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Previous: RODMAN & RENSHAW CAPITAL GROUP INC, SC 14D1/A, 1994-01-18 |
Next: RODMAN & RENSHAW CAPITAL GROUP INC, SC 14D1/A, 1994-01-18 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
RODMAN & RENSHAW CAPITAL GROUP, INC.
(Name of Subject Company)
ABACO GRUPO FINANCIERO, S.A. DE C.V.
and
ABACO CASA DE BOLSA, S.A. DE C.V., ABACO GRUPO FINANCIERO
(Bidders)
COMMON STOCK, $0.09 PAR VALUE
(Title of Class of Securities)
774877 10 4
(CUSIP Number of Class of Securities)
JORGE ANTONIO GARCIA GARZA
ABACO CORPORATIVO, S.A. DE C.V.
MONTES ROCALLOSOS 505 SUR
RESIDENCIAL SAN AGUSTIN
GARZA GARCIA, N.L. MEXICO 66260
011-52-83-63-2030
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications on Behalf of Bidders)
COPIES TO:
DAVID S. RUDER
NEAL A. KLEGERMAN
BAKER & MCKENZIE
ONE PRUDENTIAL PLAZA
130 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-8000
<PAGE> 2
This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") filed on November 23, 1993, as previously amended by
Amendment No. 1, with respect to the offer by Abaco Casa de Bolsa, S.A. de
C.V., Abaco Grupo Financiero (the "Purchaser") and Abaco Grupo Financiero, S.A.
de C.V. ("Parent") to purchase up to 2,599,811 of the outstanding shares of
common stock, $0.09 par value (the "Shares"), of Rodman & Renshaw Capital
Group, Inc., a Delaware corporation (the "Company"), at a purchase price of
$10.50 per Share, net to the sellers in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 23, 1993 (the
"Offer to Purchase"), a copy of which was attached as Exhibit (a)(1) to the
Schedule 14D-1. Capitalized terms not defined herein have the meanings set
forth in the Schedule 14D-1.
With respect to the Schedule 14D-1, the Purchaser and Parent hereby clarify
that, in accordance with Section 11 of the Offer to Purchase, "Certain
Conditions to the Offer," and Annex I to the Acquisition Agreement dated
November 17, 1993 by and among the Company, in the event that, on the Earliest
Date (the earliest date on which all other conditions to consummation of the
Offer have been satisfied), the Mexican currency equivalent of the Per Share
Amount is at least 50% greater than the Mexican currency equivalent as of
November 17, 1993, and the Purchaser extends its right to postpone the purchase
of, and payment for, Shares tendered for up to ten business days, then the
Purchaser also shall extend the period of time for which the Offer is open for
the period of such postponement.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
(a), (b) and (c). The selected financial data with respect to the Purchaser
previously presented in the Schedule 14D-1 are stated in nominal pesos.
The following U.S. dollar translation of selected financial data with
respect to the Purchaser for 1992 is presented based upon the exchange rate for
pesos as of September 30, 1993 (NPs 3.116 = US$1.00):
<TABLE>
<CAPTION>
(In Millions)
<S> <C>
Income Statement Data:
Total Revenue . . . . . . . . US$ 208
Total Expenses . . . . . . . 192
Operating Income . . . . . . 15
Net Income . . . . . . . . . 13
Balance Sheet Data:
Total Assets . . . . . . . . US$ 844
Total Liabilities . . . . . 798
Stockholders' Equity . . . . 46
</TABLE>
Filed herewith as exhibits are the Purchaser's Audited Financial
Statements as of December 31, 1992 and 1991 and Parent's Statement of Financial
Position as of September 30, 1993, which includes the Purchaser's Statement of
Financial Position as of September 30, 1993.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11). Purchaser's Audited Financial Statements as of
December 31, 1992 and 1991.
(a)(12). Parent's Statement of Financial Position as of
September 30, 1993.
EXCEPT AS SPECIFICALLY AMENDED AND SUPPLEMENTED HEREBY, ALL PROVISIONS OF THE
OFFER REMAIN UNAFFECTED.
2
<PAGE> 3
Signature
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Date: December 13, 1993
ABACO CASA DE BOLSA, S.A. DE C.V.,
ABACO GRUPO FINANCIERO
By /s/ Francisco E. Quintanilla
Francisco E. Quintanilla
Chief Financial Officer
3
<PAGE> 4
Signature
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Date: December 13, 1993
ABACO GRUPO FINANCIERO, S.A. DE C.V.
By /s/ Francisco E. Quintanilla
Francisco E. Quintanilla
4
<PAGE> 5
INDEX TO EXHIBITS
Exhibit Sequential
Number Page No.
(a)(11) Purchaser's Audited Financial Statements as of December
31, 1992 and 1991.
(a)(12) Parent's Statement of Financial Position as of September
30, 1993.
<PAGE> 1
EXHIBIT (a)(11)
ABACO CASA DE BOLSA, S. A. DE C. V.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1992 AND 1991
TOGETHER WITH THE OPINION
OF INDEPENDENT AUDITORS
DESPACHO COOPERS
ROBERTO CASAS & LYBRAND
ALATRISTE
<PAGE> 2
Despacho Coopers Contadores Publicos
Roberto Casas &Lybrand y Consultores
Alatriste
To the Stockholders' Meeting of
ABACO Casa de Bolsa, S. A. de C. V.:
We have examined the balance sheets of ABACO Casa de Bolsa, S. A. de C.
V., as of December 31, 1992 and 1991, and the related statements of income,
changes in stockholders' equity and changes in financial position for the
years then ended. These financial statements are the responsability of the
Company's management. Our examination was made in accordance with auditing
standards generally accepted in Mexico and, accordingly, included such tests of
the accounting records and such other auditing procedures as we considered
necessary in the circumstances. Our examination comprised the memoranda
accounts shown at the top of the accompanying balance sheets, which represent
cash and securities owned by those customers with whom Casa de Bolsa deals.
As described in Note 2, the financial statements have been prepared on
the basis of the accounting practices prescribed by the Comision Nacional de
Valores (National Securities Commission), which practices differ from
accounting practices generally accepted in Mexico in the cases mentioned in
that note.
In our opinion, the accompanying financial statements, prepared by the
Company's management, present fairly the financial position of ABACO Casa de
Bolsa, S. A. de C. V., as of December 31, 1992 and 1991, and the results of its
operations, changes in stockholders' equity and changes in its financial
position for the years then ended, in conformity with the accounting practices
prescribed by the Comision Nacional de Valores, which were applied on a
consistent basis, with the exception of the change mentioned in Note 2-C.
DESPACHO ROBERTO CASAS ALATRISTE
COOPERS & LYBRAND
Jose de Jesus Mariscal Chavez, C. P.
