<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RODMAN & RENSHAW CAPITAL GROUP, INC.
(Name of Issuer)
COMMON STOCK, $0.09 PAR VALUE
(Title of Class of Securities)
774877 10 4
(CUSIP Number)
FRANCISCO QUINTANILLA DE LA GARZA, C.P.
ABACO CORPORATIVO, S.A. DE C.V.
MONTES ROCALLOSOS 505 SUR
RESIDENCIAL SAN AGUSTIN
GARZA GARCIA, N.L. MEXICO 66260
011-52-83-99-6030
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
JANUARY 10, 1995
JANUARY 31, 1995
APRIL 10, 1995
(Dates of Events which Require 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 this statement [ ]. (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 less than five percent 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).
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CUSIP No. 774877 10 4
13D
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1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Abaco Grupo Financiero, S.A. de C.V., I.R.S. No.: None
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2. Check the appropriate box if a member of a group (a) / /
(b) / /
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3. SEC Use Only
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4. Sources of Funds
AF, WC
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5. Check if disclosure of legal proceedings is required / /
pursuant to Items 2(d) or 2(e)
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6. Citizenship or place of organization
United Mexican States
Number of Shares ---------------------------------
Beneficially Owned by 7. Sole Voting Power
Each Reporting Person 0
with:
---------------------------------
8. Shared Voting Power
4,625,788
---------------------------------
9. Sole Dispositive Power
0
---------------------------------
10. Shared Dispositive Power
4,625,788
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11. Aggregate amount beneficially owned by each reporting person
4,625,788 shares of Common Stock
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12. Check box if the aggregate amount in row (11) excludes / /
certain shares
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13. Percent of class represented by amount in row (11)
69.6%
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14. Type of reporting person
HC, CO
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2
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CUSIP No. 774877 10 4
13D
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1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero,
I.R.S. No.: None
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2. Check the appropriate box if a member of a group (a) / /
(b) / /
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3. SEC Use Only
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4. Sources of Funds
AF, WC
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5. Check if disclosure of legal proceedings is required / /
pursuant to items 2(d) or 2(e)
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6. Citizenship or place of organization
United Mexican States
Number of Shares ---------------------------------
Beneficially Owned by 7. Sole Voting Power
Each Reporting Person 0
with:
---------------------------------
8. Shared Voting Power
4,625,788
---------------------------------
9. Sole Dispositive Power
0
---------------------------------
10. Shared Dispositive Power
4,625,788
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11. Aggregate amount beneficially owned by each reporting person
4,625,788 shares of Common Stock
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12. Check box if the aggregate amount in row (11) excludes certain shares
/ /
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13. Percent of class represented by amount in row (11)
69.6%
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14. Type of reporting person
BD, CO
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3
<PAGE> 4
This Amendment No. 1 amends and supplements the Schedule 13D filed by
EDGAR on January 18, 1994 as part of Amendment No. 3 (Final Amendment) to a
Schedule 14D-1 (the "Schedule 14D-1") of Abaco Casa de Bolsa, S.A. de C.V.,
Abaco Grupo Financiero (the "Purchaser") and Abaco Grupo Financiero, S.A. de
C.V. ("Parent"). Capitalized terms not defined herein have the meanings set
forth in the Schedule 14D-1.
ITEM 2. IDENTITY AND BACKGROUND.
See Amended Schedule I to Offer to Purchase attached hereto as Exhibit
1 and incorporated herein by reference, which amends and supersedes Schedule I
to the Offer to Purchase previously filed as part of Exhibit (a)(1) of the
Schedule 14D-1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Purchaser used working capital in the aggregate amount of
$17,121,521.34 to effect the purchases reported herein.
ITEM 4. PURPOSE OF TRANSACTION.
The Purchaser entered into the private transactions reported herein
with certain former directors and/or executive officers of the Company to
purchase common stock, par value $.09 per share, of the Company (the "Common
Stock") pursuant to the terms of the Acquisition Agreement dated as of November
17, 1993, among the Purchaser, Parent and the Company, which agreement was
filed as Exhibit (c)(1) of the Schedule 14D-1.
Subsequent to the consummation of the Purchaser's tender offer for a
majority of the outstanding shares of the Company, the Company substantially
replaced its senior management team. On April 11, 1994, the Company appointed
Charles W. Daggs, III as its President and Chief Executive Officer. Following
Mr. Daggs' appointment, the Company conducted a review of each of its core
businesses and developed overall Company and departmental business plans.
Management determined that the Company was in urgent need of additional capital
to conduct its current business. It concluded that the Company would require a
capital infusion of $25 million both to meet its current needs and to implement
the new business plans. In light of the Company's financial condition,
Purchaser appeared to be the most viable source of this additional capital.
Purchaser indicated its willingness to provide the Company with an
aggregate of $25 million in additional capital, which amount was requested by
Mr. Daggs in a meeting with management of the Purchaser. On June 24, 1994,
Confia, S.A., Institucion de Banca Multiple, Abaco Grupo Financiero ("Confia,
S.A."), a commercial banking subsidiary of Parent, entered into an agreement
with the Company pursuant to which Confia, S.A. agreed to provide the Company
with $10 million of capital in the form of a loan. Purchaser agreed to provide
the remaining $15 million in capital in the form of an investment in additional
shares of the Common Stock.
However, the New York Stock Exchange, Inc. (the "Exchange"), which
lists the Company's outstanding Common Stock, has a policy requiring
stockholder approval of such an issuance. Management of the Company believed
that the process of calling a special stockholders' meeting to approve the
issuance of the Common Stock and preparing and circulating proxy materials
would have unacceptably delayed the infusion of capital. Therefore, the
Company, with the approval of the Exchange, entered into a Stock Purchase
Agreement with the Purchaser as of June 24, 1994 (the "Stock Purchase
Agreement") which is attached hereto as Exhibit 2 and incorporated herein by
reference, under which the Company issued 150 shares of Series A Non-Voting
Convertible Preferred Stock, $.01 par value per share (the "Series A Preferred
Stock") to Purchaser in a private placement. Purchaser purchased the Series A
Preferred Stock at a price of $100,000 per share (the "Subscription Price") for
an aggregate purchase price of $15,000,000.
Under the terms of the Stock Purchase Agreement, each of the 150
outstanding shares of the Series A Preferred Stock converted automatically into
fully paid and nonassessable shares of Common Stock upon the approval of such
conversion by the stockholders of the Company pursuant to the Exchange
requirements. The Series A Preferred Stock was otherwise not convertible.
Each share of Series A Preferred Stock was to be converted into the number of
shares of Common Stock equal to the Subscription Price divided by the
conversion price. The Company and Purchaser agreed in a letter agreement
executed simultaneously with the Stock Purchase
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Agreement that the conversion price would be fixed by the Board of Directors of
the Company following receipt of an analysis of the fair market value of the
Common Stock to be prepared by a "big six" public accounting firm (the
"Valuation Report") and upon recommendation of the Company's Audit Committee.
