<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE UNIMARK GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
904789 10 4
(CUSIP Number)
Rafael Vaquero Bazan
The UniMark House
P.O. Box 229
Argyle, Texas 76226
(817) 491-2992
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 18, 1998
(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 disclosure
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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 904789 10 4
PAGE 2 OF 15
Filed Pursuant to Rule 13D-1
<TABLE>
<S> <C>
(1) NAME OF REPORTING PERSON Asesorias Garza Jasso,S.C.
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE ITEM 3) 00
(5) CHECK IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Mexico
NUMBER OF (7) SOLE VOTING POWER (SEE ITEM 5) 0
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 500,000
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER (SEE ITEM 5) 0
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 500,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED 500,000
BY EACH REPORTING PERSON (SEE ITEM 5)
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW [X]
(11) EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY 5.8%
AMOUNT IN ROW (11)
(14) TYPE OF REPORTING PERSON CO
</TABLE>
- --------------------------------------
(1) Each of the Scheduled Persons listed in Annex 1 hereto share voting and
investment power with respect to the shares owned by Asesorias Garza
Jasso, S.C.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 904789 10 4
PAGE 3 OF 15
Filed Pursuant to Rule 13D-1
<TABLE>
<S> <C>
(1) NAME OF REPORTING PERSON Rafael Vaquero Bazan
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE ITEM 3) 00
(5) CHECK IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Mexico
NUMBER OF (7) SOLE VOTING POWER (SEE ITEM 5) 226,236
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 500,000(2)
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER (SEE ITEM 5) 226,236
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 500,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED 726,236
BY EACH REPORTING PERSON (SEE ITEM 5)
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW [X]
(11) EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY 8.4%
AMOUNT IN ROW (11)
(14) TYPE OF REPORTING PERSON IN
</TABLE>
- ---------------------------------------
(2) Mr. R. Vaquero shares voting and investment power with each of the
Scheduled Persons listed in Annex 1 as attached hereto with respect to
the shares owned by Asesorias Garza Jasso, S.C.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 904789 10 4
PAGE 4 OF 15
Filed Pursuant to Rule 13D-1
<TABLE>
<S> <C>
(1) NAME OF REPORTING PERSON Eduardo Vaquero Bazan
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE ITEM 3) 00
(5) CHECK IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Mexico
NUMBER OF (7) SOLE VOTING POWER (SEE ITEM 5) 42,981
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 500,000 (3)
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER (SEE ITEM 5) 42,981
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 500,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED 542,981
BY EACH REPORTING PERSON (SEE ITEM 5)
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW [X]
(11) EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY 6.3%
AMOUNT IN ROW (11)
(14) TYPE OF REPORTING PERSON IN
</TABLE>
- ----------------------------------
(3) Mr. E. Vaquero shares voting and investment power with each of the
Scheduled Persons listed in Annex 1 as attached hereto with respect to
the shares owned by Asesorias Garza Jasso, S.C.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 904789 10 4
PAGE 5 OF 15
Filed Pursuant to Rule 13D-1
<TABLE>
<S> <C>
(1) NAME OF REPORTING PERSON Pedro Vaquero Garcia
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE ITEM 3) 00
(5) CHECK IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Mexico
NUMBER OF (7) SOLE VOTING POWER (SEE ITEM 5) 63,000
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 500,000 (4)
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER (SEE ITEM 5) 63,000
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 500,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED 563,000
BY EACH REPORTING PERSON (SEE ITEM 5)
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW [X]
(11) EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY 6.5%
AMOUNT IN ROW (11)
(14) TYPE OF REPORTING PERSON IN
</TABLE>
- -----------------------------------
(4) Mr. P. Vaquero shares voting and investment power with each of the
Scheduled Persons listed in Annex 1 as attached hereto with respect to
the shares owned by Asesorias Garza Jasso, S.C.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 904789 10 4
PAGE 6 OF 15
Filed Pursuant to Rule 13D-1
<TABLE>
<S> <C>
(1) NAME OF REPORTING PERSON Fernando Camacho Casas
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE ITEM 3) 00
(5) CHECK IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Mexico
NUMBER OF (7) SOLE VOTING POWER (SEE ITEM 5) 206,565
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 500,000 (5)
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER (SEE ITEM 5) 206,565
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 500,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED 706,565
BY EACH REPORTING PERSON (SEE ITEM 5)
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW [X]
(11) EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY 8.2%
AMOUNT IN ROW (11)
(14) TYPE OF REPORTING PERSON IN
</TABLE>
- -----------------------------
(5) Mr. Camacho shares voting and investment power with each of the
Scheduled Persons listed in Annex 1 as attached hereto with respect to
the shares owned by Asesorias Garza Jasso, S.C.
