UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 24, 1994
Rodman & Renshaw Capital Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-4649 36-3111956
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
Incorporation) Number)
120 South LaSalle Street, Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)
Registrant's telephone number:
including area code (312) 977-7270
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
Effective June 24, 1994, the Registrant entered into a Stock Purchase Agreement
with Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero ("Abaco"), the
Registrant's controlling stockholder, under which the Registrant issued 150
shares of Series A Non-Voting Convertible Preferred Stock, $.09 par value
per share (the "Preferred Stock"), to Abaco in a private placement. Abaco
purchased the Preferred Stock at a price of $100,000 per share for an
aggregate purchase price of $15,000,000. Under the terms of the Stock
Purchase Agreement, each outstanding share of the Preferred Stock will be
converted automatically into shares of Common Stock of the Registrant upon
approval of the conversion by the stockholders of the Registrant. The
Registrant intends to hold a special meeting of its stockholders on November 17,
1994, at which it will present a proposal to the stockholders to approve the
conversion.
The Registrant and Abaco agreed in a letter agreement executed simultaneously
with the Stock Purchase Agreement that the conversion ratio for the Preferred
Stock would be based upon a conversion price to be fixed by the Board of
Directors of the Registrant following receipt of an analysis of the fair
market value of the Common Stock to be prepared by a recognized public
accounting firm. On August 31, 1994, the Board of Directors of the Registrant
fixed the conversion price at $7.25 per share of Common Stock. Therefore, upon
stockholder approval of the conversion, the 150 shares of Preferred Stock held
by Abaco will automatically convert into 2,068,965 shares of Common Stock of
the Registrant
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
RODMAN & RENSHAW CAPITAL GROUP, INC.
By:/James D. Van De Graaff/
Executive Vice President, General Counsel and Secretary
Date: September 8, 1994