Monterrey, N. L.
February 4, 1993
<PAGE> 3
ABACO CASA DE BOLSA, S. A. DE C. V.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1991
(Notes 1 and 2)
(Stated in thousands of new Mexican pesos)
<TABLE>
<CAPTION>
1992 1991
----------- ---------
<S> <C> <C>
OPERATION REVENUES:
Commissions N$ 92,170 N$102,918
Gain on sale of securities 30,901 7,817
Dividends on investments 924 486
Net income from money market transaction 184,773 122,936
Premiums collected 175,902 89,341
Interest income 3,790 3,123
Income from transactions exchange coverage
short term 142,490 94,450
Income from financial advising 949 -
Gold and silver operations income 2 2
ADMINISTRATIVE REVENUES:
Revenues from management and custody 13 187
Revenues from mutual fund transactions
(Note 9) 14,996 17,647
----------- ---------
Total N$646,910 N$438,907
----------- ---------
OPERATING EXPENSES:
Personnel expenses N$ 23,711 N$ 15,029
Commisions and dues paid 36,770 28,079
Loss on sale of securities 1,566 679
Contributions to the contingency fund 1,719 1,427
Premiums paid 305,265 128,947
Interest paid 2,377 4,645
Expenditures for short-term exchange
coverage transactions 138,053 96,019
Other operating expenses 15,167 14,861
ADMINISTRATIVE EXPENSES:
Personnel expenses 33,466 21,626
Depreciation and amortization 4,586 3,431
General expenses 36,352 35,911
----------- ---------
TOTAL EXPENSES N$599,032 N$350,654
----------- ---------
OPERATING INCOME N$ 47,878 N$ 88,253
Other income and expenses 411 3,135
----------- ---------
INCOME BEFORE INCOME TAX AND EMPLOYEES'
PROFIT SHARING N$ 48,289 N$ 91,388
----------- ---------
LESS: Income tax N$ 8,051 N$ 30,545
Employees' profit sharing 3,711 9,856
----------- ---------
Total N$ 11,762 N$ 40,401
----------- ---------
Results from valuing the variation in
repurchase resale agreements 2,321 -
----------- ---------
Net income (Note 11) N$ 38,848 N$ 50,987
----------- ---------
----------- ---------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE> 4
ABACO CASA DE BOLSA, S. A. DE C. V.
STATEMENTS OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1991
(Notes 1 and 2)
(Stated in thousands of new Mexican pesos)
<TABLE>
<CAPTION>
1992 1991
---------- -----------
<S> <C> <C>
INTERMEDIATION OPERATIONS:
Funds obtained from operations-
Operating profit N$ 47,878 N$ 88,253
Provisions for depreciation and
amortization 4,586 3,431
Result from valuation in variation
on repurchase resale agreements 2,321 -
Other income, net 411 3,135
---------- -----------
Flow from operations N$ 55,196 N$ 94,819
Funds (Invested in) received from:
Investments in authorized securities ( 17,916) ( 62,285)
Other notes and accounts receivable
and other debtors 24,313 ( 25,167)
Foreign-exchange coverages, net 311 60
Prepaid expenses ( 1,562) ( 976)
Other accounts payable ( 13,169) 16,519
---------- -----------
Funds provided by operations N$ 47,173 N$ 22,970
Income tax ( 8,051) ( 30,545)
Employees' profit sharing ( 3,711) ( 9,856)
---------- -----------
Net funds from intermediation
operations N$ 35,411 (N$ 17,431)
INVESTMENTS OPERATIONS (UNIVESTMENTS):
Real estate, furniture and fixtures ( 223) ( 11,835)
Permanent investments sold 4,999 ( 3,975)
Other investments and assets ( 16,567) ( 5,836)
---------- -----------
Resources after investments N$ 23,620 (N$ 39,077)
FINANCING:
Increase in bank credits 39,000 -
Increase in paid-in capital stock and
payment of premium on shares - 40,008
Paid dividends ( 63,000) -
---------- -----------
INCREASE (DECREASE) IN CASH (N$ 380) N$ 931
BALANCE IN CASH AT BEGINNING OF YEAR 1,042 111
---------- -----------
BALANCE IN CASH AT END OF YEAR N$ 662 N$ 1,042
---------- -----------
---------- -----------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE> 5
ABACO CASA DE BOLSA, S.A. DE C.V.
BALANCE SHEETS AS OF DECEMBER 31, 1992 AND 1991
(NOTES 1 AND 2)
(STATED IN THOUSANDS OF NEW MEXICAN PESOS)
<TABLE>
<CAPTION>
MEMORANDA ACCOUNTS
1992 1991
-------------- -------------
<S> <C> <C>
CUSTOMERS CURRENT ACCOUNTS:
Customer cash balances N$ 227 N$ 85
Unexpired customers purchases 2,300 ( 25,252)
CUSTOMERS' SECURITIES:
Securities received in custody (Note 13) 9,601,348 6,930,615
Securities delivered in custody to Banxico (Note 13) 470,544 758,745
TRANSACTIONS FOR CUSTOMERS' ACCOUNT:
Short-term foreign exchange coverages 6,552,841 1,762,686
-------------- -------------
Total customers' N$ 16,627,260 N$ 9,426,879
-------------- -------------
-------------- -------------
ASSETS
CURRENT:
Available-
Cash and banks N$ 662 N$ 1,042
Investments-
Investments in authorized listed securities on the Mexican stock exchange 58,342 93,615
Securities in guarantee 65,072 11,883
Investment in authorized securities not listed on the Mexican stock exchange 2,980 1,485
Unrealized gain (loss) on securities 12,844 35,743
Notes and accounts receivable-
Settlement of the company, debit item 284 -
Other accounts and notes receivable (Note 3) 9,702 26,021
Other debtors 1,183 9,477
Less: Allowance for uncollectible accounts - ( 300)
Transactions with customers-
Exchange coverage receivable 41,234 16,598
Repurchase agreements-
Repurchase agreements receivable 769,779 297,009
Securities receivable for repurchase agreements 1,601,275 560,695
Payable premiums 5,495 8,695
-------------- -------------
Total current assets N$ 2,568,852 N$ 1,061,963
-------------- -------------
FIXED:
Permanent investments (Note 4) N$ 14,736 N$ 20,980
Real-state (Note 5) 17,540 13,537
Furniture and fixture (Note 5) 33,185 29,940
Less-Accumulated depreciation (Note 6) ( 16,641) ( 10,518)
-------------- -------------
Total fixed assets N$ 48,820 N$ 53,939
-------------- -------------
OTHER ASSETS:
Prepaid expenses N$ 4,189 N$ 2,627
Leasehold improvements 8,255 3,317
Organization expenses 54 54
Installation expenses 39 39
Less: Accumulated amortization (Note 6) ( 677) ( 272)
-------------- -------------
Total other assets N$ 11,860 N$ 5,765
-------------- -------------
Total assets N$ 2,629,532 N$ 1,121,667
-------------- -------------
-------------- -------------
<CAPTION>
MEMORANDA ACCOUNTS
1992 1991
-------------- -------------
<S> <C> <C>
OWN CONTROL ACCOUNTS:
Company's securities placed in custody (Note 13) N$ 55,905 N$ 135,533
Company's securities in custody of Banco de Mexico (Note 13) 2,211 1,192
Company's securities delivered in guarantee 77,996 -
Other control accounts 300 -
-------------- -------------
Total own N$ 136,412 N$ 136,725
-------------- -------------
-------------- -------------
