PRELIMINARY COPY
SCHEDULE 14 C
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary information statement
[ ] Definitive information statement
[ ] Confidential, for use of the Commission only
(as permitted by Rule 14c-5 (d) (2))
RODMAN & RENSHAW CAPITAL GROUP, INC.
(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.:
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4) Date Filed:
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PRELIMINARY COPY
INFORMATION STATEMENT
RODMAN & RENSHAW CAPITAL GROUP, INC.
233 South Wacker Drive
Chicago, Illinois 60606
November [ ], 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 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
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PRELIMINARY COPY
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
-----------------------------
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 [ ], 1997 to holders of record of the Company's
common stock at the close of business on November [ ], 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,
including 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 [ ], 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
- ---- -------------------
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 [ ], 1997 (the "Record Date"). As of the
Record Date, the Company had [ ] shares of Common Stock issued
and outstanding and [ ] 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, [ ] votes. Holders of Common Stock may not
cumulate their votes in the election of directors.
As of the Record Date, Abaco CDB beneficially owned [ ]
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
[ ], 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.
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 [ ], 1997
