SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Mark IV Industries, Inc.
(Name of Registrant as Specified In Its Charter)
Richard L. Grenolds
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 1-11(c)(1)(ii), 14A (i) (1), or 14a 6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction applies:
________________________________________________________________
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 1-11: (1)
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
MARK IV INDUSTRIES, INC.
501 John James Audubon Parkway
P.O. Box 810
Amherst, New York 14226-0810
____________________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 21, 1998
____________________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Mark
IV Industries, Inc., a Delaware corporation ("Mark IV" or the "Company"), will
be held at the Buffalo Marriott, 1340 Millersport Highway, Amherst, New York,
on Tuesday, July 21, 1998, at 11:00 a.m., Eastern Daylight Savings Time, for
the following purposes:
1. To elect two Class II Directors to hold office until the 2001
Annual Meeting and until a successor has been elected and
qualified.
2. To take action upon and transact such other business as may be
properly brought before the meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of business on May 27, 1998,
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the Annual Meeting.
Stockholders who do not expect to attend the meeting in person are urged
to vote, sign and date the enclosed proxy and return it promptly in the
envelope enclosed for that purpose.
GERALD S. LIPPES
Secretary
Dated: May 29, 1998
<PAGE>1
MARK IV INDUSTRIES, INC.
501 John James Audubon Parkway
P.O. Box 810
Amherst, New York 14226-0810
_______________________________
PROXY STATEMENT
This Proxy Statement and the accompanying form of proxy are being
furnished in connection with the solicitation, by the Board of Directors of
Mark IV Industries, Inc., a Delaware corporation ("Mark IV" or the "Company"),
of proxies to be voted at the Annual Meeting of Stockholders to be held at the
Buffalo Marriott, 1340 Millersport Highway, Amherst, New York, on Tuesday,
July 21, 1998, at 11:00 a.m., Eastern Daylight Savings Time, and at any
adjournment or adjournments thereof. The close of business on May 27, 1998,
has been fixed as the record date for the determination of stockholders
entitled to receive notice of and to vote at the meeting. On May 27, 1998,
the Company had outstanding 59,144,317 shares of Common Stock, the holders of
which are entitled to one vote per share. The date of this Proxy Statement is
the approximate date on which the Proxy Statement and form of proxy were first
sent or given to stockholders.
The cost of solicitation of proxies in the accompanying form will be
borne by the Company, including expenses in connection with preparing and
mailing this Proxy Statement. In addition to the use of the mails, proxies
may be solicited by personal interviews and telephone by directors, officers
and employees of the Company. Arrangements will be made with brokerage
houses, banks and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of Common Stock,
and the Company will reimburse them for reasonable out-of-pocket expenses
incurred by them in connection therewith.
<PAGE>2
The affirmative vote of a plurality of the shares of Common Stock
represented in person or by proxy at the Annual Meeting is required for the
election of Directors. All shares of Common Stock represented by valid
proxies received pursuant to this solicitation, and not revoked, will be voted
in accordance with the choices specified; where no specification is made with
respect to any item submitted to a vote, such shares will be voted for the
election as Directors of the persons named under the caption "Election of
Directors." Since the proxy confers discretionary authority to vote upon
other matters that properly may come before the Annual Meeting, shares
represented by signed proxies returned to the Company will be voted in
accordance with the judgment of the person or persons voting the proxies on
any other matters that properly may be brought before the meeting.
With regard to the election of Directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect. Under the rules of the New York Stock Exchange, Inc.,
brokers who hold shares in street names for customers have the authority to
vote on certain items when they have not received instructions from the
beneficial owners. Brokers that do not receive instructions are entitled to
vote on the election of Directors, without specific instructions from such
customers. If a broker indicates on the proxy that it does not have
discretionary authority to vote certain shares, those shares will not be
considered as present and entitled to vote.
The execution of a proxy will not affect a stockholder's right to attend
the Annual Meeting and to vote in person. A stockholder who executes a proxy
may revoke it at any time before it is exercised, by giving written notice to
the Secretary, by appearing at the Annual Meeting and so stating, or by
submitting another duly executed proxy bearing a later date.
<PAGE>3
ELECTION OF DIRECTORS
The By-laws of the Company provide that the Board of Directors shall
consist of not less than three nor more than six Directors who shall be
divided into three classes, with the term of one class expiring each year.
The Board of Directors is presently comprised of six members: William P.
Montague and Joseph G. Donohoo, Class I Directors whose terms expire in 2000;
Gerald S. Lippes and Herbert Roth, Jr., Class II Directors whose terms expire
in 1998; and Sal H. Alfiero and Clement R. Arrison, Class III Directors whose
terms expire in 1999. At the Annual Meeting of Stockholders in 1998, two
Class II Directors shall be elected to hold office for a term expiring in
2001. Gerald S. Lippes and Herbert Roth, Jr. have been nominated by the Board
of Directors for election as such Class II Directors. The Directors will be
elected by a plurality of the votes cast at the meeting. Stockholders do not
have cumulative voting rights with respect to the election of Directors.
Unless instructions to the contrary are received, it is intended that
the shares represented by proxies will be voted for the election of Gerald S.
Lippes and Herbert Roth, Jr., who are presently Directors and have previously
been elected by the stockholders. If Messrs. Lippes and Roth should become
unavailable for election for any reason, it is intended that the shares
represented by the proxies solicited herewith will be voted for such other
persons as the Board of Directors shall designate. The Board of Directors has
no reason to believe that Messrs. Lippes and Roth will be unable or unwilling
to serve if elected to office.
The following information is provided concerning the Directors and the
nominees for election as Class II Directors:
SAL H. ALFIERO, age 60, has been Chairman of the Board and Chief
Executive Officer of the Company since its incorporation. Mr. Alfiero serves
as a Director of Phoenix Home Life Mutual Insurance Company and is also a
Director of Marine Midland Bank. He holds a B.S. degree in Aeronautical
Engineering from Rensselaer Polytechnic Institute and holds an M.B.A. degree
from the Harvard Graduate School of Business Administration.
WILLIAM P. MONTAGUE, age 51, has been employed by the Company since
April 1972 and was elected President and a Director effective March 1, 1996.
