SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
RODMAN & RENSHAW CAPITAL GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.09 PAR VALUE PER SHARE
(Title of Class of Securities)
774877 10 4
(CUSIP Number)
LIC. JORGE ANTONIO GARCIA GARZA
ABACO GRUPO FINANCIERO, S.A. DE C.V.
AVE. SAN JERONIMO 999 PTE.
COLONIA SAN JERONIMO
MONTERREY, N.L. MEXICO 64640
011-52-8-399-6121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 31, 1997
(Date of Event which Requires 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 |_|.
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 (the "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).
<PAGE>
- ----------------------------- -----------------------------
CUSIP No. 774877 10 4 13D Page 2 of 21 Pages
- ----------------------------- -----------------------------
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Abaco Grupo Financiero, S.A. de C.V.
I.R.S. Identification No.: None
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF, WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY
EACH
REPORTING 8 SHARED VOTING POWER 4,625,788*
PERSON
WITH
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 4,625,788*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,625,788 shares of common stock
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- -------------------------------------------------------------------------------
* Pursuant to the terms of the Certificate of Designations of
Rights, Preferences, Privileges and Restrictions of Series E
Non-Voting Convertible Preferred Stock of the Company, upon
conversion, the number of shares beneficially owned by such
Reporting Person may increase by up to 33,333,333 shares of Common
Stock.
<PAGE>
- ----------------------------- ------------------------
CUSIP No. 774877 10 4 13D Page 3 of 21 Pages
- ----------------------------- ------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Abaco Casa de Bolsa, S.A. de C.V., Abaco Grupo Financiero
I.R.S. Identification No.: None
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF, WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Mexican States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY
EACH
REPORTING 8 SHARED VOTING POWER 4,625,788*
PERSON
WITH
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 4,625,788*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,625,788 shares of common stock
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- -------------------------------------------------------------------------------
* Pursuant to the terms of the Certificate of Designations of
Rights, Preferences, Privileges and Restrictions of Series E
Non-Voting Convertible Preferred Stock of the Company, upon
conversion, the number of shares beneficially owned by such
Reporting Person may increase by up to 33,333,333 shares of Common
Stock.
<PAGE>
- ----------------------------- ------------------------
CUSIP No. 774877 10 4 13D Page 4 of 21 Pages
- ----------------------------- ------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
R & R Capital Holdings, Inc.
I.R.S. Identification No.: 98-0165688
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY
EACH
REPORTING 8 SHARED VOTING POWER 4,625,788*
PERSON
WITH
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 4,625,788*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,625,788 shares of common stock
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- -------------------------------------------------------------------------------
* Pursuant to the terms of the Certificate of Designations of
Rights, Preferences, Privileges and Restrictions of Series E
Non-Voting Convertible Preferred Stock of the Company, upon
conversion, the number of shares beneficially owned by such
Reporting Person may increase by up to 33,333,333 shares of Common
Stock.
<PAGE>
- ----------------------------- ------------------------
CUSIP No. 774877 10 4 13D Page 5 of 21 Pages
- ----------------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
R & R Capital Acquisition Corp.
I.R.S. Identification No.: 98-0165700
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY
EACH
REPORTING 8 SHARED VOTING POWER 4,625,788*
PERSON
WITH
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 4,625,788*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,625,788 shares of common stock
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- -------------------------------------------------------------------------------
* Pursuant to the terms of the Certificate of Designations of
Rights, Preferences, Privileges and Restrictions of Series E
Non-Voting Convertible Preferred Stock of the Company, upon
conversion, the number of shares beneficially owned by such
Reporting Person may increase by up to 33,333,333 shares of Common
Stock.
<PAGE>
This Amendment No. 2 amends and supplements the Statement on Schedule 13D,
as previously amended (the "Schedule 13D"), relating to the common stock, $.09
par value per share (the "Common Stock"), of Rodman & Renshaw Capital Group,
Inc., a Delaware corporation (the "Company"), previously filed by Abaco Grupo
Financiero, S.A. de C.V. ("Parent") and Abaco Casa de Bolsa, S.A. de C.V., Abaco
Grupo Financiero ("Abaco"). Capitalized terms used and not defined herein shall
have the meanings set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 relates to the Common Stock of the Company. The
Company's principal executive office is located at Two World Financial Center,
Tower B, 30th Floor, New York, New York 10281.