The Valuation Report, which was prepared by KPMG Peat Marwick LLP, concluded
that the fair market value of the Common Stock to be issued to Purchaser in the
conversion was $7.25 per share as of June 24, 1994. This conversion price
would result in the receipt by Purchaser upon conversion of the Series A
Preferred Stock of 13,793.103 shares of Common Stock for each of its 150 shares
of Series A Preferred Stock, for a total of 2,068,965 shares of Common Stock.
The Series A Preferred Stock was fully converted. See Item 5(c).
On September 29, 1995, the Company and Confia, S.A. entered into a
Note Conversion Agreement (the "Note Conversion Agreement"), a copy of which is
attached hereto as Exhibit 3 and incorporated herein by reference, pursuant to
which the Company granted Confia, S.A. the right, at its option, to convert the
aggregate principal amount of the credit outstanding from Confia, S.A. to the
Company, together with any accrued interest thereon, into shares of the
Company's Common Stock at a floating conversion ratio equal to the book value
per share of the Company's Common Stock determined on the date of conversion in
accordance with the terms of the Note Conversion Agreement. However, the debt
is not presently convertible because conversion is subject to approval by the
stockholders of the Company pursuant to the listing requirements of the
Exchange or, in the alternative, a rights offering to the stockholders of the
Company for their pro rata number of shares at a cash price equal to the
conversion ratio in accordance with the terms of the Note Conversion Agreement.
In any event, such a rights offering would be required to be made within one
year after any conversion. Pursuant to the agreement, Confia, S.A. loaned the
Company an additional $2,500,000 to pay off the loan of a third party
subordinated lender which was then due and agreed to issue a standby letter of
credit for the account of the Company in the amount of $6,000,000. On November
10, 1995, the Company and Confia, S.A. entered into Amendment No. 1 to Note
Conversion Agreement (the "Amendment No. 1 to Note Conversion Agreement"), a
copy of which is attached hereto as Exhibit 4 and incorporated herein by
reference, pursuant to which Confia, S.A. loaned the Company an additional
$10,000,000. As of the date of the Amendment No. 1 to Note Conversion
Agreement, the aggregate principal amount of the credit outstanding from
Confia, S.A. to the Company was $32,500,000 and the conversion ratio, subject
to adjustment, was $1.81 per share. The outstanding credit consists of the
$10,000,000 loan which is the subject of the Amendment No. 1 to Note Conversion
Agreement, the $2,500,000 loan, the $6,000,000 letter of credit to be issued,
the $10,000,000 loan on June 24, 1994 discussed above and a $4,000,000 loan on
August 25, 1995. The Note Conversion Agreement is assignable by Confia, S.A.
to the Purchaser and in the event of any conversion it is likely that the
Purchaser would become the owner of the shares of Common Stock subject to the
Note Conversion Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of November 30, 1995, the Purchaser and Parent respectively
each beneficially owned an aggregate amount of 4,625,788 shares of the
Company's Common Stock. Based upon the most recently available filing by the
Company with the Securities and Exchange Commission, which shows an aggregate
of 6,645,802 shares of the Company's Common Stock outstanding, such shares
constitute approximately 69.6% of the outstanding shares of the Company's
Common Stock.
(b) The Purchaser and Parent share the power to vote and the power
to dispose of the aggregate number of shares of the Company's Common Stock
reported herein as beneficially owned by each of them.
(c) On January 10, 1995, pursuant to previously disclosed
agreements dated January 10, 1994 entered into in accordance with the terms of
the Acquisition Agreement, the Purchaser purchased an aggregate of 166,820
shares of outstanding Common Stock at a purchase price of $10.50 per share plus
accrued interest calculated at 4% per annum from the date of such agreements
from six former directors and executive officers of the Company in private
transactions. On April 10, 1995, pursuant to another previously disclosed
agreement dated January 10, 1994 entered into in accordance with the terms of
the Acquisition Agreement, the Purchaser purchased an aggregate of 27,000
shares of outstanding Common Stock at a purchase price of $10.50 per share plus
accrued interest calculated at 4% per annum from the date of such agreement
from another former director and executive officer of the Company. The
Purchaser had a similar agreement dated January 10, 1994 with another former
director and executive officer of the Company to purchase 2,800 shares of
Common Stock to take place on January 10, 1995, but the purchase did not occur
on that date and it is the Purchaser's position that such agreement is null and
void.
5
<PAGE> 6
At a special meeting of stockholders on January 31, 1995, the
stockholders approved the conversion of the Series A Preferred Stock into
2,068,965 shares of Common Stock after solicitation of proxies pursuant to a
proxy statement dated December 27, 1994, and the shares were issued to
Purchaser. Purchaser waived its right to receive the dividends which had
accrued prior to conversion.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Items 4 and 5(c).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Amended Schedule I to Offer to Purchase
(2) Stock Purchase Agreement between the Purchaser and the
Company.
(3) Note Conversion Agreement between Confia and the Company.
(4) Amendment No. 1 to Note Conversion Agreement.
(5) Agreement between the Purchaser and Frederick G. Uhlmann.
(6) Agreement between the Purchaser and Norman E. Mains.
(7) Agreement between the Purchaser and Lawrence R. Helfand.
(8) Agreement between the Purchaser and Kurt B. Karmin.
(9) Agreement between the Purchaser and Victor C. Chigas.
(10) Agreement between the Purchaser and Scott H. Lang.
(11) Agreement between the Purchaser and Mark J. Grant.
6
<PAGE> 7
Signature
After reasonable 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: November 30, 1995
ABACO GRUPO FINANCIERO, S.A. DE C.V.
By:/s/ Eduardo Camarena
--------------------
Eduardo Camarena
7
<PAGE> 8
Signature
After reasonable 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: November 30, 1995
ABACO CASA DE BOLSA, S.A. DE C.V.,
ABACO GRUPO FINANCIERO
By:/s/ Ernesto Arechavala
----------------------
Ernesto Arechavala
8
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Page No.
- ------- ----------
<S> <C> <C>
(1) Amended Schedule I to Offer to Purchase
(2) Stock Purchase Agreement between the Purchaser and the Company.
(3) Note Conversion Agreement between Confia and the Company.
(4) Amendment No. 1 to Note Conversion Agreement.
(5) Agreement between the Purchaser and Frederick G. Uhlmann.
(6) Agreement between the Purchaser and Norman E. Mains.
(7) Agreement between the Purchaser and Lawrence R. Helfand.
(8) Agreement between the Purchaser and Kurt B. Karmin.
(9) Agreement between the Purchaser and Victor C. Chigas.
(10) Agreement between the Purchaser and Scott H. Lang.
(11) Agreement between the Purchaser and Mark J. Grant.
</TABLE>
9
<PAGE> 1
EXHIBIT 1
AMENDED SCHEDULE I TO OFFER TO PURCHASE
DIRECTORS AND EXECUTIVE OFFICERS
OF
ABACO GRUPO FINANCIERO, S.A. DE C.V.