He was previously a Vice President of the Company since May 1974 and was
elected Executive Vice President and Chief Financial Officer in March 1986.
He holds both a B.S. degree in accounting and an M.B.A. degree from Wilkes
University and is a certified public accountant. He is also a Director of
Gibraltar Steel Corporation and Gleason Corp.
GERALD S. LIPPES, age 58, has been general counsel, Secretary and a
Director of the Company since its incorporation. He has been engaged in the
private practice of law in Buffalo, New York, since 1965 and is a partner of
the firm of Lippes, Silverstein, Mathias & Wexler LLP, Buffalo, New York. Mr.
Lippes is also a Director of Gibraltar Steel Corporation.
<PAGE>4
CLEMENT R. ARRISON, age 68, has been a Director of the Company since
November 1976. He was President of the Company from 1976 until his retirement
effective March 1, 1996. Mr. Arrison holds a B.S. degree in engineering from
the University of Michigan and holds a professional engineering license.
JOSEPH G. DONOHOO, age 79, has been a Director of the Company since its
incorporation. He is Chairman of the Board of The Gibson Group, Inc.
("Gibson"), a marketer of paper board, and Chairman of the Board of Clinch
River Corporation, a manufacturer of semi-chemical corrugating material.
Clinch River is a majority owned subsidiary of Gibson.
HERBERT ROTH, JR., age 69, has been a Director of the Company since
September 1985, having been Chairman of the Board and Chief Executive Officer
of LFE Corporation prior to its acquisition by Mark IV in July 1985. Mr.
Roth also serves as a Director of Boston Edison Company; Phoenix Home Life
Mutual Insurance Company; Landauer, Inc.; Tech/Ops Sevcon, Inc.; and Phoenix
Total Return Fund, Inc., and is a Trustee of Phoenix Series Fund, Phoenix
Multi Portfolio Fund, and The Big Edge Series Fund.
The Board of Directors recommends a vote FOR the election of Messrs.
Lippes and Roth as Class II Directors.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended February 28, 1998, the Board of Directors
held a total of ten meetings. Each Director attended at least 75% of the
aggregate number of meetings of the Board of Directors and meetings held by
all committees of the Board of Directors on which he served.
Audit Committee
The Board of Directors has a standing Audit Committee comprised of
Messrs. Donohoo, Roth and Lippes. The duties of the Audit Committee consist
of reviewing with the Company's independent auditors and its management, the
scope and results of the annual audit, the scope of other services provided by
the Company's auditors, proposed changes in the Company's financial and
accounting standards and principles, the Company's policies and procedures
with respect to its internal accounting, auditing and financial controls, and
making recommendations to the Board of Directors on the engagement of the
independent auditors. The Audit Committee held three meetings during fiscal
1998.
Compensation Committee
The Compensation Committee, which consists of Messrs. Donohoo and Roth,
held one meeting during fiscal 1998. The Compensation Committee reviews and
recommends the compensation arrangements for officers and other senior
management personnel.
<PAGE>5
Other Committees
The Board of Directors does not have a standing executive or nominating
committee.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information regarding the
Directors and executive officers of the Company.
Term as
Positions and Offices Director
Name Age with the Company Expires
- ------------------------ --- --------------------- -------
Sal H. Alfiero ........ 60 Chairman of the Board
and Chief Executive Officer 1999
William P. Montague .... 51 President and Director 2000
Gerald S. Lippes*....... 58 Secretary and Director 1998
Clement R. Arrison...... 68 Director 1999
Joseph G. Donohoo ...... 79 Director 2000
Herbert Roth, Jr.*...... 69 Director 1998
Kurt J. Johansson....... 56 Senior Vice President --
Giuliano Zucco.......... 50 Vice President --
Richard F. Bing......... 51 Vice President --
John J. Byrne........... 49 Vice President and
Chief Financial Officer --
Frederic L. Cook........ 51 Senior Vice President-
Administration --
Richard L. Grenolds..... 48 Vice President and Chief
Accounting Officer --
Douglas J. Fiegel....... 50 Vice President, Financial
Control & Reporting --
Patricia A. Richert..... 47 Vice President and Chief
Information Officer --
Mark G. Barberio........ 36 Treasurer --
Bruce A. McNiel **...... 49 Senior Vice President --
* Nominee for Class II Director at fiscal 1998 Annual Meeting.
** Resigned his position with the Company as of February 1, 1998.
Recent business experience of the Directors is set forth above under
"Election of Directors." Recent business experience of the executive officers
who are not also Directors is as follows:
KURT J. JOHANSSON was elected Senior Vice President of the Company in
December 1994 and is President of the Company's Mark IV Automotive business
segment, headquartered in Solvesborg, Sweden, with responsibility for its
worldwide operations. Mr. Johansson has been employed by the Company since
October 1990. Mr. Johansson studied at the School of Economics and Business
Administration in Stockholm, Sweden, as well as at the Technical University in
Gothenburg, Sweden.
GIULIANO ZUCCO was elected Vice President of the Company in March 1997,
and is Executive Vice President of the Company's Mark IV Automotive business
segment. Mr. Zucco has been employed by the Company since January 1991 and is
based in Turin, Italy. Mr. Zucco holds an Engineering degree and an M.B.A.
degree from the University in Turin, Italy.
<PAGE>6
RICHARD F. BING was elected Vice President of the Company in May 1997,
and is President of Mark IV Industrial's Dayco Industrial Division, based in
Miamisburg, Ohio. Mr. Bing has been employed by the Company since 1976,
serving in various roles from Plant Manager of successively larger
manufacturing facilities, to Director of Manufacturing, and Vice President -
Materials Management and Procurement. He holds a B.S. degree in physical
science from Rutgers University and is certified in production and inventory
management.
JOHN J. BYRNE has been employed by the Company since September 1973 and
was elected Vice President and Chief Financial Officer in March 1996. He has
been a Vice President since March 1986 and was elected Vice President -
Finance of the Company in March 1988. He holds a B.S. degree in accounting
from Pennsylvania State University and an M.B.A. degree from Canisius College.