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 904789 10 4
PAGE 7 OF 15
Filed Pursuant to Rule 13D-1
<TABLE>
<S> <C>
(1) NAME OF REPORTING PERSON Jose Martinez Brohez
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE ITEM 3) 00
(5) CHECK IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Mexico
NUMBER OF (7) SOLE VOTING POWER (SEE ITEM 5) 46,800
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 500,000 (6)
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER (SEE ITEM 5) 46,800
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 500,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED 546,800
BY EACH REPORTING PERSON (SEE ITEM 5)
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW [X]
(11) EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY 6.36%
AMOUNT IN ROW (11)
(14) TYPE OF REPORTING PERSON IN
</TABLE>
- -----------------------------------------
(6) Mr. Brohez shares voting and investment power with each of the
Scheduled Persons listed in Annex 1 as attached hereto with respect to
the shares owned by Asesorias Garza Jasso, S.C.
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 904789 10 4
PAGE 8 OF 15
Filed Pursuant to Rule 13D-1
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to the common stock, par
value $.01 per share, of The UniMark Group, Inc., a Texas corporation. Its
principal executive offices are located at UniMark House, Bartonville, Texas
76226.
This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D dated February 27, 1998 (the "Initial Statement"), filed by
Asesorias Garza Jasso, S.C. This Amendment No. 1 is being filed by Asesorias
Garza Jasso, S.C. to include Exhibit 7D, a fair and accurate English translation
of the first amendment to the General Partnership Agreement, pursuant to Rule
306 of Regulation S-T of the Securities Act of 1933, as amended, which was
omitted from the filing of the Initial Statement. The Initial Statement is
supplementally amended as follows.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7A -- Stock Purchase Agreement between Jorn Budde
and Asesorias Garza Jasso, S.C. (1)
Exhibit 7B -- Promissory Note between Asesorias Garza
Jasso, S.C. and Jorn Budde (1)
Exhibit 7C -- Pledge Agreement between Asesorias Garza
Jasso, S.C. and Jorn Budde (1)
Exhibit 7D -- English translation of the first amendment
of the General Partnership Agreement,
pursuant to Rule 306 of Regulation S-T of
the Securities Act of 1933, as amended (2)
----------------------------------------
(1) Filed with the initial statement on Schedule 13D dated
February 27, 1998, filed by Asesorias Garza Jasso, S.C.
(2) Filed herewith.
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 904789 10 4
PAGE 9 OF 15
Filed Pursuant to Rule 13D-1
SIGNATURE
After reasonable inquiry, I certify that to the best of my knowledge
and belief the information set forth in this statement is true, complete and
correct.
Dated: October 15, 1998
ASESORIAS GARZA JASSO, S.C.
By: /s/ Rafael Vaquero Bazan
---------------------------------
Rafael Vaquero Bazan
General Partner
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
Exhibit 7A -- Stock Purchase Agreement between Jorn Budde
and Asesorias Garza Jasso, S.C. (1)
Exhibit 7B -- Promissory Note between Asesorias Garza
Jasso, S.C. and Jorn Budde (1)
Exhibit 7C -- Pledge Agreement between Asesorias Garza
Jasso, S.C. and Jorn Budde (1)
Exhibit 7D -- English translation of the first amendment
of the General Partnership Agreement,
pursuant to Rule 306 of Regulation S-T of
the Securities Act of 1933, as amended (2)
</TABLE>
--------------
(1) Filed with the initial statement on Schedule 13D dated
February 27, 1998, filed by Asesorias Garza Jasso, S.C.
