743
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32,167 30,910
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$ 302,235 310,198
---------- ----------
---------- ----------
</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 SIX MONTHS ENDED
DECEMBER 31 DECEMBER 31
1993 1992 1993 1992
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES:
Commissions $ 8,065 $ 9,511 $ 15,745 $ 18,683
Principal 9,111 8,652 19,244 15,819
Interest 2,509 2,733 4,830 5,293
Fee Income 3,370 675 5,986 1,047
Other 386 379 3,533 1,058
--------- --------- --------- ---------
TOTAL REVENUES 23,441 21,950 49,338 41,900
EXPENSES:
Employee compensation and benefits 15,267 12,181 28,536 23,734
Commissions, floor brokerage
and clearance 2,130 2,109 4,048 4,315
Interest 1,554 1,853 2,991 3,374
Occupancy and equipment 1,455 1,631 2,928 3,240
Communications 1,482 1,667 3,055 3,312
Other operating expenses 3,581 1,882 6,010 3,228
--------- --------- --------- ---------
TOTAL EXPENSES 25,469 21,323 47,568 41,203
Income (loss) before cumulative
effect of change in accounting
for income taxes --------- --------- --------- ---------
(2,028) 627 1,770 697
Tax provision (Benefit) (385) 309 554 346
--------- --------- --------- ---------
Income (loss) before cumulative
effect of change in accounting
for income taxes (1,643) 318 1,216 351
Cumulative effect of change in
accounting for income taxes - - - 18
--------- --------- --------- ---------
NET INCOME (LOSS) $ (1,643) $ 318 $ 1,216 $ 369
--------- --------- --------- ---------
Earnings Per Share Data:
Net income (loss) per share
before cumulative effect of
change in accounting for
income taxes ($0.38) $0.07 $0.28 $0.08
Per share cumulative effect
of change in accounting for
income taxes - - - -
Net income (loss) per share
and common share equivalent
Simple ($0.38) $0.07 $0.28 $0.08
Primary N/A N/A $0.26 N/A
Weighted Average Shares
and Common Share Equivalents 4,380 4,365 4,377 4,365
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
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RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31 DECEMBER 31
1993 1992
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<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 1,216 $ 369
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization 459 510
Loss on sale of exchange memberships 18
Net change in certain assets and liabilities:
Cash and short-term investments required to
be segregated under federal regulations 13,955 (1,640)
Receivables from and payables to customers,
brokers, dealers and clearing organizations 10,294 (3,320)
Miscellaneous receivables (10,554) (15,645)
Recoverable income taxes and income taxes payable (408) (159)
Securities owned (27,049) (17,629)
Prepaid expenses and other assets (436) (239)
Accounts payable and accrued expenses 1,434 458
Accrued commissions (250) (52)
Miscellaneous payables (1,450) (4,262)
Securities sold but not yet purchased 15,966 9,703
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NET CASH FLOWS FROM OPERATING ACTIVITIES 3,195 (31,906)
INVESTING ACTIVITIES
(Purchase) sale of furniture, fixtures
and leasehold improvements 298 (353)
(Purchase) sale of memberships in security
and commodity exchanges 760 (11)
---------- ----------
NET CASH FLOWS FROM INVESTING ACTIVITIES 1,058 (364)
FINANCING ACTIVITIES
Net increase (decrease) in short-term notes
payable to banks (2,169) 34,268
Payment of liabilities subordinated to claims
of General Creditors (1,250) (500)
Proceeds from exercise of stock options 41
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NET CASH FLOWS FROM FINANCING ACTIVITIES (3,378) 33,768
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 875 (1,498)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,121 1,469
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,996 $ 2,967
---------- ----------
---------- ----------
</TABLE>
See Notes to Condensed Consolidated Financial Statements
5
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1993 (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of Rodman & Renshaw
Capital Group, Inc. and subsidiaries (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, 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 Rodman 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 quarter ended December 31, 1992,
commission revenue and commission expense were reduced by $1.43 million and
$2.90 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 No. 109, "Accounting for Income Taxes". The six month
period ended December 31, 1992 results were restated to reflect a cumulative tax
benefit of $18,000, resulting in a restated six month net income of $369,000.
NOTE C - ACCOUNTING PRONOUNCEMENTS TO BE IMPLEMENTED
In fiscal 1995, the Company will be required to adopt Statement of Financial
Accounting Standards ("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 financial condition or
results of operations.
6
<PAGE>
NOTE D - TENDER OFFER
On December 22, 1993, Abaco Casa de Bolsa, a subsidiary of Abaco Grupo
Financiero S.A. de C.V., consummated its tender offer for 51% of the sum of the
number of shares of the Company's outstanding common stock and the number of
vested employees stock options not cancelled by the Company pursuant to the
November 17, 1993 Acquisition Agreement, at the purchase price of $10.50 per
share in cash. Approximately 4.2 million shares or 96% of the Company's
outstanding common stock were validly tendered by the December 21, 1993
expiration date. Abaco Casa de Bolsa accepted for payment approximately 2.4
million shares.
The Company also announced that its board of directors redeemed all rights
outstanding under the Rights Agreement dated August 20, 1993, as amended,
between the Company 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.
NOTE E - 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, 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 December 31, 1993, and June 25, 1993, Rodman had
net capital of $12.66 million and $15.84 million, respectively, or $7.27 million
and $10.79 million, respectively, in excess of required net capital.
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 and 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.
The Company reported improved revenues for the second quarter and first six
months of fiscal year 1994. Revenues for the quarter ended December 31, 1993
totalled $23.44 million, a 7% increase from $21.95 million over the previous
year's second quarter revenues. For the six month period ended December 31,
1993, the Company reported revenues of $49.34 million, a record high, up 18%
from the comparable period one year ago.
For the most recent quarter the Company recorded a net loss of $1.64 million or
38 cents per share, primarily due to $2.9 million of non-recurring expenses.
These one-time expenses included the cost of cancelling vested stock options for
eligible employees, as provided in the Abaco Acquisition Agreement, and of
investment banking and legal fees paid in connection with the acquisition
process. For the second quarter of the prior fiscal year, the Company reported
net income of $318,000 or 7 cents per share.
For the six month period, the Company reported net income of $1.22 million or 26
cents per share and common share equivalent as compared to net income of
$369,000 or 8 cents per share in the first half of fiscal 1993.
REVENUES
Commission revenue fell 15% to $8.07 million for the quarter ended December 31,
1993, from $9.51 million in the year earlier quarter. For the six months ended
December 31, 1993 commissions declined 16% to $15.75 million. The decrease is
primarily related to the loss of commissions from the London branch that was
sold during the first quarter of fiscal 1994. (After commission payouts to
account executives, costs of clearing and brokerage, and fixed expenses, the
London activity did not contribute materially to net income.) Revenues from
principal transactions include mark-ups and realized and unrealized gains and
losses on securities held for resale. Principal transaction revenues rose 5%
and 22% for the quarter and six months ended December 31, 1993, due to increased
underwriting activities, increased sales of corporate bonds and notes, and
increased sales of mortgage backed products.
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
8
<PAGE>
revenues decreased by $224,000 for the quarter ended December 31, 1993, as
compared to the quarter ended December 31, 1992, primarily due to a decrease in
customer margin financing balances and continued decreasing interest rates.
Fee income which includes the activities of the Investment Banking Division
increased 399% and 472% for the quarter and six months ended December 31, 1993,
respectively, from the comparable periods a year earlier. This increase
reflects the number of transactions closed during the period as compared to the
year earlier quarter and six months.
EXPENSES
Employee compensation and benefit expense, which is primarily variable in
nature, increased by 25% for the quarter ended December 31, 1993. This increase
is directly attributable to the increases in principal revenues and fee income,
as well as the $2.02 million cost of cancelling vested stock options for
eligible employees as provided in the Abaco Acquisition Agreement.
Interest expense decreased $299,000 or 16% to $1.55 million for the three-month
period ended December 31, 1993. This decrease is due to lower prevailing
interest rates as compared to the same period last year.
Occupancy and equipment expense and communications expense both decreased 11%
compared to the first quarter of last fiscal year. These decreases are due in
part to the divestiture of the London branch.
Clearance and floor brokerage, a variable expense, remained flat at $2.13
million.
Other operating expenses increased 90% to $3.58 million as compared to the first
quarter of fiscal 1992. This increase is primarily due to investment banking
and legal fees paid in connection with the Abaco acquisition.
LIQUIDITY & CAPITAL RESOURCES
The Statement of Financial Condition reflects cash, cash equivalents and
restricted cash at December 31, 1993, of $50.84 million which includes $48.84
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 66% to $68.06 million, from June 25, 1993, to
December 31, 1993. Securities sold, not yet purchased increased 100% to $31.72
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. Management intends to continue
to maintain the financial controls, including hedging strategies, necessary to
support increased inventories so that additional product is available for
resale.
The Company does not participate in merchant banking activities or extend bridge
financing.
9
<PAGE>
The 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 December 31, 1993, customer payable balances
increased 4% to $126.23 million and payables to brokers, dealers and clearing
organizations have decreased 31% to $57.09 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 the Company's regulatory net
capital as of December 31, 1993. 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 sell 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. Repayment is subject to regulatory approvals, documentation,
and various conditions specified in the agreement. The repayment of the
subordinated debt is not expected to have an adverse effect on the Company's
operations.
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.
The Company at the current time does not plan any major capital expenditures,
acquisitions or investments for fiscal year 1994. Future 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, the Company is required by the SEC to maintain
specified amounts of liquid net capital to meet its customer obligations. At
December 31, 1993, the Company's regulatory net capital was $12.66 million,
which was $7.27 million in excess of required net capital.
10
<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).
11
<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 December 22, 1993. This filing
reported a change in control of the registrant under Item No. 2 of the
Rules of Form 8-K.
12
<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: February 14, 1994 /s/ Joseph Shanahan
------------------------------
Joseph Shanahan
Vice President with Powers of
Chief Executive Officer
Date: February 14, 1994 /s/ Peter J. Schild
-------------------------
Peter J. Schild
Executive Vice President and
Chief Financial Officer
13
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Certain exhibits to this report on Form 10Q have been incorporated by reference.
