UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended February 29, 2000
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________________ to _____________________
Commission File No. 1-8862
MARK IV INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 23-1733979
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(State or other jurisdiction of (IRS employer Identification number)
incorporation or organization)
501 John James Audubon Pkwy., P.O. Box 810, Amherst, NY 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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Securities registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of Class which registered
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Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X . No .
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
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The aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant based on the closing price of the Common
Stock on May 10, 2000 on the New York Stock Exchange was approximately
$817,792,919.
As of May 10, 2000, the number of outstanding shares of Registrant's
Common Stock, $.01 par value, was approximately 44,354,507 shares.
Documents Incorporated By Reference
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Portions of the Registrant's definitive proxy statement to be filed
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year are incorporated by reference into Part III.
PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Page
(a) (1) Financial Statements
Report of Independent Accountants for
each of the three fiscal years in the
period ended February 29, 2000 33
Consolidated Balance Sheets at February 29, 2000
and February 28, 1999 34
Consolidated Statements of Income for each of
the three fiscal years in the period ended
February 29, 2000 35
Consolidated Statements of Stockholders' Equity for
each of the three fiscal years in the period
ended February 29, 2000 36
Consolidated Statements of Comprehensive Income
for each of the three fiscal years in the period
ended February 29, 2000 37
Consolidated Statements of Cash Flows
for each of the three fiscal years in
the period ended February 29, 2000 38
Notes to Consolidated Financial Statements 39
(2) Financial Statement Schedule
Report of Independent Accountants
for each of the three fiscal years in the
period ended February 29, 2000 67
II. Valuation and Qualifying Accounts 68
All other schedules and statements have been omitted as the
required information is inapplicable or is presented in the
financial statements or notes thereto.
<PAGE>63
(b) Reports on Form 8-K
There were no reports filed pertaining to events occurring during the quarter
ended February 29, 2000.
(c) Exhibits
2.1 Purchase Agreement by and between Mark IV Industries, Inc. and
Arvin Industries, Inc. dated February 8, 1999 (incorporated by
reference to the Exhibit 10.1 to the Company's Form 8-K dated
February 26, 1999).
2.2* Agreement and Plan of Merger by and between MIV Acquisition
Corporation and Mark IV Industries, Inc. dated may 26, 2000.
3.1 Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 28.1 to the Company's Registration
Statement No. 33-45215 on Form S-3, as filed with the SEC on
January 24, 1993).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q dated
July 1, 1997).
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit
4.12 To Amendment No. 1 to the Registrant's Registration
Statement No. 33-41553 on Form S-3, dated August 6, 1991).
4.3 Conformed copy of the Indenture, dated as of March 11, 1996,
between Mark IV Industries, Inc. and Fleet National Bank as
Trustee; including the form of Senior Subordinated Notes due
April 1, 2006 (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated March 6, 1996).
4.4 Conformed copy of the Indenture, dated as of August 11, 1997,
between Mark IV Industries, Inc, as issuer and Marine Midland
Bank, as trustee; including the form of Senior Subordinated
Notes due September 1, 2007 (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated
August 25, 1997).
4.5 Conformed copy of the Indenture, dated as of October 29, 1997,
between Mark IV Industries, Inc., as issuer and The Bank of New
York, as trustee; including the form of Convertible Subordinated
Notes due November 1, 2004 (incorporated by reference to Exhibit
4.1 to the Company's Current Report on Form 8-K dated November
6, 1997).
<PAGE>64
Executive Compensation Plans and Arrangements (10.1 -10.22)
10.1 Employment Agreement dated March 1, 1995 between the Company and
Sal Alfiero (incorporated by reference to Exhibit 10.1 to the
Company's Annual Report or Form 10-K for the fiscal year ended
February 28, 1995).
10.2 Employment Agreement dated March 1, 1995 between the Company and
Gerald S. Lippes (incorporated by reference to Exhibit 10.3 to
the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).
10.3 Employment Agreement dated March 1, 1995 between the Company and
William P. Montague (incorporated by reference to Exhibit 10.4
to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).
10.4 Employment Agreement dated March 1, 1995 between the Company and
Frederic L. Cook (incorporated by reference to Exhibit 10.5 to
the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).