LIABILITIES
SHORT-TERM:
Bank credits (Note 7) N$ 50,000 N$ 11,000
Settlement of the Company credit item 263 -
Other accounts payable (Note 8) 14,966 23,848
Transactions with customers-
Foreign exchange coverage payable 43,158 18,211
Resale agreements-
Resale agreements payable 1,612,892 575,527
Securities deliverable for resale agreement 761,419 288,317
Premiums receivable 2,408 5,000
-------------- -------------
Total short term liabilities N$ 2,485,106 N$ 921,903
-------------- -------------
LONG-TERM:
Other accounts payable (Note 8) N$ 272 N$ 4,559
-------------- -------------
Total long term liabilities N$ 272 N$ 4,559
-------------- -------------
Total liabilities N$ 2,485,378 N$ 926,462
-------------- -------------
STOCKHOLDERS' EQUITY
CAPITAL STOCK (Note 10): N$ 76,608 N$ 51,240
Premium on shares - 25,368
Legal reserve 3,614 1,065
Retained earnings (Note 12) 1,147 15,709
Restatement of stockholders' equity 11,093 15,093
Net income for the year (Note 11) 38,848 50,987
Unrealized gain (loss) from securities 12,844 35,743
-------------- -------------
Total stockholders' equity N$ 144,154 N$ 195,205
-------------- -------------
Total liabilities and stockholders' equity N$ 2,629,532 N$ 1,121,667
-------------- -------------
-------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
ABACO CASA DE BOLSA, S. A. DE C. V.
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31, 1992 AND 1991
(Amounts stated in thousands of new Mexican pesos)
1. BUSINESS ACTIVITY-
ABACO Casa de Bolsa, S. A. de C. V., is a mercantile
corporation registered in the Brokers and Dealers Section
of the Securities and Intermediaries National Registry
under No. 0246, wherefore it operates as a brokerage house,
whose operations are those authorized and regulated by the
Stock Market Law and by the general rules/provisions issued
by Comision Nacional de Valores (National Securities
Commission).
In July 1991, the Company was authorized to form part of
Abaco Grupo Financiero, S. A. de C. V. under the terms of
the Law Regulating Financial Groups. The legal and
administrative proceedings for the constitution of the
Group were concluded on February 25, 1992. In March of the
same year, Abaco Grupo Financiero, S. A. de C. V., acquired
99.87% of the capital of Abaco Casa de Bolsa, S. A. de C. V.,
the latter becoming thus a subsidiary of the former.
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND PRACTICES-
The accompanying financial statements to which these notes
refer have been prepared in accordance with the accounting
practices prescribed for brokerage houses by the National
Securities Commission, which differ from generally accepted
accounting principles mainly with respect to those
mentioned/described in paragraphs b, d, f and j below and
also in that said practices require recognition of the
effects of inflation only for fixed assets but not for the
other items affected by inflation as provided for by
Bulletin B-10 and its supplements issued by the Mexican
Institute of Public Accountants. Significant accounting
policies are summarized as follows:
a) Currency unit- Because of the creation of a new
currency unit in effect beginning January 1, 1993,
temporarily named "new peso" (N$) the Company's
management presents the figures of the financial
statements and related notes in this new currency
unit, which is equivalent to one thousand pesos
relative to the unit in effect through December 31,
1992.
<PAGE> 7
-2-
b) Investment in securities- Investments in authorized
listed securities are stated at average acquisition
cost calculated under average cost method; and on the
last day of the year they are valued at market. The
difference between the acquisition costs and the
related year-end market value is presented under the
caption Unrealized gain (loss) from securities.
As of December 31, 1992, the net position named Federal
Government Indexed debt bonds (ajustabonos) (See Note
2-K-1) amounted to N$2,220, does not represent any
material risk for the brokerage house.
c) The securities repurchase agreements receivable
(securities receivable under agreements to
repurchase) and securities resale agreements
deliverable (securities deliverable under agreements
to resell) are recorded at the respective contractual
value; the last day of the year they are valued at
market. Starting in 1992, the difference between
these values is recorded in the income statement in
the account "result from valuation in variance of
repurchase/resale agreements". Through 1991, the
difference in these valuations was recorded in the
account "increase (decrease) from valuation of
Portfolio" similarly to the investments in
securities. This change had the effect of increasing
the income for the year by N$2,321 and decreasing the
"increase (decrease) from valuation of portfolio" by
the same amount. According to the requirements of
the National Securities Commission, it is not
possible to distribute or capitalize the previously
mentioned amount until it has been realized; this is
during 1993.
In the afore-mentioned securities transactions, a fixed
yield is guaranteed in exchange for the temporary
transfer of fixed-income securities. The premiums
that derive from them are recognized in income as
they accrue.
d) Other investments- Represent the investment of the
following companies:
Bolsa Mexicana de Valores, S. A. de C. V. (1)
S. D. Indeval, S. A. de C. V. (1)
Abaco International Corporation (2)
Inmobiliaria Zend, S. A. de C. V. (2)
Inmobiliaria Zadig, S. A. de C. V. (2)
<PAGE> 8
-3-
(1) One share is held in each of the companies and they
are recorded at book value according to audited
financial statements as of December 31, 1991.
(2) More than 99% of their capital stock is held in each
of the companies and they are recorded at book value
according to financial statements as of December 31,
1992 that are audited or in the process of being
audited. In the case of Abaco International
Corporation, the book value was obtained by
multiplying the value in dollars according to the
stockholders' equity, by the exchange rate at the
end of the period. In accordance with the
provisions of the Securities Market Law and the
practices established by the National Securities
Commision these financial statements are not
consolidated.
The differences between the cost of these investments and
their valuations according to the mentioned criteria, are
reflected in stockholders' equity within the account
"revaluation surplus".