For a list of these exhibits see Item 6 hereof. The following exhibits are
being filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<C> <S> <C>
(3) Articles of Incorporation and By-Laws
(a) Amendment to By-Laws dated December 13, 1993 E-2
(b) Amendment to By-Laws dated January 10, 1994 E-7
(10) Material Contracts
(a) Contract to purchase Officer's Incentive
Stock Option E-18
(11) Statement regarding computation of net income
per share E-42
</TABLE>
E-1
<PAGE>
EXHIBIT 3(a)
AMENDMENTS TO BY-LAWS
OF
RODMAN & RENSHAW CAPITAL GROUP, INC.
RESOLVED, that effective on the Tender Closing Date (as that
term is defined in the Acquisition Agreement with Abaco):
1. Section 2 of Article III of the By-Laws of this corporation be
and hereby is deleted in its entirety and replaced with the
following:
SECTION 2. QUALIFICATIONS. Directors of this corporation
shall be Independent Directors (as defined below), Parent
Directors (as defined below), or employees of this corporation
or its affiliates. The term of any director who ceases to
qualify as provided in the foregoing sentence shall
immediately and without any further action terminate
forthwith. "Parent Directors" means such persons as are
designated by Abaco Grupo Financiero, S.A. de C.V. ("Parent"),
as such designation may change from time to time. An
"Independent Director" means any person designated by Parent
who (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 this corporation or any
of their respective affiliates as an officer, employee,
trustee, partner, director (other than of this corporation) or
person performing similar functions and (iii) has not been
employed by this corporation or any of its subsidiaries during
the preceding year.
2. Section 2 of Article III of the By-Laws of this corporation be
and hereby is deleted in its entirety and replaced with the
following:
SECTION 3. NUMBER AND ELECTION OF DIRECTORS. The number of
directors which shall constitute the whole Board of Directors
shall be fixed from time to time by resolution of the Board of
Directors but shall not be less than 11 nor more than 21.
Except as provided in Section 10 of this Article III,
directors shall be elected by a plurality of the votes cast at
Annual Meetings of Stockholders. At each Annual Meeting of
Stockholders, directors shall be elected for a term expiring
at the next Annual Meeting of Stockholders and until their
successors have been duly elected and qualified.
3. Section 10 of Article III of the By-Laws of this corporation
be and hereby is deleted in its entirety and replaced with the
following:
SECTION 10. VACANCIES. Vacancies in the Board of Directors,
through death, resignation or otherwise, and newly created
directorships resulting from an increase in the number of
directors, may be filled by a majority of the
E-2
<PAGE>
remaining directors in office, though less than a quorum, or
by the sole remaining director. Directors elected to fill
vacancies shall hold office for a term expiring at the next
Annual Meeting of Stockholders and until their successors have
been duly elected and qualified, or until their earlier
resignation or removal.
DIRECTORS
RESOLVED, that effective as of the Tender Closing Date, the
resignation of Mr. Kenneth M. Karmin as a director of this
corporation, effective as of the Tender Closing Date, is hereby
accepted by the Board;
RESOLVED, that the number of directors is set at 21 and the
following additional persons are hereby elected as directors of
this corporation to hold office until their successors are elected
and qualify:
Jorge Lankenau Rocha Mauricio Morales Sada
Eduardo Camarena Legaspi Joseph P. Shanahan
Fernando De Jesus Valdes Medina David S. Ruder
Jorge Antonio Garcia Garza Neal A. Klegerman
Rodrigo Padilla Olvera James D. Van De Graaff
Juan Manuel Moller Gamez
so that at the Tender Closing Date, the Board will consist of such
persons and Messrs. Kurt B. Karmin, Blake, Chigas, Grant, Helfand,
Lang, Kantor, Mains, Quinlivan and Schild.
REDEMPTION OF RIGHTS
RESOLVED, that the outstanding stockholder Rights (the
"Outstanding Rights") issued pursuant to the Rights Agreement dated
as of August 20, 1993 (the "Rights Agreement") between the Company
and The First Chicago Trust Company of New York, as Rights Agent,
are hereby redeemed effective immediately prior to Abaco's
consummation of the Offer by accepting tendered shares for payment,
pursuant to Section 23 of the Rights Agreement;
RESOLVED, that the redemption price of $0.01 per Outstanding
Right be paid to holders of record of the Outstanding Rights as of
the Tender Closing Date.
ADOPTION OF 1993 STOCK OPTION PLAN
RESOLVED, that the Rodman & Renshaw Capital Group, Inc. 1993
Stock Option Plan (the "Stock Option Plan") in the form submitted
to directors and attached hereto is hereby approved and adopted;
RESOLVED, that in accordance with this corporation's By-laws,
the Board of Directors hereby creates a Stock Option Committee,
which shall have the responsibilities set forth in Section 4 of the
Stock Option Plan, and the Stock Option
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Committee of the Board of Directors is hereby empowered to
implement such Stock Option Plan in accordance with its terms;
RESOLVED, that this corporation is hereby authorized to issue
and sell 900,000 shares of common stock in accordance with the
terms of the Stock Option Plan, and such shares, when so issued and
sold against payment therefor, as provided in the Stock Option
Plan, shall be deemed fully paid and non-assessable shares of
common stock of this corporation;
RESOLVED, that there is hereby reserved for issuance and
delivery upon exercise of options granted under the Stock Option
Plan, 900,000 shares of common stock of this corporation and, upon
issuance and delivery of such shares for the consideration
specified in the options, such shares shall be fully paid and non-
assessable shares of common stock;
RESOLVED, that the Chief Executive Officer, President or Chief
Financial Officer of this corporation are, and each of them acting
alone hereby is, authorized to execute and deliver, in the name of
and on behalf of this corporation, stock option agreements to each
person being granted options pursuant to the Stock Option Plan,
such agreements to be in such form as approved by the Stock Option
Committee of this corporation; and
RESOLVED, that the proper officers of this corporation are
hereby authorized to take such further action and to execute,
deliver and file such further instruments and documents, in the
name of and on behalf of this corporation, and under its corporate
seal or otherwise, which shall in their judgment be necessary,
proper and advisable in order to fully carry out the intent and
effectuate the purposes of the foregoing resolutions.
FORM S-8 REGISTRATION STATEMENT
RESOLVED, that the Board of Directors hereby declares it to be
advisable and in the best interest of this corporation that the
shares of common stock of this corporation reserved for issuance
under (i) the Stock Option Plan, (ii) the Company's Incentive Stock
Option Plan adopted June 24, 1983 and (iii) the Company's Incentive
Stock Option Plan adopted as of June 24, 1993 (collectively, the
"Shares") be registered under the Securities Act of 1933;
RESOLVED, that the Chairman, President or any Executive Vice
President of this corporation are hereby authorized to do all such
acts and things, and to execute, deliver and file all such
documents (including, without limitation, a Registration Statement
on Form S-8 to be filed with the Securities and Exchange Commission
and the Prospectus which is a part thereof, and any amendments or
supplements thereto), in order to effect the registration under the
Securities Act of 1933 of the Shares;
RESOLVED, that each of the Chairman, President or any
Executive Vice President is hereby authorized in the name and on
behalf of the Company to take any and all actions which any of
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them deem necessary or desirable in order to effect the
registration or qualification (or exemption therefrom) of the
Shares for offer, sale or trading under the Blue Sky or securities
laws of any of the states, territories and possessions of the
United States of America and in connection therewith to execute,
acknowledge, verify, deliver, file or cause to be published any
applications, reports, consents to service of process, appointments
of attorneys to receive service of process and other papers and
instruments which may be required under such laws, and to take any
and all further action which any of them deem necessary or
desirable in order to maintain any such registration or
qualification for as long as such officer deems necessary or
desirable;
FURTHER RESOLVED, that each of the Chairman, President or any
Executive Vice President is authorized and directed to make
application to the New York Stock Exchange ("NYSE") for the listing
of the Shares, such listing to become effective upon the official
notice of issuance of the Shares, or as soon thereafter as may be
practicable, and in connection therewith, to execute in the name of
and on behalf of the Company and to deliver and file all such
documents as such officer deems necessary or desirable to
accomplish such listing;
FURTHER RESOLVED, that each of the Chairman, President or any
Executive Vice President is authorized to appear on behalf of the
Company before the appropriate committee or bodies of the
Securities and Exchange Commission and NYSE, as such appearance may
be required, with authority to make such changes in any
Registration Statement or listing application, and in any agreement
or other document that may be delivered or filed in connection
therewith, as, in his discretion, may be necessary or desirable in
order to effect the registration and listing of the Shares;
FURTHER RESOLVED, that each of the Chairman, President or any
Executive Vice President is hereby authorized to do all such acts
and things, to execute and deliver all such documents, and to incur
and pay all such fees and expenses, as he may deem necessary or
desirable to carry out and comply with the intent and purpose of
these resolutions, and all such acts of such officers, whether
heretofore or hereafter done or performed are hereby, in all
respects, adopted, approved, and ratified as the valid and
subsisting acts of this corporation.
ISSUANCE OF SHARES PURSUANT TO ACQUISITION AGREEMENT
RESOLVED, that this corporation is hereby authorized to issue
and sell up to 220,000 shares of common stock of this corporation
to Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero, in
accordance with the terms of the Acquisition Agreement, and such
shares, when so issued and sold against payment therefor, as
provided in the Acquisition Agreement, shall be deemed fully paid
and non-assessable shares of common stock of this corporation.
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GENERAL
RESOLVED, that in order to fully carry out the intent and
effectuate the purposes of the foregoing resolutions, the Chairman,
President or any Executive Vice President of this corporation
hereby are authorized and empowered to take all such further action
which shall in their judgment be necessary, proper or advisable in
order to fully carry out the intent and effectuate the purposes of
the foregoing resolutions.
Respectfully submitted,
/s/ Gregory P. Quinlivan
------------------------
Gregory P. Quinlivan, Secretary
Adopted December 13, 1993
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EXHIBIT 3(b)
AMENDED AND RESTATED
BY-LAWS
OF
RODMAN & RENSHAW CAPITAL GROUP, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be established
and maintained at the office of The Corporate Trust Company, in the City of
Wilmington, in the County of New Castle, in the State of Delaware, and said
Company shall be the registered agent of this corporation in charge thereof.
SECTION 2. OTHER OFFICES. The corporation may have other offices, either
within or outside of the State of Delaware, at such place or places as the Board
of Directors may from time to time appoint or the business of the corporation
may require.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of stockholders of the
corporation for the election of directors and the transaction of other business
shall be held, in each year, on the date and at the time as shall be fixed by
the Board of Directors and stated in the notice of said meeting. Such annual
meetings shall be general meetings open for the transaction of any business
within the powers of the corporation without special notice of such business,
except in cases in which special notice is required by statute, by the
certificate of incorporation or by these by-laws.
