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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Mark VII INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
57041410
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (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 cover 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).
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SCHEDULE 13G
CUSIP No. 57041410
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Counsellors, Inc.
13-2673503
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 ___________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
416,550
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 76,000
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 589,150
PERSON 8 SHARED DISPOSITIVE POWER
WITH
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,150
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.02%
12 TYPE OF REPORTING PERSON*
Investment Adviser
*SEE INSTRUCTION
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.: Date: December 6, 1995
Fee Being Paid: Yes
Item 1 (a) Name of issuer: Mark VII Inc.
Item 1 (b) Address of issuer's principal executive offices:
Suite 200
10100 NW Executive Hills Blvd.
Kansas City, MO 64153
Item 2 (a) Name of person filing:
Warburg, Pincus Counsellors, Inc.
Item 2 (b) Address of principal business office:
466 Lexington Avenue
New York, NY 10017
Item 2 (c) Citizenship: United States
Item 2 (d) Title of class of securities: Common
Item 2 (e) Cusip No.: 57041410
Item 3 Type of Person: Investment Adviser
Item 4 (a) Amount beneficially owned: 589,150
Item 4 (b) Percent of class: 12.02%
Item 4 (c) (i) sole power to vote: 416,550
(ii) shared power to vote: 76,000
(iii) sole power to dispose: 589,150
(iv) shared power to dispose: 0
Item 5 Ownership of 5 percent or less of a class: Not Applicable
Item 6 Ownership of more than 5 percent on behalf of another person:
Warburg, Pincus Counsellors, Inc. serves as Investment Adviser to
many accounts. The securities which are the subject of this report
are owned by our accounts. None of these accounts, individually,
own
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more than 5% of the securities which are the subject of this report.
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of the group: Not
Applicable
Item 9 Notice of dissolution of the 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 purpose or
effect.
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.
/s/ Linda S. Iovan
Linda S. Iovan
Vice President