During 1992, the investment that was held in Aba/Divisas Casa
de Cambio, S. A. de C. V. was sold to Abaco Grupo
Financiero, S. A. de C. V. and were acquired Inmobiliaria
Zend, S. A. de C. V. and Inmobiliaria Zadig, S. A. de C. V.
e) Exchange coverage transactions -The effect of matching
the coverage cost with the peso values of the covered
U.S. dollars at the exchange rate at year-end
($3.1154 pesos per dollar) is charged/credited to
income.
f) Revenue from investments- Stock dividends are
recognized at zero value. Gain or loss derived from
investment in securities is credited/charged to
income when the related securities are sold.
g) Fixed assets- Real estate and furniture and fixtures
are stated at acquisition cost. Furthermore, these
investments are restated and valued at their
replacement cost as determined by upward revaluations
made by independent appraisers registered with the
National Securities Commission.
h) Depreciation and amortization- Both the acquisition
cost and the upward revaluation are depreciated/
amortized by the straight-line method over the
estimated useful lives of the related assets as
determined by the appraisers. Leasehold improvements
and organization and installation expenses are
amortized by the straight-line method at the rates
authorized for income tax purposes.
<PAGE> 9
-4-
i) Personnel compensations- Seniority premium are
recorded as they accrued; however, because of the
past services 1992 materiality amounted to N$99, it
was not recorded. The liability for this item is
determined by actuarial calculations. The other
payments for labor obligations, such as indemnities
for dismissal and other similar ones, are recognized
in income in the year when they are paid.
j) Deferred income tax and employees' profit sharing- The
assessment for the year is provided for based in the
related legal provisions, without taking into account
timing differences between financial and income tax
criteria to recognize certain revenue and expense
items.
k) Customers' securities received in custody as well as
securities delivered in custody to third parties-
both from customers' and/or from own account- are
presented in memoranda accounts and stated as
follows:
1. Federal Treasury Certificates (CETES), Federal
Government Development Bonds (BONDES), and
Federal Government Indexed Debt Bonds
(AJUSTABONOS), at face value.
2. Federal Treasury Bonds (TESOBONOS), at face value
denominated in U.S. dollars translated at the
year-end rate of exchange.
3. Other securities, at their year-end market quotes.
3. OTHER NOTES AND ACCOUNTS RECEIVABLE-
They comprise the following:
<TABLE>
<CAPTION>
A c c o u n t 1992 1991
------------------------- --------- ---------
<S> <C> <C>
Sundry debtors N$ 8,466 N$ -
Current accounts - trade 1,080 20,821
Commissions receivable 2 5,046
Notes receivable 154 154
-------- ---------
N$ 9,702 N$ 26,021
-------- ---------
-------- ---------
</TABLE>
<PAGE> 10
-5-
4. PERMANENT INVESTMENTS-
Their composition is as follows:
<TABLE>
<CAPTION>
1992 1991
-------- ---------
<S> <C> <C>
Acquisition cost:
Abaco International Corporation N$ 9,380 N$ 2,424
Inmobiliaria Zend, S. A. de C. V.
(1) 205 -
Inmobiliaria Zadig, S. A. de C. V.
(1) 555 -
Aba/Divisas Casa de Cambio, S. A.
de C. V. - 4,999
Bolsa Mexicana de Valores, S. A.
de C. V. 520 520
S. D. Indeval, S. A. de C. V. 100 100
Aztec Stadium box 108 108
--------- ---------
N$10,868 N$ 8,151
Participation in the stockholders'
equity of these companies (See
Note 2-d) 3,015 12,097
-------- ---------
Total permanent investments N$13,883 N$20,248
Guarantee deposits 853 732
-------- --------
N$14,736 N$20,980
-------- ---------
-------- ---------
</TABLE>
(1) The first official copy of the corporation charters of
these companies is pending approval by the National
Securities Commission.
5. FIXED ASSETS-
They consist of:
<TABLE>
<CAPTION>
1992 1991
--------------------------------- --------
Cost Revaluation Total Total
-------- --------- -------- --------
<S> <C> <C> <C> <C>
Real estate N$ 8,997 N$ 8,543 N$17,540 N$13,537
-------- --------- -------- --------
-------- --------- -------- --------
Furniture and
equipment-
Transportation N$ 848 N$ 920 N$ 1,768 N$ 8,142
Office 8,895 7,392 16,287 11,872
Data processing 8,165 6,965 15,130 9,926
-------- --------- -------- --------
N$17,908 N$ 15,277 N$33,185 N$29,940
-------- --------- -------- --------
-------- --------- -------- --------
</TABLE>
<PAGE> 11
-6-
Real estate includes land and building, which were acquired
under the condominium ownership plan.
The investment in transportation equipment includes N$360 net
of accumulated depreciation ($4,666 in 1991) acquired under
capital leasing.
6. DEPRECIATION AND AMORTIZATION-
a) Accumulated depreciation include the following:
<TABLE>
<CAPTION>
1992 1991
------------------------------- --------
Cost Revaluation Total Total
--------- ----------- -------- --------
<S> <C> <C> <C> <C>
Real estate N$ 772 N$ 508 N$ 1,280 N$ 1,105
Furniture and
equipment-
Transportation 357 511 868 2,835
Office 2,559 3,789 6,348 3,022
Data processing 3,496 4,649 8,145 3,556
--------- --------- -------- --------
N$ 7,184 N$ 9,457 N$16,641 N$10,518
--------- --------- -------- --------
--------- --------- -------- --------
<CAPTION>
b) Accumulated amortization is as follows:
1992 1991
--------- ---------
<S> <C> <C>
Leasehold improvements N$ 640 N$ 240
Deferred expenses
Organization 22 19
Installation 15 13
-------- ---------
N$ 677 N$ 272
-------- ---------
-------- ---------
</TABLE>
The depreciation and amortization charged to income, determined in
accordance with the policy described in Note 2-h, amount to N$4,586
(N$3,431 in 1991).
7. BANK CREDITS-
Are represented by clean credits granted by Nacional Financiera,
S.N.C. as trustor for the "Fondo de Apoyo a las Casas de Bolsa"
(Trust Fund for the Support of Securities Firms/Dealers), due in
March 1993, bearing interest at variable rates at the Cetes rate-
28 days plus a 2.25 point spread.
<PAGE> 12
-7-
These loans are secured by shares acquired in the stock
market, which are deposited at the S.D. Indeval, S.A. de
C.V. at a 2 to 1 ratio relative to the amount of the
related credit.