SECTION 2. SPECIAL MEETINGS. Unless otherwise prescribed by statute,
special meetings of the stockholders shall be called by the Chairman of the
Board upon receipt of a written request therefor, stating the purpose thereof
and signed by a majority of the directors. No business other than that stated
in the notice described in the next succeeding section shall be transacted at
any special meeting without the unanimous consent of all of the stockholders
entitled to vote thereat.
SECTION 3. NOTICE OF MEETINGS. (a) Except as otherwise provided by law,
and as set forth in subsection (b) hereof, written or printed notice stating the
place, date and hour of the meeting and, in the case of a special meeting, a
brief statement of the
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purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of every meeting of
stockholders, either personally or by mail, by or at the direction of the
President and Chief Operating Officer or the Secretary, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail addressed to the
stockholder at his address as it appears on the records of the corporation, with
postage thereon prepaid. Whenever any notice is required to be given under the
provisions of Delaware law, the certificate of incorporation or these by-laws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether it be before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. It shall not be requisite to the
validity of any meeting of stockholders that notice thereof, whether prescribed
by law, by the certificate of incorporation or by these by-laws, shall have been
given to any stockholder who attends in person or by proxy. No notice other
than by verbal announcement need be given of any adjourned meetings of
stockholders.
(a) Stockholders intending to nominate directors for election must
deliver written notice thereof to the Secretary of the corporation not later
than (i) with respect to an election to be held at an annual meeting of
stockholders, ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders, and (ii) with respect to an election
to be held at a special meeting of stockholders, the close of business on the
tenth day following the date on which notice of such meeting is first given to
stockholders. The notice shall set forth certain information concerning such
stockholder and his nominee(s), including their names and addresses, a
representation that the stockholder is entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice, a description of all arrangements or
understandings between the stockholder and each nominee, such other information
as would be required to be included in a proxy statement soliciting proxies for
the election of the nominees of such stockholder and the consent of each nominee
to serve as a director of the Company if so elected. The chairman of the annual
or special meeting of the corporation may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.
SECTION 4. PLACE OF MEETINGS. Annual and special meetings of
stockholders may be held at one of the corporation's offices or at such place or
places within or without the State of Delaware as shall be determined by the
Board of Directors.
SECTION 5. QUORUM. Except as otherwise required by law, the certificate
of incorporation or these by-laws, the presence, in person or by proxy, of
stockholders holding a majority of the stock
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of the corporation entitled to vote shall constitute a quorum at all meetings of
the stockholders. In case a quorum shall not be present at any meeting, a
majority in interest of the stockholders entitled to vote thereat, present in
person or by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
amount of stock entitled to vote shall be present. If upon the reconvening of
any such adjourned meeting a majority of the stock entitled to vote shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed, but only those stockholders entitled to vote
at the meeting as originally noticed shall be entitled to vote at such time as
it is reconvened.
SECTION 6. VOTING. Each stockholder entitled to vote in accordance with
the terms of the certificate of incorporation or these by-laws shall be entitled
to one (1) vote for each share of stock entitled to vote held by such
stockholder. Shares of its own stock belonging to the corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by the corporation in a fiduciary capacity may be voted
and shall be counted in determining the total number of outstanding shares at
any given time. When a quorum is present or represented at any meeting of
stockholders, the vote of the holders of a majority of the shares present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which a different vote is required by
virtue of an express provision of law, the certificate of incorporation or
another section of these by-laws.
SECTION 7. PROXIES. Any stockholder entitled to vote at a meeting of
stockholders may vote either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact.
SECTION 8. LIST OF STOCKHOLDERS. At least ten (10) days prior to each
meeting of stockholders at which directors are to be elected, the Secretary
shall make or cause to be made a complete list of the stockholders entitled to
vote at the ensuing election, arranged in alphabetical order, showing the
mailing address of each according to the records of the corporation and the
number of voting shares held by each. Such list shall be kept on file at
the office of the corporation for a period of ten (10) days prior to such
meeting, and shall at all times during the usual hours for business be open to
the examination of any stockholder, and also shall be produced and kept at the
time and place of such election for the inspection of any stockholder during the
whole time thereof.
The original stock ledger or transfer book, or a duplicate thereof, kept at
the principal office of the corporation, shall be
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PRIMA FACIE evidence as to the stockholders who are entitled to examine such
list or stock ledger or transfer book or to vote at any meeting of stockholders.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, which may exercise
all of the powers of the corporation except such as are by law, the certificate
of incorporation or these by-laws conferred upon or reserved to the
stockholders. Continuing and exclusive authority to fix, supervise and control
the professional business and other affairs of the corporation shall be wholly
vested in the Board of Directors.
SECTION 2. QUALIFICATIONS. Directors of this corporation shall be
Independent Directors (as defined below), Parent Directors (as defined below),
or Company Directors (as defined below). "Company Directors" are employees of
the corporation or its affiliates. The term of any Company Director who ceases
to qualify as provided in the foregoing sentence shall immediately and without
any further action terminate forthwith. "Parent Directors" means such persons
as are designated by Abaco Grupo Financiero, S.A. de C.V. ("Parent"), as such
designation may change from time to time. An "Independent Director" means any
person designated by Parent who (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 corporation or any of their respective
affiliates as an officer, employee, trustee, partner, director (other than of
the corporation) or person performing similar functions and (iii) has not been
employed by the corporation or any of its subsidiaries during the preceding
year.
SECTION 3. NUMBER, ELECTION AND REMOVAL OF DIRECTORS. The number
of directors which shall constitute the whole Board of Directors shall be fixed
from time to time by resolution of the Board of Directors, but shall not be less
than eleven (11) nor more than twenty-one (21). Except as provided in
Section 10 of this Article III, directors shall be elected by a plurality of the
votes cast at Annual Meetings of Stockholders. At each annual meeting of
stockholders, directors shall be elected for a term expiring at the next annual
meeting of stockholders and until their successors have been duly elected and
qualified. Any director may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of directors.
SECTION 4. MEETINGS. Regular meetings of the Board of Directors shall be
held at the time and place determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of
the Board or by a majority of the Parent Directors on the written request of any
director and shall be held at such time and
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such place or places as may be determined by the directors, or as shall be
stated in the call of the meeting.
SECTION 5. NOTICE OF MEETINGS. No notice of regular meetings of the
Board of Directors need be given. Notice of the place, day and hour of every
special meeting shall be given to each director at least one (1) day before the
meeting, by delivering the same to him personally, by sending the same to him by
telefax or by leaving the same at his residence or usual place of business, or,
in the alternative, upon seven (7) days' notice, by mailing it, postage prepaid,
and addressed to him at his last known mailing address, as reflected in the
records of the corporation. It shall not be requisite to the validity of any
meeting of the Board of Directors that notice thereof shall have been given to
any director who attends, except where a director attends for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. No notice of adjourned meetings of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting. All regular and special meetings of the Board of Directors shall be
open for the transaction of any business within the powers of the corporation
without special notice of such business, except in those cases in which special
notice is required by law, the certificate of incorporation or by these by-laws.
SECTION 6. QUORUM. At all meetings of the Board of Directors, a majority
of the Board of Directors shall constitute a quorum. The act of the majority of
the whole Board of Directors shall be the act of the Board of Directors, unless
the act of a greater number is required by law, the certificate of incorporation
or these by-laws. In the absence of a quorum at a meeting of the Board of
Directors, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no notice thereof need be given other than by
announcement at the meeting which shall be adjourned.
SECTION 7. INFORMAL ACTION. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of the Executive
Committee may be taken without a meeting, if a written consent to such action is
executed by all members of the Board of Directors or of the Executive Committee,
as the case may be, and such written consent is filed with the minutes of
proceedings of the Board of Directors or of the Executive Committee.
SECTION 8. COMPENSATION. Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the Board of Directors a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude
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any director from serving the corporation in any other capacity and receiving
compensation therefor.
SECTION 9. RESIGNATIONS Any director, member of the Executive Committee
or officer may resign at any time. Such resignation shall be made in writing,
and shall take effect at the time specified therein, and if no time be
specified, at the time of its actual receipt by the Chairman of the Board,
President or Secretary. The acceptance of a resignation shall not be necessary
to make it effective.
SECTION 10. VACANCIES. Vacancies in the Board of Directors, through
death, resignation or otherwise, and newly created directorships resulting from
an increase in the number of directors, may be filled by a majority of the
remaining directors in office, though less than a quorum, or by the sole
remaining director, provided, however, that in all events Parent shall be
entitled to designate the director or directors to fill vacancies in the Board
of Directors through death, resignation or otherwise of any Parent Director, and
provided further that until December 23, 1996, if a vacancy in the Board of
Directors exists through death, resignation or otherwise of any Company
Director, and the Board of Directors by a majority vote of the whole Board of
Directors determines to replace that Director, then the other Company Directors
shall have the right, by majority vote, to designate an employee of the Company
or one of its affiliates, as a replacement for that Company Director. Directors
elected to fill vacancies shall hold office for a term expiring at the next
annual meeting of stockholders and until their successors have been duly elected
and qualified, or until their earlier resignation or removal.
SECTION 11. CHAIRMAN AND VICE CHAIRMAN; PRESIDING OFFICER. The Board
of Directors, by resolution adopted by a majority of the whole Board of
Directors, shall elect a Chairman of the Board of Directors, who shall preside
at all meetings of the stockholders of the corporation and at all meetings of
the Board of Directors. The Board of Directors, by resolution adopted by a
majority of the whole Board of Directors, also may elect a Vice Chairman of the
Board of Directors, who, in the absence of the Chairman of the Board of
Directors, shall preside at meetings of the stockholders of the corporation and
meetings of the Board of Directors. In the absence of the Chairman and Vice
Chairman of the Board of Directors, the Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate any Parent
Director to preside at a particular meeting of the stockholders of the
corporation or of the Board of Directors.
ARTICLE IV
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate an
Executive Committee consisting of three (3) or more directors. Except as
otherwise provided by law or by the Board of Directors, during the intervals
between the meetings of the Board of Directors the Executive Committee shall
have and may exercise all of the powers of the Board of Directors in
the management of the corporation. The Executive Committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors at its
meeting next succeeding such action.