FREDERIC L. COOK was elected Senior Vice President - Administration in
March 1988, and prior thereto, he had been Vice President - Finance of the
Company since May 1986. Prior to joining the Company in 1986, Mr. Cook was a
tax partner with the accounting firm of Coopers & Lybrand L.L.P., where he was
employed for 19 years. He holds a B.S. degree in accounting from the
Rochester Institute of Technology and is a certified public accountant.
RICHARD L. GRENOLDS was elected Vice President and Chief Accounting
Officer in July 1989. Prior to joining the Company in 1989, Mr. Grenolds was
a general practice partner with the accounting firm of Coopers & Lybrand
L.L.P., where he was employed for 17 years. He holds a B.S. degree in
accounting from the Rochester Institute of Technology and is a certified
public accountant.
DOUGLAS J. FIEGEL was elected Vice President, Financial Control and
Reporting in 1990. Prior to that he was the Company's Controller since
joining the Company in 1986. He holds a B.B.A. degree in accounting from
Niagara University and is a certified public accountant.
PATRICIA A. RICHERT has been employed by the Company since 1973, and has
been Vice President and Chief Information Officer since 1990. From August
1994 to August 1996, she was also Dayco's Vice President of Information
Technology. She holds a B.S. degree in accounting from the University of
Buffalo.
MARK G. BARBERIO was elected Treasurer of the Company in August 1997.
Mr. Barberio has been employed by the Company since 1985 serving in various
accounting and finance roles, and in August 1995 was appointed Director-Global
Treasury. He holds a B.S. degree in accounting from the Rochester Institute
of Technology and an M.B.A. degree from the State University of New York at
Buffalo.
BRUCE A. MCNIEL resigned his position with the Company effective as of
February 1, 1998. Prior to his resignation, Mr. McNiel served as a Senior
Vice President of the Company and was President of the Company's Mark IV
Industrial business segment. Mr. McNiel had been employed by Dayco since
1977, and prior to his appointment as President of Dayco in March 1993, served
in numerous executive positions, including Executive Vice President of Sales
and Marketing, and Senior Vice President of Finance and Administration.
<PAGE>7
<TABLE>
<CAPTION>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following Summary Compensation Table sets forth all compensation earned by the Company's Chief Executive Officer,
and each of the Company's other four most highly compensated executive officers (the "Named Executive Officers"), for the
Company's fiscal year ended February 28, 1998. Comparable information has been presented for each of the Company's two
preceding fiscal years, except for information related to Mr. Zucco, who became an Executive Officer of the Company at the
beginning of fiscal 1998.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
----------------------------------------- ---------------------------------
Awards Payouts
----------------------- --------
Restricted Securities All Other
Name and Principal Fiscal Other Annual Stock Underlying LTIP Compensation
Position Year Salary (A) Bonus(A) Compensation(B)(C) Awards (D) Options Payouts (E)(F)(G)(H)(I)
- --------------------- ----- --------- ---------- ----------------- --------- ---------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sal H. Alfiero -
Chairman of the Board 1998 $750,000 $ 375,000 $ 94,061 - 42,000 - $502,710
and Chief Executive 1997 $750,000 $1,150,000 $273,404 - - - $541,827
Officer 1996 $521,000 $ 521,000 $ 60,631 - 55,125 - $338,072
William P. Montague -
President and Director 1998 $500,000 $250,000 $ 3,195 - 26,250 - $183,936
1997 $500,000 $500,000 $ 59,465 - - - $151,253
1996 $400,000 $400,000 $ 1,526 - 38,587 - $120,131
Kurt J. Johansson -
Senior Vice President 1998 $400,000 $200,000 - - 21,000 - $190,000
1997 $375,000 $375,000 - - - - $ 75,000
1996 $300,000 $187,500 - - 38,587 - $ 68,850
Giuliano Zucco -
Vice President 1998 $375,000 $187,500 - - 21,000 - $116,000
John J. Byrne -
Vice President and 1998 $255,000 $127,500 $ 52 - 10,500 - $ 47,916
Chief Financial Officer 1997 $255,000 $255,000 $ 20,476 - - - $ 55,817
1996 $196,000 $196,000 $ 104 $ 44,678 16,536 - $ 39,933
Bruce A. McNiel 1998 $320,800 $ 75,000 - - 21,000 - $ 5,600
Senior Vice President 1997 $325,000 $325,000 - - - - $ 73,850
(Resigned effective
February 1, 1998) 1996 $300,000 $187,500 - - 38,587 - $ 68,850
<FN>
<PAGE>8
Notes To Summary Compensation Table
(A) The Company's Non-Qualified Deferred Compensation Arrangements (as defined in Note F below) enable
participants to defer up to 100% of their current salary and/or cash bonus to be hypothetically
invested for a pre-determined fixed period of time. All deferred amounts are included in the amounts
shown for "Annual Compensation" in the Summary Compensation Table for each of the years in which the
compensation was earned.
(B) Amounts for fiscal 1998 represent tax reimbursements paid to offset the tax effects of the Company's
life insurance program and related compensation element under the rules of the Internal Revenue Code
("IRC").
(C) The Company made temporary advances to certain of the Named Executive Officers during fiscal 1998, in
accordance with its Executive Loan Program. All such advances, and related interest expense, were
paid-off by the Named Executive Officers as of the end of the year. The maximum amount of advances
outstanding during fiscal 1998 amounted to $3,000,000; $1,100,000; $70,000 and $400,000 for Messrs.
Alfiero, Montague, Zucco and Byrne, respectively.
(D) The amounts represent the value of restricted stock awards as of the date of grant. Dividends on the
Company's Common Stock are paid currently to the holders of the restricted shares. At the end of
fiscal 1998, the cumulative number of restricted shares of the Company's Common Stock, and related
fair market value, held by Messrs. Alfiero, Montague, Johansson, Byrne and McNiel were 319,070
shares - $7,418,378; 8,408 shares - $195,486; 2,026 shares - $47,605; 2,026 shares - $47,105 and
2,026 shares - $47,105, respectively.
(E) The Company's contributions to its tax-qualified retirement and 401(k) savings plan were $6,400 for
each of Messrs. Alfiero, Montague and Byrne and $5,600 for Mr. McNiel in fiscal 1998. All such
amounts have been included in the "All Other Compensation" column.