8. OTHER ACCOUNTS PAYABLE-
a) Short-term balances include:
<TABLE>
<CAPTION>
1992 1991
-------- --------
<S> <C> <C>
Sundry creditors N$ 1,062 N$ 1,228
Sundry liabilities 1,507 500
-Employees' profit sharing payable 3,711 9,856
Income tax payable both witheld
and own account (Net-advance
payments for N$23,628 in 1991) 4,723 9,537
Value-added tax (248) -
Contribution to the contingency
fund 3,936 2,218
Interest payable 248 52
Other expenses payable 27 457
--------- --------
N$ 14,966 N$23,848
--------- --------
--------- --------
</TABLE>
b) The long-term balance represents debts derived from capital lease
agreements.
9. PRINCIPAL TRANSACTIONS AND BALANCES WITH
INVESTMENT COMPANIES AND SUBSIDIARIES-
Under the terms of the Investment Companies Law, ABACO Casa
de Bolsa, S.A. de C.V., has entered -as broker- into
administration service contracts with the following
investment companies:
ABACOSI, S.A. de C.V., Fixed-income mutual fund
ABACO, Fondo Estrategico, S.A. de C.V., Open-end
investment company
ABACO, Fondo Corporativo, S.A. de C.V., Fixed-income
mutual fund for legal persons
ABACO, Fondo de Capitales, S.A. de C.V., Investment
company whose purpose is to invest in stock and debt
securities of entities requiring long-term financing.
ABACO, Fondo de Rendimiento, S.A. de C.V., Fixed-income
mutual fund
<PAGE> 13
-8-
The revenues from transactions with these investment
companies are included in the statement of income under the
caption: Revenues from mutual fund transactions.
Also, during 1992 commissions amounting to N$878 (N$1,842 in
1991) were paid to Abaco International Corporation for
financial intermediation and N$291 to Aba/Sis, S. A. de
C. V. for professional services. Additionally, there are
recorded in sundry debtors the following items:
<TABLE>
<CAPTION>
1992 1991
------- -------
<S> <C> <C>
Abaco Grupo Financiero, S. A. de C. V. N$2,191 N$ -
Abaco International Corporation 91 1,837
------- -------
------- -------
</TABLE>
10. STOCKHOLDERS' EOUITY-
The Extraordinary General Stockholders' Meeting held on
December 4, 1992, approved an increase in the fixed capital
stock, with a premium on shares for a total of N$25,368.
In 1991, the Extraordinary General Stockholders' Meeting held
on March 12, approved an increase of N$14,640 in the fixed
capital with a premium on shares for a total of N$25,368.
Therefore at December 31, 1992 and 1991 the fixed capital
stock is represented by eighty-four million common, no par-
value, nominative Series A shares. The Company's bylaws
provide for additional issues of shares representing the
variable portion of the capital stock up to a maximum that
may not exceed the paid-in minimum fixed capital. Such
shares have not been issued to date.
As provided for by the Stock Market Law, the acquisition of
shares representing control of 10% or more of the capital
stock of a brokerage house, through one and/or various
transactions of any nature, simultaneous and/or consecutive
ones, must be previously authorized by the National
Securities Commission. By the same token, no individual or
legal person may directly or indirectly own 15% or more of
the capital stock of a brokerage house, with the exceptions
that the Law itself states.
11. NET INCOME FOR THE YEAR-
According to the Company's bylaws, the net income for the
year is subject to a 5% appropiation to the legal reserve,
until that reserve is equal to the amount of the paid-in
capital stock.
<PAGE> 14
ABACO CASA DE SOLSA, S. A. DE C.V.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1991
(Notes 1 and 2)
(Stated in thousands of new Mexican pesos)
<TABLE>
<CAPTION>
Unappro-
Capital Premium Legal priated Revaluation
Stock on Shares Reserve Earnings Surplus
---------- --------- ------- -------- -----------
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1990 N$ 36,600 N$ - N$ 444 N$ 3,917 N$ 8,212
Increase in capital stock
approved by the Extraordinary
General Stockholders' Meeting held on
March 12, 1991 through cash
contributions 14,640 25,368
Appropriation of 1990 net income
approved by the Ordinary General
Stockholders' Meeting held on
April 29, 1991 621 11,792
Sundry adjustments ( 399)
Unrealized gain on securities
portfolio
Revaluation surplus for the year 7,280
Net income for the year
---------- --------- ------- -------- -----------
Balances at December 31, 1991 N$ 51,240 N$ 25,368 N$1,065 N$ 15,709 N$ 15,093
Appropriation of the 1991 net
income approved by the Ordinary
General Stockholders' Meeting held
on April 30, 1992 2,549 48,438
Increase in capital stock approved
by the Extraordinary General
Stockholders' Meeting held on
December 4, 1992, through capitali-
zation of premium on shares 25,368 ( 25,368)
Dividend declaration at the rate of
N$0.75 per share approved by the
Extraordinary General Stockholders'
Meeting held on December 4, 1992 ( 63,000)
Unrealized gain on securities portfolio
Revaluation surplus ( 4 ,000)
Net income for the year
---------- --------- ------- -------- -----------
Balance at December 31, 1992 N$ 76,608 N$ - N$3,614 N$ 1,147 N$ 11,093
---------- --------- ------- -------- -----------
---------- --------- ------- -------- -----------
<CAPTION>
Total
Unrealized stock-
Gain (Loss) holders'
Net Income on Invest- equity
for ment in (Notes 10,
the Year Securities 11 and 12)
---------- ---------- -----------
<S> <C> <C> <C>
Balances at December 31, 1990 N$ 12,413 N$ 17,535 N$ 79,121
Increase in capital stock
approved by the Extraordinary
General Stockholders' Meeting
held on March 12, 1991 through
cash contributions 40,008
Appropriation of 1990 net income
approved by the Ordinary General
Stockholders' Meeting held on
April 29, 1991 ( 12,413)
Sundry adjustments ( 399)
Unrealized gain on securities
portfolio 18,208 18,208
Revaluation surplus for the year 7,280
Net income for the year 50,987 50,987
---------- --------- ---------
Balances at December 31, 1991 N$ 50,987 N$35,743 N$195,205
Appropriation of the 1991 net
income approved by the Ordinary General
Stockholders' Meeting held on
April 30, 1992 ( 50,987)
Increase in capital stock approved
by the Extraordinary General
Stockholders' Meeting held on
December 4, 1992, through capitali-
zation of premium on shares
Dividend declaration at the rate of
N$0.75 per share approved by the
Extraordinary General Stockholders'
Meeting held on December 4, 1992 ( 63,000)
Unrealized gain on securities portfolio (22,899) ( 22,899)
Revaluation surplus ( 4,000)
Net income for the year 38,848 38,848
---------- --------- ---------
Balance at December 31, 1992 N$ 38,848 N$ 12,844 N$144,154
---------- --------- ---------
---------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 15
-9-
12. INCOME TAX AND EARNINGS RESTRICTION-
Based on the income tax provisions in effect, dividends paid
out from retained earnings (included the capitalized ones
and the legal reserve) derived from net taxable income are
tax free. All others are subject to a 35% withholding.