AND
ABACO CASE DE BOLSA, S.A. DE C.V., ABACO GRUPO FINANCIERO
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND THE PURCHASER
The following table sets forth the name, business address and current principal
occupation or employment of the directors and executive officers of Parent and
the Purchaser. Unless otherwise indicated, all occupations, offices or
positions of employment listed opposite an individual's name were held by such
individual during the last five years. Each individual listed below is a
citizen of Mexico.
<TABLE>
<CAPTION>
Current Principal Occupation or Employment
Name and Business Address and Five-Year Employment History
- ----------------------------------------------------- -------------------------------------------------------------
<S> <C>
JORGE LANKENAU ROCHA . . . . . . . . . . . . . . . . . . . . Chairman of the Board of Parent and the Purchaser; Chief
Ave. San Jeronimo 999 Pte. Executive Officer of Confia, S.A.
Monterrey, N.L. 64640 Mexico
JOSE MAIZ MIER . . . . . . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Chief Executive Officer
Matamoros Ote. 506 Altos, Centro of Constructora Matz Mier, S.A. de C.V.; President of
Monterrey, N.L. 64000 Mexico Contratistas Asociados del Norte, S.A. de C.V.; Director of
Grupo Aba Inmuebles, S.A. de C.V.
ALEJANDRO JUNCO DE LA VEGA . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Washington 629 Ote.; Centro S.A.; Chief Executive Officer of Editora El Sol, S.A.
Monterrey, N.L., 64000 Mexico
ENRIQUE GARCIA GAMEZ . . . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Ave. Ruiz Cortinez 257, Pte., Centro S.A.; President of Agro Servicios Ragasa, S.A. de C.V.;
Monterrey, N.L. 64290, Mexico Director of Grupo Prime Internacional, S.A. de C.V.; Director
of Banco Internacional, S.A.
FERNANDO CANALES CLARIOND . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Ave. Munich 175, Col. Cuauhtemoc S.A.; Vice Chairman and Executive Vice President of Grupo
San Nicolas de los Garza, N.L. 66450 Mexico Imsa, S.A. de C.V.; Director of Banco Internacional, S.A.
JULIO ESCAMEZ FERREIRO . . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Dr. Martinez 112, Desp. 6 S.A.; Chairman of the Board of Consorcio Industrial de
Col. Los Doctores Exportacion, S.A., Director of Vitro, S.A.
Monterrey, N.L. 64710 Mexico
EDUARDO LEANO ESPINOSA . . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Loma Larga 3888, letra A, Col. Villa Universitaria S.A.; Assistant Director of La Universidad Autonoma de
Zapopan, Jalisco 45110 Mexico Guadalajara, A.C.
IGNACIO SANTOS DE HOYOS . . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Ave. Lazaro Cardenas 2475 Pte., Resid. San Agustin S.A.; President of Grupo Inmobillario Mexico, S.A.
Garza Garcia, N.L. 66260 Mexico
</TABLE>
I-1
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<TABLE>
<S> <C>
MAURICIO FERNANDEZ GARZA . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Ave. Lazaro Cardenas 2400 Pte., Resid. San Agustin S.A.; Chief Executive Officer of Comercializadora de Puros;
Garza Garcia, N.L. 66220 Mexico Director of Grupo Industrial Alfa; Director of Bancomer, S.A.
JOSE MAIZ GARCIA . . . . . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Matamoros Ote. 506 Altos S.A.; General Manager of Contructora Maiz Mier, S.A. de C.V.;
Monterrey, N.L. 64000 Mexico Director of Bancomer, S.A.; Director of Banco Internacional,
S.A.; Director of Arrendadora Financiera Del Norte, S.A. de
C.V.; Director of Grupo Aba Inmuebles, S.A. de C.V.
RODRIGO PADILLA OLVERA . . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; President of Grupo SAC,
Ave. San Jeronimo 999 Pte. S.A. de C.V.; President of Industrias Delmex, S.A. de C.V.
Monterrey, N.L. 64640 Mexico
SERGIO GUTIERREZ MUGUERZA . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Lazaro Cardenas 2333 S.A.; Chief Executive Officer of Deacero, S.A. de C.V.;
Garza Garcia, N.L. 66260, Mexico Vicepresident of Canacero and Caintra
DAVID ROCHA PRIETO . . . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Director of
105 Furr Grupo SYR, S.A. de C.V.
San Antonio, Texas 78201 EUA
GERARDO RUIZ MONTEMAYOR . . . . . . . . . . . . . . . . . . . Alternate Director of the Purchaser; Chief Executive Officer
Ave. Cuauhtemoc 103 of Lamina Despiegada, S.A. de C.V.
Santa Catarina, N.L. 66350 Mexico
SERGIO REYES RETANA . . . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Director and
Paseo de la Reforma 450 Sur, Col. Juarez Assistant Chief Executive Officer of Confia, S.A.
Mexico, D.F. 06600
ALEJANDRO GARCIA GAMEZ . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Alternate
Ave. Ruiz Cortinez 257 Pte. Director of Confia, S.A.; Vice President Operations of Raul
Monterrey, N.L. 64290, Mexico Garcia y Cia, S.A. de C.V.; Director of Agro Servicios
Ragasa, S.A. de C.V.
REYNELLE CORNISH GONZALES . . . . . . . . . . . . . . . . . . Director of Parent and Alternate of the Purchaser; Director
Ave. San Jeronimo 999 Pte. of Confia, S.A.; Manager of Subsidiaries of Parent
Monterrey, N.L. 64640 Mexico
FERNANDO VALDES MEDINA . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Director of
Ave. San Jeronimo 999 Pte. Confia; Chief Financial Officer of Subsidiaries of Parent
Monterrey, N.L. 64640 Mexico
JUAN JOSE LEANO . . . . . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Alternate
Ave. Patria 1201 Director of Confia, S.A.; Assistant Director of Special
Guadalajara, Jalisco 45110 Mexico Projects of Universidad Autonoma de Guadalajara, A.C.
ENRIQUE REGULES URIEGAS . . . . . . . . . . . . . . . . . . . Alternate Director of the Purchaser; Chairman of the Board of
Jose Benitez 2235, Col. Obispado Grupo Procimex, S.A. de C.V.; Chairman of the Board of
Monterrey, N.L. 64060 Mexico Procesadora de Frutas Citricas, S. A. de C.V.
</TABLE>
I-2
<PAGE> 3
<TABLE>
<S> <C>
ALBERTO FERNANDEZ GARZA . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Alternate
Industrias 1200 Pte., Col. Bellavista Director of Confia, S.A.; Chairman of the Board of PYOSA,
Monterrey, N.L. 64410, Mexico S.A. de C.V.; Director of Serfin Fianciero
ERNESTO GUZMAN VALDES . . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Director of
Paseo de la Reforma 450 Sur, Col. Juarez Confia, S.A.; Head of Mexico City Office of the Purchaser
Mexico D.F. 06600
JORGE A. GARCIA GARZA . . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; General
Ave. San Jeronimo 999 Pte. Counsel of Secretary of Parent and the Purchaser; Director of
Monterrey, N.L. 64640 Mexico Confia, S.A.