SECTION 2. MEETINGS OF EXECUTIVE COMMITTEE. The Executive Committee
shall fix its own rules of procedure and shall meet as
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provided by such rules, and it also shall meet at the call of the Chairman of
the Board of Directors or a majority of the members of the Committee. A
majority of the members of the Executive Committee shall be necessary to
constitute a quorum, and the concurrence of a majority of the whole Executive
Committee shall be required in all matters to constitute the act of the
Committee.
SECTION 3. EXECUTIVE COMMITTEE POWERS. For all purposes of these by-
laws, the words "Board of Directors," "directors," "Board" or any equivalent
term shall be construed to include "Executive Committee," it being the intent
that such Committee may, except as otherwise provided by law, have and exercise
all of the powers conferred upon the Board of Directors by law, the certificate
of incorporation and these by-laws.
SECTION 4. AUDIT COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, shall designate an Audit
Committee consisting of one (1) or both of the Independent Directors. It shall
be the Audit Committee's responsibility to:
- Recommend to the Board of Directors which accounting firm to employ as
the corporation's external auditor and review the proposed discharge
of any such firm.
- Review the external auditor's compensation, the proposed terms of its
engagement and its independence.
- Review the appointment and replacement of the corporation's internal
auditing personnel.
- Serve as a channel of communication between the external auditor and
the Board of Directors and between the corporation's internal auditing
staff and the Board of Directors.
- Review the results of each external audit of the corporation, the
report of the audit, any related management letter, management's
responses to recommendations made by the external auditor in
connection with the audit, reports of the internal auditing staff that
are material to the corporation as a whole, and management's responses
to those reports.
- Review the corporation's annual financial statements, any
certification, report, opinion, or review rendered by the external
auditor in connection with those financial statements, and any
significant disputes between management and the external auditor that
arose in connection with the preparation of those financial
statements.
- Consider, in consultation with the external auditor and the internal
auditing staff, the adequacy of the corporation's internal controls.
- Consider significant changes and other significant questions of choice
regarding the appropriate auditing and accounting principles and
practices to be used in the preparation of the corporation's financial
statements.
The Audit Committee shall meet at such times during the year as to properly
perform its responsibilities. It shall keep regular minutes of its proceedings
and report the same to the Board of Directors when required. It shall have
authority to retain special counsel or experts as it deems necessary.
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SECTION 5. COMPENSATION COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, shall designate a
Compensation Committee consisting of one (1) or both of the Independent
Directors. It shall be the Compensation Committee's responsibility to:
- Review and recommend to the Board of Directors the annual salary,
bonus, stock options and other benefits, direct and indirect, of the
corporation's officers.
- Review new executive compensation programs; review on a periodic basis
the operation of the corporation's executive compensation programs to
determine whether they are properly coordinated; establish and
periodically review policies for the administration of executive
compensation programs; and take steps to modify any executive
compensation programs that yield payments and benefits that are not
reasonably related to executive performance.
- Establish and periodically review policies in the area of management
perquisites.
The Compensation Committee shall meet at such times during the year as to
properly perform its responsibilities. It shall keep regular minutes of its
proceeding and report the same to the Board od Directors when required.
SECTION 6. NOMINATING COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, shall designate a
Nominating Committee consisting of three (3) or more directors. It shall be the
Nominating Committee's responsibility to:
- Recommend to the Board of Directors the slate of nominees of directors
to be elected by the stockholders and any directors to be elected by
the Board of Directors, based upon a review of the qualifications of
such persons.
- Recommend to the Board of Directors the directors to be selected for
membership on the various committees of the Board of Directors.
The Nominating Committee shall meet at such times during the year as to
properly perform its responsibilities. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.
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SECTION 7. OTHER COMMITTEES. The Board of Directors, by resolution
adopted by the whole Board of Directors, may designate other committees as it
deems appropriate. Each such committee shall consist of one (1) or more of the
directors of the corporation, and to the extent provided by the Board of
Directors, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the corporation, and may have
power to authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by the Board of Directors. The committees
shall keep regular minutes of their proceedings and report the same to the Board
of Directors when required.
SECTION 8. ABSENT MEMBERS. In the event a member of any committee is
absent or disqualified from any meeting thereof, the member or members present
at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint a Parent Director to sit at the
meeting in the place of any such absent or disqualified member.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation, all of whom shall
be subject to the supervision and direction of the Board of Directors, shall be
a Chief Executive Officer, a President and Chief Operating Officer, a Chief
Financial Officer, one or more Vice Presidents, a Secretary and a Treasurer.
The Chief Executive Officer, the President and Chief Operating Officer and the
Chief Financial Officer shall be "executive officers." None of the aforesaid
officers except the Chief Executive Officer need be directors of the
corporation. The officers shall be elected by the Board of Directors from time
to time. Any two or more offices may be held by the same person.
SECTION 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
have overall responsibility for the formulation of corporate policies and
purposes to be presented from time to time to the Board of Directors for
adoption on behalf of the corporation, shall have responsibility for
communicating said policies and purposes, as adopted, to the officers, staff and
employees of the corporation, and shall have power to supervise and direct all
officers and employees of the corporation in the exercise of their duties. In
the event that the Board of Directors shall, pursuant to the authority granted
by Article IV of these by-laws, designate an Executive Committee, the Chief
Executive Officer shall be one of the directors designated to serve on such
committee. The Chief Executive Officer also shall serve as an EX OFFICIO member
of each and every other committee of the Board of Directors established pursuant
to the provisions of Article IV of these by-laws, except for the Audit and
Compensation Committees.
SECTION 3. PRESIDENT AND CHIEF OPERATING OFFICER. Subject to direction
from the Chief Executive Officer, the President and Chief Operating Officer
shall have such general powers and duties of direction and control of the
business of the corporation as shall be necessary to carry out and give effect
to the corporate policies and purposes adopted by the Board of Directors. The
President and Chief Operating Officer shall report to the Board of Directors
through, and shall be responsible to, the Chief Executive Officer.
SECTION 4. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
have overall responsibility for the financial affairs of the corporation,
including the preparation of all financial reports, audits and returns of the
corporation. He also shall have responsibility for making recommendations
concerning the corporation's fiscal policies and all financial matters affecting
the corporation. The Chief Financial Officer shall report to the Board of
Directors and the Chief Executive Officer through, and shall be responsible to,
the President and Chief Operating Officer.
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SECTION 5. VICE PRESIDENTS. The Vice President or Vice Presidents shall
perform such duties as may be assigned to him or them by any executive officer
of the corporation acting at the direction of the Board of Directors.
SECTION 6. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these by-laws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person so directed by the
Chief Executive Officer, the President and Chief Operating Officer or the Board
of Directors. He shall record all of the proceedings of the meetings of the
stockholders of the corporation and of the Board of Directors in a book to be
kept for that purpose, and shall perform such other duties as may be assigned to
him by the Board of Directors or any other executive officer of the corporation
acting at the direction of the Board of Directors. He shall have the custody of
the seal of the corporation and shall affix the same to all instruments
requiring it, when authorized by the Board of Directors, and attest the same.
SECTION 7. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be ordered by
the Board of Directors, or any other executive officer of the corporation acting
at the direction of the Board of Directors, taking proper vouchers for such
disbursements. He shall render to the Board of Directors, or its designees
(including the Chief Executive Officer, the President and Chief Operating
Officer and the Chief Financial Officer), whenever they may request it, an
account of all of his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the Board of Directors shall prescribe.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. If desired,
the Board of Directors may elect one or more Assistant Secretaries and one or
more Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers,
if any, shall have such powers and shall perform such duties as shall be
assigned to them by the Board of Directors or any executive officer of the
corporation acting at the direction of the Board of Directors.
SECTION 9. EXECUTION OF DOCUMENTS. Except as otherwise authorized or
directed by the Board of Directors, either of the Chief Executive Officer and
the President and Chief Operating Officer, or in their absence, a Vice
President, may execute stock certificates, bonds, mortgages and
E-16
<PAGE>
other contracts on behalf of the corporation and shall cause the corporate seal
to be affixed to any instrument requiring it.
SECTION 10. REMOVAL OF OFFICERS. Any officer of the corporation may be
removed by the Board of Directors whenever in its judgment the best interests of
the corporation will be served thereby.
ARTICLE VI
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. Certificates of stock, numbered and
with the seal of the corporation affixed, signed by the Chief Executive Officer
or the President and Chief Operating Officer and the Treasurer or an Assistant
Treasurer, or Secretary or Assistant Secretary, shall be issued to each
stockholder certifying the number of shares owned by him in the corporation. If
such certificate is countersigned by a transfer agent or registrar other than
the corporation or its employee, any other signature on the certificate may be a
facsimile.
SECTION 2. LOST CERTIFICATES. A new certificate of stock may be issued
in the place of any certificate theretofore issued by the corporation and
alleged to have been lost or destroyed. However, the directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his legal
representative, to give the corporation a bond, in such sum as they may direct,
not exceeding double the value of the stock, to indemnify the corporation
against any claim that may be made against it on account of the alleged loss of
the certificate, or the issuance of a new certificate.
SECTION 3. TRANSFER OF SHARES. The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, by
whom they shall be canceled, and new certificates shall thereupon be issued.
SECTION 4. DIVIDENDS. Subject to the provisions of the certificate of
incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meetings, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
absolute discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equal
E-17
<PAGE>
izing dividends or for such other purposes as the Board of Directors shall deem
conducive to the interests of the corporation.
SECTION 5. SEAL. The corporate seal shall be circular in form and shall
contain the name of the corporation and the words "CORPORATE SEAL DELAWARE."
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
SECTION 6. FISCAL YEAR. The fiscal year of the corporation shall be as
determined by the Board of Directors.
SECTION 7. CHECKS. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation, in such manner as shall be determined from time to time by
resolution of the Board of Directors.
SECTION 8. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required
to be given by these by-laws, personal notice is not meant unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by
certified or registered mail, return receipt requested, in a sealed post-paid
wrapper, addressed to the person entitled thereto at his last known address.
Such notice shall be deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by law.