(2) Filed herewith.
<PAGE> 1
Page 10 of 15
EXHIBIT 7D
[English translation of the first amendment to the
General Partnership Agreement of
Asesorias Garza Jasso, G.P., originally written in Spanish]
VOLUME VII
BOOK (2). FOLIO (42). WRITING NUMBER (2572).
In the municipality of Montemorelos, Nuevo Leon, United Mexican States,
at the 25th day of the month of February of 1998, I, Francisco Gonzalez Salazar,
Notary Public Number 68, with jurisdiction in this municipality, beyond and in
the general area, Nuevo Leon, Mexico, with headquarters in the first, I hereby
probate the actions and resolutions by the assembly of partners named "Asesorias
Garza Jasso", G.P., in the following terms:
The public accountant Pedro Garza Salazar appears, in his role as
special representative of the assembly of partners of "Asesorias Garza Jasso",
G.P., on this 16th day of February of 1998, to probate the actions and
resolutions of said Assembly, which resolutions have been shown to me and I, the
Notary, swear I have personal knowledge of, such resolutions authorizing and
approving the following:
"In the city of Leon, Gto. being the 16th (sixteenth)hour of the 16th
(sixteenth) day of February of 1998 (nineteen hundred ninety-eight) taking place
in the registered office of Asesorias Garza Jasso, G.P., an assembly of
partners, and in attendance: Pedro Garza Salazar and Professor Norma Jasso
Sanchez, who are owners of 100% of the actual capital of the partnership.
By common agreement, both partners determined the following:
ORDER OF THE DAY
FIRST: Increase the capital of the partnership in an amount equivalent to
$2,500,000.00 (U.S.).
SECOND: Name the agents or representatives.
THIRD: Name a representative to probate and formalize the agreements made.
After general comments regarding the advisability of effecting stock exchange
investments suitable for the partnership by means of the admitting new partners,
the following was determined:
Page 10 of 15
<PAGE> 2
Page 11 of 15
AGREEMENTS
FIRST: It is unanimously approved to increase the capital in an amount
equivalent to $2,500,000.00 (U.S.), which amount will be contributed as follows:
<TABLE>
<S> <C>
Lic. Rafael Vaquero Bazan $ 100,000.00
Ing. Pedro Vaquero Garcia 105,000.00
Ing. Pedro Vaquero Bazan 100,000.00
Ing. Eduardo Vaquero Bazan 95,000.00
Ing. Carlos Vaquero Bazan 100,000.00
Ing. Lorenzo Zambrano Trevino 500,000.00
Lic. Jose Martinez Brohez 100,000.00
Ing. Rafael Hernandez 100,000.00
Dr. David Madero Gonzalez 100,000.00
Ing. Pedro Villarreal 100,000.00
Lic. Jorge Gutierrez Welsh 500,000.00
Lic. Fernando Camacho 100,000.00
Lic. Enrique Portilla 100,000.00
Ing. Francisco Domenech T. 100,000.00
Sr. Pedro Garza Salazar 100,000.00
------------------------------ -------------
$2,500,000.00
</TABLE>
The time period allowed to contribute such amounts will be one year, authorizing
the partnership to contract the credit necessary to have the funds immediately
available. The same will be liquidated in the amounts of the contributions set
forth above. Professor Norma Jasso Sanchez expressly renounces her right of
preference in the present increase of capital.
SECOND: It is agreed to authorize Rafael Vaquero Bazan and/or Eduardo Vaquero
Bazan all the powers mentioned in clause 10 of the statutes of partnership, any
of which power they may enforce without limitation.