ITEM 2. IDENTITY AND BACKGROUND.
(a-c) Parent is a Mexican corporation with its principal office located at
Ave. San Jeronimo 999 Pte., Colonia San Jeronimo, Monterrey, N.L., Mexico 64640.
It is a financial services holding company whose principal subsidiaries are
Abaco and Confia, S.A., Institucion de Basca Multiple, Abaco Grupo Financiero.
Parent's other material subsidiaries provide leasing, automobile financing and
casualty insurance services. Parent's shares of capital stock are traded on
Bolsa Mexicana de Valores (the Mexican Stock Exchange) under the symbols:
ABACOGF (for Parent's class A shares) and ABACOGF B (for Parent's class B
shares).
Abaco is a Mexican corporation, 99.99% of whose outstanding shares are
owned by Parent. Abaco provides brokerage, asset management, money market,
investment banking, investment advisory and other related services through eight
offices located in Monterrey, Guadalajara, Queretaro, San Luis Potosi, Leon and
Mexico City in Mexico. Its principal office is located at Montes Rocallosos 505
Sur, Residencial San Agustin, Garza Garcia, N.L., Mexico 66260.
R & R Capital Holdings, Inc., a Delaware corporation ("Holdings"), is a
wholly-owned subsidiary of Abaco with its principal office located at Ave. San
Jeronimo 999 Pte., Colonia San Jeronimo, Monterrey, N.L., Mexico 64640. It is an
intermediate holding company whose principal subsidiary is R & R Capital
Acquisition Sub.
R & R Capital Acquisition Sub is a Delaware corporation ("Acquisition
Sub") whose principal office is located at Ave. San Jeronimo 999 Pte., Colonia
San Jeronimo, Monterrey, N.L., Mexico 64640. Acquisition Sub is a wholly-owned
subsidiary of Holdings which has been formed for the purpose of holding shares
of Common Stock and merging with the Company.
<PAGE>
Attached to this Amendment No. 2 as Schedule A is a list of the executive
officers and directors of Parent, Abaco, Holdings and Acquisition Sub (including
the name, principal business and address of any corporation or other
organization with which such individual is employed, and his or her
citizenship).
(d-e) During the last five years, neither Parent, Abaco, Holdings or
Acquisition Sub nor, to the knowledge of Parent, Abaco, Holdings and Acquisition
Sub, any of the executive officers or directors of any of such entities (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Abaco currently owns 4,625,788 issued and outstanding shares of the
Company's Common Stock, which represents 69.6% of the issued and outstanding
shares of Common Stock, and all of the issued and outstanding shares of
Preferred Stock, consisting of 50 issued and outstanding shares of Series B
Non-Voting Convertible Preferred Stock, $.01 par value per share (the "Series B
Stock"), 50 issued and outstanding shares of Series C Non-Voting Convertible
Preferred Stock, $.01 par value per share (the "Series C Stock"), 45 issued and
outstanding shares of Series D Non-Voting Convertible Preferred Stock, $.01 par
value per share (the "Series D Stock") and 30 issued and outstanding shares of
Series E Non-Voting Convertible Preferred Stock, $.01 par value per share (the
"Series E Stock," and, together with the Series B Stock, the Series C Stock and
Series D Stock, the "Preferred Stock").
Abaco intends to contribute to the capital of Holdings all of the shares of
Common Stock and Preferred Stock owned by it. Holdings, in turn, intends to
contribute such shares to the capital of Acquisition Sub. Acquisition Sub
intends to obtain at least 90% of the issued and outstanding shares of Common
Stock ("90% Ownership") by converting 12 shares of the Series E Stock into
approximately 13,333,333 shares of Common Stock in accordance with the terms
applicable to the Series E Stock. A copy of the Certificate of Designations,
Rights, Preferences, Privileges and Restrictions of the Series E Stock is
attached as Annex 3 to the Notice and Information Statement filed on
Schedule 14C, which is incorporated herein by reference as Exhibit 12. Following
this conversion, Acquisition Sub will hold approximately 89.9% of the issued and
outstanding shares of Common Stock. Since the Company does not have a sufficient
number of shares of Common Stock currently authorized under its Restated
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
to permit the full conversion of Series E Stock into shares of Common Stock in
accordance with the terms applicable to the Series E Stock, Acquisition Sub
intends to purchase at least 22,101 shares of Common Stock in the open market at
prevailing prices in order to obtain at least 90% Ownership. The amount and
timing of any of such open market purchases will depend on market conditions,
share prices and other factors. If Acquisition Sub is successful in obtaining
90% Ownership through the purchase of shares of Common Stock in the open market,
it will proceed to effect the Merger (as defined herein) as described below in
Item 4.