(F) As a supplement to the Company's tax-qualified retirement and 401(k) savings plan, the Named Executive
Officers participate in one of the Company's non-qualified deferred compensation plans ("Deferred
Compensation Arrangements"). Amounts allocated in fiscal 1998 under the terms of the Deferred
Compensation Arrangements amounted to $159,165; $95,398; $40,000; $37,500 and $37,964 for Messrs.
Alfiero, Montague, Johansson, Zucco and Byrne, respectively. All such amounts have been included in
the "All Other Compensation" column. The earnings on amounts allocated under the terms of the
Deferred Compensation Arrangements are equal to the greater of the cumulative investment returns which
would be realized if the executive officer's account was 100% invested in the Company's Common Stock
("equity based earnings") or in an interest bearing account ("interest based earnings"). The earnings
amounts are not deemed to be compensation under the rules of the Securities and Exchange Commission
(the "SEC"), and therefore are not included in the Summary Compensation Table.
<PAGE>9
(G) As a citizen/resident of Sweden, Mr. Johansson participates in a defined contribution pension plan
which requires the Company to pay a certain percentage of his compensation to an insured retirement
account on his behalf. The Company also provides for the cost of certain social benefits for Mr.
Johansson, which is consistent with benefits provided other management level personnel in Sweden. The
total cost to the Company for these retirement and social benefits were approximately $150,000 in
fiscal 1998 and such amount is included in the "All Other Compensation" column.
(H) As a citizen/resident of Italy, Mr. Zucco participates in a statutory defined contribution indemnity
plan which requires the Company to allocate a certain percentage of his compensation to a separate
unfunded account maintained by the Company on his behalf. The Company also provides for the cost of
certain social benefits for Mr. Zucco, which is consistent with benefits provided other management-
level personnel in Italy. The total cost to the Company for these indemnity and social benefits was
approximately $78,500 in fiscal 1998 and such amount is included in the "All Other Compensation"
column.
(I) Includes amounts deemed to be compensation under the rules of the SEC related to the present value of
the premium payments made by the Company for the benefit of certain of the Named Executive Officers
under the Company's split-dollar life insurance program. Such amounts in fiscal 1998 amounted to
$337,145; $78,943; and $3,500 for Messrs. Alfiero, Montague, and Byrne, respectively. The premium
payments will ultimately be recovered by the Company to the extent of the cash surrender value of the
policies.
</FN>
</TABLE>
<PAGE>10
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
- ---------------------------------
The following table sets forth information with respect to the named executive officers concerning
options granted to each of them during fiscal 1998.
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Appreciation
Individual Grants For Option Term
- ---------------------------------------------------------------------------- ----------------------------
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Price Expiration
Name Granted Fiscal Year (A) (Share) Date 5% (B) 10% (B)
- -------------- -------- ------------- -------------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Sal H. Alfiero 42,000 11.8% $22.26 03/07/07 $ 587,993 $ 1,490,089
William P. Montague 26,250 7.4% $22.26 03/07/07 $ 367,495 $ 931,305
Kurt J. Johansson 21,000 5.9% $22.26 03/07/07 $ 293,996 $ 745,044
Giuliano Zucco 21,000 5.9% $22.26 03/07/07 $ 293,996 $ 745,044
John J. Byrne 10,500 2.9% $22.26 03/07/07 $ 146,998 $ 372,522
Bruce A. McNiel 21,000 5.9% $22.26 03/07/07 $ 293,996 $ 745,044
All Shareholders (C) N/A N/A N/A N/A $864,148,384 $2,189,921,671
<FN>
(A) Options become exercisable in cumulative annual increments of 25% beginning one year from the date of
grant; however, options become immediately exercisable in full upon the optionee's disability, retirement
or death, or upon a Change in Control of the Company.
(B) Represents the potential appreciation of the options, determined by assuming an annual compounded rate of
appreciation of 5% and 10% per year over the ten-year term of the grants. Such assumed annual rates of
appreciation of 5% and 10% would result in the price of the Company's stock increasing 62.9% and 159.4%,
respectively, over a ten-year time frame. The amounts set forth are not intended to forecast future
appreciation, if any, of the stock price.
(C) Represents the potential appreciation for all shareholders over a ten-year period, assuming 59.1 million
shares outstanding and a closing market price of $23.25 per share at February 27, 1998, and assuming the
same annual rates of appreciation of 5% and 10% over the subsequent ten-year period.
</FN>
</TABLE>
<PAGE>11
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
- ---------------------------------------------------------------------------------
The following table sets forth information with respect to the Named Executive Officers concerning the
exercise of options during fiscal 1998 and unexercised options held at the end of fiscal 1998.
Value of Securities
Number of Securities Underlying
Underlying Unexercised In
Shares Unexercised Options The Money Options
Acquired At Fiscal Year-End At Fiscal Year-End (A)
On Value ------------------------- ------------------------
Name Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sal H. Alfiero -- -- 116,551 99,227 $815,674 $440,688
William P. Montague -- -- 82,018 55,815 $707,846 $235,848
Kurt J. Johansson -- -- 63,637 49,045 $489,871 $207,015
Giuliano Zucco -- -- 23,085 37,401 $159,106 $129,820
John J. Byrne -- -- 28,204 23,180 $238,690 $100,747
Bruce A. McNiel -- -- 75,663 49,047 $834,043 $201,946
<FN>
____________________
(A) Represents the difference between the closing market value of the Company's Common Stock on February
27, 1998 ($23.25) and the exercise price of such options.
</FN>
</TABLE>
<PAGE>12
EMPLOYMENT AGREEMENTS
The Company has employment agreements ("Employment Agreements") with
each of the Named Executive Officers. The Employment Agreements for Messrs.
Alfiero, Montague and Byrne are dated March 1, 1995 and provide for an initial
term of five years, which is automatically extended for an additional 12-month
period on each annual anniversary date. The Employment Agreement for Mr.
Johansson is dated January 1, 1995 and provides for an initial term of three
years, which is automatically extended annually for an additional 12-month
term after the initial term. The Employment Agreement for Mr. Zucco is
verbal, and includes benefits and provisions in substantially the same manner
as provided to Mr. Johansson. An executive officer who is a party to an
Employment Agreement is eligible to receive cash bonuses as part of the
Company's Executive Bonus Plan (the "Bonus Plan"), and participate in the
Company's various other benefit and incentive plans. The Employment Agreements
do not provide for a minimum bonus amount.
