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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14()(1) OF THE SECURITIES EXCHANGE ACT OF 1934*
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934**
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MARK VII, INC.
(Name of Subject Company)
MSAS ACQUISITION CORPORATION
MSAS GLOBAL LOGISTICS INC.
OCEAN GROUP PLC
(Bidders)
Common Stock, $0.05 par value per share
(Title of Class of Securities)
570414102
(CUSIP Number of Class of Securities)
John M. Allan
Chief Executive
Ocean Group plc
Ocean House, The Ring
Bracknell, Berkshire RG12 1AW
United Kingdom
44-1344-302-000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies To:
Steven R. Finley
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
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* Constituting the final amendment to Schedule 14D-1.
** This Amendment No. 4 to Schedule 14D-1 also constitutes Amendment No. 2 to
the Statement on Schedule 13D of MSAS Acquisition Corporation, MSAS Global
Logistics Inc. and Ocean Group plc with respect to the shares of common
stock, par value $0.05 per share, of Mark VII, Inc. beneficially owned by
MSAS Acquisition Corporation, MSAS Global Logistics Inc. and Ocean Group
plc.
<PAGE>
This Amendment No. 4 amends the Tender Offer Statement on Schedule 14D-1
initially filed on July 29, 1999 by MSAS Acquisition Corporation, a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of MSAS Global Logistics
Inc., a New York corporation ("Parent"), which is an indirect wholly owned
subsidiary of Ocean Group plc, a public limited company organized under the laws
of England and Wales ("Ocean Group"), relating to Purchaser's offer to purchase
all outstanding shares of common stock, $0.05 par value per share (the
"Shares"), of Mark VII, Inc., a Delaware corporation (the "Company"), at a price
of $23.00 per Share, net to the tendering stockholder in cash without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated July 29, 1999 (the "Offer to Purchase"), and the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
collectively together constitute the "Offer"). This Amendment No. 4 also
constitutes Amendment No. 2 to the Statement on Schedule 13D initially filed on
August 5, 1999 (as amended, together with the Schedule 14D-1 as amended, this
"Statement") by Purchaser, Parent and Ocean Group with respect to the Shares
beneficially owned by Purchaser, Parent and Ocean Group.
Item 5. Purpose of the Tender Offer and Plans or Proposal of the Bidder
Item 5 is hereby amended to add the following:
As provided in the Merger Agreement, following completion of the Offer,
the number of directors constituting the Company's Board of Directors was
increased from seven to eight and five members of the Company's Board of
Directors resigned and were replaced by six designees of the Parent: John Allan,
John Coghlan, Ian Smith, Stuart Young, Michael Fountain and Timothy Jones. Two
of the Company's directors, R.C. Matney and David H. Wedaman, remained on the
Board of Directors.
Item 6. Interest in Securities of the Subject Company
Item 6 is hereby amended to add the following:
At 12:00 midnight, New York City time, on August 26, 1999, the Offer
expired. A total of 8,913,779 Shares were purchased pursuant to the Offer,
representing approximately 98.9% percent of the outstanding Shares.
On September 1, 1999, pursuant to the Agreement and Plan of Merger, dated
as of July 27, 1999, by and among the Company, Parent and Purchaser, Purchaser
merged with and into the Company in accordance with the relevant provisions of
the Delaware General Corporation Law (the "Merger"). At the Effective Time, each
outstanding Share (other than Shares held in the treasury of the Company, Shares
owned by Purchaser, Parent or any subsidiary of Parent or the Company and Shares
as to which appraisal rights have been properly exercised) was converted into
the right to receive $23.00 in cash.
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended by adding the following exhibits:
(a)(10) Press Release dated September 2, 1999 issued by Ocean Group
<PAGE>
SIGNATURE
After due 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.
Dated: September 2, 1999
MSAS ACQUISITION CORPORATION
By: /s/ STUART A. YOUNG
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Name: Stuart A. Young
Title: Secretary and Treasurer
SIGNATURE
After due 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.
Dated: September 2, 1999
MSAS GLOBAL LOGISTICS INC.
By: /s/ MICK P. FOUNTAIN
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Name: Mick P. Fountain
Title: Regional Chief Executive
SIGNATURE
After due 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.
Dated: September 2, 1999
OCEAN GROUP PLC
By: /s/ JOHN M. ALLAN
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Name: John M. Allan
Title: Chief Executive
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Index Page
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(a)(10) Press Release dated September 2, 1999 issued by Ocean Group....