In the Ordinary General Stockholders' meeting held on
December 4, 1992, it was resolved to pay a total dividend
of N$63,000 against net taxable income whose balance as of
December 31, 1992 amounts to N$675.
13. SECURITIES RECEIVED AND/OR
PLACED IN CUSTODY-
Customers' and the Brokerage house own investments securities
valued according Note 2-i are held in custody by:
- Banco de Mexico, S. A., comprising Federal Treasury
Certificates (CETES), Treasury Bonds (TESOBONOS)
Federal Government Bonds (BONDES) and Federal
Government Indexed Debt Bonds (AJUSTABONOS) for:
<TABLE>
<CAPTION>
1992 1991
--------- ---------
<S> <C> <C>
Customers' N$470,544 N$758,745
Own account 2,211 1,192
--------- ---------
Total N$472,755 N$759,937
--------- ---------
--------- ---------
</TABLE>
- S.D. Indeval, S.A. de C.V. (National Depository
Institute), all other securities as follows:
<TABLE>
<CAPTION>
1992 1991
----------- -----------
<S> <C> <C>
Customers' N$9,601,347 N$6,930,615
Own account 55,905 135,533
----------- -----------
Total N$9,657,252 N$7,066,148
----------- -----------
----------- -----------
</TABLE>
- - - - - - - - - - - -
<PAGE> 1
EXHIBIT (A)(12)
QUARTERLY
REPORT
3
ABACO
GRUPO
FINANCIERO
<PAGE> 2
ABACO GRUPO FINANCIERO, S.A. DE C.V.
GENERAL RESULTS
Accrued net income to September 1993 was N$191,747,000, which
represents a nominal growth rate of 39.4%, or 27.3% real growth
compared to accrued profits over the same period of 1992. The primary
explanation of this growth in profitability is the use of the synergies
inherent to the different subsidiaries of the Group, specially concerning
the extension of their services and financial products to clients of the
brokerage firm. This is the first phase of an integration that eventually will
extend to the offering of brokerage and other financial services to the
clients of the bank. The following table offers a picture of these results by
firm:
<TABLE>
<CAPTION>
NET INCOME OF THE FINANCIAL GROUP
For the period ending September 30, 1993
(in thousands of Mexican new pesos)
<S> <C>
Abaco Grupo Financiero (962)
Abaco Casa de Bolsa 23,010
Confia 156,102
Aba/Renda 11,066
Aba/Factor 5,719
Aba/Divisas 2,642
Aba/Seguros (5,482)
Others 70
-------
Total 191,747
-------
-------
</TABLE>
Confia's development during the first nine months of 1993 has been
quite auspicious, benefiting from fundamentally healthy operations,
its synergy with Abaco Casa de Bolsa, which has resulted in growth of
the client base, and the development of new systems and more
efficient procedures. The principal factor in the strong surge in its
net income is its interest margin, which showed over 200% growth over
that shown in 3Q92. This improvement is a result of: a) the strong
increase in the loan portfolio, which from September 1992 to September
1993 grew at a nominal 38.22% b) a more diversified credit mix with
greater margins, such as credit cards or home mortgage loans; and c)
better funding due to lessened dependence on the money market,
combined with greater deposits from new branches.
Abaco Casa de Bolsa had accrued net income to September 1993 of
N$23,010 thousand, which is 44.7% lower than the same period for
1992. The brokerage firm, like its competitors, suffered from the
decline in volume of equities trading of the first six months of the
year, the lower commissions on these trades, and the reduced margins
on fixed income trading. The client base and the total assets managed
have grown 3% and 14.8% respectively, between June and September of
the current year. For these reasons and as the markets continue
recuperating, management feels that revenue and net income will return
to levels seen in 1992; this situation has become evident in the beginning
of the fourth quarter.
The results presented by the Leasing and Factoring companies are due
to a considerable growth in their portfolios, which have grown
11.8% and 42.3% respectively since the beginning of the year. These
companies have set up an aggresive promotional campaign among the
clients of both the brokerage firm and the bank. The companies have combined
assets of N$507 million.
Aba Seguro's results, 35.7% less negative than September 1992, reflect
the continued healing of the company's finances. Premiums earned
grew by 34.23% in the first nine months of the year versus 3Q92,
while expenses have remained more or less constant. These factors
resulted in an increase of 68.21% in underwriting profit. Auto
insurance remains the primary source of marginal contributions for
the firm.
<PAGE> 3
ABACO GRUPO FINANCIERO, S.A. DE C.V.
STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30,1993
(Thousands of New Mexican pesos)
<TABLE>
<S> <C> <C>
ASSETS
CURRENT:
Cash and banks 107
Investment in securities 30,837
Borrowing of securities-accounts receivable
Sundry debtors 1,221
----------------
Total current assets 32,165
SHARES OF SUBSIDIARY COMPANIES:
Confia 666,330
Goodwill 910,688 1,577,018
-------------------------------
Abaco 156,789
Goodwill 325,577 482,366
-------------------------------
Aba/renda 31,622
Goodwill (5,781) 25,841
-------------------------------
Aba/seguros 7,410
Goodwill (1,091) 6,319
-------------------------------
Aba/factor 24,363
Goodwill (16,294) 8,069
-------------------------------
Aba/divisas 13,790
Goodwill 0 13,790
-------------------------------
Share of related and services companies (28)
Goodwill 0 (28)
----------------
Total investment in subsidiaries 2,113,376
Other assets 15
Total assets 2,145,556
----------------
----------------
LIABILITIES
SHORT TERM:
Other demand liabilities 229
----------------
Borrowing of securities-Securities to repurchase
Total short-term liabilities 229
Total liabilities 229
STOCKHOLDERS' EQUITY
Authorized fixed Stock 219,947
(-) Unissued stock 0
---------
Outstanding fixed stock 219,947
Authorized variable stock 2,199,474
(-) Unissued stock 1,989,428
---------
Outstanding variable stock 210,046
----------------
Total capital stock 429,993
Premium on shares 1,454,057
Capital reserves
Surplus from revaluation of assets
Unappropriated earnings 117,300
Net income (loss) for the year (962)
Undistributed subsidiaries profit 192,709
Surplus from revaluation of subsidiaries' assets (47,769)
----------------
Total stockholders' equity 2,145,327
Total liabilities and stockholders' equity 2,145,556
----------------
----------------
</TABLE>
<PAGE> 4
ABACO CASA DE BOLSA, S.A. DE C.V.
STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 1993
(Thousands of New Mexican pesos)
<TABLE>
<S> <C>
CURRENT ACCOUNTS-TRADE
Customers' cash and banks 493
Unexpired customers operations (16,321)
CUSTOMERS' SECURITIES
Securities held in custody 10,279,264
Securities deposited with Central Bank 844,841
Securities held as collateral 10,923
OPERATIONS ON BEHALF OF CUSTOMERS
Short-term exchange coverage 1,577,268
----------
Total Customers 12,696,468
RECORD ACCOUNTS:
Company's securities safe keeping 84,878
Company's securities deposited with Central Bank 12,805
Company's securities deposited as collateral 13,503
Other record accounts 300
----------
Total Company's 111,486
ASSETS
CURRENT:
Cash and banks 186
Investment on authorized listed securities 103,670
Securities received as collateral 12,269
Investment on authorized unlisted securities 980
Investment on optional securities 157
Net increase (decrease) in value of
investment in securities 2,472
Unsettled operations 569
Other notes and accounts collectible 13,098
Other debtors 1,133
Allowance for uncollectible accounts
Exchange coverage receivable 13,997
Forward operations-accounts receivable
Borrowing of securities-accounts receivable 2,908,331
Borrowing of securities- Securities to resell 3,422,525
Premiums on borrowing of securities payable 5,138
----------
Total current assets 6,484,525
FIXED:
Shares of real estate investment companies 16,402
Real-estate 18,964
Furniture and fixtures 35,319
Accumulated depreciation (21,729)
----------
Total fixed assets 48,956
OTHER ASSETS:
Prepaid expenses 6,871
Leasehold improvements 8,698
Organization expenses 54
Installation expenses 39
Accumulated amortization (1,317)
----------
Total other assets 14,345
Total assets 6,547,826
----------
----------
LIABILITIES
SHORT-TERM
Bank loans 6,500
Other accounts payable 28,413
Exchange coverage payable 14,143
Unsettled operations 5,442
Future operations-Accounts Payable
Borrowing of securities-Accounts Payable 3,428,560
Borrowing of securities-Securities to Repurchase 2,902,421
Premiums on borrowing of securities receivable 4,767
----------
Total short-term liabilities 6,390,246
LONG TERM
Other accounts payable 790
----------
Total liabilities 6,391,036
STOCKHOLDERS' EQUITY
Capital stock 76,608
Premium on shares
Legal reserve 3,614
Retained earnings 39,993
Revaluation surplus 11,093
Net income for the year 23,010
Net increase in value of investment in securities 2,472
----------
Total stockholders' equity 156,790
Total liabilities and stockholders' equity 6,547,826
----------
----------
</TABLE>
<PAGE> 5
CONFIA, S.A.
STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 1993
(Thousands of New Mexican pesos)
<TABLE>
<S> <C>
ASSETS
AVAILABLE:
Cash 93,552
Deposits in Central Bank 17,426
Due from Mexican and Foreign banks 107,452
Other cash assets 33,618
-------------
252,048
INVESTMENT IN SECURITIES:
Government securities 181,655
Shares and equity contributions 29,004
Fixed income securities 66,036
Increase from revaluations of shares 14,230
-------------
290,924
Less- Allowance for declines in value of
securities 0
-------------
290,924
INVESTMENTS IN CREDITS:
Discounts receivable 11,752
Secured and unsecured loans 6,851,267
Loans guaranteed by industrial units 14,404
Loans for acquisition of raw materials and/or
working capital 92,761
Loans for acquisition of equipment 161,301
Loans secured by real estate mortgages 739,446
-------------
7,870,931
FORWARDS CONTRACTS AND REPURCHASE AGREEMENTS:
Forward contracts receivable 120
Foreign-exchange coverages receivable 1,186
Debtors for repurchase agreements 1,058,011
Repurchase agreements-Securities to resell 79,995
Past-due amortizations and loans, net 538,193
Sundry debtors, net 113,985
-------------
652,178
OTHER ASSETS:
Adjudicated securities, chattels and real estate, net 44,867
Other investments, net 117,165
Furniture and equipment 106,601
Real estate used for offices 155,057
Share of related and services companies, net 13,217
Increase (decrease) from valuation of share of
related companies and services 23,584
-------------
460,491
Deferred charges, net 118,758
Total assets 10,784,642
-------------
-------------
LIABILITIES
DEMAND LIABILITIES:
Deposits from the central bank
Demand deposits 1,515,019
Saving deposits 86,310
Other demand liabilities 154,468
-------------
1,755,797
TIME DEPOSITS:
Loans from companies and individuals 3,880,288
Bank bonds outstanding 50,523
Time deposits 961,373
Banker's acceptances outstanding 34,833
Money market repurchase agreements 373,623
Loans from officials entities 210,873
-------------
5,511,512
OTHER LIABILITIES:
Due to banks and correspondents 36,444
Bank loans 1,086,980
-------------
1,123,425
Forward contract payable 62
Foreign-exchange coverages deliverable 1,204
Creditors for repurchase agreements 1,134,573
Other deposits and liabilities 4,460
Reserves and provisions for sundry liabilities 129,097
Preventive provisions for credit risks 233,006
Current subordinated bonds 200,000
Deferred 24,801
-------------
Total liabilities 10,117,937
STOCKHOLDERS' EQUITY
CAPITAL STOCK
Authorized 180,000
Unpaid 82,742
-------------
97,258
CAPITAL AND OTHER RESERVES 222,350
SURPLUS FROM REVALUATION:
Portfolio securities 14,230
Shares of service companies related to banking 19,071
Shares of subsidiary companies 4,405
Fixed assets 153,181
Net subsidiary's not distributed profit (loss) 110
NET INCOME OF PRIOR YEAR 0
NET INCOME FOR THE YEAR 156,102
-------------
Total stockholders' equity 666,705
Total liabilities and stockholders' equity 10,784,642
-------------
-------------
</TABLE>
<PAGE> 6
MEMORANDA ACCOUNTS
<TABLE>
<S> <C> <C> <C>
Loans discounted with our endorsement 1,286,671
Given avals 141,062
Irrevocable credits 152,610 1,580,343
--------------------
Assets in trust or under mandate 1,469,413
Investments bank operations on behalf of third parties 1,166,449
minus: Instruments charged to own bank 55,995 1,110,454
------------------
Investments of the retirement's savings fund system 258,128
Assets in custody or administration 6,808,628 9,646,623
--------------------
Credit portfolio's integration 9,740,534
Other memoranda accounts 19,398,441
</TABLE>
<PAGE> 7
ABA/RENDA, S.A. DE C.V.
STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 1993
(Thousands of New Mexican pesos)
<TABLE>
<S> <C>
ASSETS
Cash 3
Deposits in Central Bank
Due from domestic and foreign banks 288
Government securities 4,400
Fixed income securities 6,028
Less- Allowance for declines in value of
securities
-------------
10,718
Lease portfolio, net 257,245
Past-due rents and amortizations 6,070
Past-due lease contracts 1,979
-------------
265,294
Sundry debtors, net 2,026
Other investment, net 443
Furniture and fixtures 790
Real estate used for offices 1,499
Deferred charges, net 3,792
-------------
Total assets 284,561
-------------
-------------
LIABILITIES
Other demand liabilities 5,079
Loans from banks and other institutions 42,168
Creditors for acquisition of leased assets 6,326
Other deposits and liabilities 12,744
Reserves and provisions for sundry
liabilities 4,823
Outstanding subordinate debentures 180,000
Deferred credits 820
-------------
Total liabilities 251,961
STOCKHOLDERS' EQUITY
Capital stock 8,500
Subordinated bonds 2,000
Legal reserve 1,215
Unappropriated earnings 9,820
Net income for the year 11,066
-------------
Total stockholders' equity 32,600
Total liabilities and stockholders' equity 284,561
-------------
-------------
</TABLE>
MEMORANDA ACCOUNTS 1,613,072
<PAGE> 8
ABA/DIVISAS CASA DE CAMBIC S.A. DE C.V.
STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 1993
(Thousands of New Mexican pesos)
<TABLE>
<S> <C>
ASSETS
CURRENT:
Cash 127
Cash in foreign currencies 1,870
Gold and silver stocks 193
Domestic and foreign banks 21,473
Other cash items 975
Investment in securities 14,867
Sundry debtors net 1,340
Foreign currencies receivable 30
-------
40,873
Furniture, fixtures and equipment 1,003
Deferred charges 1,822
-------
Total assets 43,697
-------
-------
LIABILITIES
Other demand liabilities 1,286
Banks 25,759
-------
27,045
Foreign currency payable
Reserves and provisions for sundry liabilities 2,861
-------
Total liabilities 29,906
STOCKHOLDERS' EQUITY
Capital stock 10,800
Legal and other reserves 336
Retained earnings 14
Net income for the year 2,642
-------
Total stockholders' equity 13,791
Total liabilities and stockholders' equity 43,697
-------
-------
</TABLE>
MEMORANDA ACCOUNTS
Properties in custody or administration 5,010
Drafts in transit 25,250
<PAGE> 9
ABA/FACTOR, S.A. DE C.V.
STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30,1993
(Thousands of New Mexican pesos)
<TABLE>
<S> <C>
ASSETS
Cash 3
Deposits in Central Bank
Due from Mexican and foreign banks 440
-------
443
Government securities 5,038
Fixed income securities 225
-------
5,263
Factoring portfolio 196,435
Past-due portfolio 8,932
Sundry debtors, net 1,111
Other investment, net 42
Furniture and fixtures, net 737
Deferred charges, net 4,933
-------
Total assets 217,897
-------
-------
LIABILITIES
Other demand liabilities 4,529
Loans from banks and others 55,500
Other deposits and liabilities
Outstanding promissory note 130,000
Reserves and provision for sundry liabilities 3,591
Deferred credits 70
Total liabilities -------
193,690
STOCKHOLDERS' EQUITY
Capital stock 12,000
Legal reserve 290
Unappropriated earnings 6,387
Surplus from revaluation of securities
Net income (loss) for the year 5,529
-------
Total stockholders' equity 24,206
Total liabilities and stockholders' equity 217,897
-------
-------
</TABLE>
<PAGE> 10
ABA/SEGUROS, S.A.
STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30,1993
(Thousands of New Mexican pesos)
<TABLE>
<S> <C>
ASSETS
INVESTMENTS IN:
SECURITIES-
Government 0
National credit institutions 13,660
Private companies 17,490
Revaluation of investments (867)
Allowance for value decline in securities
Investment of the reserve for retirement payments and 1,322
seniority premiums ------
31,605
DEPOSITS IN CREDIT INSTITUTIONS 214
------
31,820
LOANS-
Mortgage 64
Other 6
Past-due credits and amortizations 134
------
205
CURRENT:
CASH 228
DEBTORS-
Premiums receivable 17,588
Others 4,757
Adjusters 11
Agents 85
------
22,669
REINSURERS:
NON-ACCRUED REINSURANCE PREMIUMS 3,136
REINSURANCE ON UNPAID LOSSES 8,087
INSURANCE COMPANIES (CURRENT ACCOUNT) 9,506
RETAINED PREMIUMS ON ASSUMED REINSURANCE 98
------
20,826
OTHER ASSETS:
FURNITURE AND EQUIPMENT, at cost 5,537
(-)Accumulated depreciation 2,709
PREPAID EXPENSES 638
PREPAID TAXES 135
ORGANIZATION EXPENSES 1,383
(-)Accumulated amortization 342
------
4,641
Total assets 80,161
------
------
LIABILITIES
TECHNICAL RESERVES:
FOR PROPERTY AND CASUALTY INSURANCE- 25,643
FOR PREVENTION-
Unappropriated prevision reserve 7,932
Reserve for catastrophical risks 5,611
FROM CONTRACTUAL OBLIGATIONS-
Unpaid losses not yet adjusted 14,111
Premiums paid on advance 236
------
53,533
CURRENT:
CREDITORS-
Agents 1,826
Sundry 4,907
------
6,733
REINSURERS:
INSURANCE COMPANIES 6,479
RETAINED PREMIUMS ON CEDED REINSURANCE 2,427
------
8,906
RESERVE FOR RETIREMENT PAYMENTS AND
SENIORITY PREMIUMS 1,256
OTHER LIABILITIES:
EMPLOYEES' PROFIT SHARING 0
OTHER LIABILITIES 1,599
DEFERRED CREDITS 710
------
Total liabilities 72,737
STOCKHOLDERS' EQUITY
CAPITAL STOCK 56,600
ORGANIZATION FUND 0
------
56,600
SURPLUS FROM REVALUATION OF SHARES (867)
RETAINED EARNINGS (ACCUMULATED LOSSES):
FROM PRIOR YEARS-
Legal reserve 90
Reserve for fluctuation of securities 28
Other reserves 16
Unappropriated (42,962)
NET LOSS FOR THE YEAR (5,482)
------
Total stockholders' equity 7,423
Total liabilities and stockholders' equity 80,161
------
------
</TABLE>
<PAGE> 11
Head Office
Montes Rocallosos 505 Sur,
Residencial San Agustin 66260
Garza Garcia, N.L., Mexico.
Tel. (8) 363-20-30, 363-20-40
Fax: (8) 363-30-57
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