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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mark VII, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
570414-10-2
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(CUSIP Number)
*The remainder of this cover page shall be filled 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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 570414-10-2 Page 2 of 5 Pages
13G
1 NAME OF REPORTING PERSON
S.S OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Founders Asset Management, Inc.
84-0205848
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH None
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
I.A.
*SEE INSTRUCTION BEFORE FILLING OUT
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Schedule 13G Page 3 of 5 Pages
Item 1 (a) Name of Issuer:
Mark VII, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
965 Ridge Lake Blvd., Suite 103
Memphis, TN 38120
Item 2 (a) Name of Person filing:
Founders Asset Management, Inc.
Item 2 (b) Address of Principal Office:
2930 E. Third Ave.
Denver, CO 80206
Item 2 (c) Citizenship:
State of Delaware
Item 2 (d) Title of Class of Securities:
Common Stock
Item 2 (e) Cusip Number: 570414-10-2
Item 3 If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under Section 15 of the Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Act.
(c) ( ) Insurance Company as defined in Sec. 3(a)(19) of the Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) (X) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to
provisions of Employee Retirement Income Security Act of
1974 or Endowment Fund; see Sec. 240.13d-1(b)(1)(ii)(F).
(g) ( ) Parent Holding Company in accordance with Section
240.13d-1(b)(ii)(G). (Note: see Item 7)
(h) ( ) Group, in accordance with Section 240.13d-1(b)(1)(ii)(H).
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Schedule 13G Page 4 of 5 Pages
Item 4 Ownership:
For Founders Asset Management, Inc. ("FAMI"), the following sets
forth the amount of shares beneficially owned, the percent of class
owned as of November 28, 1997, the number of shares to which it has
the sole power and the shared power to vote or to direct the vote of
the shares, and the number of shares to which it has the sole power
and the shared power to dispose or to direct the disposition of the
shares:
(1) Amount Beneficially Owned: None
(2) Percent of Class: 0.0%
(3) Number of shares as to which Founders Asset Management, Inc. has:
(a) sole power to vote or to direct the vote: None
(b) shared power to vote or to direct the vote: None
(c) sole power to dispose or to direct the disposition of: None
(d) shared power to dispose or to direct the disposition of: None
Item 5 Ownership of five percent or less of a class.
If this statement is being filed to report that as of the date
hereof, the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the
following [X].
Item 6 Ownership of more than five percent on behalf of another person.
Not Applicable
Item 7 Identification and classification of the subsidiaries which acquired
the security being reported on by the Parent Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of a Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Not applicable.
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Schedule 13G Page 5 of 5 Pages
Item 10 Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
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.
December 2, 1997
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Date
/s/ Jonathan F. Zeschin
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Jonathan F. Zeschin, President
Founders Asset Management, Inc.
