SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)*
THE UNIMARK GROUP, INC.
--------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
-----------------------------------------
(Title of Class of Securities)
904789104
--------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 21, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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).
(Continued on following pages)
Page 1 of 6 Pages
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Page 2 of 6 Pages
SCHEDULE 13D
CUSIP No. 904789104
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
MEXICO STRATEGIC ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 5,454,500\1\
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,454,500\1\
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,454,500\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
39.13%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
\1\ See Item 6.
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Page 3 of 6 Pages
This Amendment No. 2 to Schedule 13D relates to Common Shares, par
value $0.01 per share (the "Shares"), of The UniMark Group, Inc. (the "Issuer").
This Amendment No. 2 supplementally amends the initial statement on Schedule 13D
dated July 7, 1998 and all amendments thereto (collectively, the "Initial
Statement"), filed by the Reporting Person (as defined below). This Amendment
No. 2 is being filed by the Reporting Person to report that as a result of the
recent acquisition of Shares of the Issuer, the number of Shares of which the
Reporting Person currently may be deemed to be the beneficial owner has
increased by more than one percent. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of Mexico Strategic
Advisors LLC (the "Reporting Person") and relates to Shares and the options to
acquire certain Shares (the "Options") held for the account of M&M Nominee LLC,
a Delaware limited liability company ("M&M").
Item 3. Source and Amount of Funds or Other Consideration.
M&M expended approximately $352,195 of its working capital to
purchase the Shares reported herein as being acquired since August 29, 1998 (60
days prior to the date hereof).
The securities which will be held for the account of M&M may
be held through margin accounts maintained with brokers, which extend margin
credit as and when required to open or carry positions in its margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firm's credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein acquired for the account of
M&M were acquired or disposed of for investment purposes. Neither the Reporting
Person nor, to the best of its knowledge, any of the other persons identified in
response to Item 2, has any plans or proposals that relate to or would result in
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Person reserves the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Person, MSIF, Madera and/or M&M, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed the beneficial owner of
the 5,454,500 Shares held for the account of M&M (approximately 39.13% of the
total number of Shares outstanding assuming exercise of the Options held for the
account of M&M). This number consists of (i) 3,454,500 Shares held for the
account of M&M and (ii) 2,000,000 Shares issuable upon exercise of the Options
held for the account of M&M.
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Page 4 of 6 Pages
(b) The Reporting Person (by virtue of the Advisory Contract)
has the sole power to direct the voting and disposition of the Shares held for
the account of M&M.
(c) Except for the transactions disclosed in Annex A hereto,
all of which were effected in routine brokerage transactions, there have been no
transactions effected with respect to the Shares since August 29, 1998 (60 days
prior to the date hereof) by the Reporting Person and/or M&M.
(d) M&M and its members have the right to participate in the
receipt of dividends from, or proceeds from the sale of, securities, including
the Shares and Options, held for the account of M&M in accordance with their
membership interests in M&M.
(e) Not applicable.
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Page 5 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: October 28, 1998
MEXICO STRATEGIC ADVISORS LLC
By: /s/ Miriam Rebling
----------------------------------------
Miriam Rebling
Manager
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Page 6 of 6 Pages
ANNEX A
RECENT TRANSACTIONS IN THE
COMMON STOCK OF THE UNIMARK GROUP, INC.
Date of Number of Price Per
For the Account of Transaction Activity Shares Share
- ------------------ ----------- -------- ------- ------
<S> <C> <C> <C> <C>
M&M Nominee 10/6/98 BUY 1,000 $2.375
10/9/98 BUY 47,000 $2.415
10/14/98 BUY 25,000 $2.375
10/19/98 BUY 5,000 $2.375
10/20/98 BUY 50,000 $2.356
10/21/98 BUY 21,000 $2.250
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