JESUS ELIZONDO LOPEZ . . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Director of
Lic. Pedro Velez 2425, Col. Progreso Confia, S.A.; Chief Executive Officer of Centro de Carnes San
Monterrey, N.L. 64420 Mexico Francisco, S.A. de C.V.
LUIS FELIPE SALAS BENAVIDES . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Executive Vice
Jesus Cantu Leal 1528 Sur, Col. Cerro de la Silla President of Farmacias Benavides, S.A. de C.V.
Monterrey, N.L. 64810, Mexico
MARCELO CANALES CLARIOND . . . . . . . . . . . . . . . . . . Director of Parent and Purchaser; Director of Confia, S.A.;
Ave. Munich 175, Col. Cuauhtemoc Vice President for Planning and Finance of Grupo IMSA, S.A.
San Nicolas de los Garza, N.L. 66450, Mexico de C.V.; Vice President of Consejo Nacional de Comercio
Exterior
ANDRES YARTE CANTU . . . . . . . . . . . . . . . . . . . . . Alternate Director of the Purchaser; Director of Confia,
Ave. Hidalgo 2001 Pte., Col. Obispado S.A.; Chairman and Chief Executive Officer of Nacional de
Monterrey, N.L. Mexico Ceramica, S.A.
EDUARDO CAMANRENA LEGASPI . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Chief Executive Officer
Ave. San Jeronimo 999 Pte. of the Purchaser; Director of Confia, S.A.
Monterrey, N.L. 64640 Mexico
EDUARDO GARZA T. FERNANDEZ . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Valentin G. Rivero 127, Col. Los Trevino S.A.; President of Fabricaciones y Representaciones
Santa Catarina, N.L. 66335 Mexico Industriales, S.A. de C.V.
ENRIQUE MOURET BENAVIDES . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Director of
Jesus Cantu Leal 1528 Sur, Col. Cerro de la Silla Confia, S.A.; Chief Executive Officer of FAR-BEN, S.A. de
Monterrey, N.L. 64810, Mexico C.V.
RAFAEL ALONSO Y PRIETO . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Assistant
Ave. San Jeronimo 999 Pte. Chief Executive Officer of the Purchaser; Director of Confia,
Monterrey, N.L. 64640 Mexico S.A.
RAUL GUTIERREZ MUGUERZA . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Alternate
Hidalgo Pte. 540, Col. Centro Director of Confia, S.A.; General Manager of Deacero, S.A. de
Monterrey, N.L. 64000, Mexico C.V.
ALBERTO ELIZONDO TREVINO . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Chief
Ave. Lazaro Cardenas 2400 Pte., Desp. PD16 Executive Officer of Seguros Monterrey, S.A.; Vice President
Garza Garcia, N.L. 66220 Mexico of Grupo Vamsa, S.A.
</TABLE>
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<PAGE> 4
<TABLE>
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JESUS GONZALEZ ELIZONDO . . . . . . . . . . . . . . . . . . . Director of the Purchaser; Director of Antad Asociacion
Presidente Masarik 169, Col. Polanco Nacional de Tiendas Departamentales; Chief Executive Officer,
Mexico, D.F. 11570 Mexico Salinas y Rocha, S.A. de C.V.
MANUEL TURRENT DIAZ . . . . . . . . . . . . . . . . . . . . . Director of the Purchaser; President of Desarrollo
Kilometro 30 1/2 de la Carr. Mex-Oro Programado, S.A. de C.V.
Hacienda Sierra Vieja 2
Fracc. Hacienda del Parque
Cuautitian Izcall, Edo de Mex 54769
JOSE MA. GARZA PONCE . . . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Zaragoza 1000 Sur, Mezz 1 S.A.; Chairman of the Board of Constructora Garza Ponce, S.A.
Monterrey, N.L. Mexico de C.V.
SALVADOR MARTINEZ GARZA . . . . . . . . . . . . . . . . . . . Director of Parent and the Purchaser; Director of Confia,
Montenegro 2337, Col. Moderna S.A.; Chief Executive Officer of Mexicana de Lubricantes,
Guadalajara, Jalisco 44100 Mexico S.A. de C.V.; Director of Guadalajara Automotriz Dina, S.A.
de C.V.
GUSTAVO GONZALEZ GARCIA . . . . . . . . . . . . . . . . . . . Director of Parent and Alternate of the Purchaser; Director
Guerrero Norte 3530, Col. Norte of Confia, S.A.; Chief Executive Officer of Autolineas
Monterrey, N.L. 64500 Mexico Mexicanas, S.A. de C.V.
OSCAR VILLARREAL AGUERO . . . . . . . . . . . . . . . . . . . Alternate Director of the Purchaser; Chief Executive Officer
Kilometro 30 1/2 de la Carr. Mex-Oro of Desarrollo Programado, S.A. de C.V.
Hacienda Sierra Vieja 2
Fracc. Hacienda del Parque
Cuautitian Izcall, Edo de Mex 54769
JOSE MA. GARZA TREVINO . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Alternate
Zaragoza 1000 Sur, Mezz 1 Director of Confia, S.A.; Chief Executive Officer of
Monterrey, N.L. Mexico Constructora Garza Ponce, S.A. de C.V.
FRANCISO VIZCAINO GUTIERREZ . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Alternate
La Luna 2495, Col. Jardines del Bosque Director of Confia, S.A.; President of Sea Star Holding
Guadalajara, Jalisco 44520, Mexico Company; Director of Universidad Panamericana
JOSE ROBLE FLORES FERNANDEZ . . . . . . . . . . . . . . . . . Alternate Secretary of Parent and the Purchaser; Legal
Ave. San Jeronimo 999 Pte. Counsel of Parent and the Purchaser: Alternate Secretary of
Monterrey, N. L. 64640 Mexico Confia, S.A. Alternate Director of Confia, S.A.
FERNANDO MORALES GUTIERREZ . . . . . . . . . . . . . . . . . Examiner of Parent and Alternate of the Purchaser; Examiner
Durango 81, Col. Roma of Confia, S.A.; Senior Partner of Coopers & Lybrand,
Mexico D.F. 06700 Monterrey
ENRIQUE MARCOS GIACOMAN . . . . . . . . . . . . . . . . . . . Alternate Director of Parent and the Purchaser; Director of
Padre Mier 167 Pte. Somex; Director of Banpais, General Manager of Tiendas "El
Monterrey, N.L. 64000, Mexico Sol"
FEDERICO RICHARDSON LAMAS . . . . . . . . . . . . . . . . . . Alternate Director of Parent; Manager of Promotion
Ave. San Jeronimo 999 Pte.
