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
(Title of Class of Securities)
570414 10 2
(CUSIP Number)
Carol Clement
Mark VII, Inc.
965 Ridgelake Blvd., Suite 103
Memphis, TN 38115
(901)767-4455
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 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 Rules 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
*Original Schedule 13D filed on April 11, 1990 was amended by a
Schedule 13D filed jointly with Crouch RCE Partnership, Roger Crouch
and J. Michael Head and Amendments No. 1, 2 and 3 thereto filed on
September 21, 1990, June 17, 1991, June 24, 1992, and November 5,
1992, respectively.
CUSIP No. 570414 10 2
1
NAME OF REPORTING PERSON AND ITS S.S. OR I.R.S. IDENTIFICATION NUMBER
R. C. Matney ###-##-####
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:
7 SOLE VOTING POWER 459,940
8 SHARED VOTING POWER 459,940
9 SOLE DISPOSITIVE POWER 459,940
10 SHARED DISPOSITIVE POWER 459,940
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
459,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
[ X ]
Excludes options to purchase 230,750 shares which become
exercisable February 3, 1996 through July 1, 1998.
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.4%
14
TYPE OF REPORTING PERSON
IN
The undersigned amends the Schedule 13D filing made on April 11, 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
R. C. Matney
(b) Business address
201 South Emerson Avenue, Suite 130
Greenwood, Indiana 46143
(c) Present principal occupation or employment
Mr. Matney is Chairman of the Board, President and Chief
Executive Officer of the Issuer.
(d) During the last five years, Mr. Matney has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Matney 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. Matney is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Matney's initial Schedule 13D, filed on April 11, 1990, reported
that Mr. Matney acquired 330,430 shares of Common Stock as a result of
a merger of Mark VII Acquisition Corporation, a wholly-owned subsidiary
of the Issuer, into Mark VII Transportation Company, Inc. ("Mark VII").
Prior to the merger, Mr. Matney owned 3,120 shares of Mark VII which
represented all of the issued and outstanding capital stock of such
company. Mr. Matney used personal funds in the form of cash to acquire
his shares of Mark VII for an average price of $250.00 per share. Upon
effectiveness of the merger all of Mr. Matney's shares of stock in Mark
VII were automatically cancelled and extinguished and converted into the
right to receive 330,430 shares of newly issued Common Stock. As a
result of the merger, Mr. Matney acquired a 7% ownership interest in the
Issuer and Mark VII became a wholly-owned subsidiary of the Issuer.
An initial Schedule 13D for Crouch RCE Partnership (the "Partnership"),
Roger M. Crouch, J. Michael Head and Mr. Matney, filed on September 21,
1990, (the "Joint Schedule 13D") reported that Mr. Matney used his
personal funds in the form of cash to acquire 80,000 shares of Common
Stock, increasing his ownership interest in the Issuer to 8.7%.
Amendment No. 1 to the Joint Schedule 13D, filed on June 17, 1991,
reported that Mr. Matney sold 75,000 shares of Common Stock in May and
June 1991 in two (2) open market transactions and used funds in his IRA
account in the form of cash to acquire 9,000 shares of Common Stock in
an open market transaction in May 1991. Additionally, 1,898.1909 shares
of Common Stock were allocated to Mr. Matney's ESOP account in May 1991.
As a result, Mr. Matney decreased his ownership interest in the Issuer
to 7.3%.
Amendment No. 2 to the Joint Schedule 13D, filed on June 24, 1992,
reported that Mr. Matney acquired 29,772 shares of Common Stock from Mr.
Head in a private transaction. Mr. Matney used personal funds for such
purchase. As a result, Mr. Matney increased his ownership interest in
the Issuer to 8.5%.
Amendment No. 3 to the Joint Schedule 13D, filed on November 5, 1992,
reported that, as of October 26, 1992, Mr. Matney sold to Mr. Crouch
29,772 shares of Common Stock in a private transaction at a per share
price of $5-7/16. As a result, Mr. Matney decreased his ownership
interest in the Issuer to 7.9%.
In December 1992, Mr. Matney used funds in his IRA account in the form
of cash to acquire 24,000 shares of Common Stock. In June 1993, Mr.
Matney transferred 2,260 shares of Common Stock from his ESOP account to
his IRA account. In September 1994, Mr. Matney used funds in his IRA
account in the form of cash to acquire 10,000 shares of Common Stock.
On December 13, 1994, Mr. Matney transferred ownership of 335,430 shares
of Common Stock to the R.C. Matney Living Trust, of which he is sole
trustee and beneficiary. On each of February 3, 1993, 1994, and 1995,
options to purchase 6,000 shares of Common Stock became exercisable. On
July 1, 1994, in connection with an asset sale by the Issuer, Mr. Matney
was granted options to purchase up to 250,000 shares of Common Stock at
an exercise price equal to $14.00 per share, the closing price on July
1, 1994, to vest over eight yearsat a rate of 31,250 shares per year and
to expire five years after the date of vesting. Further information
with respect to such options is incorporated herein by reference from
"Recent Executive Compensation Changes" on page 11 of the Notice of
Annual Meeting of Shareholders and Proxy Statement of the issuer filed
with the Commission on August 30, 1994. On July 1, 1995, options to
purchase 31,250 shares of Common Stock became exercisable. As a result
of these transactions, Mr. Matney increased his ownership interest in
the Issuer to 9.4%.
Item 4. Purpose of Transaction.
The primary purpose of the beneficial ownership by Mr. Matney of the
Common Stock to which this statement relates is for his own account, for
investment purposes, only and with no present intent, agreement or
management to distribute or resell such securities.
