SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MARK IV INDUSTRIES, INC.
..........................
(Name of Issuer)
Common Stock, par value $.01 per share
..........................
(Title of Class of Securities)
570387100
..........................
(CUSIP Number)
MIV Acquisition Corporation
Park Avenue Tower
65 East 55th Street, Suite 2300
New York, New York 10022
(212) 891-2884
with a copy to:
Richard M. Trobman
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
Michael S. Immordino
Latham & Watkins
99 Bishopsgate
London EC2M 3XF
+44-207-710-1000
..........................
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 26, 2000
..........................
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g) check the following box. / /
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 (the "Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>2
SCHEDULE 13D
________________________ ________________________
CUSIP No. 570387100 Page 2 of 9 Pages
________________________ ________________________
1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CIE Management II Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X /
(b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 7,173,863
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 0
WITH
10.SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,173,863
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
14. TYPE OF REPORTING PERSON
OO
<PAGE>3
SCHEDULE 13D
________________________ ________________________
CUSIP No. 570387100 Page 3 of 9 Pages
________________________ ________________________
1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MIV Acquisition Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X /
(b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 7,173,863
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING PERSON 0
WITH
10.SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,173,863
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
14. TYPE OF REPORTING PERSON
CO
<PAGE>4
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock, par
value $.01 per share (the "Common Stock"), of Mark IV Industries,
Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 501 John James
Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f) This statement is filed jointly by MIV
Acquisition Corporation, a Delaware corporation ("Acquisition
Sub"), and CIE Management II Limited, a limited corporation
organized under the laws of Guernsey, Channel Islands ("CIE
Management" and, together with Acquisition Sub, the "Reporting
Persons").
Acquisition Sub was formed solely for the purpose of
consummating the transactions contemplated by the Merger
Agreement (as defined and described in Item 4 below). All of the
issued and outstanding shares of capital stock of Acquisition Sub
are currently owned by CIE Management, as trustee for a holding
company to be formed for such purposes ("Parent"). It is
currently contemplated that the shares of Acquisition Sub will be
transferred to Parent upon its formation. It is not anticipated
that Acquisition Sub will have any significant assets or
liabilities other than those arising under the Merger Agreement
or in connection with the Merger (as defined and described in
Item 4 below), or engage in any activities other than those
incident to its formation and capitalization and the Merger. The
principal office and business address of Acquisition Sub is Park
Avenue Tower, 65 East 55th Street, Suite 2300, New York, New York
10022.
CIE Management acts as manager of various investment funds
advised by BC Partners, a European private equity firm, including
funds which ultimately will control Parent and, through Parent,
Acquisition Sub. The principal office and business address of
CIE Management is c/o Guernsey International Fund Managers
Limited, P.O. Box 255, Barfield House, St. Julian's Avenue, St.
Peter Port, Guernsey GY1 3QL, Channel Islands.
Schedule I attached hereto contains information concerning
the Reporting Persons and other persons as to which such
information is required to be disclosed in response to Item 2 and
General Instruction C to Schedule 13D.
(d) and (e) During the last five years, no Reporting
Person nor any person referred to in Schedule I (i) has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons are deemed to have acquired beneficial
ownership of 7,173,863 shares of Common Stock pursuant to and by
virtue of the proxy granted in Voting Agreement (as defined and
described in Item 6 below), representing approximately 16.2% of
the outstanding shares of Common Stock (calculated as described
in Item 5 below). In connection with and as a condition to the
execution of the Merger Agreement by Acquisition Sub, certain
stockholders of the Company (the "Stockholders") entered into the
Voting Agreement. The Voting Agreement applies to the 7,173,863
shares of Common Stock owned, beneficially or of record, by the
Stockholders as of May 26, 2000 and also to those shares of
Common Stock that may be acquired by the Stockholders after such
date, including shares of Common Stock issuable upon exercise of
options to purchase shares of Common Stock. No additional
consideration was given in exchange for the execution of the
Voting Agreement by the Stockholders.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j) On May 26, 2000, Acquisition Sub entered into an
Agreement and Plan of Merger (the "Merger Agreement") with the
Company. Subject to the satisfaction or waiver of certain terms
and conditions set forth in the Merger Agreement, Acquisition Sub
will merge (the "Merger") with and into the Company at the
Effective Time (as defined in the Merger Agreement) thereof, with
the Company continuing as the surviving corporation in the Merger
(the "Surviving Corporation"). In connection with the execution
and delivery of the Merger Agreement, Acquisition Sub, the
Company and the Stockholders entered into the Voting Agreement.
The purpose of the Voting Agreement and the transactions
contemplated thereby is, among other things, to require that the
Stockholders vote in favor of the Merger Agreement and the
transactions contemplated thereby, including the Merger, at any
meeting of the stockholders of the Company held for purposes of
voting thereon (or any action by written consent by the
stockholders of the Company in lieu of such meeting).