Ocean Group plc
2 September 1999
OCEAN COMPLETES FORMALITIES FOR
ACQUISITION OF LEADING USA LOGISTICS BUSINESS
Ocean Group plc, one of the world's leading global logistics companies, today
announced the successful completion of its acquisition of Mark VII, Inc, a
NASDAQ quoted multi-modal transportation logistics company. Ocean effected the
acquisition on 1 September 1999 by merging its indirect subsidiary, MSAS
Acquisition Corporation, with and into Mark VII, with Mark VII continuing as an
indirect, wholly owned subsidiary of Ocean. The merger followed the tender by
MSAS Acquisition Corporation for all outstanding shares of Mark VII at $23.00
per share. Pursuant to the Offer, MSAS Acquisition Corporation purchased shares
representing 98.95% of all Mark VII common stock outstanding. In the merger,
each outstanding Mark VII common share not previously purchased in the Offer was
converted into the right to receive the same $23.00 per share cash price paid in
the Offer. Ocean announced the terms of the offer and the merger on 27 July
1999.
The cash offer and merger at $23 per share values the company at $227m
((pound)143m). The consideration will be satisfied out of Ocean's existing cash
reserves and new banking facilities.
- ENDS -
For further information please contact:
John Allan, Chief Executive Tel: 01344 744363
John Coghlan, Finance Director Tel: 01344 744406
Ian Smith, Group Commercial Director Tel: 01344 744407
Tony Lascelles, Company Secretary and Tel: 01344 744409
Director of Corporate Affairs
Further information on Ocean Group plc and its businesses is
available on Ocean's website: www.oceangroup.uk.com
<PAGE>
Notes for Editors 1
Mark VII
Mark VII, one of the largest non-asset based third-party logistics companies in
the USA, has shown rapid growth in recent years and in 1998 achieved revenues of
$725m. Operating income has grown from $6.8m in 1994 to $16.6m in 1998, a
compound annual growth rate of over 25%. The business started in transport
brokerage covering road, rail and some sea freight. More recently it has grown
its transportation logistics business which now accounts for 37% of revenues.
The company is headquartered in Memphis where the majority of its 360 personnel
are based. In addition it has a network of 125 company and agency branch offices
in 35 states with an extensive customer list including Alcan Aluminium, BASF,
Frito Lay, Marriott International, Mobil Oil and Occidental Chemicals. At the
end of 1998 the company had shareholders funds of $41.2m.
In the announcement of the offer on 27 July 1998 John Allan, Ocean's Chief
Executive, said, "One of the key strands of our global strategy is to build our
North American logistics capabilities. Following the recent acquisition of
Skyking, which gave us a US domestic airfreight offering, and Fenton, which
built up our US customs broking activity, Mark VII's transport management
capability will significantly enhance our provision of integrated logistics
solutions for our multi-national customers. In addition, we plan to apply the
Mark VII transportation logistics model to MSAS Global Logistics businesses in
other territories."
Mr Allan continued: "Mark VII has a strong management team and I am delighted
that this team will be remaining with the company and working with us to further
strengthen our growing US presence."
<PAGE>
Notes for Editors 2
OCEAN GROUP plc
Ocean is a world leader in global integrated logistics with over 16,000
employees, an annual turnover exceeding (pound)1.3 billion and a market
capitalisation of (pound)1.5 billion.
Ocean's main businesses
MSAS Global Logistics brings together all the Group's logistics businesses under
a unified identity to meet customer needs for a single, seamless organisation
offering customised programmes from a broad range of supply chain capabilities:
Global transportation, regional distribution, inventory control, warehousing,
value added services - including product assembly, configuration, testing,
repair, after-sales service - and information management.
The global service network extends across more than 550 locations in 112
countries and employs over 14,000 people. Customers include many of the world's
leading multi-national companies.
The principal businesses under MSAS Global Logistics are:
International Logistics Management
MSAS, one of the world's top three airfreight forwarders which also provides
seafreight, customs brokerage and related logistics services, Skyking, a US
domestic airfreight forwarder and Fenton, a US customs broker
Mercury and Higgs International, UK market leaders in the provision of worldwide
mailing and distribution of printed matter and Marken, an international premium
express courier business
Contract Logistics
McGregor Cory, a major contract logistics operator with 37 operating locations
across six EU countries and Intexo, a leading European gateway logistics
operator providing value-added services to the high technology and healthcare
sectors with 15 major logistics centres.
Marine & Environmental
Cory Towage is an international marine services supplier operating 60 tugs
worldwide and employing 400 people. Towage services include harbour and terminal
work, fire-fighting and pollution control services, vessel escorting and coastal
towage. Related marine services include workboats, pilotage, linehandling,
SPM/navigational aid maintenance, newbuild supervision, training and
consultancy.
Currently the company operates in the UK, where it is the second largest towage
provider, Ireland, Canada, South America, the Middle East and the Baltic,
serving 25 commercial ports and 12 oil terminals.
Cory Environmental is one of the UK's leading environmental service companies,
employing 1,600 people. Its waste management activities include the operation of
long-term contracts for the landfill disposal of waste for London,
Gloucestershire, Essex and Kent together with landfill sites, waste transfer
stations and a tug and barge fleet on the River Thames handling c 15% of
London's municipal waste. Its municipal services business provides refuse
collection, street cleansing, recycling and ancillary services to 8 local
authorities.
