SCHEDULE 14 C
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary information statement
[X] Definitive information statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14c-5(d)(2))
RODMAN & RENSHAW CAPITAL GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
Not Applicable.
2) Aggregate number of securities to which transaction applies:
Not Applicable.
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
Not Applicable.
4) Proposed maximum aggregate value of transaction:
Not Applicable.
5) Total fee paid:
Not Applicable.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11 (a) (2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
Not Applicable.
2) Form, Schedule or Registration Statement No.:
Not Applicable.
3) Filing Party:
Not Applicable.
4) Date Filed:
Not Applicable.
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INFORMATION STATEMENT
RODMAN & RENSHAW CAPITAL GROUP, INC.
233 South Wacker Drive
Chicago, Illinois 60606
November 24, 1997
Dear Stockholder:
This Information Statement is being provided to inform
you that Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo
Financiero ("Abaco CDB"), which holds approximately 70% of the
outstanding common stock of Rodman & Renshaw Capital Group, Inc.
(the "Company"), has delivered to the Company a written consent
by which Abaco CDB has requested and consented to the following
actions (the "Actions"): (i) the election of six new directors of
the Company and (ii) the removal of Ernesto Arechavala, Alexander
C. Anderson and Jorge Lankenau Rocha as directors of the Company.
The actions taken by Abaco CDB's consent will become
effective twenty days from the date hereof.
This Information Statement is being provided to you
for information purposes only. Your vote is not required to
approve the Actions. This Information Statement does not relate
to an annual meeting or special meeting in lieu of an annual
meeting. You are not being asked to send a proxy and you are
requested not to send one.
Sincerely,
Gilbert R. Ott, Jr.
Secretary
<PAGE>
RODMAN & RENSHAW CAPITAL GROUP, INC.
233 South Wacker Drive
Chicago, Illinois 60606
(312) 526-2000
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Information Statement
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Notice to Stockholders pursuant to
Section 14(c) of the Securities Exchange Act of 1934
and Section 228(d) of the Delaware General Corporation Law
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
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This Information Statement is being provided to inform you
that Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero
("Abaco CDB"), which holds approximately 70% of the outstanding
common stock, par value $.09 per share ("Common Stock") of Rodman
& Renshaw Capital Group, Inc. (the "Company"), has delivered to
the Company a written consent by which Abaco CDB has requested
and consented to the following actions (the "Actions"): (i) the
election of six new directors and (ii) the removal of Ernesto
Arechavala, Alexander C. Anderson and Jorge Lankenau Rocha as
directors of the Company. This Information Statement is furnished
for information purposes only, and does not relate to an annual
meeting or special meeting in lieu of an annual meeting. Your
vote is not required to approve the Actions. You are not being
asked to send a proxy and you are requested not to send one. This
Information Statement is being mailed on or about November 24,
1997 to holders of record of the Company's common stock at the
close of business on November 21, 1997.
The Intervencion Gerencial
On August 27, 1997 the Mexican Comision Nacional Bancaria y
de Valores (the "National Banking and Securities Commission" or
"CNBV") declared and announced an Intervencion Gerencial (a
"Management Intervention") with respect to Abaco Grupo
Financiero, S.A. de C.V. ("Abaco Financial Group" or "Group"),
the parent company of Abaco CDB, and its Mexican subsidiaries
Abaco CDB and Banco Confia, as a result of the ongoing financial
difficulties of Abaco Financial Group and its subsidiaries. In
the exercise of its authority under the Ley de Instituciones de
Credito (the "Mexican Banking Law"), the CNBV has appointed Mr.
Gustavo Vergara as the Interventor Gerencial (the "Management
Interventor") for Abaco Financial Group.
Under the Mexican Banking Law, as of the date of the
intervention, Mr. Vergara has succeeded to the authority and
assumed the powers of Abaco Financial Group's board of directors
and chief executive officer. As of the date of the Management
Intervention and until such time as it is terminated by the CNBV,
the elected board of directors of Abaco Financial Group, Banco
Confia and Abaco CDB have exercised, and will exercise, no
authority or control over the business and affairs of the Group,
although they may continue to meet in order to discuss the
business and affairs of their respective companies and, if asked
by the Management Interventor, to comment on such matters as he
may request. The Management Interventor is not subject to the
authority of shareholders or the board of directors of Abaco
Financial Group, Abaco CDB or Banco Confia. The Company has been
advised that the Management Intervention does not result in a
change in ownership of the Group or any of its subsidiaries.