Whenever any notice is required to be given under the provisions of any
law, the certificate of incorporation or these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
SECTION 9. FIXING OF RECORD DATE. The Board of Directors may fix in
advance a date, not more than sixty (60) or less than ten (10) days preceding
the date of any meeting of stockholders, nor more than sixty (60) days prior to
the date for the payment of any dividend or the date for the allotment of rights
or the date when any change or conversion or exchange of capital stock shall
go into effect, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting, or entitled to receive
payment of any such dividends or to any such allotment of rights or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, and in such case such stockholders only as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive such allotment of rights or to exercise such rights,
as the case may be, notwithstanding any
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<PAGE>
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.
ARTICLE VII
AMENDMENTS
These by-laws may be amended or repealed and new by-laws may be adopted at
any regular or special meeting of the Board of Directors by the affirmative vote
of a majority of the entire Board of Directors.
ARTICLE VIII
INDEMNIFICATION
The corporation shall indemnify its officers, directors, employees and
agents to the fullest extent permitted by the General Corporation Law of the
State of Delaware.
Adopted January 10, 1994
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<PAGE>
AGREEMENT
THIS AGREEMENT made and entered into as of this tenth day of
January, 1994 by and between ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GROUP FINANCIERO, a Mexican corporation ("Purchaser"), and
Kurt B. Karmin (the "Optionholder").
RECITALS
WHEREAS, the Optionholder, a director and/or executive officer
of Rodman & Renshaw Capital Group, Inc. (the "Company"), was
granted options to purchase shares of Common Stock, $.09 par value
per share (the "Shares"), of the Company, pursuant to the terms of
the Company's Incentive Stock Option Plan adopted June 24, 1983;
WHEREAS, the Company has entered into an Acquisition
Agreement, dated as of November 17, 1993 (the "Acquisition
Agreement"), by and among the Company, Abaco Grupo Financiero, S.A.
de C.V. and Purchaser pursuant to which, on the Tender Closing
Date, as that term is defined in the Acquisition Agreement,
Purchaser accepted for payment pursuant to a tender offer 2,363,003
Shares at $10.50 per Share in cash;
WHEREAS, pursuant to Section 5.10(C) of the Acquisition
Agreement, directors and executive officers who exercised any or
all of their vested employee stock options to purchase Shares
between the first business day after the Tender Closing Date and
the tenth business day after the Tender Closing Date may at any
time between the eleventh business day and the twentieth business
day after the Tender Closing Date elect to sell to Purchaser any or
all of the Shares acquired upon such exercise ("Elected Shares") in
accordance with the terms set forth in the Acquisition Agreement;
WHEREAS, the Optionholder desires to sell to Purchaser, and
Purchaser desires to buy from Optionholder, the number of Elected
Shares indicated below the Optionholder's signature on page 3
hereof subject to the terms stated herein.
NOW, THEREFORE, Purchaser and the Optionholder agree as
follows:
1. AGREEMENT TO SELL AND TO PURCHASE. On the Closing Date
(as defined in Section 2) and upon the terms set forth in this
Agreement, the Optionholder shall sell, assign, transfer, convey
and deliver the number of Elected Shares indicated below the
Optionholder's signature on page 3 hereof to Purchaser, and
Purchaser shall purchase and accept such Elected Shares from the
Optionholder.
2. CLOSING. The closing of such sale and purchase
(the "Closing ") shall take place at 10:00 a.m., Chicago time, on
E-20
<PAGE>
January 10, 1995, or at such other time and date as the parties
hereto shall agree in writing (the "Closing Date") at the offices
of the Company, 120 South LaSalle Street, Chicago, Illinois 60603,
or at such other place as the parties hereto shall agree in
writing. At the Closing, the Optionholder shall deliver to
Purchaser stock certificates representing the Elected Shares to be
sold to Purchaser pursuant to this Agreement, duly endorsed in
blank for transfer or accompanied by appropriate stock power duly
executed in blank. In consideration and exchange for such Elected
Shares, Purchaser shall pay to the Optionholder, within two
business days after delivery of such Elected Shares, the Purchase
Price as provided in Section 3 hereof.
3. PURCHASE PRICE. The aggregate purchase price
(the "Purchase Price") for the Elected Shares to be sold to
Purchaser pursuant to this Agreement shall be the sum of: (A) the
number of Elected Shares sold to Purchaser pursuant to this
Agreement multiplied by $10.50 per Share, and (B) interest at the
rate of 4% per annum on the aggregate amount set forth in clause
(A) of this Section 3 from the period commencing on the date of
this Agreement and ending on the date that the Purchase Price is
paid in full to the Optionholder. The Purchase Price shall be paid
to the Optionholder by delivery to the Optionholder, at his address
specified below, of a certified or official bank check payable to
the order of the Optionholder in funds immediately available in
Chicago on the date of payment.
4. OWNERSHIP. The Optionholder represents and warrants to
and covenants with Purchaser that on the date hereof and on the
Closing Date, the Optionholder is and will be, subject to the
rights hereunder of Purchaser, the record and beneficial owner of
the Elected Shares, free and clear of any liens, claims, and
encumbrances.
5. INVESTMENT INTENT. The Elected Shares will be acquired
by Purchaser hereunder solely for the account of Purchaser, for
investment, and not with a view to the resale or distribution
thereof.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, Purchaser and the Optionholder
and their respective heirs, successors and assigns.
7. EXPENSES. Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees, costs or
expenses.
8. ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties with reference to the
transactions set forth herein and no representations or
E-21
<PAGE>
warranties have been made in connection with this Agreement. This
Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are
merged into this Agreement.
9. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same
agreement.
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, Purchaser and the Optionholder have
executed this Agreement the day and year first above written.
ABACO CASA de BOLSA, S.A. de
C.V., ABACO GRUPO FINANCIERO
By: /s/
--------------------------
Its:______________________
/s/ Kurt B. Karmin
-----------------------------
Optionholder
Number of Elected Shares to be sold: 35,000
-----------
Optionholder's Address: 924 Fisher Ln.
-----------------------
Winnetka, IL 60093
-----------------------
-----------------------
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<PAGE>
AGREEMENT
THIS AGREEMENT made and entered into as of this tenth day of
January, 1994 by and between ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GROUP FINANCIERO, a Mexican corporation ("Purchaser"), and
Norman E. Mains (the "Optionholder").
RECITALS
WHEREAS, the Optionholder, a director and/or executive officer
of Rodman & Renshaw Capital Group, Inc. (the "Company"), was
granted options to purchase shares of Common Stock, $.09 par value
per share (the "Shares"), of the Company, pursuant to the terms of
the Company's Incentive Stock Option Plan adopted June 24, 1983;
WHEREAS, the Company has entered into an Acquisition
Agreement, dated as of November 17, 1993 (the "Acquisition
Agreement"), by and among the Company, Abaco Grupo Financiero, S.A.
de C.V. and Purchaser pursuant to which, on the Tender Closing
Date, as that term is defined in the Acquisition Agreement,
Purchaser accepted for payment pursuant to a tender offer 2,363,003
Shares at $10.50 per Share in cash;
WHEREAS, pursuant to Section 5.10(C) of the Acquisition
Agreement, directors and executive officers who exercised any or
all of their vested employee stock options to purchase Shares
between the first business day after the Tender Closing Date and
the tenth business day after the Tender Closing Date may at any
time between the eleventh business day and the twentieth business
day after the Tender Closing Date elect to sell to Purchaser any or
all of the Shares acquired upon such exercise ("Elected Shares") in
accordance with the terms set forth in the Acquisition Agreement;
WHEREAS, the Optionholder desires to sell to Purchaser, and
Purchaser desires to buy from Optionholder, the number of Elected
Shares indicated below the Optionholder's signature on page 3
hereof subject to the terms stated herein.
NOW, THEREFORE, Purchaser and the Optionholder agree as
follows:
1. AGREEMENT TO SELL AND TO PURCHASE. On the Closing Date
(as defined in Section 2) and upon the terms set forth in this
Agreement, the Optionholder shall sell, assign, transfer, convey
and deliver the number of Elected Shares indicated below the
Optionholder's signature on page 3 hereof to Purchaser, and
Purchaser shall purchase and accept such Elected Shares from the
Optionholder.
2. CLOSING. The closing of such sale and purchase
(the "Closing ") shall take place at 10:00 a.m., Chicago time, on
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<PAGE>
January 10, 1995, or at such other time and date as the parties
hereto shall agree in writing (the "Closing Date") at the offices
of the Company, 120 South LaSalle Street, Chicago, Illinois 60603,
or at such other place as the parties hereto shall agree in
writing. At the Closing, the Optionholder shall deliver to
Purchaser stock certificates representing the Elected Shares to be
sold to Purchaser pursuant to this Agreement, duly endorsed in
blank for transfer or accompanied by appropriate stock power duly
executed in blank. In consideration and exchange for such Elected
Shares, Purchaser shall pay to the Optionholder, within two
business days after delivery of such Elected Shares, the Purchase
Price as provided in Section 3 hereof.
3. PURCHASE PRICE. The aggregate purchase price
(the "Purchase Price") for the Elected Shares to be sold to
Purchaser pursuant to this Agreement shall be the sum of: (A) the
number of Elected Shares sold to Purchaser pursuant to this
Agreement multiplied by $10.50 per Share, and (B) interest at the
rate of 4% per annum on the aggregate amount set forth in clause
(A) of this Section 3 from the period commencing on the date of
this Agreement and ending on the date that the Purchase Price is
paid in full to the Optionholder. The Purchase Price shall be paid
to the Optionholder by delivery to the Optionholder, at his address
specified below, of a certified or official bank check payable to
the order of the Optionholder in funds immediately available in
Chicago on the date of payment.
4. OWNERSHIP. The Optionholder represents and warrants to
and covenants with Purchaser that on the date hereof and on the
Closing Date, the Optionholder is and will be, subject to the
rights hereunder of Purchaser, the record and beneficial owner of
the Elected Shares, free and clear of any liens, claims, and
encumbrances.
5. INVESTMENT INTENT. The Elected Shares will be acquired
by Purchaser hereunder solely for the account of Purchaser, for
investment, and not with a view to the resale or distribution
thereof.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, Purchaser and the Optionholder
and their respective heirs, successors and assigns.
7. EXPENSES. Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees, costs or
expenses.
8. ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties with reference to the
transactions set forth herein and no representations or
E-24
<PAGE>
warranties have been made in connection with this Agreement. This
Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are
merged into this Agreement.
9. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same
agreement.
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, Purchaser and the Optionholder have
executed this Agreement the day and year first above written.
