SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 14, 2000
Mark IV Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8862 23-1733979
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
501 John James Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (716) 689-4972
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
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Item 1. Changes in Control of Registrant.
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(a) As a result of the filing of a Certificate of Merger with
the Secretary of State of the State of Delaware on September 14, 2000,
MIV Acquisition Corporation, an entity controlled by funds advised by BC
Partners, a leading European private equity firm, was merged with and into
Mark IV Industries, Inc. ("Mark IV"), with Mark IV continuing as the
surviving corporation, in accordance with that certain Agreement and Plan of
Merger, dated as of May 26, 2000, as amended as of August 1, 2000, by and
between Mark IV and MIV Acquisition (the "Merger Agreement"). As a result of
the merger, the surviving corporation became a wholly-owned subsidiary of MIV
Holdings S.A., an entity organized under the laws of Luxembourg ("MIV
Holdings").
In the merger, all of the issued and outstanding shares of common stock,
par value $.01 per share, of Mark IV formerly held by Mark IV's public
shareholders were converted into and became the right to receive $23.00 in
cash, without interest, subject to the terms of the Merger Agreement. The
aggregate amount of consideration paid for such shares in the merger was
approximately $1.05 billion. In addition to equity financing provided by
certain funds controlled by BC Partners and other equity investors, a bank
syndicate led by The Chase Manhattan Bank provided senior debt financing to
fund the merger consideration, the refinancing of certain indebtedness of
Mark IV and its subsidiaries and other transaction costs. In connection
with the merger, 100% of the issued and outstanding shares of common stock,
par value $.01 per share, of the surviving corporation were pledged by MIV
Holdings to secure certain obligations to the lenders providing the senior
debt financing.
In accordance with the terms of the Merger Agreement, all of the
members of the Board of Directors of Mark IV resigned effective as of the
effective time of the merger, and the directors of MIV Acquisition as of the
effective time of the merger (which included William P. Montague, an officer
and former director of Mark IV, and Kurt Johansson, Giuliano Zucco and
David Oliver, each an executive of Mark IV) became the directors of the
surviving corporation at such time.
(b) Except as set forth in Item 1(a) above, there are no
arrangements known to Mark IV, including any pledge by any person of
securities of Mark IV, the operation of which may at a subsequent date
result in a change in control of Mark IV.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARK IV INDUSTRIES, INC.
Date: September 29, 2000 By: /s/ Richard L. Grenolds
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Name: Richard L. Grenolds
Title: Vice President and
Chief Accounting Officer
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