<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
RODMAN & RENSHAW CAPITAL GROUP, INC.
------------------------------------
(Name of Issuer)
COMMON STOCK, $.09 PAR VALUE
------------------------------
(Title of Class of Securities)
774877-10-4
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(CUSIP Number)
Paul D. Tosetti, Esq.
Latham & Watkins
633 West Fifth Street
Suite 4000
Los Angeles, California 90071
(213) 485-1234
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1994
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Page 1 of 6 Pages)
<PAGE> 2
CUSIP No. 774877-10-4 13D Page 2 of 6 Pages
1 NAME OF PERSON
MARSHALL S. GELLER
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
229,304
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
229,304
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
229,304
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01%
14 TYPE OF PERSON REPORTING*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
CUSIP NO. 774877-10-4 13D Page 3 of 6 Pages
1 NAME OF PERSON
GLENN GOLENBERG
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
50,700
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 0
WITH 9 SOLE DISPOSITIVE POWER
50,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.11%
14 TYPE OF PERSON REPORTING*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock,
par value $0.09 per share, of Rodman & Renshaw Capital Group, Inc. The
principle executive offices of Rodman & Renshaw Capital Group, Inc. (the
"Issuer") are located at 120 South LaSalle Street, Chicago, Illinois 60603.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Marshall S. Geller and Glenn Golenberg (the
"Reporting Persons").
(b) The Reporting Persons business address is 1875
Century Park East, Suite 1770, Los Angeles, California 90067.
(c) The Reporting Persons are private investors.
(d) During the last five (5) years, neither of the
Reporting Persons have been convicted in a criminal
proceeding (excluding traffic violation or similar
misdemeanors).
(e) During the last five (5) years, neither of the
Reporting Persons have been a party to a proceeding
of a judicial or administrative body of competent
jurisdiction as a result of which he was or is
subject to a judgment, decree or final order
enjoining future violations of or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws.
(f) Both of the Reporting Persons are citizens of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds for purchases of the 280,004 shares beneficially
owned by the Reporting Persons were derived from their respective personal
funds and from funds available in standard margin accounts maintained by the
Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have purchased the shares of Common
Stock as an investment and may from time to time acquire or dispose of
additional shares of Common Stock through open market or privately negotiated
transactions depending on existing market and economic conditions. The
Reporting Persons intend to review their investment in the Issuer on a
continuing basis and, depending on the price and availability of shares of
Common Stock, subsequent developments effecting the Issuer, the Issuer's
business and prospects, other investment and business opportunities available
to the Reporting Persons, and other factors considered relevant, may decide to
increase or decrease the size of their investment in the Issuer. The Reporting
Persons are supportive of the Issuer's current management and announced
corporate strategies and performance, and at the present time have no plans to
seek to participate in or attempt to change any of the foregoing.
(Page 4 of 6 Pages)
<PAGE> 5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons beneficially own 280,004 shares
(Mr. Geller owns 229,304 shares and Mr. Golenberg
owns 50,700 shares), which represent approximately
6.12% of the outstanding shares of the Issuer's
Common Stock.
(b) Mr. Geller has sole voting and investment power over
the 229,304 shares he beneficially owns. Mr.
Golenberg has sole voting and investment power over
the 50,700 shares he beneficially owns.
(c) Information regarding all transactions effected by
the Reporting Persons in the Common Stock within 60
days from the date hereof is included below:
MARSHALL S. GELLER
<TABLE>
<CAPTION>
TRADE DATE BUY (B)/SELL (S) NO. OF SHARES PRICE
<S> <C> <C> <C>
May 19, 1994 B 2,300 $5.750
May 19, 1994 B 3,700 $5.476
May 23, 1994 S 1,000 $6.000
May 25, 1994 B 15,201 $5.750
June 3, 1994 B 1,000 $5.750
</TABLE>
GLENN GOLENBERG
<TABLE>
<CAPTION>
TRADE DATE BUY (B)/SELL (S) NO. OF SHARES PRICE
<S> <C> <C> <C>
June 3, 1994 B 5,000 $5.750
</TABLE>
All of the above transactions were customary brokerage transactions effected on
the New York Stock Exchange.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Persons are not parties to any contract,
agreement, understanding or relationship with respect to any securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement for Marshall S. Geller.
2. Joint Filing Agreement and Power of Attorney for
Glenn Golenberg.
(Signature page follows)
(Page 5 of 6 Pages)
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
GLENN GOLENBERG
By /s/ Marshall S. Geller
---------------------------
MARSHALL S. GELLER,
As Attorney-in-Fact
/s/ Marshall S. Geller
---------------------------
MARSHALL S. GELLER
DATE: June 9, 1994
<PAGE> 7
JOINT FILING AGREEMENT
The undersigned hereby agrees to jointly file a Statement on
Schedule 13D (the "Schedule 13D"), together with any Amendments thereto, with
the Securities and Exchange Commission pursuant to the requirements of Rule
13d-1(f).
/s/ Marshall S. Geller
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MARSHALL S. GELLER
DATE: June 9, 1994
EXHIBIT A
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JOINT FILING AGREEMENT
AND
POWER OF ATTORNEY
The undersigned hereby agrees to jointly file a Statement on
Schedule 13D (the "Schedule 13D"), together with any Amendments thereto, with
the Securities and Exchange Commission pursuant to the requirements of Rule
13d-1(f).
The undersigned also appoints Mr. Marshall S. Geller, and his
successors and assigns, each with full power of substitution, as his
attorney-in-fact for the specific purpose of executing, on his behalf, the
above-referenced Schedule 13D, together with any Amendments thereto.
/s/ Glenn Golenberg
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GLENN GOLENBERG
DATE: June 9, 1994
EXHIBIT B