Monterrey, N.L. 64640 Mexico
</TABLE>
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<TABLE>
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ISMAEL GARZA T. OZZ . . . . . . . . . . . . . . . . . . . . . Alternate Director of Parent; Personal Business
Juan I. Ramon 506 Ote. Desp. 300
Monterrey, N.L. Mexico
JUAN ZURITA LAGUNES . . . . . . . . . . . . . . . . . . . . . Director of Parent; Chairman of the Board of Club Hacienda
Amazonas 240, Desp. 10, Col. Del Valle Tequisqiapan, S.A.
Garza Garcia, N.L. Mexico
SERGIO T. MARTINEZ ARRIETA . . . . . . . . . . . . . . . . . Alternate Director of Parent, Partner of Martinez Arrieta y
20 de Noviembre 561 Sur., Col. Maria Luisa Asociados, S.C.
Monterrey, N.L. 64040, Mexico
CARLOS ARRECIA ENRIQUEZ . . . . . . . . . . . . . . . . . . . Examiner of the Purchaser, and Alternate of the Partner;
Matamoros Pte. 1441, Col. Maria Luisa Senior Partner of Coopers & Lybrand, Monterrey; Alternate
Monterrey, N.L. 64040, Mexico Examiner of Confia, S.A.
</TABLE>
I-5
<PAGE> 1
EXHIBIT 2
STOCK PURCHASE AGREEMENT
This Agreement is entered into as of the 24th day of June, 1994 by and
between Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the
"Company"), and Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero, a
corporation incorporated under the laws of the United Mexican States ("Abaco").
RECITALS
WHEREAS, Abaco owns a majority of the outstanding shares of capital
stock of the Company; and
WHEREAS, Abaco desires to invest additional funds in the Company in
consideration of additional shares of capital stock of the Company.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties agree as follows:
1. PURCHASE AND SALE OF SHARES. At the Closing (as hereinafter
defined), the Company shall issue and sell to Abaco, and Abaco shall purchase
from the Company 150 shares of Series A, non-voting preferred, $0.01 par value,
of the Company as further described in Exhibit A hereto (the "Shares"). The
terms, conditions, and agreements relating to the Shares as set forth in
Exhibit A form a part of this Agreement and are binding upon the parties.
2. CONSIDERATION AND PAYMENT. In consideration for the Shares,
Abaco shall pay the Company by bank check or wire transfers the aggregate
amount of U.S.$15,000,000.
3. CLOSING. The purchase and sale of the Shares shall take place
at the offices of the Company, on June 24, 1994, at a mutually agreeable time
(the "Closing"). At the Closing, the Company shall deliver or cause to be
delivered to Abaco, certificates evidencing the Shares, duly issued to Abaco,
and any and all other documents necessary to issue the Shares, and Abaco shall
deliver or cause to deliver to the Company, the purchase price as provided in
Section 2.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to Abaco as follows:
A. Corporate Organization. The Company is a corporation
duly organized, validly existing and in good standing under the laws of
Delaware.
<PAGE> 2
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B. Capitalization. The aggregate number of shares of
capital stock which the Company is authorized to issue is 20,000,000 shares of
common stock, $0.09 par value, __________ of which are presently issued and
outstanding and 5,000,000 shares of preferred stock, $0.01 par value, none of
which are issued or outstanding. The Shares have been duly authorized and when
issued and paid for in accordance with this Agreement will be validly issued,
fully-paid, and non-assessable. The shares of common stock of the Company into
which the Shares are convertible have been duly reserved for such conversion,
and when issued pursuant to such conversion such shares of common stock will be
validly issued, fully paid, and non-assessable.
C. Authority, Execution and Delivery. The Company has
all requisite power and authority to execute, deliver and perform its
obligations under this Agreement. The execution, delivery and performance of
this Agreement and the consummation of the transaction contemplated hereby have
been duly authorized by all requisite corporate action on the part of the
Company. This Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid and binding obligation of the Company
enforceable in accordance with its terms.
D. Financial Statements. The Company has furnished to
Purchaser the financial statements for the Company as of March 31, 1994, which
statements have been prepared in accordance with generally accepted accounting
principles consistently applied and present fairly the financial position of
the Company as of the date thereof and the results of operations for the
periods covered thereby. The Company further represents and warrants that
there has been no material change in the financial position of the Company
since such date.
E. No Conflict. Except for the authorization of the
listing of the shares of common stock into which the Shares are convertible
prior to such conversion, by the New York Stock Exchange and the filing of a
Certificate of Designations in respect of the Shares with the Secretary of
State of Delaware, no authorization or consent is required in connection with
the execution, delivery, or performance of this Agreement by the Company and
such execution, delivery or performance will not conflict with or result in a
breach of the Company's charter documents or any material instrument or
agreement.
5. REPRESENTATIONS AND WARRANTIES OF ABACO. Abaco hereby
represents and warrants to the Company as follows:
A. Corporate Organization. Abaco is a Mexican
corporation, duly organized, validly existing and in good standing under the
laws of the United Mexican States.
B. No Conflict. Except for approval by Mexican
regulatory authorities, no authorization or consent is required in connection
with the execution, delivery, or performance of this Agreement by the Company
and such execution, delivery or performance
<PAGE> 3
- 3 -
will not conflict with or result in a breach of the Company's charter documents
or any material instrument or agreement.
C. Authority, Execution and Delivery. Abaco has all
requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement. The execution, delivery and performance of
this Agreement and the consummation of the transaction contemplated hereby have
been duly authorized by all requisite corporate action on the part of Abaco.
This Agreement has been duly executed and delivered by Abaco and constitutes
the legal, valid and binding obligation of Abaco enforceable in accordance with
its terms.
D. Investment Intent. The Shares acquired by Abaco
pursuant to this Agreement, and the shares of common stock which may be
acquired upon conversion of the Shares, will be acquired by Abaco for its own
account and not with a view to, or for resale in connection with, any
distribution of any of the Shares. Abaco acknowledges that it is aware of the
applicable limitations under the Securities Act of 1933, as amended, upon the
subsequent sale of the Shares, or such common shares, as the case may be, and
that accordingly, certificates representing the Shares, or such common shares,
as the case may be, may bear an appropriate legend.
6. CONDITIONS TO CLOSING. The obligations of each of the parties
to consummate the transactions contemplated by this Agreement shall be subject
to the following conditions:
A. Representations and Warranties True. The
representations and warranties of the other party shall be true and accurate in
all material respects as of the Closing Date, as if made on such date.
B. No Litigation. There shall be no order, and no
proceeding or investigation, pending or threatened, restricting or prohibiting
the transactions contemplated by this Agreement.
C. Certificate of Designations. The Company shall file
a Certificate of Designations in respect of the Shares with the Secretary of
State of Delaware.
D. Mexican Regulatory Approvals. All requisite
approvals by Mexican regulatory approvals shall have been obtained.
7. STOCKHOLDER APPROVAL. The Company agrees to call a special
meeting of its stockholders as soon as practicable after the availability of
the annual report for the Company's fiscal year ended June 24, 1994 to approve
the conversion of the Shares into shares of common stock of the Company in
accordance with the terms of the Shares and further agrees to promptly
thereafter cause such common shares to be listed on the New
<PAGE> 4
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York Stock Exchange. Abaco agrees to vote all of the common shares of the
Company held by it for such approval.