10.5 Employment Agreement dated March 1, 1995 between the Company and
John J. Byrne (incorporated by reference to Exhibit 10.6 to the
Company's Annual Report or Form 10-K for the fiscal year ended
February 28, 1995).
10.6 Employment Agreement dated March 1, 1995 between the Company and
Richard L. Grenolds (incorporated by reference to Exhibit 10.7
to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).
10.7 Employment Agreement dated January 1, 1995 between the
Company, Dayco Products, Inc. ("Dayco"), Dayco Europe, A.B. and
Kurt J. Johansson (incorporated by reference to Exhibit 10.10
to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).
10.8 Employment Agreement dated May 1, 1997 between the Company,
Dayco and Richard F. Bing (incorporated by reference to Exhibit
10.10 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1999).
10.9 Employment Agreement dated March 1, 1995 between the Company and
Douglas J. Fiegel (incorporated by reference to Exhibit 10.8 to
the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).
10.10 Employment Agreement dated January 1, 1995 between the Company,
Dayco and Patricia Richert (incorporated by reference to Exhibit
10.11 to the Company's Annual Report or Form 10-K for the fiscal
year ended February 28, 1995).
<PAGE>65
10.11 Amendment and Restatement of the Mark IV Industries, Inc. and
Subsidiaries 1992 Incentive Stock Option Plan Effective March
30, 1994 (incorporated by reference to Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1994).
10.12 * Second amendment and Restatement of the Mark IV Industries, Inc.
1996 Incentive Stock Option Plan.
10.13 Amendment and Restatement of the Mark IV Industries, Inc. 1992
Restricted Stock Plan Effective March 1, 1995 (incorporated by
reference to Exhibit 10.1 to the Company's Annual Report or Form
10-K for the fiscal year ended February 28, 1995).
10.14 Amendment and Restatement of the Mark IV Industries, Inc.
Executive Bonus Plan effective March 1, 1995 (incorporated by
reference to Exhibit 10.15 to the Company's Annual Report on
Form 10-K dated February 28, 1998).
10.15 First Amendment and Restatement of the Mark IV Industries, Inc.
Enhanced Executive Incentive Plan (incorporated by reference to
Exhibit 10.16 to the Company's Annual Report on Form 10-K dated
February 29, 1992).
10.16 * Fifth Amendment and Restatement of the Non-Qualified Plan of
Deferred Compensation of Mark IV Industries, Inc. Effective
February 29, 2000.
10.17 * Second Amendment and Restatement of the Non-Qualified Plan of
Deferred Compensation for Non-Employee Directors of Mark IV
Industries, Inc. Effective February 29, 2000.
10.18 * Second Amendment and Restatement of the Non-qualified Plan of
Deferred Incentive Compensation for Executives of Certain
Operating Divisions and Subsidiaries of Mark IV Industries, Inc.
Effective February 29, 2000.
10.19 Short-term Incentive Bonus Plan of Dayco Products, Inc. dated
March 30, 1994 (incorporated by reference to Exhibit 10.20 to
the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).
10.20 Executive Loan Program (Incorporated by reference to Exhibit
10.20 to the Company's Annual Report on Form 10-K for the Fiscal
year ended February 28, 1997).
<PAGE>66
Other Material Contract Exhibits
10.21 Conformed copy of the Credit Agreement, dated as of March 8,
1996, among the Registrant and Dayco PTI S.p.A., as Borrowers,
certain other subsidiaries of the Registrant, as Guarantors,
various banks and financial institutions, Chemical Bank, as
Administrator and Bid Agent, Bank of America National Trust and
Savings Association, as Documentation Agent, and BA Securities,
Inc. and Chemical Securities, Inc. as Arrangers (incorporated by
reference to Exhibit 10.1 to the Registrant's Current Report on
Form 8-K dated March 6, 1996).
21* Subsidiaries of the Registrant.
23* Consent of Independent Accountants.
27* Financial Data Schedule.
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* Filed herewith by direct transmission pursuant to the EDGAR program.
Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MARK IV INDUSTRIES, INC
By: Richard L. Grenolds
Vice President and
Chief Accounting Officer
Dated: May 30, 2000