<PAGE>
Abaco CDB's Actions by Written Consent in Lieu of a Meeting
The Management Interventor for Abaco Financial Group has
executed and delivered to the Company an action by written
consent (the "Consent") pursuant to Section 228 of the Delaware
General Corporation Law (the "General Corporation Law") signed by
him on behalf of Abaco CDB, and dated November 20, 1997. By such
Consent, Abaco CDB has voted, pursuant to Section 141 of the
General Corporation Law, (i) to elect as directors, the
individuals listed below under "New Directors" and (ii) to remove
as directors, the following three persons who, at present, are
the sole members of the Company's Board of Directors: Ernesto
Arechavala, Alexander C. Anderson and Jorge Lankenau Rocha.
New Directors
The following summarizes the age, business experience and
background of the persons to become directors pursuant to the
Consent:
Age, Business Experience and
Name Other Directorships
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Gustavo Vergara Age 45. Since August 27, 1997, Management
Interventor for Abaco Financial Group
and its subsidiaries. Mr. Vergara has
been employed by the CNBV since 1994,
during which time he has served as
Management Interventor for several
institutions. Prior thereto, Mr. Vergara
was Director of Finance, Banco Bilbao Viscaya /
Probursa, from 1992 to June 1994.
Miguel Cano Age 38. Since October 31, 1997, employed
by Abaco CDB as the Representative of
the Management Interventor. President
and Chief Executive Officer of
Bursamex Holdings and Bursamex Inc.,
its wholly-owned US broker-dealer
subsidiary, from June 1996 to July
1997. General Director of
International Affairs, CNBV, from
April 1995 to April 1996. General
Director of Market Development,
Mexican Securities Commission, from
1992 to April 1995.
Luke J. Haran Age 54. Independent Financial Consultant,
since 1997. Managing Director,
Citicorp Securities, New York, New
York, from 1994 to 1997. Unit Head of
Serfin Securities, New York, New York
and London, England from 1990 to 1994.
Benjamin Lopez Age 33. Assistant to the Management
Interventor of Abaco Financial Group,
since August 1997. General Director,
Banco Promotor del Norte, S.A., from
June 1994 to August 1997. Director of
Capital Markets, Valores Bursatiles de
Mexico, S.A., from 1992 to June 1994.
Deborah Hicks
Midanek Age 43. Principal, Jay Alix &
Associates, a consulting firm
specializing in providing
restructuring advice and management
services to troubled companies in
various industries, since 1997. Chief
Executive Officer of Solon Asset
Management, an investment advisory
firm, since 1990. Chairman and Chief
Executive Officer of The Solon Funds,
an investment company, since 1990.
Trustee of the Committee for Economic
Development, since 1995. Director,
Standard Brands Paint Company, since
1993.
<PAGE>
Jose C.
Villarreal Age 36. Treasurer, Banco Confia, Abaco
Grupo Financiero, Abaco Financial
Group's commercial bank subsidiary,
since January, 1993. Prior thereto,
Mr. Villarreal was an advisor to Banco
Confia on various projects beginning
in 1992.
Voting Securities
The Company's authorized capital stock consists of
20,000,000 shares of Common Stock and 5,000,000 shares of
preferred stock, par value $.01 per share ("Preferred Stock").
Pursuant to Section 213(b) of the General Corporation Law, the
record date for the actions by written consent in lieu of a
meeting is November 21, 1997 (the "Record Date"). As of the
Record Date, the Company had 6,645,802 shares of Common Stock
issued and outstanding and 175 shares of Preferred Stock issued
and outstanding.
Each holder of Common Stock is entitled to one vote per
share for the election of directors. Inasmuch as each share of
Common Stock is entitled to one vote, the total voting power of
all such outstanding shares of Common Stock as of the Record Date
was, therefore, 6,645,802 votes. Holders of Common Stock may not
cumulate their votes in the election of directors.
As of the Record Date, Abaco CDB beneficially owned
4,625,788 shares of the Company's Common Stock. Accordingly,
pursuant to Section 228 of the General Corporation Law and the
Company's certificate of incorporation, Abaco CDB's ownership of
a majority of the issued and outstanding shares of Common Stock
entitles it to elect the directors by written consent in lieu of
a meeting. Because Abaco CDB has sufficient voting power to
approve the Actions through its ownership of the Company's Common
Stock, no other stockholder consents are being solicited and no
stockholders' meeting is being held in connection with the
Actions. This Information Statement serves as notice of the
Actions pursuant to Section 228(d) of the General Corporation
Law.
Effective Date of the Actions
In accordance with Section 14(c) of the Securities Exchange
Act of 1934 and the rules and regulations thereunder, the Actions
to be effected by the Consent will not take effect until December
15, 1997. The Company will notify its stockholders by filing a
Report on Form 8-K with the Securities and Exchange Commission
when the Actions become effective.
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Other Matters
The Company will pay the cost of distributing this
Information Statement, including the cost of assembling and
mailing it. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending this Information Statement to the
beneficial owners of the Company's Common Stock.
Sincerely,
Gilbert R. Ott, Jr.
Secretary
Rodman & Renshaw Capital Group, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
November 24, 1997