8. MISCELLANEOUS PROVISIONS.
A. Amendment, Modification and Waiver. This Agreement
may be amended, modified and supplemented, in writing only, by mutual consent
of the parties hereto. No failure on the part of any party to exercise any
right, power or privilege hereunder shall operate as a waiver.
B. Assignment. The respective rights and obligations of
the Company and Abaco under this Agreement shall not be assignable by either
the Company or Abaco without the prior written consent of the other.
C. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but both of
which together shall constitute one and the same instrument.
D. Entire Agreement. This Agreement including the
exhibit hereto contains the entire understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, representations, warranties, covenants, or undertakings, other than
those expressly set forth or referred to herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.
E. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Illinois.
<PAGE> 5
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ATTEST: RODMAN & RENSHAW CAPITAL GROUP, INC.
By:/s/ James D. Van De Graaff By:/s/ Charles W. Daggs
-------------------------- -------------------------------
Title:General Counsel Title:Chief Executive Officer
-------------------------- -------------------------------
ATTEST: ABACO CASA DE BOLSA, S.A. DE C.V.,
ABACO GRUPO FINANCIERO
By:/s/ Jose Roble Flores By:/s/ Ernesto Arechavala
-------------------------- -------------------------------
Title: Title:
-------------------------- -------------------------------
<PAGE> 1
EXHIBIT 3
NOTE CONVERSION AGREEMENT
This Agreement is entered into as of the 29th day of September, 1995
by and between Rodman & Renshaw Capital Group, Inc. (the "Company") and Confia,
S.A., Institucion de Banca Multiple, Abaco Grupo Financiero, a banking
corporation incorporated under the laws of the United Mexican States
("Confia").
WHEREAS, Confia has loaned the Company $14,000,000, all of which is
outstanding, and the Company has requested that Confia lend the Company an
additional $2,500,000 on or prior to September 30, 1995 to fund the payment of
such amount which is due to a third party lender on or before such date, and to
issue a standby letter of credit for the account of the Company in the amount
of $6,000,000 to make available sale/leaseback financing from a third party
(the "Letter of Credit");
WHEREAS, the additional credit requested by the Company would cause
the aggregate credit to exceed the amount of the line of credit Confia had
committed to the Company;
WHEREAS, all of the credit provided by Confia to the Company is
unsecured and the loans have been effectively subordinated as a result of the
Company lending the proceeds of the loans to its wholly-owned subsidiary,
Rodman & Renshaw, Inc., on a subordinated basis;
WHEREAS, the Company is in urgent need of the requested additional
financing to continue the operations of Rodman & Renshaw, Inc., the Company's
principal subsidiary;
WHEREAS, the Company has determined that no reasonable alternative
source of financing currently is available;
WHEREAS, Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero,
Confia's sister company ("Abaco"), owns 67% of the issued and outstanding
shares of the Company;
WHEREAS, to induce Confia to provide the requested financing the
Company is agreeing on the terms and conditions set forth herein to grant
Confia the right to convert the outstanding amount of credit referred to above
in addition to the credit to be extended pursuant to the request of the
Company, into shares of the Company's common stock at a conversion price equal
to the book value per share of the common stock determined on the date of
conversion in accordance with this Agreement; and
WHEREAS, the Company would derive substantial benefit from the
conversion of its indebtedness to Confia into equity.
<PAGE> 2
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Certain Definitions. The terms defined in this Section 1
shall have the meanings herein specified.
Common Stock. The term "Common Stock" shall mean all shares now or
hereafter authorized of any class of Common Stock of the Company and any other
stock of the Company howsoever designated, authorized after the date hereof,
which has the right (subject always to prior rights of any class or series of
preferred stock) to participate in the distribution of the assets and earnings
of the Company without limit as to per share amount.
Conversion Price. The term "Conversion Price" shall mean the price
per share of Common Stock used to determine the number of shares of Common
Stock deliverable upon conversion of the Notes, which price shall be determined
on a floating basis and shall equal the book value per share of Common Stock
from time to time determined in accordance with generally accepted accounting
principles from the Company's financial statements for the most recent fiscal
quarter (or fiscal year end if more recent) as to which financial statements
have been filed with a governmental or regulatory authority prior to the date
of the conversion, subject to further adjustment in accordance with the
provisions of Section 7 below.
Holder. The term "Holder" shall mean any person who at the time shall
be the registered holder of a Note, provided that such person is Confia, Abaco
or an affiliated company.
Letter of Credit. The term "Letter of Credit" shall have the meaning
set forth in the first "WHEREAS" clause.
Note. The term "Note" shall mean (i) any promissory note issued by
the Company to Confia on or prior to September 30, 1995 and representing
indebtedness for borrowed money and (ii) the promissory note to be issued by
the Company representing potential indebtedness for reimbursement from any
drawdown of the Letter of Credit, provided that the obligations under such
promissory note are contingent upon, and such promissory note shall not be
deemed outstanding for purposes of this Agreement until, payment by Confia to
the beneficiary of the Letter of Credit upon a drawdown, and in such event the
outstanding principal amount thereof shall be equal to the aggregate of such
payments by Confia.
2. Additional Financing. Confia agrees to lend the Company
$2,500,000 on or prior to September 30, 1995 for the purpose of funding the
repayment of subordinated indebtedness to a third party which is due on such
date. Confia further agrees to issue a standby letter of credit for the
account of the Company in the amount of $6,000,000 for the purpose of making
available to the Company the Letter of Credit.
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<PAGE> 3
3. Aggregate Financing. Including the amount of the Letter of
Credit and the amount to be loaned pursuant to the terms hereof, the aggregate
principal amount of the credit outstanding from Confia to the Company is
$22,500,000.
4. Book Value of Shares. The book value per share of Common
Stock determined in accordance with this Agreement as of June 30, 1995 and,
accordingly, the Conversion Price as of the date hereof, subject to adjustment,
is $3.04.
5. Conversion Privilege.
5.1. Conversion. Upon and after satisfaction of the condition set
forth in Section 5.2 below, any Holder has the right, at its option, at any
time prior to payment in full of the principal payment of any Note, to convert
such Note, in accordance with the provisions of Section 6 hereof, in whole or
in part, to the extent outstanding and convertible under Section 5.2, into
fully paid and nonassessable shares of Common Stock of the Company. The number
of shares of Common Stock into which a Note may be converted ("Conversion
Shares") shall be determined by dividing the aggregate outstanding principal
amount of a Note together with any accrued interest to the date of conversion
by the Conversion Price in effect at the time of such conversion; provided,
however, that the number, character and Conversion Price of such shares of
Common Stock are subject to adjustment as provided in Section 7 below.