ABACO CASA de BOLSA, S.A. de
C.V., ABACO GRUPO FINANCIERO
By: /s/
--------------------------
Its:______________________
/s/Norman E. Mains
------------------------------
Optionholder
Number of Elected Shares to be sold: 35,000
-----------
Optionholder's Address: 1065 Fisher Lane
-----------------------
Winnetka, IL 60093
-----------------------
-----------------------
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<PAGE>
AGREEMENT
THIS AGREEMENT made and entered into as of this tenth day of
January, 1994 by and between ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GROUP FINANCIERO, a Mexican corporation ("Purchaser"), and
Gregory P. Quinlivan (the "Optionholder").
RECITALS
WHEREAS, the Optionholder, a director and/or executive officer
of Rodman & Renshaw Capital Group, Inc. (the "Company"), was
granted options to purchase shares of Common Stock, $.09 par value
per share (the "Shares"), of the Company, pursuant to the terms of
the Company's Incentive Stock Option Plan adopted June 24, 1983;
WHEREAS, the Company has entered into an Acquisition
Agreement, dated as of November 17, 1993 (the "Acquisition
Agreement"), by and among the Company, Abaco Grupo Financiero, S.A.
de C.V. and Purchaser pursuant to which, on the Tender Closing
Date, as that term is defined in the Acquisition Agreement,
Purchaser accepted for payment pursuant to a tender offer 2,363,003
Shares at $10.50 per Share in cash;
WHEREAS, pursuant to Section 5.10(C) of the Acquisition
Agreement, directors and executive officers who exercised any or
all of their vested employee stock options to purchase Shares
between the first business day after the Tender Closing Date and
the tenth business day after the Tender Closing Date may at any
time between the eleventh business day and the twentieth business
day after the Tender Closing Date elect to sell to Purchaser any or
all of the Shares acquired upon such exercise ("Elected Shares") in
accordance with the terms set forth in the Acquisition Agreement;
WHEREAS, the Optionholder desires to sell to Purchaser, and
Purchaser desires to buy from Optionholder, the number of Elected
Shares indicated below the Optionholder's signature on page 3
hereof subject to the terms stated herein.
NOW, THEREFORE, Purchaser and the Optionholder agree as
follows:
1. AGREEMENT TO SELL AND TO PURCHASE. On the Closing Date
(as defined in Section 2) and upon the terms set forth in this
Agreement, the Optionholder shall sell, assign, transfer, convey
and deliver the number of Elected Shares indicated below the
Optionholder's signature on page 3 hereof to Purchaser, and
Purchaser shall purchase and accept such Elected Shares from the
Optionholder.
2. CLOSING. The closing of such sale and purchase
(the "Closing ") shall take place at 10:00 a.m., Chicago time, on
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<PAGE>
January 10, 1995, or at such other time and date as the parties
hereto shall agree in writing (the "Closing Date") at the offices
of the Company, 120 South LaSalle Street, Chicago, Illinois 60603,
or at such other place as the parties hereto shall agree in
writing. At the Closing, the Optionholder shall deliver to
Purchaser stock certificates representing the Elected Shares to be
sold to Purchaser pursuant to this Agreement, duly endorsed in
blank for transfer or accompanied by appropriate stock power duly
executed in blank. In consideration and exchange for such Elected
Shares, Purchaser shall pay to the Optionholder, within two
business days after delivery of such Elected Shares, the Purchase
Price as provided in Section 3 hereof.
3. PURCHASE PRICE. The aggregate purchase price
(the "Purchase Price") for the Elected Shares to be sold to
Purchaser pursuant to this Agreement shall be the sum of: (A) the
number of Elected Shares sold to Purchaser pursuant to this
Agreement multiplied by $10.50 per Share, and (B) interest at the
rate of 4% per annum on the aggregate amount set forth in clause
(A) of this Section 3 from the period commencing on the date of
this Agreement and ending on the date that the Purchase Price is
paid in full to the Optionholder. The Purchase Price shall be paid
to the Optionholder by delivery to the Optionholder, at his address
specified below, of a certified or official bank check payable to
the order of the Optionholder in funds immediately available in
Chicago on the date of payment.
4. OWNERSHIP. The Optionholder represents and warrants to
and covenants with Purchaser that on the date hereof and on the
Closing Date, the Optionholder is and will be, subject to the
rights hereunder of Purchaser, the record and beneficial owner of
the Elected Shares, free and clear of any liens, claims, and
encumbrances.
5. INVESTMENT INTENT. The Elected Shares will be acquired
by Purchaser hereunder solely for the account of Purchaser, for
investment, and not with a view to the resale or distribution
thereof.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, Purchaser and the Optionholder
and their respective heirs, successors and assigns.
7. EXPENSES. Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees, costs or
expenses.
8. ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties with reference to the
transactions set forth herein and no representations or
E-27
<PAGE>
warranties have been made in connection with this Agreement. This
Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are
merged into this Agreement.
9. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same
agreement.
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, Purchaser and the Optionholder have
executed this Agreement the day and year first above written.
ABACO CASA de BOLSA, S.A. de
C.V., ABACO GRUPO FINANCIERO
By: /s/
---------------------------
Its:_______________________
/s/Gregory P. Quinlivan
------------------------------
Optionholder
Number of Elected Shares to be sold: 2,800
-----------
Optionholder's Address: /s/Gregory P. Quinlivan
-----------------------
120 South LaSalle St. - 10th Floor
-----------------------
Chicago IL 60603
-----------------------
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<PAGE>
AGREEMENT
THIS AGREEMENT made and entered into as of this tenth day of
January, 1994 by and between ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GROUP FINANCIERO, a Mexican corporation ("Purchaser"), and
Victor C. Chigas (the "Optionholder").
RECITALS
WHEREAS, the Optionholder, a director and/or executive officer
of Rodman & Renshaw Capital Group, Inc. (the "Company"), was
granted options to purchase shares of Common Stock, $.09 par value
per share (the "Shares"), of the Company, pursuant to the terms of
the Company's Incentive Stock Option Plan adopted June 24, 1983;
WHEREAS, the Company has entered into an Acquisition
Agreement, dated as of November 17, 1993 (the "Acquisition
Agreement"), by and among the Company, Abaco Grupo Financiero, S.A.
de C.V. and Purchaser pursuant to which, on the Tender Closing
Date, as that term is defined in the Acquisition Agreement,
Purchaser accepted for payment pursuant to a tender offer 2,363,003
Shares at $10.50 per Share in cash;
WHEREAS, pursuant to Section 5.10(C) of the Acquisition
Agreement, directors and executive officers who exercised any or
all of their vested employee stock options to purchase Shares
between the first business day after the Tender Closing Date and
the tenth business day after the Tender Closing Date may at any
time between the eleventh business day and the twentieth business
day after the Tender Closing Date elect to sell to Purchaser any or
all of the Shares acquired upon such exercise ("Elected Shares") in
accordance with the terms set forth in the Acquisition Agreement;
WHEREAS, the Optionholder desires to sell to Purchaser, and
Purchaser desires to buy from Optionholder, the number of Elected
Shares indicated below the Optionholder's signature on page 3
hereof subject to the terms stated herein.
NOW, THEREFORE, Purchaser and the Optionholder agree as
follows:
1. AGREEMENT TO SELL AND TO PURCHASE. On the Closing Date
(as defined in Section 2) and upon the terms set forth in this
Agreement, the Optionholder shall sell, assign, transfer, convey
and deliver the number of Elected Shares indicated below the
Optionholder's signature on page 3 hereof to Purchaser, and
Purchaser shall purchase and accept such Elected Shares from the
Optionholder.
2. CLOSING. The closing of such sale and purchase
(the "Closing ") shall take place at 10:00 a.m., Chicago time, on
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<PAGE>
January 10, 1995, or at such other time and date as the parties
hereto shall agree in writing (the "Closing Date") at the offices
of the Company, 120 South LaSalle Street, Chicago, Illinois 60603,
or at such other place as the parties hereto shall agree in
writing. At the Closing, the Optionholder shall deliver to
Purchaser stock certificates representing the Elected Shares to be
sold to Purchaser pursuant to this Agreement, duly endorsed in
blank for transfer or accompanied by appropriate stock power duly
executed in blank. In consideration and exchange for such Elected
Shares, Purchaser shall pay to the Optionholder, within two
business days after delivery of such Elected Shares, the Purchase
Price as provided in Section 3 hereof.
3. PURCHASE PRICE. The aggregate purchase price
(the "Purchase Price") for the Elected Shares to be sold to
Purchaser pursuant to this Agreement shall be the sum of: (A) the
number of Elected Shares sold to Purchaser pursuant to this
Agreement multiplied by $10.50 per Share, and (B) interest at the
rate of 4% per annum on the aggregate amount set forth in clause
(A) of this Section 3 from the period commencing on the date of
this Agreement and ending on the date that the Purchase Price is
paid in full to the Optionholder. The Purchase Price shall be paid
to the Optionholder by delivery to the Optionholder, at his address
specified below, of a certified or official bank check payable to
the order of the Optionholder in funds immediately available in
Chicago on the date of payment.
4. OWNERSHIP. The Optionholder represents and warrants to
and covenants with Purchaser that on the date hereof and on the
Closing Date, the Optionholder is and will be, subject to the
rights hereunder of Purchaser, the record and beneficial owner of
the Elected Shares, free and clear of any liens, claims, and
encumbrances.
5. INVESTMENT INTENT. The Elected Shares will be acquired
by Purchaser hereunder solely for the account of Purchaser, for
investment, and not with a view to the resale or distribution
thereof.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, Purchaser and the Optionholder
and their respective heirs, successors and assigns.
7. EXPENSES. Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees, costs or
expenses.
8. ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties with reference to the
transactions set forth herein and no representations or
E-30
<PAGE>
warranties have been made in connection with this Agreement. This
Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are
merged into this Agreement.
9. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same
agreement.
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, Purchaser and the Optionholder have
executed this Agreement the day and year first above written.
ABACO CASA de BOLSA, S.A. de
C.V., ABACO GRUPO FINANCIERO
By: /s/
--------------------------
Its:______________________
/s/Victor C. Chigas
______________________________
Optionholder
Number of Elected Shares to be sold: 16,720
-----------
Optionholder's Address: 400 E. Randolph #3005
-----------------------
Chicago, IL 60601
-----------------------
-----------------------
E-31
<PAGE>
AGREEMENT
THIS AGREEMENT made and entered into as of this tenth day of
January, 1994 by and between ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GROUP FINANCIERO, a Mexican corporation ("Purchaser"), and
Mark J. Grant (the "Optionholder").