The Employment Agreements for Messrs. Alfiero, Montague and Byrne
provide that in the event the Company terminates the executive prior to age 61
for any reason other than Cause (as defined), such executive shall be entitled
to receive a lump sum severance benefit equal to the greater of two and
one-half times the sum of such executive's base salary plus bonus earned for
the 12-month period immediately preceding the date of his termination, or five
times the executive's then current base salary, in each case including amounts
deferred at the option of the executive. In the event of termination after
the executive attains age 61, such severance benefit is reduced by 20% per
year, beginning at age 61, so that no severance benefit is paid if the
executive is terminated at age 65. The Employment Agreements for Messrs.
Johansson and Zucco provide that in the event of termination, they shall be
entitled to receive a benefit equal to one and one-half times their base
salary, payable over an 18-month period, plus a pro rata allocation of the
bonus they would have been entitled to receive for the fiscal year had they
not been terminated.
The Employment Agreements further provide for severance benefits upon a
"Change in Control" of the Company. The events that trigger a Change in
Control under the Employment Agreements include (i) certain consolidations or
mergers, (ii) certain sales or transfers of substantially all of the Company's
assets, (iii) the approval of the Company's shareholders of a plan of
dissolution or liquidation of the Company, (iv) the acquisition of 20% or more
of the Company's outstanding Common Stock by certain persons (other than the
Company's executive officers and directors, whether individually or as a
group) and (v) certain changes in the membership of the Company's Board of
Directors. If the executive's employment is terminated within three years of
a Change in Control, other than for Cause, he will be entitled to receive a
lump sum severance payment equal to three times the average of his total cash
compensation during the three-year period immediately preceding his
termination, plus medical and life insurance benefits for the rest of his
life. The Employment Agreements define such total cash compensation to
include amounts deferred at the option of the executive. The payments and
benefits payable in the event of a Change in Control are not subject to any
limitations that would prevent them from being considered "excess parachute
payments" subject to excise tax payments or corporate deduction disallowance
under the IRC. Therefore, such lump sum severance payments could require
<PAGE>13
excise tax payments on the part of the executive, and deduction disallowance
on the part of the Company. In such instance, the impact of the excise tax
payments on the executive would be reimbursed to the executive by the Company,
including taxes the executive would incur on the reimbursement itself.
In addition, upon a termination other than for Cause, or upon retirement
and eligibility to receive benefits under the Company's tax-qualified defined
contribution plan (the "Retirement Plan"), Messrs. Alfiero, Montague and Byrne
will be entitled to receive from the Company an additional benefit computed as
if the Retirement Plan was not subject to limits imposed on tax-qualified
plans by the IRC or ERISA. Such amounts are included in the amounts accrued
for such executive officers under the Deferred Compensation Arrangements, and
included under the column entitled "All Other Compensation" in the Summary
Compensation Table.
Messrs. Johansson and Zucco do not participate in the Company's tax-
qualified defined contribution plan; however, as provided for in their
Employment Agreements, they are participants in the Company's Deferred
Compensation Arrangements. The annual allocation to their accounts is equal
to a maximum of 20% of their base salary. The allocation in any given year
is made only to the extent that the Company's performance is sufficient to
allow a bonus award under the terms of the Company's Bonus Plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is designed to attract and
retain top quality executives and to provide them with both an incentive and a
reward for superior performance. The program includes three principal
components - base salary, annual bonus opportunities and long-term incentives.
The program is administered by the Compensation Committee of the Board of
Directors, the members of which are outside Directors who are not employees of
the Company.
The Compensation Committee generally reviews base salary levels for
executive officers each year. Salaries are adjusted to the extent the
Compensation Committee believes is appropriate, taking into account the
executives' and the Company's performance, and other factors the Compensation
Committee deems relevant each year. During fiscal 1998, the Compensation
Committee reviewed Mr. Alfiero's annual base salary, giving consideration to
the period of time since his previous increase (March 1996), their assessment
of his commitment to the Company to date, the Company's consolidated earnings
and stock market performance, and comparisons of the Company's performance to
that of companies within its Peer Group (as hereinafter defined). The
Compensation Committee also reviewed the annual base salaries of Messrs.
Montague and Byrne as of the same date, giving similar consideration to their
assessment of the executives' commitment and the Company's earnings and
operating performance. In spite of the Compensation Committee's very favorable
assessment of Mr. Alfiero's performance, as well as that of Messrs. Montague
and Byrne, it was determined that an increase in their annual base salaries
was not appropriate during fiscal 1998. Such decision was based upon the
relative performance of the Company's stock in recent times in comparison to
that of companies in the Peer Group, as well as in comparison to the
performance of companies in the broader S&P MidCap 400 and S&P 500 industry
<PAGE>14
groups. The Compensation Committee determined it appropriate to increase Mr.
Johansson's annual base salary by $25,000 (6.7%) during fiscal 1998, giving
special consideration to his role in directing the efforts of the Company's
Automotive business segment. As part of Mr. Zucco's election as Vice
President of the Company at the beginning of fiscal 1998, the Compensation
Committee established his annual base salary to be $375,000.
Annual bonus awards are determined according to the terms of the
Company's Bonus Plan, which has been approved by shareholders as "performance-
based" in accordance with the rules of the IRC. All of the Company's
executive officers participate in this Bonus Plan, which allows them the
opportunity to earn a bonus of up to 200% of their base salary if the
Company's earnings reach a specified target, as established by the
Compensation Committee. No bonus is payable unless the Company achieves its
projected earnings target. Further, no bonus is payable if the target is
projected to be less than the actual earnings during the prior fiscal year.
Under the terms of the Bonus Plan, the Compensation Committee does not have
any authority to modify the bonus amounts as computed by the bonus plan
formulas.
