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 14, 1999
_____________________________________________________________________________
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 Wednesday, July 14, 1999, at 11:00 a.m., Eastern Daylight Savings Time, for
the following purposes:
1. To elect two Class III Directors to hold office until the 2002
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 21, 1999,
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 28, 1999
<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 Wednesday,
July 14, 1999, at 11:00 a.m., Eastern Daylight Savings Time, and at any
adjournment or adjournments thereof. The close of business on May 21, 1999,
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 20, 1999,
the Company had outstanding approximately 49.1 million 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 2001; and Sal H. Alfiero and Clement R. Arrison, Class III Directors whose
terms expire in 1999. At the Annual Meeting of Stockholders in 1999, two
Class III Directors shall be elected to hold office for a term expiring in
2002. Sal H. Alfiero and Clement R. Arrison have been nominated by the Board
of Directors for election as such Class III 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 Sal H.
Alfiero and Clement R. Arrison, who are presently Directors and have
previously been elected by the stockholders. If Messrs. Alfiero and Arrison
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. Alfiero and Arrison 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 III Directors:
SAL H. ALFIERO, age 61, 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 HSBC Bank Americas. 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 52, 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 59, 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 69, 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 80, has been a Director of the Company since its
incorporation. He is Chairman of the Board of HPE, Inc., a marketer of paper
board.
HERBERT ROTH, JR., age 70, 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; 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.
Alfiero and Arrison as Class III Directors.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended February 28, 1999, the Board of Directors
held a total of 7 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 2 meetings during fiscal 1999.
Compensation Committee
The Compensation Committee, which consists of Messrs. Donohoo and Roth,
held 3 meetings during fiscal 1999. 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 * ....... 61 Chairman of the Board
and Chief Executive Officer 1999
William P. Montague .... 52 President and Director 2000
Gerald S. Lippes........ 59 Secretary and Director 2001
Clement R. Arrison*..... 69 Director 1999
Joseph G. Donohoo ...... 80 Director 2000
Herbert Roth, Jr........ 70 Director 2001
Kurt J. Johansson....... 57 Senior Vice President --
Giuliano Zucco.......... 51 Vice President --
Richard F. Bing......... 52 Vice President --
John J. Byrne........... 50 Vice President and
Chief Financial Officer --
Frederic L. Cook........ 52 Senior Vice President-
Administration --
Richard L. Grenolds..... 49 Vice President and Chief
Accounting Officer --
Douglas J. Fiegel....... 51 Vice President, Financial
Control & Reporting --
Patricia A. Richert..... 48 Vice President and Chief
Information Officer --
Mark G. Barberio........ 37 Treasurer --
* Nominee for Class III Director at fiscal 1999 Annual Meeting
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.
<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, 1999. Comparable information has been presented for each of the Company's two
preceding fiscal years, except for information related to Messrs. Zucco and Bing, who became Executive Officers of the
Company near 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(A)(B)(C) Awards (D) Options Payouts (E)(F)(G)(H)
- ------------------ ----- --------- ---------- ------------------- ----------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sal H. Alfiero - 1999 $750,000 $ 375,000 $182,309 - 100,000 - $419,227
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
William P. Montague - 1999 $500,000 $250,000 $ 47,315 - 70,000 - $117,222
President and Director 1998 $500,000 $250,000 $ 3,195 - 26,250 - $180,741
1997 $500,000 $500,000 $ 59,465 - - - $151,253
Kurt J. Johansson - 1999 $450,000 $225,000 - - 50,000 - $ 44,167
Senior Vice President 1998 $400,000 $200,000 - - 21,000 - $ 40,000
1997 $375,000 $375,000 - - - - $ 75,000
Giuliano Zucco - 1999 $450,000 $225,000 - - 50,000 - $ 44,167
Vice President 1998 $375,000 $187,500 - - 21,000 - $ 37,500
Richard F. Bing - 1999 $300,000 $150,000 - - 50,000 - $ 37,825
Vice President 1998 $225,000 $112,500 - - 21,000 - $ 31,900
<FN>
<PAGE>8
Notes To Summary Compensation Table
(A) Through December 1998, the Company's Non-Qualified Deferred Compensation Arrangements (as defined in
Note F below) enabled 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. Effective in January 1999,
participants' optional account balances were capped at their December 1998 level (including interest),
and new optional deferrals were allowed only to the extent they replace earlier optional deferrals
which were scheduled to be distributed to such participants. Additionally, all such replacement
deferrals in the calendar year are hypothetically invested in the Company's Common Stock at the
closing market price as of the end of the preceding calendar year.
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. The difference between
the equivalent stock-based value of the replacement deferrals and the average investment cost which
existed under the previous arrangement, amounted to $79,300 and $42,263 for Messrs. Alfiero and
Montague, respectively. Such amounts have been included in the Other Annual Compensation column in
the Summary Compensation Table.
