DRESDNER BANK AG /FI
SC 13G/A, 1997-02-11
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<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                          (Amendment No.   1   )*
                                         ------

                               Mark VII, Inc.
                     ----------------------------------
                              (Name of Issuer)

                                   Common
                     ----------------------------------
                       (Title of Class of Securities)

                                570414 10 2
                     ----------------------------------
                              (CUSIP Number)

   Check the  following box if a fee is being paid with this statement / /.  (A
fee is not required only if the filing person:  (1) has a previous statement on
file reporting  beneficial  ownership of more than five percent of the class of
securities  described in Item 1;  and (2)  has  filed no  amendment  subsequent
thereto reporting  beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

   *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 the disclosures provided in a prior page.

   The information  required in 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).


                        (Continued on following page(s))


                              Page 1 of  4  Pages
                                        --- 

<PAGE>

CUSIP No. 570414 10 2                 13G                 Page  2  of  4  Pages
          -----------                                          ---    --- 

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

         Dresdner Bank AG 13-2722082
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  /X/
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
         Frankfurt, Germany
- -------------------------------------------------------------------------------
Number of Shares              (5) Sole Voting
 Beneficially                       Power                  -0-
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting
 Person With                        Power                  -0-
                             --------------------------------------------------
                              (7) Sole Dispositive
                                    Power                  -0-
                             --------------------------------------------------
                              (8) Shared Dispositive
                                    Power                  -0-
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
         603,500
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
         13.1%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
         BK, HC
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

                                                          Page  3  of  4  Pages
                                                               ---    --- 

ITEM 1(A)    NAME OF ISSUER:

             Mark VII, Inc.

ITEM 1(B)    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

             10100 N.W. Executive Hill Blvd.
             Kansas City, Missouri  64153

ITEM 2(A)    NAME OF PERSON FILING:

             Dresdner Bank AG
    
ITEM 2(B)    ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

             Jurgen-Ponto-Platz 1
             60301 Frankfurt, Germany

ITEM 2(C)    CITIZENSHIP:

             German Bank
    
ITEM 2(D)    TITLE OF CLASS OF SECURITIES:

             Common

Item 2(e)    CUSIP Number:

             570414 10 2

ITEM 3.      IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B),
             OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

    (g)   [X]  Parent Holding Company in accordance with Section
240.13d-1(b)(ii)(G) under the Securities Exchange Act of 1934.  *See Exhibit A.

<PAGE>

                                                          Page  4  of  4  Pages
                                                               ---    --- 

ITEM 4.      OWNERSHIP.

             See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Page.

ITEM 5.      OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
    
             If this statement is being filed to report the fact that as of the
             date hereof the reporting person has ceased to be the beneficial
             owner of more than five percent of the class of securities, check
             the following [  ].


ITEM 6.      OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
             ANOTHER PERSON.

             Not Applicable.

ITEM 7.      IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
             THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

             See Exhibit A.

ITEM 8.      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
             GROUP.

             Not Applicable.

ITEM 9.      NOTICE OF DISSOLUTION OF GROUP.

             Not Applicable.

ITEM 10.     CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.

Dr. Reinhard Pruesche

By /s/William L. Price
    William L. Price
    Attorney-in-Fact

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.

Dresdner Bank AG

Dr. Reinhard Preusche                 February 7, 1997
    General Assistant Manager

By /s/ William L. Price
   William L. Price
    Attorney-in-Fact    

<PAGE>

                              EXHIBIT A

Dresdner Bank AG ("Dresdner") is an international banking organization
headquartered in Frankfurt, Germany. RCM Capital Management, L.L.C. ("RCM"),
a wholly owned subsidiary of Dresdner, is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.

Dresdner has filed this Schedule 13G pursuant to Rule 13d-1(b)(ii)(G) under the
Securities Exchange Act of 1934. Dresdner has beneficial ownership of the
securities reported on this Schedule 13G only to the extent that Dresdner may be
deemed to have beneficial ownership of securities deemed to be beneficially
owned by RCM.

Dresdner is responsible for the timely filing of Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning
Dresdner contained therein.



DRESDNER BANK AG

Dr. Reinhard Pruesche                 February 7, 1997

By /s/ William L. Price
    William L. Price
    Attorney-in-Fact



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