Except as otherwise described herein, Mr. Matney does not have any plans
or proposals which relate to or would result in the following: the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving
the Issuer or any of its subsidiaries; a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; any change in
the present board of directors or management of the Issuer, including
any plans or proposals to change the number of terms of directors or to
fill any existing vacancies on the board; any material change in the
present capitalization or dividend policy of the Issuer; any other
material change in the Issuer's business or corporate structure; changes
in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer
by any person; causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a call of equity securities
of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or any
action similar to those enumerated above. In his capacities as
President and Chairman of the Board of Directors of the Issuer, however,
it is possible that Mr. Matney may at some future date become involved
in plans or proposals on behalf of the Issuer and/or this subsidiary of
the Issuer with respect to any one or more of the foregoing in the
future.
Item 5. Interest in Securities of the Issuer.
(a) Shares beneficially owned: 459,940, of which 79,250 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 230,750 shares
issuable pursuant to stock options which become exercisable according
to the following schedule:
Number of Shares
------------------------ Exercise
Non-Qualified Incentive Price
------------- --------- --------
February 3, 1996 6,000 8.25
July 1, 1996 26,786 4,464 14.00
February 3, 1997 6,000 8.25
July 1, 1997 26,786 4,464 14.00
July 1, 1998 26,786 4,464 14.00
July 1, 1999 26,786 4,464 14.00
July 1, 2000 26,786 4,464 14.00
July 1, 2001 26,787 4,463 14.00
July 1, 2002 26,787 4,463 14.00
--------- -------
199,503 31,246
Percentage of class: 9.4%
(b) Mr. Matney has sole power to direct the vote and disposition of all
459,940 shares of Common Stock beneficially owned.
(c) On December 13, 1994, Mr. Matney transferred ownership of 335,430
shares of Common Stock to the R.C. Matney Living Trust, of which he
is sole trustee and sole beneficiary.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the securities to which this statement relates.
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, Roger M. 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 Mr. 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. Crouch filed
Ammendment No. 4 to Joint Schedule 13D individually on April 6, 1995
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
Page 11 of the Notice of Annual Meeting and Proxy Statement of the
Issuer filed with the Commission on August 30, 1994.
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: October 30, 1995 /s/ R. C. Matney
R.C. Matney
to achieve 50% of planned operating income in his business unit, in
which case he will receive his base salary and benefits for only one
year following the date of termination. Under each of the contracts,
the Company's obligation is reduced following an Event of Termination
if the terminated executive becomes employed during the payment
period.
Recent Executive Compensation Changes
In connection with the Board of Directors' approval of the
Asset Sale, the following changes in executive compensation, that were
to have been effective upon the Distribution, were made. Mr. Matney's
base salary was increased to $235,000 effective as of July 1, 1994 and
he was granted options to purchase up to 250,000 shares of Common
Stock at an excercise price equal to $14.00, the closing price on July
1, 1994, to vest over eight years at a rate of 31,250 shares per year
and to expire five years after the date of vesting (approximately
50,000 non-qualified stock options of such grant being subject to
share-holder approval of the Option Plan Amendment). For the 1994
fiscal year, total annual bonus for Mr. Matney will be a percentage of
his base salary, such percentage to be equal to 50% of sum of (i) the
percentage by which the increase (if any) in the per share price of
the Common Stock from July 1, 1994 to July 1, 1995 exceeds the
increase in the per share prices of the common stock of certain other
companies in the Company's industry and (ii) the percentage (which if
less than 25% will not result in any bonus under clause (ii) and which
shall not exceed 100%) by which consolidated income from continuing
operations before income taxes for fiscal 1994 exceeds $4,199,325 (the
fiscal 1993 amount). Mr. Head assumed the positions of Executive Vice
President, Chief Financial Officer and Treasurer of the Company, and
was granted options to purchase up to 10,000 shares of Common Stock at
an exercise price equal to $14.00, the closing price on July 1, 1994,
to vest upon shareholder approval of the Asset Sale and expire five
years after the date of grant. Mr Head's employment agreement with
the Company has been extended until the second anniversary of the
Asset Sale. The Company also increased the base salary of Mr. Wedaman
to $150,000 effective as of July 1, 1994. The option grants to
Messrs. Matney and Head to purchase up to 250,000 and 10,000 shares of
Common Stock, respectively, are subject to shareholder approval of the
Asset Sale.
Compensation Committee Interlocks and Insider Participation
In 1993, Messrs. Head, Oppenheimer and List served on the
Company's Compensation Committee. In 1993, Mr. Head was President and
Chief Executive Officer of the Company. Mr. Head currently is
Executive Vice President, Chief Financial Officer and Treasurer of the
Company. Mr. Oppenheimer is President and Chief Executive Officer of
HBOC which received fees from the Company totaling $109,170 and
$91,600 for financial consulting services performed in 1993 and to
date in 1994, respectively, and is expected to receive fees of
approximately $735,000 and $280,000 (approximately $75,000 of which is
included in the 1993 fees above), respectively, for consulting
services rendered in connection with the Assest Sale and arranging
financing in connection with the previously proposed Distribution.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company during 1993 consisted
of Messrs. Head and Oppenheimer and, after election to the Board of
Directors in May 1993, Mr. List and, prior to not standing for
reelection in May 1993, Mr. Clifford W. Illig. The Committee met
during the first quarter to review compensation arrangements and
consider long term employment agreements for the executive officers of
the Company and its subsidiaries. The Committee also met to review
the documentation of these agreements. The Committee has not yet
adopted a policy with respect to the $1,000,000 limitation of
deductibility of executive compensation under Section 162(m) of the
Internal Revenue Code of 1986, as amended, since current compensation
levels fall well below that amount. The Committee does not expect
that the compensation of its executives will reach that threshold in
the foreseeable future.