(B) Amounts for fiscal 1999 include tax reimbursements of $103,009 and $5,052 paid to Messrs. Alfiero and
Montague, respectively, 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 1999 in
accordance with its Executive Loan Program. All such advances, and related interest expense, were
repaid by the Named Executive Officers as of the end of the year. The maximum amount of advances
outstanding during fiscal 1999 amounted to $2,600,000 and $1,100,000 for Messrs. Alfiero and Montague,
respectively.
(D) Dividends on the Company's Common Stock are paid currently to holders of restricted shares. During
fiscal 1999, restrictions lapsed on Mr. Alfiero's 1993 award of 319,070 restricted shares. At the end
of fiscal 1999, the cumulative number of restricted shares outstanding of the Company's Common Stock,
and related fair market value, held by Messrs. Montague and Johansson were 8,408 shares - $126,646 and
2,026 shares - $30,517, respectively. The restrictions on these remaining shares lapsed in March 1999.
(E) The Company's contributions to its tax-qualified retirement and 401(k) savings plan in fiscal 1999
were $1,244; $6,400 and $9,075 for Messrs. Alfiero, Montague and Bing, respectively. All such amounts
have been included in the "All Other Compensation" column of the Summary Compensation Table.
<PAGE>9
(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 1999 under the terms of the Deferred
Compensation Arrangements amounted to $114,265; $70,859; $44,167; $44,167 and $28,750 for Messrs.
Alfiero, Montague, Johansson, Zucco and Bing, 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.
(G) As a citizen/resident of Sweden, Mr. Johansson participates in a defined benefit pension plan which
requires the Company to make annual payments to an insured retirement account on his behalf. The cost
to the Company for this defined benefit retirement plan is not included in the Summary Compensation
Table. The annual pension benefit to be paid to Mr Johansson under this plan would be in the range of
$100,000 if he were to retire at age 60 (3 years out).
(H) 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 1999 amounted to
$303,718 and $39,963 for Messrs. Alfiero and Montague, 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 1999.
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 50,000 6.04% $12.6875 12/22/08 $ 398,955 $ 1,011,030
50,000 6.04% $22.1875 03/24/08 $ 697,680 $ 1,768,058
William P. Montague 35,000 4.23% $12.6875 12/22/08 $ 279,269 $ 707,721
35,000 4.23% $22.1875 03/24/08 $ 488,376 $ 1,237,641
Kurt J. Johansson 25,000 3.02% $12.6875 12/22/08 $ 199,478 $ 505,515
25,000 3.02% $22.1875 03/24/08 $ 348,840 $ 884,029
Giuliano Zucco 25,000 3.02% $12.6875 12/22/08 $ 199,478 $ 505,515
25,000 3.02% $22.1875 03/24/08 $ 348,840 $ 884,029
Richard F. Bing 25,000 3.02% $12.6875 12/22/08 $ 199,478 $ 505,515
25,000 3.02% $22.1875 03/24/08 $ 348,840 $ 884,029
All Shareholders (C) N/A N/A N/A N/A $465,200,000 $1,178,900,000
<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 49.1 million
shares outstanding and a closing market price of $15.0625 per share at February 26, 1999, 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 1999 and unexercised options held at the end of fiscal 1999.
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 -- -- 170,498 145,280 $ - $118,750
William P. Montague -- -- 108,500 99,333 $ 88,643 $ 83,125
Kurt J. Johansson 4,018 $ 73,286 83,270 75,394 $ 11,416 $ 59,375
Giuliano Zucco -- -- 37,294 73,192 $ 2,245 $ 59,375
Richard F. Bing 6,229 $108,163 24,681 69,885 $ 12,195 $ 59,375
____________________
<FN>
(A) Represents the difference between the closing market value of the Company's Common Stock on February
26, 1999 ($15.0625) 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 and Montague 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 Agreements for Mr.
Johansson (dated January 1, 1995), and Mr. Bing (dated May 1, 1997) provide
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 provides benefits 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 and Montague 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, Zucco and Bing 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 and Montague 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, as well as Mr. Bing, 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 1999, 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). In spite of
the Compensation Committee's very favorable assessment of Mr. Alfiero's
performance, it was determined that an increase in his annual base salary was
not appropriate during fiscal 1999. Such decision was based upon the relative
performance of the Company's stock in recent times in comparison to that of
companies in the 1998 Peer Group (as defined following), as well as in
comparison to the performance of companies in the broader S&P MidCap 400 and
S&P 500 industry groups.