If Acquisition Sub is not successful in obtaining 90% Ownership through
the purchase of shares of Common Stock in the open market, Acquisition Sub
intends to enforce its rights under the
<PAGE>
terms applicable to the Series E Stock and require the Company to amend the
Certificate of Incorporation to increase the number of authorized shares of
Common Stock to permit the conversion of additional shares of Series E Stock
into shares of Common Stock. Such amendment to the Certificate of Incorporation
would require the approval of the Company's Board of Directors (the "Board") and
stockholders. Acquisition Sub believes that it would be able to obtain approval
of the Board since the Board previously approved the issuance of the Series E
Stock which, by its terms, obligates that Company to reserve sufficient shares
of Common Stock to provide for the conversion of all issued and outstanding
shares of Series E Stock. Since Acquisition Sub will hold more than 50% of the
issued and outstanding shares of Common Stock, stockholder approval would be
assured.
The funds to be used for the Merger Consideration (as defined herein)
(approximately $600,000) and to pay certain costs and expenses related to the
Merger will be paid by Abaco or affiliated companies from its or their existing
funds, including working capital and resources or loaned by them from such
resources to Acquisition Sub to enable it, or, after the Merger, the Company to
make such payments.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Transactions (as defined herein) is to enable
Acquisition Sub to acquire complete ownership of all of the equity interests of
the Company. Abaco currently own 4,625,788 shares of the Company's Common Stock,
which represents 69.6% of the issued and outstanding shares of Common Stock, and
all of the issued and outstanding shares of Preferred Stock. Abaco intends to
contribute to the capital of Holdings all of the shares of Common Stock and
Preferred Stock owned by it. Holdings, in turn, intends to contribute such
shares to the capital of Acquisition Sub.
Acquisition Sub intends to acquire 90% Ownership and thereafter to effect
a short-form merger (the "Merger") of Acquisition Sub into the Company pursuant
to Section 253 of the General Corporation Law of the State of Delaware (the
"DGCL"). Acquisition Sub intends to obtain 90% Ownership by converting 12 shares
of the Series E Stock held by it into approximately 13,333,333 shares of Common
Stock in accordance with the terms applicable to the Series E Stock. Following
this conversion, Acquisition Sub will hold approximately 89.9% of the issued and
outstanding shares of Common Stock. Since the Company does not have a sufficient
number of shares of Common Stock currently authorized under its Certificate of
Incorporation to permit the full conversion of additional shares of Series E
Stock into shares of Common Stock in accordance with the terms applicable to the
Series E Stock, Acquisition Sub intends to purchase at least 22,101 shares
of Common Stock in the open market at prevailing prices in order to obtain 90%
Ownership. The amount and timing of any of such open market purchases will
depend on market conditions, share prices and other factors. If Acquisition Sub
is successful in obtaining 90% Ownership through the purchase of shares of
Common Stock in the open market, it will proceed to effect the Merger as
described herein.
If Acquisition Sub is not successful in obtaining 90% Ownership through
the purchase of shares of Common Stock in the open market, Acquisition Sub
intends to enforce its rights under the terms applicable to the Series E Stock
and require the Company to amend the Certificate of Incorporation to increase
the number of authorized shares of Common Stock to permit the conversion of
additional shares of Series E Stock into shares of Common Stock. Such amendment
<PAGE>
to the Certificate of Incorporation would require the approval of the Company's
Board and stockholders. Acquisition Sub believes that it would be able to obtain
approval of the Board since the Board previously approved the issuance of the
Series E Stock which, by its terms, obligates that Company to reserve sufficient
shares of Common Stock to provide for the conversion of all issued and
outstanding shares of Series E Stock. Since Acquisition Sub will hold more than
50% of the issued and outstanding shares of Common Stock, stockholder approval
would be assured.
