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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. 1)*
Mark VII Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
57041410
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(CUSIP Number)
*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
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg Pincus Asset Management, Inc.
13-2673503
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER 1,483,700
NUMBER OF 6. SHARED VOTING POWER 433,200
SHARES
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 1,970,900
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER 0
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,970,900
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.41%
12. TYPE OF REPORTING PERSON*
Investment Advisor
*SEE INSTRUCTION
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1 Date: 1/12/98
Fee Being Paid: No
Item 1 (a) Name of issuer: Mark VII Inc.
Item 1 (b) Address of issuer's principal executive offices:
965 Ridge Lake Blvd.
Memphis, TN 38120
Item 2 (a) Name of person filing:
Warburg Pincus Asset Management, 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 Stock
Item 2 (e) Cusip No.: 57041410
Item 3 Type of Person: Investment Advisor
Item 4 (a) Amount beneficially owned: 1,970,900
Item 4 (b) Percent of class: 21.41%
Item 4 (c) (i) sole power to vote: 1,483,700
(ii) shared power to vote: 433,200
(iii) sole power to dispose: 1,970,900
(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 Asset Management, Inc. serves as Investment Advisor to many
accounts. The securities which are the subject of this report are owned
by our accounts. None of these accounts, individually, own more than 5%
of the securities which are the subject of this report.
Item 7 Identification and classification of subsidiary: Not Applicable
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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
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Linda S. Iovan
Vice President
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