<PAGE>14
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 performance meets specified targets, as established by the
Compensation Committee. No bonus is payable unless the Company achieves its
specified targets. Further, no bonus is payable if the targets are projected
to be less than the comparable amounts for 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 established cash-flow target for fiscal
1999, it did not achieve its earnings per share target. As a result, the
Compensation Committee limited the bonus award for fiscal 1999 to 50% of the
executives' base salary, in contrast to the 100% identified when the targets
were established.
The net result of the Compensation Committee's decisions for fiscal 1999
is that Mr. Alfiero's total Annual Compensation (Salary and Bonus) is the same
as earned in fiscal 1998, and represented a decrease of approximately $375,000
(25%) from the comparable amount earned in fiscal 1997 (a decrease of $775,000
(41%) if the special bonus award in fiscal 1997 is considered).
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 Common Stock. In March of 1998, the Compensation Committee
determined it appropriate to grant an incentive stock option to Mr. Alfiero to
acquire 50,000 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 March of 1998 to acquire a total of 100,000
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. Such award was
keyed to the Company's fiscal 1998 performance. In December 1998, the
Compensation Committee awarded similar amounts to Mr. Alfiero and the Named
Executive Officers, also at an exercise price equal to the fair market value
of the Common Stock at the date of grant. The December 1998 award was keyed
to the Company's fiscal 1999 performance.
<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 1998 Peer Group. Based on this review, the
Compensation Committee has determined that Mr. Alfiero's total base salary and
bonus in fiscal 1999 is at the 27th percentile in comparison to the
compensation earned by each of the Chief Executive Officers of the 1998 Peer
Group companies (which compares to being at the 46th 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
1998 Peer Group companies, and found the Company's total of such compensation
for fiscal 1999 to be at the 36th percentile on a comparable basis (also at
the 46th 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.
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 1999 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
As a result of the significant number of acquisitions and divestitures
during the past several years, both Mark IV's activities and those of
automotive and industrial companies in general, the Company's management
deemed it appropriate to change the make-up of the Peer Group companies used
for comparison to Mark IV's performance. Included in the following graph is
information on both the prior year's Peer Group (the "1998 Peer Group"), as
well as the current year's Peer Group (the "1999 Peer Group").
<PAGE>16
The 1998 Peer Group was made up of the following 12 companies:
- - 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. *
* Data for these companies is no longer available, as they were merged
into or acquired by another entity during fiscal 1999.
The 1999 Peer Group is made up of the follow 15 companies:
- - Arvin Industries, Inc. - The Goodyear Tire & Rubber Comapny
- - Borg Warner Automotive, Inc. - Hayes Lemmerz International, Inc.
- - Breed Technologies, Inc. - MascoTech, Inc.
- - Coltec Industries, Inc. - Parker-Hannifin Corporation
- - Cooper Tire & Rubber Company - Simpson Industries, Inc.
- - Dana Corporation - Standard Motor Products, Inc.
- - Eaton Corporation - Walbro Corporation
- - Exide Corporation
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, 1999, 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 each of the 1998 and
1999 Peer Groups. Each of 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, 1999.
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, 1999. 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 $2.2 billion, in comparison to the Company's market
capitalization of approximately $900 million at May 20, 1999, 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 $460 million to $410 billion, and an average market capitalization of
approximately $21.8 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.
<PAGE>17
COMPARATIVE CUMULATIVE TOTAL RETURNS
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Mark IV $100 $109 $115 $142 $149 $ 98
1999 Peer Group $100 $ 90 $100 $117 $164 $119
1998 Peer Group $100 $ 97 $125 $151 $222 $209
S&P Midcap 400 $100 $102 $131 $154 $210 $214
S&P 500 $100 $107 $145 $182 $246 $295
<PAGE>18
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 1999. The Company also made incentive awards
under its bonus plan of $17,250 each to Messrs. Donohoo, Roth and Arrison in
fiscal 1999. 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, 1999.
<PAGE>19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of May 20, 1999 (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 ................. 4,489,662 (2) 9.1%
William P. Montague............. 817,454 (3) 1.7%
Gerald S. Lippes................ 1,643,250 (4) 3.3%
Clement R. Arrison.............. 1,453,036 (5) 3.0%
Joseph G. Donohoo............... 12,158 (6) *
Herbert Roth, Jr................ 25,103 (7) *
Kurt J. Johansson............... 104,226 (8) *
Giuliano Zucco.................. 50,724 (9) *
Richard F. Bing................. 46,261 (10) *
All Executive Officers and
Directors as a Group
(15 persons)................... 9,050,863 (11) 18.1%
New York Life Insurance Company. 4,603,899 (12) 9.3%
Lazard Freres & Co. LLC......... 3,837,743 (13) 7.8%
______________
* 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 20, 1999, the Plan owned 2,018,222 shares
of the Company's Common Stock (4.1% 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 193,497 shares of Common Stock issuable under currently
exercisable options granted under the Company's Incentive Stock Option
Plans (the "Option Plans"). Also includes 16,784 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 280,327 derivative shares
of the Company's Common Stock, which represent the $5,221,091 value of
Mr. Alfiero's phantom-stock-based account balance in the Company's
Deferred Compensation Arrangements, as discussed in Notes A and F to the
Summary Compensation Table.