5.2. Conversion Condition. So long as the New York Stock Exchange
Inc. ("NYSE") stockholder approval requirements shall be applicable, a Note
shall be convertible only to the extent that such conversion is approved by the
stockholders of the Company, if so required. The parties understand that no
stockholder approval would be required for any conversion of Notes made in
connection with a rights offering to all stockholders at a per share cash price
equal to the Conversion Price pursuant to which the stockholders (other than
Abaco whose rights to purchase shares in the offering would be deemed exercised
and consummated by the conversion) could purchase the number of shares
proportional to the number of shares issued upon conversion ("Rights
Offering").
6. Conversion Procedure.
6.1 Notice of Conversion. Before the Holder shall be entitled to
convert a Note into shares of Common Stock it shall give written notice to the
Company at the principal corporate office of the Company, of the election to
convert a Note in whole or in part, as the case may be, pursuant to Section 5,
shall surrender the Note, duly endorsed, and shall designate in writing the
name or names in which the certificate or certificates for shares of Common
Stock are to be issued, provided that such person must be Confia, Abaco or an
affiliated company thereof. Such conversion shall be deemed to have been made
immediately upon the date of surrender of the Note and the person or persons
entitled to
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<PAGE> 4
receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.
6.2 Delivery of Stock Certificates and Replacement Note. As
promptly as practicable after the conversion of a Note pursuant to Section 5,
the Company at its expense will issue and deliver to the Holder of a Note at
the registered address of the Holder a certificate or certificates for the
number of full shares of Common Stock issuable upon such conversion (bearing
such legends as are required by applicable state and federal securities laws in
the opinion of counsel to the Company), together with any other securities and
property to which the Holder is entitled upon such conversion under the terms
of this Agreement. If less than the entire outstanding portion of the Note is
converted, then the Company at its expense together with the share certificates
will deliver to the Holder a replacement note identical to the Note surrendered
except in the principal amount of the remaining principal balance.
6.3 Mechanics and Effect of Conversion. No fractional shares of
Common Stock shall be issued upon conversion of a Note. In lieu of the Company
issuing any fractional shares to the Holder upon the conversion of a Note, the
Company shall pay to the Holder the amount of outstanding principal that is not
so converted, such payment to be made as soon as practicable after conversion
of a Note by wire transfer to an account designated by the Holder. Upon
conversion of the entire principal amount of a Note, the Company shall be
forever released from all its obligations and liabilities under such Note,
except that the Company shall be obligated to pay the Holder, within ten (10)
days after the date of such conversion, any interest accrued and unpaid or
unconverted to and including the date of such conversion, and no more.
7. Merger, Sale of Assets, etc. If at any time while any Note, or any
portion thereof, is outstanding and unexpired there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which
the Company is the surviving entity but the shares of the Company's capital
stock outstanding immediately prior to the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale or transfer of the Company's properties and assets
as, or substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, the Conversion
Price shall be appropriately adjusted so that the Holder shall thereafter be
entitled to receive upon conversion of a Note, during the period specified
herein, the number of shares of stock or other securities or property of the
successor corporation resulting from such reorganization, merger,
consolidation, sale or
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<PAGE> 5
transfer that a holder of the shares deliverable upon conversion of a Note
would have been entitled to receive in such reorganization, consolidation,
merger, sale or transfer if the Note had been converted immediately before such
reorganization, merger, consolidation, sale or transfer. The foregoing
provisions of this Section 7 shall similarly apply to successive
reorganizations, consolidations, mergers, sales and transfers and to the stock
or securities of any other corporation that are at the time receivable upon the
conversion of a Note. If the per-share consideration payable to the Holder
hereof for shares in connection with any such transaction is in a form other
than cash or marketable securities, then the value of such consideration shall
be determined in good faith by the Company's Board of Directors. In all
events, appropriate adjustment (as determined in good faith by the Company's
Board of Directors) shall be made in the application of the provisions of this
Agreement with respect to the rights and interests of the Holder after the
transaction, to the end that the provisions of this Agreement shall be
applicable after that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon conversion of a
Note.
8. Reservation of Stock Issuable Upon Conversion. The Company
shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the
conversion of the Notes such number of its shares of Common Stock as shall from
time to time be sufficient to effect the conversion of the Notes; and if at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of the entire outstanding principal amount
of the Notes, together with accrued interest thereon, in addition to such other
remedies as shall be available to the holder of the Notes, the Company will use
its best efforts to take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purposes.
9. Notices.
(a) Whenever the Conversion Price or number of shares into
which the Notes are convertible shall be adjusted pursuant to Section 7 hereof,
the Company shall issue a certificate signed by its Chief Financial Officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Conversion Price and number of shares into which the Notes are
convertible after giving effect to such adjustment, and shall cause a copy of
such certificate to be mailed (by first-class mail, postage prepaid) to the
Holder.
(b) In the event of:
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<PAGE> 6
(i) any taking by the Company of a record of the
holders of any class of securities of the Company for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend payable out of earned surplus at the same rate as that of
the last such cash dividend theretofore paid) or other distribution, or any
right to subscribe for, purchase or otherwise acquire any shares of stock of
any class or any other securities or property, or to receive any other right,
or
(ii) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets of the Company to any other
person or any consolidation or merger involving the Company, or
(iii) any voluntary or involuntary dissolution,
liquidation or winding-up of he Company,
the Company will mail to the holder of the Notes at least ten (10) days prior
to the earliest date specified therein, a notice specifying:
(A) the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and the amount and
character of such dividend, distribution or right, and
(B) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding-up is expected to become effective and the record date for determining
stockholders entitled to vote thereon.
10. Assignment. Subject to the restrictions on transfer imposed
by applicable law, the rights and obligations of the Company and Confia shall
be binding upon and benefit the successors and permitted assigns of the
parties, provided, however, that the rights of Confia may be assigned only to
Abaco or another affiliated company thereof.
11. No Stockholder Rights. Nothing contained in this Agreement
shall be construed as conferring upon the Holder or any other person the right
to vote or to consent or to receive notice as a stockholder in respect of
meetings of stockholders for the election of directors of the Company or any
other matters or any rights whatsoever as a stockholder of the Company; and no
dividends shall be payable or accrued in respect of any Note or the shares of
Common Stock obtainable hereunder until, and only to the extent that, the Note
shall have been converted.
12. Stockholder Approval/Rights Offering. On one or more
occasions, the Holder may at its election require the Company (i) to call a
special meeting of its stockholders as soon as practicable after such request
to approve the conversion of Notes
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<PAGE> 7
into shares of Common Stock in accordance with the terms hereof, (ii) include
such approval on the agenda of the next annual meeting of stockholders, or
(iii) conduct a Rights Offering as soon as practicable after such request, and
in any such case to promptly cause the shares issued upon conversion to be
listed on the NYSE. In the case of clauses (i) or (ii) above, Confia agrees to
cause Abaco and all of its affiliated companies to vote all of the shares of
the Company held by it for such approval. In the event that any Notes are
converted and clause (iii) is not elected in connection therewith, Confia and
the Company agree that a Rights Offering will be made within one year after the
conversion of the Notes at a price per share equal to the Conversion Price used
in such conversion.