<PAGE>5
Pursuant to the Merger Agreement, at the Effective Time each
share of Common Stock outstanding immediately prior to the
Effective Time (other than shares owned by Acquisition Sub, the
Company or any direct or indirect subsidiary thereof or shares as
to which dissenters' rights have been exercised) shall be
converted into the right to receive $23.00 per share in cash,
without interest, upon surrender of the certificates formerly
representing such shares of Common Stock. In addition, each
share of common stock of Acquisition Sub outstanding immediately
prior to the Effective Time shall, at the Effective Time, be
converted into and become one share of common stock of the
Surviving Corporation with the same rights, powers and privileges
as the shares so converted. At the Effective Time, the
certificate of incorporation and bylaws of Acquisition Sub in
effect immediately prior to the Effective Time shall become the
certificate of incorporation and bylaws of the Surviving
Corporation until amended in accordance with applicable law
(except that the name of the Surviving Corporation shall remain
"Mark IV Industries, Inc.") and the directors of Acquisition Sub
shall become the directors of the Surviving Corporation. The
transactions contemplated by the Merger Agreement will result in
the Common Stock ceasing to be listed on The New York Stock
Exchange and becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the text of the Merger Agreement, a copy of which is
filed as Exhibit 1 to this statement and is incorporated by
reference herein.
Except as set forth herein, no Reporting Person has any
plans or proposals which relate to, or could result in, any of
the matters described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Pursuant to and by virtue of the proxy
granted in the Voting Agreement, the Reporting Persons have the
shared power to vote, or to direct the vote of, an aggregate of
7,173,863 shares of Common Stock, representing approximately
16.2% of the outstanding shares of Common Stock (based on the
number of shares of Common Stock outstanding as of May 10, 2000
as reported in the Company's Annual Report on Form 10-K for the
fiscal year ended February 29, 2000 (44,354,507 shares) filed by
the Company on May 30, 2000). The Voting Agreement applies to
the 7,173,863 shares of Common Stock owned, beneficially or of
record, by the Stockholders as of May 26, 2000 and also to those
shares of Common Stock that may be acquired by the Stockholders
after such date, including shares of Common Stock issuable upon
exercise of options to purchase shares of Common Stock
(c) Except as described in the response to Item 4 above,
there have not been any transactions in the Common Stock effected
by or for the account of any of the Reporting Persons during the
last 60 days.
(d) The Stockholders, based on their respective percentage
ownership of the shares of Common Stock to which this statement
relates, shall have the right to receive, or the power to direct
the receipt of, dividends from, or the proceeds from any sale of,
such shares of Common Stock. The identity of the Stockholders is
set forth on Exhibit A to the Voting Agreement.
(e) Not applicable.
<PAGE>6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The responses to Item 4 and Item 5 above are incorporated in
the response to this Item 6 by reference.
Pursuant to a Stockholder Voting Agreement, dated as of May
26, 2000, by and among the Company, Acquisition Sub and the
Stockholders (the "Voting Agreement"), each Stockholder has
agreed to vote (or cause to be voted) all Subject Securities (as
defined in the Voting Agreement) held beneficially or of record
by such person (i) in favor of the Merger and the approval and
adoption of the Merger Agreement and each of the other
transactions contemplated thereby; (ii) against the approval of
an Acquisition Proposal (as defined in the Merger Agreement); and
(iii) against any other action or agreement (other than the
Merger Agreement of the transactions contemplated thereby) that
could reasonably be expected to impede, interfere with or delay
the Merger or the Merger Agreement, including, but not limited
to: (1) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the
Company or any of its subsidiaries (other than a transaction
involving Acquisition Sub); (2) a sale, lease or transfer of a
material amount of assets of the Company or its subsidiaries or a
reorganization, recapitalization or liquidation of the Company or
its subsidiaries; (3) any change in the management or board of
directors of the Company, except as otherwise agreed in writing
by Acquisition Sub; (4) any material change in the present
capitalization or dividend policy of the Company or any amendment
of the Company's articles of incorporation; or (5) any other
material change in the Company's corporate structure or business.
The Voting Agreement includes the grant by each Stockholder of an
irrevocable proxy (which is coupled with an interest) to and for
the benefit of Acquisition Sub with respect to the Subject
Securities subject to the Voting Agreement.
