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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 1-9143
NOTIFICATION OF LATE FILING
(Check One): x Form 10-K o Form 11-K o Form 20-F o Form 10-Q
o Form N-SAR
For Period Ended:
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: N/A
PART I
REGISTRANT INFORMATION
Full name of registrant Rodman & Renshaw Capital Group, Inc.
Former name if applicable
N/A
Address of principal executive office (Street and number)
Two World Financial Center, Tower B, 30th Floor
City, state and zip code New York, New York 10281
PART II
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
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x (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
x (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
o (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
(See Attachment)
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Gilbert R. Ott, Jr. (212) 416-7000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
x Yes o No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
o Yes x No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Rodman & Renshaw Capital Group, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
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Date: March 31, 1997 By: /s/ GILBERT R. OTT, JR.
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Name: Gilbert R. Ott, Jr.
Title: Secretary
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Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath
the signature. If the statement is signed on behalf of the registrant
by an authorized representative (other than an executive officer),
evidence of the representative's authority to sign on behalf of the
registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed
with the form will be made a matter of the public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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Part III - Narrative
On February 4, 1997, the Registrant was notified that Abaco Grupo
Financiero, S.A. de C.V., a Mexican corporation ("Parent"), the beneficial
owner of 69.6% owner of the Registrant's issued and outstanding shares of
Common Stock, $.09 par value per share (the "Common Stock"), and certain of
Parent's direct and indirect subsidiaries had filed a Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") with the Securities and Exchange
Commission. The Schedule 13E-3 indicated the intention of Parent to effect a
series of transactions (the "Transactions") which would result in the
Registrant becoming an indirect wholly-owned subsidiary of Parent. The
Schedule 13E-3 also stated that, as a result of the Transactions, steps would
be taken to terminate the registration of the Registrant's shares of Common
Stock (the "Deregistration") under the Exchange Act of 1934, as amended (the
"Exchange Act").
Based on the foregoing actions taken by Parent and certain of its direct
and indirect subsidiaries, the Registrant contemplated that the Deregistration
was to have been consummated on or before March 31, 1997, thereby relieving the
Registrant of its informational and reporting requirements under Sections 13
and 15(d) of the Exchange Act. However, due to circumstances beyond the
Registrant's control, the Transactions have not been consummated and the
Registrant has been unable to complete and file its Form 10-K in a timely
manner. It is contemplated that the Registrant's Form 10-K will be completed
on or before April 15, 1997.
