SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)(1)
Mark VII, Inc.
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(Name of Issuer)
Common Stock, par value $0.05 per share
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(Title of Class of Securities)
570414 10 2
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(CUSIP Number)
John M. Allan, Ocean House, The Ring, Bracknell, Berkshire RG12 1AW
United Kingdom, 44-1344-302-000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 1999
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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(1) 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 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 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).
<PAGE>
CUSIP No. 570414 10 2 SCHEDULE 13D Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MSAS Acquisition Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 751,272 (1)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
751,272 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Reporting Person disclaims beneficial ownership of the 751,272 shares
and this statement shall not be construed as an admission that the Reporting
Person is the beneficial owner of any such shares.
<PAGE>
CUSIP No. 570414 10 2 SCHEDULE 13D Page 3 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MSAS Global Logistics Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 751,272 (1)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
751,272 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Reporting Person disclaims beneficial ownership of the 751,272 shares
and this statement shall not be construed as an admission that the Reporting
Person is the beneficial owner of any such shares.
<PAGE>
CUSIP No. 570414 10 2 SCHEDULE 13D Page 4 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ocean Group plc
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 751,272 (1)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
751,272 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Reporting Person disclaims beneficial ownership of the 751,272 shares
and this statement shall not be construed as an admission that the Reporting
Person is the beneficial owner of any such shares.
<PAGE>
CUSIP No. 570414 10 2 SCHEDULE 13D Page 5 of 7 Pages
Item 1. Security and Issuer.
(a): The name and address of the issuer is Mark VII, Inc., a
Delaware corporation (the "Company"), which has its principal offices located at
965 Ridge Lake Boulevard, Suite 100, Memphis, Tennessee 38120.
(b): The title and class of equity securities to which this
statement relates is the Common Stock, $0.05 par value, of the Company (the
"Shares").
The information set forth in "INTRODUCTION" of MSAS Acquisition
Corporation's Offer to Purchase, dated July 29, 1999, a copy of which is
attached as Exhibit (a)(1) to the Schedule 14D-1 filed by MSAS Acquisition
Corporation, MSAS Global Logistics Inc. and Ocean Group plc on July 29, 1999
(the "Offer to Purchase"), is incorporated herein by reference. Capitalized
terms used and not defined herein have the meanings ascribed to them in the
Offer to Purchase.
Item 2. Identity and Background.
(a) - (c), (f): This statement is filed by Ocean Group plc,
organized under the laws of England and Wales ("Ocean Group"), MSAS Global
Logistics Inc., a New York corporation and an indirect wholly owned subsidiary
of Ocean Group ("Parent"), and MSAS Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent ("Purchaser"), collectively
referred to as the "Reporting Persons."
The information, concerning the name, state or other place of
organization, principal business and address of the principal office of Ocean
Group, Parent and Purchaser, and the name, age, business address, citizenship,
present principal occupation or employment (including the name, principal
business and address of any corporation or other organization in which such
employment or occupation is conducted) set forth in "INTRODUCTION," "THE TENDER
OFFER -- 8. Certain Information Concerning Ocean Group, Parent and Purchaser"
and SCHEDULE I ("DIRECTORS AND EXECUTIVE OFFICERS OF OCEAN GROUP PLC, MSAS
GLOBAL LOGISTICS INC. AND MSAS ACQUISITION CORPORATION") of the Offer to
Purchase is incorporated herein by reference.
d): During the last five years, neither Ocean Group, Parent,
Purchaser nor, to Ocean Group's, Parent's and Purchaser's knowledge, any officer
or director of Ocean Group, Parent or Purchaser, has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e): During the last five years, neither Ocean Group, Parent,
Purchaser nor, to Ocean Group's, Parent's and Purchaser's knowledge, any officer
or director of Ocean Group, Parent or Purchaser has been party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person would have been subject to any judgment, decree or
final order enjoining future violation of or prohibiting or mandating activities
subject to Federal or State securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in "THE TENDER OFFER -- 9. Source and
Amount of Funds" in the Offer to Purchase is hereby incorporated by reference.
Item 4. Purpose of Transaction.
(a) - (g), (j): The information set forth in "INTRODUCTION," "THE
TENDER OFFER -- 12. Purpose of the Offer; The Merger Agreement," and "THE TENDER
OFFER -- 13. The Merger Agreement; and Appraisal Rights in the Merger; Voting
Agreements" of the Offer to Purchase is incorporated herein by reference.
(h) and (i): The information set forth in "THE TENDER OFFER -- 17.
Effects of the Offer on the Market for Shares; Nasdaq National Market; Exchange
Act Registration" of the Offer to Purchase is incorporated herein by reference.