THIRD: Public Accountant Pedro Garza Salazar is authorized to appear before the
Notary Public to probate the resolutions approved and adopted in this meeting by
the partners in order to legally effectuate and validate such actions and
resolutions.
<PAGE> 3
Page 12 of 15
There being no other issues to address, the session ended at 6 p.m. Adjourning:
for proof of the present resolutions, the same was signed by the partners.
Professor Norma Jasso Sanchez. Pedro Garza Salazar. Signed."
With authority pursuant to the above, public accountant Pedro Garza
Salazar, in his role as Special Representative of the assembly of partners of
"Asesorias Garza Jasso", G.P., authorizes the following:
CLAUSES:
SOLELY: Pursuant to these resolutions and their legal effects, the
resolutions of the assembly of partners of "Asesorias Garza Jasso", G.P.,
meeting on the 16th of February, 1998, are hereby probated.
GENERAL:
Pursuant to Article 128 of the Law of the Body of Notaries in effect, I
declare:
Being originally from General Terrain, Nuevo Leon, with my birth date
being on September 18, 1945, Mexican by birth, son of Mexican parents, of legal
age, married, Public Accountant, being current in my payments of income tax,
without confirmation with the Federal Register of the Taxpayer Number
GASP-450918, with residence in Condominio Torres del Country 1001 18 B.
Campestro, en Leon, Guanajuato and in passing through this City.
LEGAL STATUS:
The gentleman C.P. Pedro Garza Salazar, declares under oath that he
represents the company "Asesorias Garza Jasso", G.P., has legal capacity and
represents that such authority has not been revoked or limited, the same being
justified by the following documents:
a.) with the resolutions that remain duly probated.
b.) with the First Amendment of the Public Deed number
15,121, dated March 14, 1989, authorized by the sworn testimony of Lic. Luis
Ernesto Aranda Villalobos, Qualified Public Notary of the Public Notary number
41, in the city of Leon, of the state of Guanajuato, which contains the
constitution of the partnership "Asesorias Garza Jasso", G.P., the same which
carried the previous Permit number 01240, dated the 9th day of January of 1989,
authorized by the Secretary of Exterior Relations in Tlatelolco, D.F., being in
the process of registry of this First Amendment: To the referred Amendment it is
transcribed:
<PAGE> 4
Page 13 of 15
".... CLAUSES: FIRST. Those appearing constitute a General Partnership named
"Asesorias Garza Jasso", G.P. That such name will be followed by the words
"General Partnership" or its initials "G.P." SECOND: The purpose of the
partnership is as follows: 1. Contribute professional services in independent
form, in one's own name or in the name of a third party. To procure and/or
receive all classes of technical, consulting, supervising or collaboration in
the administration, operation and commercialization of the firm. The services
may be, including, but not limited to, among others: bookkeeping, administrative
and financial supervision, establishment of internal controls, elaboration of
studies and projects of investment, implementation of registry and control
systems, whether manual or by electronic processing of data, elaboration of
budgets or financial statements or official reports; auditing of the management
of insurance and finances; preparation of administrative and statistical
reports, intervention in legal proceedings of any kind; collaboration in
financial, administrative, operational or commercial issues. 2. Act as
representatives, agents , commissioners, intermediaries or distributors of civil
or commercial firms, whether they be domestic or foreign. Administer or acquire
for transfer of commercial credits or documents to be paid and inherent
activities. 3. Acquisition of personal property or real property, necessary or
suitable for social aims, like that to give them in security of his own loan of
third parties; authorize or receive guarantees, deposits or mortgages. 4. In
general, the execution of any other legal activity, acts or negotiations, be
they civil, administrative or commercially related to the previous aims,
obtaining beforehand the corresponding authorizations in case they are
necessary, including the elaboration of the contracts of the kind that would be,
as they are; manufacturing, leasing of personal or real property, professional
services, etc. THIRD: The head office of the partnership is the City of Leon,
State of Guanajuato, Republic of Mexico. FOURTH: The duration of the partnership
will be 99 years, beginning the date of the signing of this writing. FIFTH: The
capital of the partnership is the amount of $1,000,000 (one million pesos),
national money, composed of subscriptions and paid in effect, in the following
form: the public accountant Mr. Pedro Garza Salazar $500,000.00 (five hundred
thousand pesos), national money. Mrs. Norma Jasso Sanchez $500,000.00 (five
hundred thousand pesos), national money. SIXTH: The profits and losses will be
shared in proportion to the contributions of the partners.
