SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 4
MARK VII, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
570414 10 2
(CUSIP Number)
Janet K. Pullen
Vice President
Mark VII, Inc.
5310 St. Joseph Avenue
St. Joseph, MO 64505
(816) 387-4203
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 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 Rules 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
CUSIP No. 570414 10 2
1
NAME OF REPORTING PERSON AND ITS S.S. OR I.R.S. IDENTIFICATION NUMBER
Roger M. Crouch ###-##-####
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 PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
<TABLE>
<S> <C>
7 SOLE VOTING POWER 1,110,869
8 SHARED VOTING POWER 206,744
9 SOLE DISPOSITIVE POWER 1,187,613
10 SHARED DISPOSITIVE POWER 130,000
</TABLE>
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,317,613
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
27.0%
14
TYPE OF REPORTING PERSON
IN
The undersigned amends the Schedule 13D filing made on September 21, 1990, as
amended, to read in its entirety as follows:
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is Common Stock and the name and address of the principal executive
offices of the Issuer of such securities is Mark VII, Inc., 10100 N.W. Executive
Hills Blvd., Suite 200, Kansas City, Missouri 64153.
Item 2. Identity and Background.
(a) Name of person filing
Roger M. Crouch
(b) Business address
10100 N.W. Executive Hills Blvd., Suite 200
Kansas City, Missouri 64153
(c) Present principal occupation or employment
Mr. Crouch is employed by the Issuer.
(d) During the last five years, Mr. Crouch has not been convicted in a criminal
proceeding.
(e) During the last five years, Mr. Crouch was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in 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.
(f) Mr. Crouch is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The initial Schedule 13D, filed on September 21, 1990, reported that the Crouch
RCE Partnership (the "Partnership"), which consisted of Roger M. Crouch and J.
Michael Head as general partners, used working capital in the form of cash to
acquire 182,500 shares of Common Stock in sixteen (16) open market purchases at
a low of $3.5625 per share and a high of $4.0625 per share. As a result of such
purchases, the Partnership increased its ownership interest in the Issuer to
18.5% and Mr. Crouch increased his ownership interest in the Issuer to 22.9%.
Amendment No. 1 to the Schedule 13D, filed on June 17, 1991, reported that the
Partnership used working capital in the form of cash to acquire 40,564 shares of
Common Stock in November and December 1990 in three (3) open market purchases
and one (1) private purchase, at a low of $3.6875 per share and a high of $4.433
per share. As a result of such purchases, the Partnership increased its
ownership interest in the Issuer to 19.34% and Mr. Crouch increased his
ownership interest in the Issuer to 23.9%. The Partnership was terminated in
1992, as reported under Item 4 of Amendment No. 2 to the Schedule 13D, filed on
June 24, 1992. Amendment No. 3 to the Schedule 13D, filed on November 5, 1992,
reported that, as of October 26, 1992, Mr. Crouch purchased 29,772 shares from
R. C. Matney in a private transaction at a per share price of $5-7/16, and that
on October 29, 1992, Mr. Crouch acquired 114,300 shares in a market purchase at
a per share price of $5-7/16. Mr. Crouch used personal funds for such
purchases.
On March 28, 1995, Mr. Crouch transferred ownership of 100,000 shares to
Catherine F. Crouch as part of a property settlement pursuant to a separation
agreement. On the same date, Catherine F. Crouch transferred these shares to
the Catherine Fenner Crouch Charitable Remainder Unitrust I, of which Roger M.
Crouch is sole trustee and has sole voting and dispositive power.
Item 4. Purpose of Transaction.
As of June 5, 1992, the Partnership distributed all 913,057 shares previously
held by it in connection with the termination of the Partnership. As a result
of the termination of the Partnership, each of Mr. Crouch and Mr. Head acquired
direct ownership of 878,817 and 34,240 shares, respectively, allocable from the
Partnership in connection with the liquidation of the Partnership and the
distribution by it of all 913,057 shares previously held by it.
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 in Securities of the Issuer.
(a) Shares beneficially owned: 1,317,613, of which 48,000 shares are issuable
pursuant to non-qualified stock options granted under the Issuer's 1992 Non-
Qualified Stock Option Plan. Excluded from the aggregate number of shares
beneficially owned are 12,000 shares issuable pursuant to non-qualified stock
options which become exercisable at the rate of 6,000 shares on February 3, 1996
and 6,000 shares on February 3, 1997.
Percentage of class: 27.0%
(b)
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Voting Voting Dispositive Dispositive
Power Power Power Power
<S> <C> <C> <C> <C>
Direct 962,869 962,869
Sugar Lakes Foundation* 130,000 130,000
Catherine Fenner Crouch
Charitable Remainder
Unitrust I** 100,000 100,000
Rosalie Crouch Trust*** 76,744 76,744
Issuable pursuant to
options 48,000 48,000
---------- ---------- ---------- ---------
1,110,869 206,744 1,187,613 130,000
<FN>
* Sugar Lakes Foundation is a charitable foundation, of which Mr.
Crouch is one of three trustees.
** Catherine Fenner Crouch Charitable Remainder Unitrust I is a
charitable remainder trust, of which Mr. Crouch is sole trustee.
*** Rosalie Crouch Trust is an irrevocable trust, of which Mr. Crouch is
sole trustee.
</TABLE>
(c) On March 28, 1995, Mr. Crouch transferred ownership of 100,000 shares to
Catherine F. Crouch as part of a property settlement pursuant to a separation
agreement. On the same date, Catherine F. Crouch transferred these shares to
the Catherine Fenner Crouch Charitable Remainder Unitrust I, of which Roger M.
Crouch is sole trustee and has sole voting and dispositive power.
(d) The right to receive or 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) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On September 12, 1990, the Partnership and R. C. Matney verbally formed a group
to participate in the acquisition of shares of Common Stock of the Issuer.
Pursuant to such verbal understanding, the Partnership (and, following
termination of the Partnership, Mr. Crouch) and Mr. Matney consulted with each
other prior to making any acquisitions or dispositions of shares of Common
Stock. Mr. Crouch and Mr. Matney were also limited in their ability to transfer
Common Stock of the Issuer pursuant to certain restrictions contained in a cross
purchase agreement and amendment thereto, which were filed as exhibits to the
Schedule 13D filed by R. C. Matney on April 11, 1990 relating to the Common
Stock. Effective June 5, 1992, the Partnership was liquidated and its assets
were distributed to the partners, Mr. Crouch and J. Michael Head.
This group no longer exists and there are no longer any cross purchase
obligations between Mr. Crouch and Mr. Matney. Mr. Matney filed Schedule 13D
individually on April 11, 1990 relating to the Common Stock and Mr. Head
beneficially owns less than 5% of the outstanding Common Stock of the Issuer.
Item 7. Material to be Filed as Exhibits
None
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.
Date: April 6, 1995 /s/ Roger M. Crouch
Roger M. Crouch
