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RODMAN & RENSHAW CAPITAL GROUP, INC.
233 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312)526-2000
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AMENDMENT NO. 1 TO PROXY STATEMENT
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Annual Meeting of Stockholders
September 24, 1996
Reference is made to the Proxy Statement for the Annual Meeting of Rodman &
Renshaw Capital Group, Inc. to be held on September 24, 1996 (the "Proxy
Statement").
The fourth paragraph of the section entitled "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS" on page 15 of the Proxy Statement is hereby restated in
its entirety to read as follows:
On February 9, 1996, the Company also received a letter from Parent whereby
Parent agreed to continue to unconditionally support the Company and Rodman for
the next year, up to and including March 31, 1997. Such support may include,
with previous receipt of requisite approvals from Mexican governmental
authorities, infusions of capital, conversion of short-term debt to long-term
debt or conversion of short or long-term debt to equity, if required, to
continue to sustain Rodman's operations and allow it to maintain the required
net capital pursuant to the SEC's Uniform Net Capital Rule 15c3-1. To that end,
Parent agreed to provide the Company with a total of $9.5 million in equity
capital in March and April, 1996. On March 29, 1996, it provided $5 million, and
on April 30, 1996, the remaining $4.5 million, through the purchase by Abaco of
50 and 45 additional shares, respectively, of non-voting preferred stock at a
price per share of $100,000. The terms of such shares are identical to those of
the preferred stock issued in December 1995, as discussed above. At June 30,
1996, the book value per share of the Company's common stock was approximately
$0.60. Full conversion of the Company's preferred stock held by Abaco at such
price, assuming only Abaco's exercise of its conversions rights and no exercise
of rights by other stockholders in the rights offering, would entail the
issuance of approximately 24 million shares of common stock. In the event that
such conversion were made at a time when the book value per share of the
Company's common stock was less than $0.09, the conversion at $0.09 per share
would entail the issuance of approximately 160 million shares of common stock.
In the event that the Company's outstanding indebtedness of Confia also were
converted, based on the foregoing assumptions such conversion would entail the
issuance of an additional 44 million shares of common stock if the book value
per share were $0.60 and 295 million shares of common stock if such conversion
price were $0.09 per share. Full conversion by Abaco of either the preferred
stock or indebtedness as contemplated above would require an amendment to the
Company's certificate of incorporation to increase the number of authorized
shares of common stock. There can be no assurance that Abaco will convert any
preferred stock or indebtedness. In the event that Abaco does elect to make a
substantial conversion, the Company and Abaco may consider and agree to a
conversion price which is greater than provided by the existing terms for the
purpose of reducing the number of shares of common stock which would otherwise
be issuable.
Gilbert R. Ott, Jr.
Secretary
August 30, 1996