TENTH: The administration of the partnership will be confided in two
administrators, designated to that effect the public accountant Mr. Pedro Garza
Salazar and Mrs. Norma Jasso Sanchez, who will have separately and without
limitation, powers conferred by Article 2229 (two thousand two hundred
twenty-nine) of the Civil Code of the State of Guanajuato and they will have
broad powers to accomplish the operations that constitute the objective
<PAGE> 5
Page 14 of 15
of the partnership and they will represent the partnership with all types of
powers, including, but not limited to, the following: general power for lawsuits
and collections, with all the general and special powers that require authority
or special clauses in conformity with the law; for administrative acts and acts
of control or ownership, in the terms of the first three paragraphs of Article
2064 (two thousand sixty-four) of the Civil Code for the State of Guanajuato,
its correlatives of the Civil Codes of the other Federative Entities, remaining
expressly authorized to present complaints and criminal actions; to ratify them;
to authorize pardons; to constitute co-assistants of the Department of the
Public Prosecutor and in the civil part; to withdraw from actions and appeals
and from the protective orders; to negotiate; to bind arbitrations; to
articulate and absolve positions; to make assignments of property; to recuse; to
receive payments; to concede appointments and stays; to auction off; to request
awards or sales of property; to sign with any authority all types of title; of
credit, in terms of Fraction I First of Article 98. Ninth of the General Law of
Credit Titles and Operations, to authorize general or special powers and to
revoke the same..."
Document that I attest having reviewed and I attach a copy of the same
to the Appendix of the present writing.
NOTARY ATTESTATION:
I, the notary, attest: a). To the truth of the act; b). That the person
appearing before me is personally known to me and has in my judgment sufficient
legal capacity to contract and obligate himself without any understanding to the
contrary; c). That I reviewed the documents authorized above; d). That I
complied with the requirements of the Law of the Notary; e). That I read this
writing to the person appearing before me and made known to such person their
right to read the same; f). That I explained its validity and legal
significance; and g). That I probate its conformity and sign today, the (25)
twenty-fifth of February of (1998) nineteen hundred ninety-eight. I attest.
C.P. Pedro Garza Salazar. Signed. Before me: Lic. Francisco Gonzalez
Salazar. Illegible signature and Notary Seal of Authority.
I immediately authorize the present instrument, today the (25)
twenty-fifth of February of (1998) nineteen hundred ninety-eight, the date which
the same was signed. I attest.
Lic. Francisco Gonzalez Salazar. Illegible signature and Notary Seal of
Authority.
<PAGE> 6
Page 15 of 15
The first amendment, taken from its originals found in the Volume, Book
and Folio first mentioned and of the appendix of the same. It is drawn up on (4)
four pages duly compared and corrected, for use of the Partnership "Asesorias
Garza Jasso", General Partnership, in the City of Montemorelos, Nuevo Leon, at
the (26) twenty-sixth day of the month of February of (1998) nineteen hundred
ninety-eight. I attest.
LIC. FRANCISCO GONZALEZ SALAZAR
PUBLIC NOTARY NUMBER 68
GOSF-380705_AD.
SIGNATURE
After reasonable inquiry, I certify that to the best of my knowledge
and belief the information set forth above is a fair and accurate English
translation of the first amendment to the General Partnership Agreement of
Asesorias Garza Jasso, S.C.
Dated: October 15, 1998
ASESORIAS GARZA JASSO, S.C.
By: /s/ Rafael Vaquero Bazan
--------------------------------
Rafael Vaquero Bazan
General Partner