Although the Company exceeded its projected earnings per share target
for fiscal 1998, Mr. Alfiero, and each of the other executive officers,
requested that their bonus awards be limited to 50% of their base salary
earned in fiscal 1998. The Compensation Committee accepted such request, and
the bonuses were awarded at the 50% level. By comparison, bonuses equal to
100% of base salaries were awarded to the participants in prior years. The
net result of the Compensation Committee's decisions for fiscal 1998 is that
Mr. Alfiero's total Annual Compensation (Salary, Bonus and Other categories
from the Summary Compensation Table) represents a decrease of approximately
$550,000 (31%) from the comparable amount earned in fiscal 1997 (a decrease of
nearly $1,000,000 (44%) if the special bonus award is considered for fiscal
1997). Corresponding amounts for Messrs. Montague and Byrne reflect a
decrease in fiscal 1998 of approximately $300,000 (29%) and $150,000 (28%),
respectively.
As a result of the bonus component of these compensation arrangements, a
significant portion of the executive officers' annual cash compensation is
directly linked to the operating performance of the Company, which the
Compensation Committee believes helps to maximize the individual effort of all
executive officers on a consistent basis.
The Compensation Committee believes periodic grants of incentive stock
options to the Company's executives to be appropriate long-term incentive
compensation to reward the executives for their efforts to date, and provide
an incentive element geared to the long-term growth in the market value of the
Company's stock. In the beginning of fiscal 1998, the Compensation Committee
determined it appropriate to grant an incentive stock option to Mr. Alfiero to
acquire 42,000 shares of the Company's Common Stock at an exercise price equal
to the fair market value of the Common Stock at the date of grant. The
Compensation Committee also determined it appropriate to grant options to the
other Named Executive Officers in fiscal 1998 to acquire a total of 78,750
shares of the Company's Common Stock, also at an exercise price equal to the
fair market value of the Common Stock at the date of grant.
<PAGE>15
The Compensation Committee has reviewed the Annual Compensation of Mr.
Alfiero in comparison to the amounts earned by the Chief Executive Officers of
the companies included in the Peer Group. Based on this review, the
Compensation Committee has determined that Mr. Alfiero's total base salary and
bonus in fiscal 1998 is at the 46th percentile in comparison to the
compensation earned by each of the Chief Executive Officers of the Peer Group
companies (which compares to being at the 83rd percentile in the previous
fiscal year). The Compensation Committee also reviewed the Annual
Compensation in total for all of the Named Executive Officers of the Company
in comparison to the amounts earned by the named executive officers in the
Peer Group companies, and found the Company's total of such compensation for
fiscal 1998 to also be at the 46th percentile on a comparable basis (also at
the 83rd percentile in the previous fiscal year). Such compensation amounts
for Mr. Alfiero individually, and in total for the Named Executive Officers as
a group, are viewed by the Compensation Committee to be appropriate, for the
reasons identified above.
Federal tax legislation ("IRC 162(m)") limits publicly-held companies
such as Mark IV from deducting for tax purposes certain compensation paid to
any named executive officer in excess of $1,000,000 annually. The tax
deductibility of amounts paid by the Company to its executive officers through
fiscal 1998 has not been affected by IRC 162(m), and it is anticipated that
the deduction limitations imposed by IRC 162(m) will not significantly impact
the Company for several years.
In summary, the Compensation Committee believes that the compensation
program for the Company's executive officers is appropriate and serves the
best interests of the Company and its stockholders.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
MARK IV INDUSTRIES, INC.
Joseph G. Donohoo Herbert Roth, Jr.
PEER GROUP COMPARISONS AND PERFORMANCE GRAPH
The companies included in the Peer Group are diversified manufacturing
companies with whom investment analysts have compared or grouped the
Company,and include the following:
- - Cooper Industries, Inc. - M.A. Hanna Company
- - Dana Corporation - Illinois Tool Works, Inc.
- - Dover Corporation - Johnson Controls, Inc.
- - Federal Mogul Corporation - MascoTech, Inc.
- - First Brands Corporation - Parker Hannifin Corporation
- - Gencorp, Inc. - Aeroquip-Vickers, Inc.
<PAGE>16
The following graph plots the growth in value of an initial $100
investment, with dividends reinvested, over the five-year period ended on
February 28, 1998, the end of the Company's most recent fiscal year. The
graph compares the performance of the Company's Common Stock to the
performance of the equity securities of the companies in the Peer Group. The
Peer Group's performance has been weighted based upon the relative market
capitalization of the Peer Group companies over the same five-year period
ended February 28, 1998.
The graph also compares the performance of the Company's Common Stock to
the performance of the companies included in the S&P Midcap 400 Index and the
S&P 500 Index over the same five-year period ended February 28, 1998. The S&P
Midcap 400 Index, which includes the Common Stock of the Company, is an
aggregate measure of the performance of the equity securities of 400 companies
with market capitalization in the range of $200 million to $14.4 billion. The
average market capitalization of companies in the S&P Midcap 400 Index is
approximately $2.5 billion, in comparison to the Company's market
capitalization of approximately $1.5 billion at February 28, 1998, which makes
it an appropriate broad-based market performance comparison for the Company.
The S&P 500 Index, which does not include the Common Stock of the Company, is
an aggregate measure of the performance of the equity securities of 500
companies chosen for market size, liquidity and industry group representation.
The companies included in the S&P 500 Index have a market capitalization in
the range of $483 million to $282 billion, and an average market
capitalization of approximately $17.3 billion. The S&P 500 Index has been
included as a comparison since it tends to be a very common overall measure of
the stock market's performance followed by institutional and individual
investors.
COMPARATIVE CUMULATIVE TOTAL RETURNS
1993 1994 1995 1996 1997 1998
Mark IV $100 $114 $124 $131 $161 $170
Peer Group $100 $118 $114 $147 $177 $261
S&P Midcap 400 $100 $115 $117 $151 $177 $241
S&P 500 $100 $108 $116 $157 $198 $267
<PAGE>17
COMPENSATION OF DIRECTORS
Directors who are not also executive officers of the Company receive an
annual retainer for their services and participate in a bonus plan which is
separate from the Bonus Plan in which the Company's executive officers
participate. The annual retainer paid to each of Messrs. Donohoo, Roth, and
Arrison was $34,500 in fiscal 1998. The Company also made incentive awards
under its bonus plan of $17,250 each to Messrs. Donohoo, Roth and Arrison in
fiscal 1998. Directors who are also executive officers of the Company do not
receive any additional compensation for their services as Directors.