Except as disclosed in the Offer to Purchase, the Agreement and Plan
of Merger, dated as of July 27, 1999, by and among the Company, Parent and
Purchaser, and the six Tender and Voting Agreements and Irrevocable Proxies (the
"Voting Agreements"), each dated as of July 27, 1999, by and between Parent,
Purchaser and certain stockholders of the Company (the "Proxy Grantors"),
neither Ocean Group, Parent nor Purchaser has any current plans or proposals
that relate to or would result in any of the events described in clauses (a)
through (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
<PAGE>
CUSIP No. 570414 10 2 SCHEDULE 13D Page 6 of 7 Pages
(a) - (c): The information set forth in "INTRODUCTION," "THE TENDER
OFFER -- 12. Purpose of the Offer; The Merger Agreement" and "THE TENDER OFFER
- -- 13. The Merger Agreement; Appraisal Rights in the Merger; Voting Agreements"
of the Offer to Purchase is incorporated herein by reference. As a result of
Parent and Purchaser obtaining irrevocable proxies with respect to certain
Shares pursuant to the Voting Agreements, Parent, Purchaser and, indirectly
Ocean Group, may be deemed to beneficially own an aggregate of up to 751,272
Shares (representing approximately 8.4% of the Shares outstanding as of July 27,
1999), which are held by the Proxy Grantors. Each of Ocean Group, Parent and
Purchaser, however, disclaims beneficial ownership of such Shares, and this
statement shall not be construed as an admission that Ocean Group, Parent or
Purchaser is, for any or all purposes, the beneficial owner of such Shares.
(d): The information set forth in "THE TENDER OFFER -- 12. Purpose
of the Offer; The Merger Agreement -- Voting Agreements" of the
Offer to Purchase is incorporated herein by reference. Until
the acceptance for payment and payment for Shares tendered
pursuant to the Offer, each Proxy Grantor will retain the right
to receive dividends in respect of, and the proceeds from the
sale of, the Shares of such Proxy Grantor subject to the Voting
Agreement. Of the 751,272 Shares, 701,380 Shares (representing
approximately 7.8% of the Shares outstanding as of July 27,
1999) are beneficially owned by R. C. Matney, Chairman of Mark
VII, Inc.'s board of directors and the Chief Executive Officer
of Mark VII, Inc.
(e): Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The information set forth in "INTRODUCTION," "THE TENDER OFFER --
10. Certain Transactions Between Ocean Group and the Company," "THE TENDER OFFER
- -- 12. Purpose of the Offer; The Merger Agreement" and "THE TENDER OFFER -- 13.
The Merger Agreement; Appraisal Rights in the Merger; Voting Agreements" of the
Offer to Purchase is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit A Offer to Purchase, dated July 29, 1999
(incorporated by reference to the Schedule 14D-1
filed by Purchaser, Parent and Ocean Group on July
29, 1999)
Exhibit B Agreement and Plan of Merger, dated as of July 27,
1999, by and among the Company, Parent and
Purchaser (incorporated by reference to the
Schedule 14D-1 filed by Purchaser, Parent and
Ocean Group on July 29, 1999)
Exhibit C Tender and Voting Agreement and Irrevocable Proxy,
dated as of July 27, 1999, by and between Parent,
Purchaser and R.C. Matney (incorporated by
reference to the Schedule 14D-1 filed by
Purchaser, Parent and Ocean Group on July 29,
1999)
Exhibit D Tender and Voting Agreement and Irrevocable Proxy,
dated as of July 27, 1999, by and between Parent,
Purchaser and David H. Wedaman (incorporated by
reference to the Schedule 14D-1 filed by
Purchaser, Parent and Ocean Group on July 29,
1999)
Exhibit E Tender and Voting Agreement and Irrevocable Proxy,
dated as of July 27, 1999, by and between Parent,
Purchaser and James T. Graves (incorporated by
reference to the Schedule 14D-1 filed by
Purchaser, Parent and Ocean Group on July 29,
1999)
Exhibit F Tender and Voting Agreement and Irrevocable Proxy,
dated as of July 27, 1999, by and between Parent,
Purchaser and William E. Greenwood (incorporated
by reference to the Schedule 14D-1 filed by
Purchaser, Parent and Ocean Group on July 29,
1999)
Exhibit G Tender and Voting Agreement and Irrevocable Proxy,
dated as of July 27, 1999, by and between Parent,
Purchaser and Thomas J. Fitzgerald (incorporated
by reference to the Schedule 14D-1 filed by
Purchaser, Parent and Ocean Group on July 29,
1999)
Exhibit H Tender and Voting Agreement and Irrevocable Proxy,
dated as of July 27, 1999, by and between Parent,
Purchaser and Jay U. Sterling (incorporated by
reference to the Schedule 14D-1 filed by
Purchaser, Parent and Ocean Group on July 29,
1999)
Exhibit I Revolving Credit Facility Commitment Letter, dated
as of July 26, 1999, between Ocean Group and
Deutsche Bank (incorporated by reference to the
Schedule 14D-1 filed by Purchaser, Parent and
Ocean Group on July 29, 1999)
<PAGE>
CUSIP No. 570414 10 2 SCHEDULE 13D Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
OCEAN GROUP PLC
By: /s/ John M. Allan
--------------------------------
Name: John M. Allan
Title: Chief Executive
MSAS GLOBAL LOGISTICS INC.
By: /s/ Mick P. Fountain
--------------------------------
Name: Mick P. Fountain
Title: Regional Chief Executive
MSAS ACQUISITION CORPORATION
By: /s/ Stuart A. Young
--------------------------------
Name: Stuart A. Young
Title: Secretary