13. Investment Intent. Any shares of Common Stock which may be
acquired upon conversion of the Notes will be acquired by Confia or its assigns
or designees for their own account and not with a view to, or for resale in
connection with, any distribution. Confia acknowledges that it is aware of the
applicable limitations under the Securities Act of 1933, as amended, upon the
sale of any such shares of Common Stock and that accordingly, certificates
representing such shares may bear an appropriate legend.
14. Governing Law. This Note shall be governed by and construed
in accordance with the laws of the State of Delaware, excluding that body of
law relating to conflict of laws.
15. Miscellaneous Provisions.
A. Amendment, Modification and Waiver. This Agreement may be
amended, modified and supplemented, in writing only, by mutual consent of the
parties hereto. No failure on the part of any party to exercise any right,
power or privilege hereunder shall operate as a waiver.
B. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.
C. Headings; References. All headings used herein are used for
convenience only and shall not be used to construe or interpret this Agreement.
Except where otherwise indicated, all references herein to sections refer to
sections hereof.
D. Entire Agreement. This Agreement contains the entire
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, representations, warranties,
covenants or undertakings, other than those expressly set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
RODMAN & RENSHAW CAPITAL GROUP, INC.
By: /s/ Charles W. Daggs, III
---------------------------
Name: Charles W. Daggs, III
Title: President &
Chief Executive Officer
CONFIA, S.A., INSTITUCION DE BANCA MULTIPLE,
ABACO GRUPO FINANCIERO
By: /s/ Mario S. Velasco Coppel
---------------------------
Name: Mario S. Velasco Coppel
Title: Responsible Regional -
Monterrey
-8-
<PAGE> 1
EXHIBIT 4
AMENDMENT NO. 1 TO
NOTE CONVERSION AGREEMENT
The Note Conversion Agreement dated as of September 29th, 1995 by and
between Rodman & Renshaw Capital Group, Inc. (the "Company") and Confia, S.A.,
Institucion de Banca Multiple, Abaco Grupo Financiero, a banking corporation
incorporated under the laws of the United Mexican States ("Confia") is hereby
amended as follows:
1. Amendments.
1.1 From and after the day hereof, the definition of the term
"Note" in Section 1 is hereby amended to delete the date of
"September 30, 1995" in clause (i) and to insert in lieu
thereof "November 10, 1995."
1.2 From and after the day hereof, Section 2 is hereby amended to
add the following sentence: "Confia further agrees to lend the
Company an additional $10,000,000 on or prior to November 10,
1995."
2. Miscellaneous. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, excluding that body
of laws relating to conflict of laws. Except as specifically amended
hereby, the Note Conversion Agreement shall remain in full force and
effect in accordance with its existing terms, but each reference in
the Note Conversion Agreement to "this Agreement," "hereunder,"
"hereof" or words of like import, and references to the Note
Conversion Agreement in any and all instruments or documents in
connection therewith shall, except where the context otherwise
requires, be deemed a reference to the Note Conversion Agreement as
amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first written above.
RODMAN & RENSHAW CAPITAL GROUP, INC.
By: /s/ Charles W. Daggs, III
-----------------------------------
Name: Charles W. Daggs, III
Title: President & Chief Executive Officer
CONFIA, S.A., INSTITUCION DE BANCA
MULTIPLE, ABACO GRUPO FINANCIERO
By: /s/ Mario Velasco Coppel
-----------------------------------
Name: Mario S. Velasco Coppel
Title: Responsible Regional -
Monterrey
<PAGE> 1
EXHIBIT 5
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 Mexico 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
<PAGE> 2
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
-2-
<PAGE> 3
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/ Eduardo Camanrena
--------------------------
Its: Chief Executive Officer
/s/ Frederick G. Uhlmann
---------------------------
Optionholder
Number of Elected Shares to be sold: 27000
-------------
Optionholder's Address: 783 White Oaks
--------------------------
Highland Park, IL
--------------------------
60035
--------------------------
-3-
<PAGE> 1
EXHIBIT 6
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 Mexico 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
<PAGE> 2
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
-2-
<PAGE> 3
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/ Eduardo Camanrena
----------------------------
Its: Chief Executive Officer
/s/ Norman E. Mains
---------------------------------
Optionholder
Number of Elected Shares to be sold: 35,000
-----------
Optionholder's Address: 1065 Fisher Lane
------------------------
Winnetka, IL 60093
------------------------
-3-
<PAGE> 1
EXHIBIT 7
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 Mexico 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
<PAGE> 2
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
-2-
<PAGE> 3
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/ Eduardo Camanrena
---------------------------
Its: Chief Executive Officer
---------------------------
/s/ Lawrence R. Helfand
------------------------------
Optionholder
Number of Elected Shares to be sold: 32,100
------------
Optionholder's Address: 860 N. Lake Shore Drive
-------------------------
#7M
-------------------------
Chicago, IL 60611
-------------------------
-3-
<PAGE> 1
EXHIBIT 8
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 Mexico 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
<PAGE> 2
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
-2-
<PAGE> 3
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/ Eduardo Camanrena
--------------------------
Its: Chief Executive Officer
--------------------------
/s/ Kurt B. Karmin
-----------------------------
Optionholder
Number of Elected Shares to be sold: 35,000
------------
Optionholder's Address: 924 Fisher Lane
-------------------------
Winnetka, IL
-------------------------
60093
-------------------------
-3-
<PAGE> 1
EXHIBIT 9
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 Mexico 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
<PAGE> 2
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
-2-
<PAGE> 3
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/ Eduardo Camanrena
----------------------------
Its: Chief Executive Officer
----------------------------
/s/ Victor C. Chigas
-------------------------------
Optionholder
Number of Elected Shares to be sold: 16720
------------
Optionholder's Address: 400 E. Randolph #3005
------------------------
Chicago, IL 60601
------------------------
-3-
<PAGE> 1
EXHIBIT 10
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 Mexico 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
<PAGE> 2
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
-2-
<PAGE> 3
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/ Eduardo Camanrena
-----------------------------
Its: Chief Executive Officer
-----------------------------
/s/ Scott H. Lang
---------------------------------
Optionholder
Number of Elected Shares to be sold: 21,000
-----------
Optionholder's Address: c/o Rodman & Renshaw
------------------------
120 S. LaSalle Street
------------------------
Chicago, IL
------------------------
60603
------------------------
-3-
<PAGE> 1
EXHIBIT 11
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 Mexico 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
<PAGE> 2
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
-2-
<PAGE> 3
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/ Eduardo Camanrena
----------------------------
Its: Chief Executive Officer
----------------------------
/s/ Mark J. Grant
-------------------------------
Optionholder
Number of Elected Shares to be sold: 27,000
-----------
Optionholder's Address: 55 W. Goethe #1255
-----------------------
Chicago, Ill
-----------------------
60610
-----------------------
-3-