Directors do not receive any additional compensation for their services as a
member of any committee of the Board of Directors.
The Company's Non-Qualified Deferred Compensation Plan for Non-Employee
Directors of the Company (the "Directors' Deferred Compensation Plan") allows
the non-employee Directors of the Company to elect to defer receipt of up to
100% of their annual retainer and/or bonus for a pre-determined, fixed period
of time. The earnings on such deferred amounts are equal to the greater of
the cumulative investment returns which would be realized if the Director's
account was simultaneously invested in the Company's Common Stock and a
savings account bearing interest at a rate equal to 120% of the Applicable
Federal Rate.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10%
of a registered class of the Company's equity securities, to file with the SEC
and the New York Stock Exchange initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than 10% shareholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with
during the fiscal year ended February 28, 1998.
<PAGE>18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of May 19, 1998 (except as
otherwise noted) with respect to all stockholders known by the Company to be
the beneficial owners of more than 5% of its outstanding Common Stock, each
Director, each Named Executive Officer in the Summary Compensation Table, and
all Executive Officers and Directors as a group.
Number of Percent
Name Shares(1) of Class
------ --------- --------
Sal H. Alfiero ................. 4,449,962 (2) 7.5%
William P. Montague............. 799,238 (3) 1.3%
Gerald S. Lippes................ 1,629,967 (4) 2.7%
Clement R. Arrison.............. 1,490,396 (5) 2.5%
Joseph G. Donohoo............... 12,158 (6) *
Herbert Roth, Jr................ 20,103 (7) *
Kurt J. Johansson............... 75,845 (8) *
Giuliano Zucco.................. 31,783 (9) *
John J. Byrne................... 94,461 (10) *
All Executive Officers and
Directors as a Group
(15 persons)................... 8,895,814 (11) 14.9%
FMR Corporation................. 4,972,864 (12) 8.4%
New York Life Insurance Company. 3,991,797 (13) 6.7%
Lazard Freres & Co. LLC......... 3,696,826 (14) 6.2%
______________
* Less than 1%
(1) Except as otherwise indicated in the following footnotes, each person
listed in the table has both sole voting and sole investment power with
respect to the number of shares of Common Stock set forth opposite his
name. Messrs. Alfiero, Montague and Lippes, each of whom is an
executive officer of the Company, have the right to direct the Trustee
of the Company's Master Defined Benefit Pension Plan (the "Plan") with
respect to the investment by the Trustee in shares of the Company's
Common Stock and voting of the shares of the Company's Common Stock
owned by such Plan. As of May 19, 1998, the Plan owned 2,018,222 shares
of the Company's Common Stock (3.4% of the total number of shares
outstanding). Such executive officers are not participants in the Plan
and disclaim any beneficial ownership in the shares, and the shares have
not been included in the amounts listed in this table.
(2) Includes 319,070 restricted shares of Common Stock issued to Mr. Alfiero
under the Mark IV Industries, Inc. 1992 Restricted Stock Plan (the
"Restricted Plan"), as well as 142,246 shares of Common Stock issuable
under currently exercisable options granted under the Company's
Incentive Stock Option Plans (the "Option Plans"). Also includes 16,235
shares of Common Stock allocated to Mr. Alfiero's self-directed accounts
in the Company's retirement and 401(k) savings plan. Does not include
24,764 shares of Common Stock owned by the Alfiero Family Charitable
Foundation of which Mr. Alfiero is one of four directors and for which
he disclaims beneficial ownership. Also does not include 319,923
derivative shares of the Company's Common Stock, which represent the
$7,398,219 total value of Mr. Alfiero's account balance in the Company's
Deferred Compensation Arrangements, as discussed in Notes A and F to the
Summary Compensation Table.
<PAGE>19
(3) Includes 8,409 restricted shares of Common Stock issued to Mr. Montague
under the Restricted Plan, as well as 91,620 shares of Common Stock
issuable under currently exercisable options granted pursuant to the
Option Plans. Also includes 6,729 shares of Common Stock allocated to
Mr. Montague's self-directed accounts in the Company's retirement and
401(k) savings plan. Does not include 21,876 shares of Common Stock
owned by the Montague Family Charitable Foundation of which Mr. Montague
is one of four directors and for which he disclaims beneficial
ownership. Also does not include 151,648 derivative shares of the
Company's Common Stock, which represent the $3,506,860 total value of
Mr. Montague's account balance in the Company's Deferred Compensation
Arrangements, as discussed in Notes A and F to the Summary Compensation
Table.
(4) Includes 6,382 restricted shares of Common Stock issued to Mr. Lippes
under the Restricted Plan, as well as 71,771 shares of Common Stock
issuable under currently exercisable options granted pursuant to the
Option Plans. Does not include 62,667 shares of Common Stock owned by
the Lippes Family Charitable Foundation of which Mr. Lippes is one of
four directors and for which he disclaims beneficial ownership. Also
does not include 96,337 derivative shares of the Company's Common Stock,
which represent the $2,227,793 total value of Mr. Lippes' account
balance in the Company's Deferred Compensation Arrangements, as
discussed in Notes A and F to the Summary Compensation Table.
(5) Does not include 115,766 shares of Common Stock owned by the Arrison
Family Charitable Foundation of which Mr. Arrison is one of four
directors and for which he disclaims beneficial ownership.
(6) Includes 1,658 shares of Common Stock held by The Gibson Group, Inc.
Pension Fund, of which Mr. Donohoo is a trustee and has voting power.
Does not include 12,177 derivative shares of the Company's Common Stock,
which represent the $281,593 total value of Mr. Donohoo's account
balance in the Company's Deferred Compensation Arrangements, as
discussed in Notes A and F to the Summary Compensation Table.
(7) Does not include 12,305 derivative shares of the Company's Common Stock,
which represent the $284,553 total value of Mr. Roth's account balance
in the Company's Deferred Compensation Arrangements, as discussed in
Notes A and F to the Summary Compensation Table.
(8) Includes 2,027 restricted shares of Common Stock issued to Mr. Johansson
under the Restricted Plan, as well as 73,161 shares of Common Stock
issuable under currently exercisable options granted pursuant to the
Option Plans. Does not include 13,497 derivative shares of the
Company's Common Stock, which represent the $312,118 total value of Mr.