Promptly following the obtaining of 90% Ownership, Acquisition Sub intends
to effect the Merger by filing the Certificate of Ownership and Merger (the
"Certificate of Merger"), with the Secretary of State of the State of Delaware
(the date of such filing being hereinafter called the "Effective Date"). A copy
of the form of Certificate of Merger is attached as Annex 1 to the Notice and
Information Statement filed on Schedule 14C, which is incorporated
herein by reference as Exhibit 12.
On the Effective Date, Acquisition Sub will be merged into the Company,
with the Company as the surviving corporation and each share of Common Stock
issued and outstanding prior to the Merger, other than issued and outstanding
shares of Common Stock held by Acquisition Sub (the "Unaffiliated Shares") will,
by virtue of the Merger, be converted into the right to receive $ 0.30 in cash,
without interest (the "Merger Consideration"), subject to the rights of holders
of Unaffiliated Shares (the "Unaffiliated Stockholders") ("Dissenting
Stockholders") to perfect dissenters' rights in accordance with Delaware law
("Dissenters' Rights"). On the Effective Date, the issued and outstanding shares
of Common Stock of Acquisition Sub will be cancelled and the issued and
outstanding shares of capital stock of Acquisition Sub held by Holdings will be
converted into an aggregate of 50,000 shares of Common Stock. Accordingly, after
the Merger, all of the issued and outstanding shares of Common Stock will be
owned by Holdings. As a result of the Transactions, it is expected that the
Company will take steps to have the Common Stock delisted on the New York Stock
Exchange and to deregister the Common Stock under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Following such delisting and
deregistration, the Company will no longer be subject to the reporting
requirements of the NYSE or the Exchange Act.
The conversion of the shares of Series E Stock, the purchase of issued and
outstanding shares of Common Stock in the open market, the amendment of the
Certificate of Incorporation (if required) and the Merger are hereinafter
collectively referred to as the "Transactions."
Following the Transactions, Abaco will consider various ways in which to
assist the Company in implementing its strategic plans to reduce costs. Abaco
may consolidate the operations of the Company or its subsidiaries with
affiliated companies of Abaco, including Abaco International Corporation, a
wholly-owned subsidiary of Abaco ("AIC"). Until the third quarter of 1996, AIC
was a broker-dealer registered with the National Association of Securities
Dealers, Inc., based in New York, New York. Other than the foregoing, Abaco has
no current plans or proposals that would relate to, or result in, any
extraordinary corporate transaction involving the Company after the
Transactions, such as merger, reorganization or liquidation involving the
Company or any of its subsidiaries, a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries, or any other material change
in the Company's business, corporate structure, personnel or policies regarding
the payment of dividends. While Abaco does not have any further present
intention to sell or transfer any material amount of assets of the Company,
Abaco's plans may change at any time, and Abaco may in the future elect to cause
the Company to sell, transfer or otherwise dispose of all or any portion of the
assets of the Company to Abaco or any one or more of its affiliates or to any
other parties as warranted by future conditions. Abaco may also, as warranted in
light of future conditions, cause changes to the Company's dividend policy,
<PAGE>
indebtedness or capitalization, including the payment of dividends and
repayment of indebtedness to affiliates.
Pursuant to the terms of the Certificate of Merger, the Bylaws of the
Company will be replaced with the bylaws of Acquisition Sub. As a result, the
classification and required composition of the Board will be eliminated.
Following the Merger, it is expected that only the directors of the
Company affiliated with Abaco immediately prior to the Merger will continue to
serve as directors of the Company. The officers of the Company immediately prior
to the Merger will be the officers of the Company.
The foregoing summary of the Transactions is qualified in its entirety by
reference to the copy of the Notice and Information Statement filed on Schedule
14C and Schedule 13e-3 Transaction Statement, which are incorporated herein by
reference as Exhibits 12 and 13, respectively.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 4, 1997, Abaco beneficially owned an aggregate amount
of 4,625,788 shares of Common Stock. Based upon the most recently available
filing by the Company with the Commission, an aggregate of 6,645,802 shares of
Common Stock are presently outstanding. Accordingly, Abaco beneficially owns
approximately 69.6% of the outstanding Common Stock.
Due to its direct ownership of Abaco, Parent beneficially owns such
shares.
With regard to each executive officer and director of Parent, Abaco,
Holdings and Acquisition Sub, no Common Stock is held by such individuals.
(b) Abaco has the power to vote and the power to dispose of the aggregate
number of shares of Common Stock reported herein as beneficially owned by it
and, due to its direct ownership of Abaco, Parent has the power to cause Abaco
to exercise or refrain from exercising such power.