<PAGE>20
(3) Includes 123,811 shares of Common Stock issuable under currently
exercisable options granted pursuant to the Option Plans. Also includes
7,026 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
127,909 derivative shares of the Company's Common Stock, which represent
the $2,382,301 value of Mr. Montague's phantom-stock-based account
balance in the Company's Deferred Compensation Arrangements, as
discussed in Notes A and F to the Summary Compensation Table.
(4) Includes 93,054 shares of Common Stock issuable under currently
exercisable options granted pursuant to the Option Plans. Does not
include 62,917 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
104,967 derivative shares of the Company's Common Stock, which represent
the $1,955,003 value of Mr. Lippes' phantom-stock-based 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 147,466 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 8,378 derivative shares of the Company's Common Stock,
which represent the $156,042 value of Mr. Donohoo's phantom-stock-based
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 12,296 derivative shares of the Company's Common Stock,
which represent the $229,014 value of Mr. Roth's phantom-stock-based
account balance in the Company's Deferred Compensation Arrangements, as
discussed in Notes A and F to the Summary Compensation Table.
(8) Includes 101,542 shares of Common Stock issuable under currently
exercisable options granted pursuant to the Option Plans. Does not
include 16,574 derivative shares of the Company's Common Stock, which
represent the $306,698 value of Mr. Johansson's phantom-stock-based
account balance in the Company's Deferred Compensation Arrangements, as
discussed in Notes A and F to the Summary Compensation Table.
(9) Includes 50,724 shares of Common Stock issuable under currently
exercisable options granted to Mr. Zucco pursuant to the Option Plans.
Does not include 13,830 derivative shares of the Company's Common Stock,
which represent the $257,584 value of Mr. Zucco's phantom-stock-based
account balance in the Company's Deferred Compensation Arrangements, as
discussed in Notes A and F to the Summary Compensation Table.
<PAGE>21
(10) Includes 37,560 shares of Common Stock issuable under currently
exercisable options granted pursuant to the Option Plans. Also includes
2,472 shares of Common Stock allocated to Mr. Bing's self-directed
accounts in the Company's retirement and 401(k) savings plan. Does not
include 11,717 derivative shares of the Company's Common Stock, which
represent the $218,225 value of Mr. Bing's phantom-stock-based account
balance in the Company's Deferred Compensation Arrangements, as
discussed in Notes A and F to the Summary Compensation Table.
(11) Includes 781,297 shares of Common Stock issuable under currently
exercisable options granted pursuant to the Option Plans. Also includes
39,355 shares of Common Stock allocated to the officers' self directed
accounts in the Company's retirement and 401(k) savings plan. Does not
include 849,385 derivative shares of the Company's Common Stock (1.7% of
the total number of shares outstanding), which represents the
$15,819,792 value of the group's phantom-stock-based 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 MacKay-Shields Financial Corporation ("MSFC") on behalf
of itself and its parent, New York Life Insurance Company ("NYLIC") on
February 8, 1999, MSFC and NYLIC held shared voting and dispositive
power for 4,603,899 shares of the Company's Common Stock, which amount
includes 411,429 shares which MSFC has the right to acquire through the
conversion into Common Stock of the Company's 4-3/4% Convertible
Subordinated Notes. The stated business address of MSFC and NYLIC is 9
West 57th Street, New York, NY 10019.
(13) Based on information set forth in a statement on Schedule 13-G filed
with the SEC by Lazard Freres & Co. LLC ("Lazard") on February 16, 1999,
Lazard held on behalf of itself shared voting and dispositive power for
3,837,743 shares of the Company's common Stock. The stated business
address of Lazard is 30 Rockefeller Plaza, New York, NY 10020.
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 1999, such firm
received approximately $1,500,000 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.
<PAGE>22
OTHER INFORMATION
PricewaterhouseCoopers LLP 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, 1999.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the 1999 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, 1999, 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 21, 1999, the person making the request was a
beneficial owner of securities entitled to vote at the Annual Meeting of
Stockholders.
2000 STOCKHOLDERS' PROPOSALS
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting must be received by the Company by February 1, 2000 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 28, 1999
<PAGE>23
_____________________________________________________________________________
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 14, 1999
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, 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 Wednesday, July 14, 1999 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 III Director - Sal H. Alfiero
__ FOR __ WITHHOLD AUTHORITY
2. For Class III Director - Clement R. Arrison
__ 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:_______________________, 1999
____________________________________
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.