Johansson's account balance in the Company's Deferred Compensation
Arrangements, as discussed in Notes A and F to the Summary Compensation
Table.
<PAGE>20
(9) Includes 31,783 shares of Common Stock issuable under currently
exercisable options granted to Mr. Zucco pursuant to the Option Plans.
Does not include 20,766 derivative shares of the Company's Common Stock,
which represent the $480,214 total value of Mr. Zucco's account balance
in the Company's Deferred Compensation Arrangements, as discussed in
Notes A and F to the Summary Compensation Table.
(10) Includes 2,027 restricted shares of Common Stock issued to Mr. Byrne
under the Restricted Plan, as well as 32,348 shares of Common Stock
issuable under currently exercisable options granted pursuant to the
Option Plans. Also includes 3,725 shares of Common Stock allocated to
Mr. Byrne's self-directed accounts in the Company's retirement and
401(k) savings plan. Does not include 51,449 derivative shares of the
Company's Common Stock, which represent the $1,189,758 total value of
Mr. Byrne's account balance in the Company's Deferred Compensation
Arrangements, as discussed in Notes A and F to the Summary Compensation
Table.
(11) Includes 341,969 restricted shares of Common Stock issued to the group
under the Restricted Plan, as well as 561,964 shares of Common Stock
issuable under currently exercisable options granted pursuant to the
Option Plans. Also includes 37,357 shares of Common Stock allocated to
the officers' self directed accounts in the Company's retirement and
401(k) savings plan. Does not include 889,864 derivative shares of the
Company's Common Stock (1.5% of the total number of shares outstanding),
which represents the $20,578,105 total value of the group's account
balances in the Company's Deferred Compensation Arrangements, as
discussed in Notes A and F to the Summary Compensation Table.
(12) Based on information set forth in a statement on Schedule 13-G filed
with the SEC by FMR Corporation ("FMR") on February 10, 1998, FMR held
on behalf of itself 4,972,865 shares of the Company's Common Stock,
through its subsidiaries Fidelity Management Research Company (4,923,492
shares) and Fidelity Management Trust Company (49,373 shares). The
stated business address of FMR is 82 Devonshire Street, Boston, MA
02109.
(13) Based on information set forth in a statement on Schedule 13-G filed
with the SEC by MacKay-Shields Financial Corporation ("MSFC") on behalf
of itself and its parent, New York Life Insurance Company ("NYLIC") on
February 13, 1998, MSFC and NYLIC held shared voting and dispositive
power for 3,991,797 shares of the Company's Common Stock. The stated
business address of MSFC and NYLIC is 9 West 57th Street, New York, NY
10019.
(14) Based on information set forth in a statement on Schedule 13-G filed
with the SEC by Lazard Freres & Co. LLC ("Lazard") on February 13, 1998,
Lazard held on behalf of itself shared voting and dispositive power for
3,696,826 shares of the Company's common Stock. The stated business
address of Lazard is 30 Rockefeller Plaza, New York, NY 10020.
<PAGE>21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The firm of Lippes, Silverstein, Mathias & Wexler LLP, of which Mr.
Lippes, Secretary, a Director and General Counsel of the Company, is a
partner, serves as counsel to the Company. During fiscal 1998, such firm
received approximately $2,000,000 for legal services rendered to the Company.
OTHER MATTERS
The Company's management does not presently know of any matters to be
presented for consideration at the Annual Meeting other than the matters
described in the Notice of Annual Meeting. However, if other matters are
presented, the accompanying proxy confers upon the person or persons entitled
to vote the shares represented by the proxy, discretionary authority to vote
such shares in respect of any such other matter in accordance with their best
judgment.
OTHER INFORMATION
Coopers & Lybrand L.L.P. has been selected as the independent auditors
for the Company's current fiscal year and has been the Company's independent
auditors for its most recent fiscal year ended February 28, 1998.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at the
1998 Annual Meeting of Stockholders. Such representatives will have the
opportunity to make a statement, if they so desire, and will also be available
to respond to appropriate questions.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
SOLICITED, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1998, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO. Such written request should be directed
to Mark IV Industries, Inc., P.O. Box 810, Amherst, New York 14226-0810,
Attention: Investor Relations. Each such request must set forth a good faith
representation that, as of May 27, 1998, the person making the request was a
beneficial owner of securities entitled to vote at the Annual Meeting of
Stockholders.
1999 STOCKHOLDERS' PROPOSALS
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting must be received by the Company by February 2, 1999 to be considered
for inclusion in the Company's Proxy Statement and form of proxy relating to
that meeting.
The accompanying Notice and this Proxy Statement are sent by order of
the Board of Directors.
GERALD S. LIPPES
Secretary
Dated: May 29, 1998
<PAGE>22
_____________________________________________________________________
STOCKHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT THEY EXPECT TO ATTEND
THE MEETING. STOCKHOLDERS MAY NEVERTHELESS VOTE IN PERSON IF THEY DO ATTEND.
P R O X Y
MARK IV INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY 21, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints SAL H. ALFIERO, WILLIAM P. MONTAGUE and
GERALD S. LIPPES and each or any of them, attorneys and proxies, with full
power of substitution, to vote at the Annual Meeting of Stockholders of MARK
IV INDUSTRIES, INC. to be held at the Buffalo Marriott, 1340 Millersport
Highway, Amherst, New York, 14226, on Tuesday, July 21, 1998 at 11:00 A.M.
local time, and any adjournment(s) thereof, revoking all previous proxies,
with all powers the undersigned would possess if present, to act upon the
following matters and upon such other business as may properly come before the
meeting or any adjournment(s) thereof.
1. For Class II Director - Gerald S. Lippes
__ FOR __ WITHHOLD AUTHORITY
2. For Class II Director - Herbert Roth, Jr.
__ FOR __ WITHHOLD AUTHORITY
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED
ABOVE.
Dated:_______________________, 1998
____________________________________
Signature
____________________________________
Second Signature if held jointly
Please sign exactly as name appears. When
shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person. PLEASE MARK, SIGN,
DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