RECITALS
WHEREAS, the Optionholder, a director and/or executive officer
of Rodman & Renshaw Capital Group, Inc. (the "Company"), was
granted options to purchase shares of Common Stock, $.09 par value
per share (the "Shares"), of the Company, pursuant to the terms of
the Company's Incentive Stock Option Plan adopted June 24, 1983;
WHEREAS, the Company has entered into an Acquisition
Agreement, dated as of November 17, 1993 (the "Acquisition
Agreement"), by and among the Company, Abaco Grupo Financiero, S.A.
de C.V. and Purchaser pursuant to which, on the Tender Closing
Date, as that term is defined in the Acquisition Agreement,
Purchaser accepted for payment pursuant to a tender offer 2,363,003
Shares at $10.50 per Share in cash;
WHEREAS, pursuant to Section 5.10(C) of the Acquisition
Agreement, directors and executive officers who exercised any or
all of their vested employee stock options to purchase Shares
between the first business day after the Tender Closing Date and
the tenth business day after the Tender Closing Date may at any
time between the eleventh business day and the twentieth business
day after the Tender Closing Date elect to sell to Purchaser any or
all of the Shares acquired upon such exercise ("Elected Shares") in
accordance with the terms set forth in the Acquisition Agreement;
WHEREAS, the Optionholder desires to sell to Purchaser, and
Purchaser desires to buy from Optionholder, the number of Elected
Shares indicated below the Optionholder's signature on page 3
hereof subject to the terms stated herein.
NOW, THEREFORE, Purchaser and the Optionholder agree as
follows:
1. AGREEMENT TO SELL AND TO PURCHASE. On the Closing Date
(as defined in Section 2) and upon the terms set forth in this
Agreement, the Optionholder shall sell, assign, transfer, convey
and deliver the number of Elected Shares indicated below the
Optionholder's signature on page 3 hereof to Purchaser, and
Purchaser shall purchase and accept such Elected Shares from the
Optionholder.
2. CLOSING. The closing of such sale and purchase
(the "Closing ") shall take place at 10:00 a.m., Chicago time, on
E-32
<PAGE>
January 10, 1995, or at such other time and date as the parties
hereto shall agree in writing (the "Closing Date") at the offices
of the Company, 120 South LaSalle Street, Chicago, Illinois 60603,
or at such other place as the parties hereto shall agree in
writing. At the Closing, the Optionholder shall deliver to
Purchaser stock certificates representing the Elected Shares to be
sold to Purchaser pursuant to this Agreement, duly endorsed in
blank for transfer or accompanied by appropriate stock power duly
executed in blank. In consideration and exchange for such Elected
Shares, Purchaser shall pay to the Optionholder, within two
business days after delivery of such Elected Shares, the Purchase
Price as provided in Section 3 hereof.
3. PURCHASE PRICE. The aggregate purchase price
(the "Purchase Price") for the Elected Shares to be sold to
Purchaser pursuant to this Agreement shall be the sum of: (A) the
number of Elected Shares sold to Purchaser pursuant to this
Agreement multiplied by $10.50 per Share, and (B) interest at the
rate of 4% per annum on the aggregate amount set forth in clause
(A) of this Section 3 from the period commencing on the date of
this Agreement and ending on the date that the Purchase Price is
paid in full to the Optionholder. The Purchase Price shall be paid
to the Optionholder by delivery to the Optionholder, at his address
specified below, of a certified or official bank check payable to
the order of the Optionholder in funds immediately available in
Chicago on the date of payment.
4. OWNERSHIP. The Optionholder represents and warrants to
and covenants with Purchaser that on the date hereof and on the
Closing Date, the Optionholder is and will be, subject to the
rights hereunder of Purchaser, the record and beneficial owner of
the Elected Shares, free and clear of any liens, claims, and encumbrances.
5. INVESTMENT INTENT. The Elected Shares will be acquired
by Purchaser hereunder solely for the account of Purchaser, for
investment, and not with a view to the resale or distribution
thereof.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, Purchaser and the Optionholder
and their respective heirs, successors and assigns.
7. EXPENSES. Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees, costs or
expenses.
8. ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties with reference to the
transactions set forth herein and no representations or
E-33
<PAGE>
warranties have been made in connection with this Agreement. This
Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are
merged into this Agreement.
9. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same
agreement.
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, Purchaser and the Optionholder have
executed this Agreement the day and year first above written.
ABACO CASA de BOLSA, S.A. de
C.V., ABACO GRUPO FINANCIERO
By: /s/
--------------------------
Its:______________________
/s/Mark J. Grant
-----------------------------
Optionholder
Number of Elected Shares to be sold: 27,000
-----------
Optionholder's Address: 55 W. Goethe #1255
-----------------------
Chicago, IL 60610
-----------------------
-----------------------
E-34
<PAGE>
AGREEMENT
THIS AGREEMENT made and entered into as of this tenth day of
January, 1994 by and between ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GROUP FINANCIERO, a Mexican corporation ("Purchaser"), and
Lawrence R. Helfand (the "Optionholder").
RECITALS
WHEREAS, the Optionholder, a director and/or executive officer
of Rodman & Renshaw Capital Group, Inc. (the "Company"), was
granted options to purchase shares of Common Stock, $.09 par value
per share (the "Shares"), of the Company, pursuant to the terms of
the Company's Incentive Stock Option Plan adopted June 24, 1983;
WHEREAS, the Company has entered into an Acquisition
Agreement, dated as of November 17, 1993 (the "Acquisition
Agreement"), by and among the Company, Abaco Grupo Financiero, S.A.
de C.V. and Purchaser pursuant to which, on the Tender Closing
Date, as that term is defined in the Acquisition Agreement,
Purchaser accepted for payment pursuant to a tender offer 2,363,003
Shares at $10.50 per Share in cash;
WHEREAS, pursuant to Section 5.10(C) of the Acquisition
Agreement, directors and executive officers who exercised any or
all of their vested employee stock options to purchase Shares
between the first business day after the Tender Closing Date and
the tenth business day after the Tender Closing Date may at any
time between the eleventh business day and the twentieth business
day after the Tender Closing Date elect to sell to Purchaser any or
all of the Shares acquired upon such exercise ("Elected Shares") in
accordance with the terms set forth in the Acquisition Agreement;
WHEREAS, the Optionholder desires to sell to Purchaser, and
Purchaser desires to buy from Optionholder, the number of Elected
Shares indicated below the Optionholder's signature on page 3
hereof subject to the terms stated herein.
NOW, THEREFORE, Purchaser and the Optionholder agree as
follows:
1. AGREEMENT TO SELL AND TO PURCHASE. On the Closing Date
(as defined in Section 2) and upon the terms set forth in this
Agreement, the Optionholder shall sell, assign, transfer, convey
and deliver the number of Elected Shares indicated below the
Optionholder's signature on page 3 hereof to Purchaser, and
Purchaser shall purchase and accept such Elected Shares from the
Optionholder.
2. CLOSING. The closing of such sale and purchase
(the "Closing ") shall take place at 10:00 a.m., Chicago time, on
E-35
<PAGE>
January 10, 1995, or at such other time and date as the parties
hereto shall agree in writing (the "Closing Date") at the offices
of the Company, 120 South LaSalle Street, Chicago, Illinois 60603,
or at such other place as the parties hereto shall agree in
writing. At the Closing, the Optionholder shall deliver to
Purchaser stock certificates representing the Elected Shares to be
sold to Purchaser pursuant to this Agreement, duly endorsed in
blank for transfer or accompanied by appropriate stock power duly
executed in blank. In consideration and exchange for such Elected
Shares, Purchaser shall pay to the Optionholder, within two
business days after delivery of such Elected Shares, the Purchase
Price as provided in Section 3 hereof.
3. PURCHASE PRICE. The aggregate purchase price
(the "Purchase Price") for the Elected Shares to be sold to
Purchaser pursuant to this Agreement shall be the sum of: (A) the
number of Elected Shares sold to Purchaser pursuant to this
Agreement multiplied by $10.50 per Share, and (B) interest at the
rate of 4% per annum on the aggregate amount set forth in clause
(A) of this Section 3 from the period commencing on the date of
this Agreement and ending on the date that the Purchase Price is
paid in full to the Optionholder. The Purchase Price shall be paid
to the Optionholder by delivery to the Optionholder, at his address
specified below, of a certified or official bank check payable to
the order of the Optionholder in funds immediately available in
Chicago on the date of payment.
4. OWNERSHIP. The Optionholder represents and warrants to
and covenants with Purchaser that on the date hereof and on the
Closing Date, the Optionholder is and will be, subject to the
rights hereunder of Purchaser, the record and beneficial owner of
the Elected Shares, free and clear of any liens, claims, and
encumbrances.
5. INVESTMENT INTENT. The Elected Shares will be acquired
by Purchaser hereunder solely for the account of Purchaser, for
investment, and not with a view to the resale or distribution
thereof.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, Purchaser and the Optionholder
and their respective heirs, successors and assigns.
7. EXPENSES. Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees, costs or
expenses.
8. ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties with reference to the
transactions set forth herein and no representations or
E-36
<PAGE>
warranties have been made in connection with this Agreement. This
Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are
merged into this Agreement.
9. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same
agreement.
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, Purchaser and the Optionholder have
executed this Agreement the day and year first above written.
ABACO CASA de BOLSA, S.A. de
C.V., ABACO GRUPO FINANCIERO
By: /s/
--------------------------
Its:______________________
/s/Lawrence R. Helfand
-----------------------------
Optionholder
Number of Elected Shares to be sold: 32,100
-----------
Optionholder's Address: 960 N. Lakeshore Dr. #7M
-----------------------
Chicago, IL 60611
-----------------------
-----------------------
E-37
<PAGE>
AGREEMENT
THIS AGREEMENT made and entered into as of this tenth day of
January, 1994 by and between ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GROUP FINANCIERO, a Mexican corporation ("Purchaser"), and
Scott H. Lang (the "Optionholder").