(c-e) Disclosure under these items is not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
12. Schedule 14C - Information Required in Information Statement and
Schedule 14C Information filed by Parent, Abaco, Holdings and
Acquisition Sub with the Commission on February 4, 1997, which is
incorporated herein by reference.
<PAGE>
13. Schedule 13e-3 - Rule 13e-3 Transaction Statement filed by Parent,
Abaco, Holdings and Acquisition Sub with the Commission on February
4, 1997, which is incorporated herein by reference.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 4, 1997 ABACO GRUPO FINANCIERO, S.A. DE C.V.
By: /S/ FRANCISCO E. QUINTANILLA
------------------------------------
Name: Franciso E. Quintanilla
Title: Director of Financial Controls
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 4, 1997 ABACO CASA DE BOLSA, S.A. DE C.V.,
ABACO GRUPO FINANCIERO
By: /S/ FRANCISCO E. QUINTANILLA
-------------------------------------
Name: Francisco E. Quintanilla
Title: Director of Financial Controls
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 4, 1997 R & R CAPITAL HOLDINGS, INC.
By: /S/ JORGE LANKENAU ROCHA
--------------------------
Name: Jorge Lankenau Rocha
Title: President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 4, 1997 R & R CAPITAL ACQUISITION CORP.
By: /S/ JORGE LANKENAU ROCHA
--------------------------
Name: Jorge Lankenau Rocha
Title: President
<PAGE>
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF PARENT, ABACO,
HOLDINGS AND ACQUISITION SUB
The name, residence or business address, present principal occupation or
employment and citizenship of each executive officer and director of Parent,
Abaco, Holdings and Acquisition Sub are set forth below:
NAME AND POSITION RESIDENCE OR BUSINESS ADDRESS CITIZENSHIP
Jorge Lankenau Rocha Ave. San Jeronimo 999 Pte. Mexico
Chairman of the Board of Monterrey, N.L. 64640 Mexico
Parent and Abaco; Chief
Executive Officer of Confia,
S.A.; Director and President
of Holdings; Director and
President of Acquisition
Sub
Jose Maiz Mier Matamoros Ote. 506 Altos Mexico
Director of Parent and Centro Monterrey, N.L., 64000
Abaco; Chief Executive Mexico
Officer of Constructora Maiz
Mier, S.A. de C.V.
Alejandro Junco de la Vega Washington 629 Ote. Centro Mexico
Director of Parent and Monterrey, N.L., 64000
Abaco; Chief Executive Mexico
Officer of Editora El Sol
S.A.
Enrique Garcia Gamez Ave. Ruiz Cortinex 257, Pte. Mexico
Director of Parent and Monterrey, N.L. 64290
Abaco; President of Agro Mexico
Servicios Ragasa, S.A. de
C.V.
Fernando Canales Clariond Ave. Munich 175 Mexico
Director of Parent and Col. Cuauhtemoc
Abaco; Vice Chairman and San Nicolas de los Garza,
Executive Vice President of N.L. 64450 Mexico
Grupo Imsa, S.A. de C.V.
Julio Escamez Ferreiro Dr. Martinez 112, Desp.6 Mexico
Director of Parent and Col. Los Doctores
Abaco; Chairman of the Monterrey, N.L. 64710
Board of Consorcio Mexico
Industrial de Exportacion,
S.A.
<PAGE>
Eduardo Leano Espinosa Loma Larga 3888, letra A, Mexico
Director of Parent and Col. Villa Universitaria
Abaco; Assistant Director of Zapopan, Jalisco 45110
Universidad Autonoma de Mexico
Guadalajara, A.C.
Ignacio Santos de Hoyos Ave. Lazaro Cardenas 2475 Mexico
Director of Parent and Pte., Resid. San Agustin
Abaco; President of Grupo Garza Garcia, N.L. 66260
Inmobiliario Mexico, S.A. Mexico
Mauricio Fernandez Garza Ave. Lazaro Cardenas 2400 Mexico
Director of Parent and Pte., Resid. San Agustin
Abaco; Chief Executive Garza Garcia, N.L. 66220
Officer of Comercializadora Mexico
de Puros
Jose Maiz Garcia Matamoros Ote. 506 Altos Mexico
Director of Parent and Monterrey, N.L. 64000
Abaco; General Manager of Mexico
Constructora Maiz Mier,
S.A. de C.V.