In addition, pursuant to the Voting Agreement each
Stockholder has agreed, among other things, not to, directly or
indirectly, (i) solicit (including by way of furnishing
information) or respond to any inquiries or the making of any
Acquisition Proposal or any proposal by any person (other than
Acquisition Sub and other than advising such person of the
existence of the Voting Agreement) with respect to the Company
that constitutes or could reasonably be expected to lead to an
Acquisition Proposal; (ii) except pursuant to the terms of the
Merger Agreement, offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer,
tender, pledge, encumbrance, assignment or other disposition of,
any or all of such Stockholder's Subject Securities; (iii) except
as contemplated by the Voting Agreement, grant any proxies or
powers of attorney, deposit any Subject Securities into a voting
trust or enter into a voting agreement with respect to any
Subject Securities; and (iv) take any action that would make any
representation or warranty contained in the Voting Agreement
untrue or incorrect or have the effect of preventing or disabling
such Stockholder from performing its obligations under the Voting
Agreement
The foregoing description of the Voting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the text of the Voting Agreement, a copy of which is
filed as Exhibit 2 to this statement and is incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of May 26, 2000, by
and between Mark IV Industries, Inc. and MIV Acquisition
Corporation
2. Stockholder Voting Agreement, dated as of May 26, 2000, by
and among Mark IV Industries, Inc., MIV Acquisition
Corporation, Salvatore H. Alfiero, William P. Montague,
Gerald S. Lippes and Clement R. Arrison.
<PAGE>7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 5, 2000 MIV ACQUISITION CORPORATION
By: /s/ Francesco Loredan
----------------------------------
Name: Francesco Loredan
Title: President
CIE MANAGEMENT II LIMITED
By: /s/ Iain Stokes
-----------------------------------
Name: Iain Stokes
Title: Director
<PAGE>8
SCHEDULE I
The following sets forth certain information with respect to
the Reporting Persons and each of the executive officers and
directors of the Reporting Persons and each person controlling
such Reporting Person and the executive officers and directors of
such persons, as applicable, including his or her name, business
address, citizenship and present principal occupation and the
name, principal business and address of any entity in which such
employment is conducted.
1. CIE MANAGEMENT II LIMITED
The directors of CIE Management II Limited are as follows:
Directors Business Address
Otto van der Wyck c/o BC Partners
105 Picadilly
London W1V 9FN
England
Mike Twinning c/o BC Partners
105 Picadilly
London W1V 9FN
England
John Burgess c/o BC Partners
105 Picadilly
London W1V 9FN
England
Iain Stokes c/o Guernsey International Fund
Managers Limited
P.O. Box 255
Barfield House
St. Julian's Avenue
St. Peter Port
Guernsey GY1 3QL
Channel Islands
David Dorey c/o Guernsey International Fund
Managers Limited
P.O. Box 255
Barfield House
St. Julian's Avenue
St. Peter Port
Guernsey GY1 3QL
Channel Islands
Lawrence McNarm c/o Guernsey International Fund
Managers Limited
P.O. Box 255
Barfield House
St. Julian's Avenue
St. Peter Port
Guernsey GY1 3QL
Channel Islands
<PAGE>9
John Marren c/o Guernsey International Fund
Managers Limited
P.O. Box 255
Barfield House
St. Julian's Avenue
St. Peter Port
Guernsey GY1 3QL
Channel Islands
CIE Management II Limited has no executive officers, except
that Guernsey International Fund Managers Limited ("GIFM") acts
as the Secretary of CIE Management II Limited. GIFM is in the
business of administering companies, limited partnerships and
other entities. The principal office and business address of
GIFM is P.O. Box 255, Barfield House, St. Julian's Avenue, St.
Peter Port, Guernsey GY1 3QL, Channel Islands.
The present principal occupation of Messrs. Stokes, Dorey,
McNarm, and Marren is to act as officers of GIFM. The present
principal occupation of Messrs. van der Wyck and Burgess is to
act as managing partners of, and of Mr. Twinning is to act as the
finance manager of, BC Partners, a European private equity firm,
at the principal office and business addresses set forth opposite
their names, respectively, above. Each of Messrs. Stokes,
Marren, Twinning, and Burgess is a citizen of the United Kingdom;
Mr. Dorey is a citizen of Guernsey, Channel Islands; Mr. McNarm
is a citizen of Ireland; and Mr. van der Wyck is a citizen of the
Netherlands.
2. MIV ACQUISITION CORPORATION
All of the capital stock of Acquisition Sub is currently
held by CIE Management, as trustee for Parent. It is currently
contemplated that the shares of Acquisition Sub will be
transferred to Parent upon its formation. The directors and
executive officers of Acquisition Sub are as follows:
Directors Business Address
Francesco Loredan c/o BC Partners
Via Brera, 3
20121 Milano
Italy
Michel Guillet c/o BC Partners
54, Avenue Marceau
75008 Paris
France
Kevin O'Donohue c/o BC Partners
Park Avenue Tower
65 East 55th Street, Suite 2300
New York, New York 10022
Executive Officers Title
Francesco Loredan President
Michel Guillet Vice President and Secretary
Kevin O'Donohue Vice President and Treasurer
The present principal occupation of each of Messrs. Loredan,
Guillet and O'Donohue is to act as managing partners of BC
Partners, a European private equity firm, at the principal office
and business addresses set forth opposite their names,
respectively, above. Mr. Loredan is a citizen of Italy, Mr.
Guillet is a citizen of France and Mr. O'Donohue is a citizen of
the United States.
