<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 6
MARK VII, INC.
(Name of Issuer)
Common Stock, $0.10 Par Value
(Title of Class of Securities)
570414 10 2
(CUSIP Number)
John H. Calvert
Lathrop & Norquist, L.C.
2345 Grand Avenue, Suite 2600
Kansas City, Missouri 64108-2684
(816) 472-3220
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1995
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed 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 ("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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 570414 10 2 13D Page 2 of 5 Pages
________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger M. Crouch S.S. No.: ###-##-####
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
N/A
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ___________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________________
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
Excludes non-qualified options to purchase 12,000 shares
which become exercisable beginning 02/03/96.
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 pages
SCHEDULE 13D
for
Roger M. Crouch
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock of
Mark VII, Inc. (the "Company"). The address of the principal
executive offices of the Company is 10100 N. W. Executive Hills
Boulevard, Suite 200, Kansas City, Missouri 64153.
Item 2. Identity and Background.
(a) Name of person filing:
Roger M. Crouch
(b) Business address:
3220 Lands End Lane,
Port Townsend, Washington 98368
(c) Present principal occupation or employment:
Former Director and Former Vice Chairman of
the Board of the Company, Consultant to Mark VII,
Inc.
(d) Criminal convictions:
Mr. Crouch has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
(e) Certain civil proceedings.
During the last five years Mr. Crouch has not been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which has resulted in a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to federal or state
securities laws or a finding of any violation with respect to
such laws.
(f) Citizenship:
U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
This amendment reflects a sale on June 1, 1995, of
1,269,613 shares (the "Shares") of the Company's Common Stock
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Page 4 of 5 Pages
owned by Roger M. Crouch and related entities. Mr. Crouch owned
962,869 of the Shares directly; The Sugar Lakes Foundation of
which Mr. Crouch is one of three trustees owned 130,000 of the
Shares; and the Catherine Fenner Crouch Charitable Remainder
Unitrust I of which Mr. Crouch is sole Trustee owned 100,000 of
the Shares. The sale of the Shares was effected in a registered
public offering pursuant to a firm commitment Underwriting
Agreement which closed on June 1, 1995. The shares were sold to
the Underwriter at a price of $15.23 per share.
On June 1, 1995, Mr. Crouch resigned from the Board of
Directors of the Company; however, he continues to serve the
Company on an as requested basis pursuant to an employment
contract and non-compete agreement.
Mr. Crouch also exercised an option on June 1, 1995, to
purchase 48,000 shares of Mark VII, Inc. Stock pursuant to
options granted under the Mark VII, Inc Stock Option Plan at a
price of $8.25 per share. On June 9, 1995, he sold the 48,000
shares in a private transaction pursuant to a 55,106 share option
granted to the private party in 1985. The total consideration
paid by the private party in connection with the settlement of
the entire 55,106 share option was $169,211. Following that sale
Mr. Crouch had no beneficial ownership of the Compnay's Common
Stock.
Item 5. Interest and Securities of the Issuer.
(a) The number and percentage of shares of the
Company's Common Stock, $0.10 par value beneficially owned by Mr.
Crouch, based on 4,823,936 shares outstanding plus shares subject
to exercisable stock options held by Mr. Crouch as of the date
hereof is:
Number Beneficially Owned: 0
Percent of Class: 0%
(b) Number of shares as to which Mr. Crouch
has:
(i) Sole power to vote or direct the
vote: 0
(ii) Shared power to vote or direct the
vote: 0
(iii) Sole power to dispose or direct the
disposition of: 0
(iv) Shared power to dispose or direct the
disposition of: 0
(c) See Item 4.
(d) Not applicable.
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Page 5 of 5 Pages
(e) Mr. Crouch ceased to be the beneficial owner of 5%
or more of the Company's Common Stock on June 1, 1995.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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.
6-24-95 /S/ Roger M. Crouch
Date: ________________ ______________________________
Roger M. Crouch