Rodrigo Padilla Olvera Ave. San Jeronimo 999 Pte. Mexico
Director of Parent and Monterrey, N.L. 64640
Abaco; President of Grupo Mexico
SAC, S.A. de C.V.;
President of Industrias
Delmex, S.A. de C.V.
David Rocha Prieto 105 Furr United States
Director of Parent and San Antonio, Texas 78201
Abaco EUA
Gerardo Ruiz Montemayor Ave. Cuauhtemoc 103 Mexico
Alternate Director of Abaco; Santa Catarina, N.L. 66350
Chief Executive Officer of Mexico
Lamina Despliegada, S.A.
de C.V.
Sergio Reyes Retana Paseo de la Reforma 450 Mexico
Alternate Director of Parent Sur, Col. Juarez
and Abaco; Director of Mexico, D.F. 06600
Regional Branches of
Confia, S.A.
Alejandro Garcia Gamez Ave. Ruiz Cortinez 257 Pte. Mexico
Alternate Director of Parent Monterrey, N.L. 64290
and Abaco; Vice President Mexico
Operations of Raul Garcia y
Cia, S.A. de C.V.
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Reynelle Cornish Gonzalez Ave. San Jeronimo 999 Pte. Mexico
Director of Parent and Monterrey, N.L. 64640
Alternate of Abaco; Manager Mexico
of certain subsidiaries of
Parent
Fernando Valdes Medina Ave. San Jeronimo 999 Pte. Mexico
Alternate Director of Parent Monterrey, N.L. 64640
and Abaco; Chief Financial Mexico
Officer of certain
subsidiaries of Parent
Juan Jose Leano Ave. Patria 1201 Mexico
Alternate Director of Parent Guadalajara, Jalisco 45110
and Abaco; Assistant Mexico
Director of Special Projects
of Universidad Autonoma de
Guadalajara, A.C.
Alberto Fernandez Garza Industrias 1200 Pte. Mexico
Alternate Director of Parent Col. Bellavista
and Abaco; Chairman of the Monterrey, N.L. 64410
Board of PYOSA, S.A. de Mexico
C.V.
Ernesto Guzman Valdes Ave. San Jeronimo 999 Pte. Mexico
Alternate Director of Parent; Monterrey, N.L. 64640
Director of Abaco; Chief Mexico
Executive Officer of Abaco
Jorge A. Garcia Garza Ave. San Jeronimo 999 Pte. Mexico
Alternate Director of Parent Monterrey, N.L. 64640
and Abaco; General Counsel Mexico
and Secretary of Parent and
Abaco
Jesus Elizondo Lopez Lic. Pedro Velez 2425 Col. Progreso Mexico
Director of Parent and Monterrey, N.L. 64420
Abaco; Chief Executive Mexico
Officer of Centro de Carnes
San Francisco, S.A. de C.V.
Luis Felipe Salas Benavides Jesus Cantu Leal 1528 Sur, Mexico
Director of Parent and Col. Cerro de la Silla
Abaco; Executive Vice Monterrey, N.L. 64810
President of Farmacias Mexico
Benavides, S.A. de C.V.
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Marcelo Canales Clariond Ave Munich 175, Col. Cuauhtemoc Mexico
Director of Parent and San Nicolas de los Garza,
Abaco; Vice President for N.L. 64450, Mexico
Planning and Finance of
Grupo IMSA, S.A. de C.V.
Eduardo Camarena Legaspi Ave. San Jeronimo 999 Pte. Mexico
Director of Parent and Monterrey, N.L. 64640
Abaco; Director of Mexico
International Operations of
Parent and Confia, S.A.
Eduardo Garza T. Fernandez Valentin G. Rivero 127 Mexico
Director of Parent and Col. Los Trevino
Abaco; President of Santa Catarina, N.L. 66335
Fabricaciones y Mexico
Representaciones
Industriales, S.A. de C.V.
Enrique Mouret Benavides Jesus Cantu Leal 1528 Sur Mexico
Alternate Director of Parent Col. Cerro de la Silla
and Abaco, Chief Executive Monterrey, N.L. 64810
Officer of FAR-BEN, S.A. Mexico
de C.V.