RECITALS
WHEREAS, the Optionholder, a director and/or executive officer
of Rodman & Renshaw Capital Group, Inc. (the "Company"), was
granted options to purchase shares of Common Stock, $.09 par value
per share (the "Shares"), of the Company, pursuant to the terms of
the Company's Incentive Stock Option Plan adopted June 24, 1983;
WHEREAS, the Company has entered into an Acquisition
Agreement, dated as of November 17, 1993 (the "Acquisition
Agreement"), by and among the Company, Abaco Grupo Financiero, S.A.
de C.V. and Purchaser pursuant to which, on the Tender Closing
Date, as that term is defined in the Acquisition Agreement,
Purchaser accepted for payment pursuant to a tender offer 2,363,003
Shares at $10.50 per Share in cash;
WHEREAS, pursuant to Section 5.10(C) of the Acquisition
Agreement, directors and executive officers who exercised any or
all of their vested employee stock options to purchase Shares
between the first business day after the Tender Closing Date and
the tenth business day after the Tender Closing Date may at any
time between the eleventh business day and the twentieth business
day after the Tender Closing Date elect to sell to Purchaser any or
all of the Shares acquired upon such exercise ("Elected Shares") in
accordance with the terms set forth in the Acquisition Agreement;
WHEREAS, the Optionholder desires to sell to Purchaser, and
Purchaser desires to buy from Optionholder, the number of Elected
Shares indicated below the Optionholder's signature on page 3
hereof subject to the terms stated herein.
NOW, THEREFORE, Purchaser and the Optionholder agree as
follows:
1. AGREEMENT TO SELL AND TO PURCHASE. On the Closing Date
(as defined in Section 2) and upon the terms set forth in this
Agreement, the Optionholder shall sell, assign, transfer, convey
and deliver the number of Elected Shares indicated below the
Optionholder's signature on page 3 hereof to Purchaser, and
Purchaser shall purchase and accept such Elected Shares from the
Optionholder.
2. CLOSING. The closing of such sale and purchase
(the "Closing ") shall take place at 10:00 a.m., Chicago time, on
E-38
<PAGE>
January 10, 1995, or at such other time and date as the parties
hereto shall agree in writing (the "Closing Date") at the offices
of the Company, 120 South LaSalle Street, Chicago, Illinois 60603,
or at such other place as the parties hereto shall agree in
writing. At the Closing, the Optionholder shall deliver to
Purchaser stock certificates representing the Elected Shares to be
sold to Purchaser pursuant to this Agreement, duly endorsed in
blank for transfer or accompanied by appropriate stock power duly
executed in blank. In consideration and exchange for such Elected
Shares, Purchaser shall pay to the Optionholder, within two
business days after delivery of such Elected Shares, the Purchase
Price as provided in Section 3 hereof.
3. PURCHASE PRICE. The aggregate purchase price
(the "Purchase Price") for the Elected Shares to be sold to
Purchaser pursuant to this Agreement shall be the sum of: (A) the
number of Elected Shares sold to Purchaser pursuant to this
Agreement multiplied by $10.50 per Share, and (B) interest at the
rate of 4% per annum on the aggregate amount set forth in clause
(A) of this Section 3 from the period commencing on the date of
this Agreement and ending on the date that the Purchase Price is
paid in full to the Optionholder. The Purchase Price shall be paid
to the Optionholder by delivery to the Optionholder, at his address
specified below, of a certified or official bank check payable to
the order of the Optionholder in funds immediately available in
Chicago on the date of payment.
4. OWNERSHIP. The Optionholder represents and warrants to
and covenants with Purchaser that on the date hereof and on the
Closing Date, the Optionholder is and will be, subject to the
rights hereunder of Purchaser, the record and beneficial owner of
the Elected Shares, free and clear of any liens, claims, and
encumbrances.
5. INVESTMENT INTENT. The Elected Shares will be acquired
by Purchaser hereunder solely for the account of Purchaser, for
investment, and not with a view to the resale or distribution
thereof.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, Purchaser and the Optionholder
and their respective heirs, successors and assigns.
7. EXPENSES. Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees, costs or
expenses.
8. ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties with reference to the
transactions set forth herein and no representations or
E-39
<PAGE>
warranties have been made in connection with this Agreement. This
Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are
merged into this Agreement.
9. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same
agreement.
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, Purchaser and the Optionholder have
executed this Agreement the day and year first above written.
ABACO CASA de BOLSA, S.A. de
C.V., ABACO GRUPO FINANCIERO
By: /s/
--------------------------
Its:______________________
/s/ Scott H. Lang
______________________________
Optionholder
Number of Elected Shares to be sold: 21,000
-----------
Optionholder's Address: c/o Rodman & Renshaw
-----------------------
120 S. LaSalle St.
-----------------------
Chicago, IL 60603
-----------------------
E-40
<PAGE>
AGREEMENT
THIS AGREEMENT made and entered into as of this tenth day of
January, 1994 by and between ABACO CASA DE BOLSA, S.A. de C.V.,
ABACO GROUP FINANCIERO, a Mexican corporation ("Purchaser"), and
Frederick G. Uhlmann (the "Optionholder").
RECITALS
WHEREAS, the Optionholder, a director and/or executive officer
of Rodman & Renshaw Capital Group, Inc. (the "Company"), was
granted options to purchase shares of Common Stock, $.09 par value
per share (the "Shares"), of the Company, pursuant to the terms of
the Company's Incentive Stock Option Plan adopted June 24, 1983;
WHEREAS, the Company has entered into an Acquisition
Agreement, dated as of November 17, 1993 (the "Acquisition
Agreement"), by and among the Company, Abaco Grupo Financiero, S.A.
de C.V. and Purchaser pursuant to which, on the Tender Closing
Date, as that term is defined in the Acquisition Agreement,
Purchaser accepted for payment pursuant to a tender offer 2,363,003
Shares at $10.50 per Share in cash;
WHEREAS, pursuant to Section 5.10(C) of the Acquisition
Agreement, directors and executive officers who exercised any or
all of their vested employee stock options to purchase Shares
between the first business day after the Tender Closing Date and
the tenth business day after the Tender Closing Date may at any
time between the eleventh business day and the twentieth business
day after the Tender Closing Date elect to sell to Purchaser any or
all of the Shares acquired upon such exercise ("Elected Shares") in
accordance with the terms set forth in the Acquisition Agreement;
WHEREAS, the Optionholder desires to sell to Purchaser, and
Purchaser desires to buy from Optionholder, the number of Elected
Shares indicated below the Optionholder's signature on page 3
hereof subject to the terms stated herein.
NOW, THEREFORE, Purchaser and the Optionholder agree as
follows:
1. AGREEMENT TO SELL AND TO PURCHASE. On the Closing Date
(as defined in Section 2) and upon the terms set forth in this
Agreement, the Optionholder shall sell, assign, transfer, convey
and deliver the number of Elected Shares indicated below the
Optionholder's signature on page 3 hereof to Purchaser, and
Purchaser shall purchase and accept such Elected Shares from the
Optionholder.
2. CLOSING. The closing of such sale and purchase
(the "Closing ") shall take place at 10:00 a.m., Chicago time, on
E-41
<PAGE>
January 10, 1995, or at such other time and date as the parties
hereto shall agree in writing (the "Closing Date") at the offices
of the Company, 120 South LaSalle Street, Chicago, Illinois 60603,
or at such other place as the parties hereto shall agree in
writing. At the Closing, the Optionholder shall deliver to
Purchaser stock certificates representing the Elected Shares to be
sold to Purchaser pursuant to this Agreement, duly endorsed in
blank for transfer or accompanied by appropriate stock power duly
executed in blank. In consideration and exchange for such Elected
Shares, Purchaser shall pay to the Optionholder, within two
business days after delivery of such Elected Shares, the Purchase
Price as provided in Section 3 hereof.
3. PURCHASE PRICE. The aggregate purchase price
(the "Purchase Price") for the Elected Shares to be sold to
Purchaser pursuant to this Agreement shall be the sum of: (A) the
number of Elected Shares sold to Purchaser pursuant to this
Agreement multiplied by $10.50 per Share, and (B) interest at the
rate of 4% per annum on the aggregate amount set forth in clause
(A) of this Section 3 from the period commencing on the date of
this Agreement and ending on the date that the Purchase Price is
paid in full to the Optionholder. The Purchase Price shall be paid
to the Optionholder by delivery to the Optionholder, at his address
specified below, of a certified or official bank check payable to
the order of the Optionholder in funds immediately available in
Chicago on the date of payment.
4. OWNERSHIP. The Optionholder represents and warrants to
and covenants with Purchaser that on the date hereof and on the
Closing Date, the Optionholder is and will be, subject to the
rights hereunder of Purchaser, the record and beneficial owner of
the Elected Shares, free and clear of any liens, claims, and
encumbrances.
5. INVESTMENT INTENT. The Elected Shares will be acquired
by Purchaser hereunder solely for the account of Purchaser, for
investment, and not with a view to the resale or distribution
thereof.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, Purchaser and the Optionholder
and their respective heirs, successors and assigns.
7. EXPENSES. Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees, costs or
expenses.
8. ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties with reference to the
transactions set forth herein and no representations or
E-42
<PAGE>
warranties have been made in connection with this Agreement. This
Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this
Agreement and all prior drafts of this Agreement, all of which are
merged into this Agreement.
9. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same
agreement.
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, Purchaser and the Optionholder have
executed this Agreement the day and year first above written.
ABACO CASA de BOLSA, S.A. de
C.V., ABACO GRUPO FINANCIERO
By: /s/
--------------------------
Its:______________________
/s/Frederick G. Uhlmann
_____________________________
Optionholder
Number of Elected Shares to be sold: 27,000
-----------
Optionholder's Address: 783 White Oaks
-----------------------
Highland Park, FL 60035
-----------------------
E-43
<PAGE>
Exhibit 11
RODMAN & RENSHAW CAPITAL GROUP, INC. AND SUBSIDIARIES
COMPUATION OF NET INCOME PER SHARE
(Shares and dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
SIX MONTHS
DECEMBER 31
1993
------------
<S> <C>
1. Net income $ 1,216
------------
------------
PRIMARY NET INCOME PER COMMON SHARE:
Shares:
2. Weighted average number of common shares outstanding 4,377
------------
3. Incremental shares:
Dilutive common stock options 249
------------
4. Total 4,626
------------
------------
5. Primary net income per common share (1 divided by 4) $ 0.26
------------
</TABLE>
Note: No dilution effect for the quarter ended December 31, 1993.
E-44
