8-K 1 d18112e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 30, 2004 THE UNIMARK GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) TEXAS (State or Other Jurisdiction of Incorporation) 0-26096 75-2436543 (Commission File Number) (IRS Employer Identification No.) UNIMARK HOUSE 124 MCMAKIN ROAD BARTONVILLE, TEXAS 76226 (Address of Principal Executive Offices)(Zip Code) Registrant's Telephone Number, Including Area Code (817) 491-2992 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ( ) Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ( ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) ( ) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ( ) Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On August 30, 2004, The UniMark Group, Inc. ("UniMark"), UniMark Foods, Inc., Industrias Citricolas de Montemorelos, S.A. de C.V. ("ICMOSA") and Del Monte Corporation (Del Monte") entered into a Purchase Agreement pursuant to which UniMark sold its packaged fruit business segment to Del Monte in a transaction valued at approximately $11.0 million. The transaction included the sale of all outstanding shares of UniMark's Mexican subsidiary, ICMOSA. In connection with the transaction, UniMark anticipates receiving approximately $950,000 in cash. As part of the transaction, approximately $7.0 million of defaulted ICMOSA bank debt was retired. The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. SECTION 2 - FINANCIAL INFORMATION ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS The disclosure required under this item has been provided in response to Item. 1.01 of this Current Report on Form 8-K. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. The pro forma financial information required by this item is not included in the Current Report on Form 8-K. The required pro forma financial information will be provided in an amendment to this Current Report on Form 8-K as soon as practicable, but no later than November 12, 2004. (c) Exhibits.

Exhibit Number Description ------- ----------- 10.1 Purchase Agreement between The UniMark Group, Inc., UniMark Foods, Inc., Industrias Citricolas de Montemorelos, S.A. de C.V. and Del Monte Corporation dated as of August 30, 2004 99.1 ~~Press~~The ~~Release~~UniMark Group, Inc. press release, dated ~~May~~August 2431, 2004

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. THE UNIMARK GROUP, INC. ----------------------- (Registrant) Date: September 1, 2004 /s/ David E. Ziegler ------------------------- David E. Ziegler Chief Financial Officer INDEX TO EXHIBITS

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