Rafael Alonso y Prieto Ave. San Jeronimo 999 Pte. Mexico
Alternate Director of Parent Monterrey, N.L. 64640
and Abaco; Assistant Chief Mexico
Executive Officer of Abaco
Alberto Elizondo Trevino Ave. Lazaro Cardenas 2400 Pte. Mexico
Alternate Director of Parent Desp. PD16
and Abaco; Independent Garza Garcia, N.L. 66220
Technical and Administrative Mexico
Consultant
Jesus Gonzalez Elizondo Presidente Masarik 169 Mexico
Director of Abaco; Chief Col. Polanco Mexico, D.F. 11570
Executive Officer, Salinas Y Mexico
Rocha, S.A. de C.V.
Manuel Turrent Diaz Kilometro 30 1/2 de la Carr. Mex-Oro Mexico
Director of Abaco; President Fracc. Hacienda del Parque
of Desarrollo Programado, Cuautitian Izcall, Edo de Mex 54769
S.A. de C.V.
Jose Ma. Garza Ponce Zaragoza 1000 Sur, Mezz 1 Mexico
Director of Parent and Monterrey, N.L.
Abaco; Chairman of the Mexico
Board of Constructora Garza
Ponce, S.A. de C.V.
<PAGE>
Salvador Martinez Garza Montenegro 2337 Mexico
Director of Parent and Col. Moderna
Abaco; Chief Executive Guadalajara, Jalisco 44100
Officer of Mexicana de Mexico
Lubricantes, S.A. de C.V.
Gustavo Gonzalez Garcia Guerrero Norte 3530 Mexico
Director of Parent and Col. Norte
Alternate of Abaco; Chief Monterrey, N.L. 64500
Executive officer of Mexico
Autolineas Mexicanas, S.A.
de C.V.
Oscar Villarreal Aguero Kilometro 30 1/2 de la Carr. Mex-Oro Mexico
Alternate Director of Abaco; Hacienda Sierra Vieja 2
Chief Executive Officer of Fracc. Hacienda del Parque
Desarrollo Programado, Cuautitian Izcall, Edo de Mex 54769
S.A. de C.V.
Jose Ma. Garza Trevino Zaragoza 1000 Sur Mexico
Alternate Director of Parent Mezz 1
and Abaco; Chief Executive Monterrey, N.L.
Officer of Constructora Mexico
Garza Ponce, S.A. de C.V.
Francisco Vizcaino Gutierrez La Luna 2495 Mexico
Alternate Director of Parent Col. Jardines del Bosque
and Abaco; President of Sea Guadalajara, Jalisco 44520
Star Holding Company Mexico
Jose Roble Flores Fernandez Ave. San Jeronimo 999 Pte. Mexico
Alternate Secretary of Parent Monterrey, N.L. 64640
and Abaco; Legal Counsel of Mexico
Parent and Abaco
Enrique Marcos Giacoman Padre Mier 167 Pte. Mexico
Alternate Director of Parent Monterrey, N.L. 64000
and Abaco; General Mexico
Manager of Tiendas "El Sol"
Federico Richardson Lamas Ave. San Jeronimo 999 Pte. Mexico
Alternate Director of Parent Monterrey, N.L. 64640 Mexico
and Abaco
Ismael Garza T. Gonzalez Juan I. Ramon 506 Ote. Desp. 300 Mexico
Alternate Director of Parent Monterrey, N.L.
Mexico
<PAGE>
Juan Zurita Lagunes Amazonas 240, Desp. 10, Mexico
Director of Parent; Col. Del Valle
Chairman of the Board of Garza Garcia, N.L.
Club Hacienda Tequisqiapan, Mexico
S.A.
Sergio T. Martinez Arrieta Ave. San Jeronimo 999 Pte. Mexico
Alternate Director of Parent, Edificio Anexo
Partner of Martinez Arrieta Monterrey, N.L. 64640 Mexico
y Asociados, S.C.
Jose Carlos Villarreal Ave. San Jeronimo 999 Pte. Mexico
Martniz Edificio Anexo
Alternate Director of Parent Monterrey, N.L. 64640 Mexico
and Abaco; Treasurer and
Chief Financial Officer of
Confia, S.A.
Franciso E. Quintanilla Montes Rocallosos 505 Sur Mexico
Director of Financial Residencial San Agustin
Controls of Parent and Garza Garcia, N.L. 66260
Abaco; Secretary of Mexico
Holdings and Acquisition
Sub
A-6
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