SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 5
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)
April 19, 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
<PAGE>
CUSIP No. 570414 10 2 13D Page 2 of 5 Pages
________________________________________________________________
1 NAME OF Mr. Crouch
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 1,110,869
SHARES ___________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 130,000
EACH ___________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,110,869
WITH ___________________________________________
10 SHARED DISPOSITIVE POWER
130,000
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH Mr. Crouch
1,240,869
_________________________________________________________________
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)
25.5%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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:
Director and Former Vice Chairman of the Board
of 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 transfer on April 19, 1995, of
76,774 shares of Mark VII Common Stock from the Rosalie Crouch
Trust, with respect to which Mr. Crouch was Trustee as reported
under Item 5 below. The transfers were effected pursuant to a
dissolution of the trust. In addition, Mr. Crouch reports that
<PAGE> Page 4 of 5 Pages
he and the other persons and entities through which he derives
his beneficial ownership, plan to effect a sale of the shares
reported herein (other than shares subject to stock options)
pursuant to a registered public offering publicly announced on or
about April 21, 1995. Upon a closing of the sale Mr. Crouch
intends to resign from the Board of Directors of the Company and
continue to serve the Company on an as requested basis pursuant
to an employment contract and non-compete agreement.
Except as otherwise indicated above, the primary purpose
of the beneficial ownership by Mr. Crouch of the Common Stock to
which this statement relates is for investment purposes,
provided, however, that Mr. Crouch intends to review continuously
such ownership and may, depending on the Issuer's business and
prospects and upon other factors (including, but not limited to,
general economic and market conditions), at any time increase or
decrease his holdings in transactions in the open market or
otherwise.
Except as otherwise described herein, Mr. Crouch does
not have any current plans or proposals which relate to or would
result in any action required to be disclosed pursuant to Item 4
of Schedule 13D.
Item 5. Interest and Securities of the Issuer.
(a) The number and percentage of shares of Mark VII,
Inc. 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 April 3,
1995, are as follows:
Number Beneficially Owned: 1,240,869
Percent of Class: 25.5%
(b) Number of shares as to which Mr. Crouch
has:
(i) Sole power to vote or direct the
vote: 1,110,869
(ii) Shared power to vote or direct the
vote: 130,000
(iii) Sole power to dispose or direct the
disposition of: 1,110,869
(iv) Shared power to dispose or direct the
disposition of: 130,000
The shares included in Item 5 above include:
(1) An aggregate of 130,000 shares held by
the Sugar Lakes Foundation. Mr. Crouch shares voting and
dispositive power over the shares held by the Foundation with the
<PAGE>
Page 5 of 5 pages
other trustees, who are Rosalie C. Sisson and Catherine Crouch,
the wife of Mr. Crouch.
(2) An aggregate of 100,000 shares held by
the Catherine Fenner Crouch Charitable Remainder Unitrust I, with
respect to which Mr. Crouch is the Trustee. Mr. Crouch has sole
voting and dispositive power with respect to such shares.
(3) An aggregate of 48,000 shares which are
subject to exercisable stock options granted by the Company under
its 1992 Non-Qualified Stock Option Plan. Mr. Crouch also has an
obligation to sell 55,106 shares at $5.15 per share to an officer
of a subsidiary of the Company pursuant to an option granted
under a stock purchase agreement which expires on or about June
1, 1995.
Mr. Crouch disclaims beneficial ownership in all of the
shares held by the Sugar Lakes Foundation and the Catherine
Fenner Crouch Charitable Remainder Unitrust I.
(c) Transactions in Shares of the Common Stock
Effected by Mr. Crouch since the most recent filing on Schedule
13D: On April 19, 1995, 76,744 shares were distributed by Mr.
Crouch as Trustee of the Rosalie Crouch Trust to the
beneficiaries of the Trust pursuant to a dissolution and
termination of the same. A total of 75,744 of the shares were
distributed to Rosalie C. Sisson, the adult daughter of Mr.
Crouch and 1,000 shares were transferred to Rosalie C. Sisson as
Custodian for Alexandra Catherine Sisson, the granddaughter of
Mr. Crouch. Mr. Crouch does not have or share voting or
dispositive power with respect to the distributed shares.
(d) The power to direct the receipt of dividends
from, or the proceeds from the sale of, shares owned by the Sugar
Lakes Foundation is shared by Mr. Crouch with the two other
trustees of such foundation.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None other than as reported under Items 4 and 5 above.
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.
5-3-95 /s/ Roger M. Crouch
Date: ________________ ______________________________
Roger M. Crouch
<PAGE>
