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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14()(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 1)
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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* This Amendment No. 3 to Schedule 14D-1 also constitutes Amendment No. 1 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
$0.01 per share, of Mark VII, Inc. beneficially owned by MSAS Acquisition
Corporation, MSAS Global Logistics Inc. and Ocean Group plc.
<PAGE>
This Amendment No. 3 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. 3 also
constitutes Amendment No. 1 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 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. Following expiration of the Offer, Purchaser accepted for payment all
Shares validly tendered and not withdrawn pursuant to the Offer. Purchaser has
been informed by the Depositary that, after giving effect to 16,963 Shares
tendered pursuant to the guaranteed delivery procedures, 9,259,566 Shares,
representing approximately 98.95% percent of the outstanding Shares, were
validly tendered and not withdrawn pursuant to the Offer.
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to
the Subject Company's Securities
The second paragraph under the caption "THE TENDER OFFER--13. The Merger
Agreement; Appraisal Rights in the Merger; Voting Agreements--The Merger
Agreement--Consideration to be Paid in the Merger" in the Offer to Purchase is
hereby deleted and the following is inserted in lieu thereof:
The Merger Agreement sets forth the timing and mechanics by which the
Company will cancel each option, warrant or other right to purchase shares (in
each case, a "Company Stock Option") of the common stock of the Company (the
"Company Common Stock") which is outstanding and each then outstanding stock
appreciation right with respect to shares of Company Common Stock (in each case,
an "SAR"), whether or not then vested or exercisable, in exchange for cash (the
"Cash-Out"). Specifically, the Merger Agreement provides that at or immediately
prior to the Effective Time, each Company Stock Option and each SAR will be
canceled by the Company, and that in consideration of such cancellation of
Company Stock Options and SARs with an exercise price of less than the Offer
Price, the Company (or, at Parent's option, Purchaser) will pay to the holders
of such Company Stock Options and SARs an amount equal to the product of (i) the
excess of the Offer Price over the exercise price of each such Company Stock
Option or SAR, as applicable, and (ii) the number of Shares previously subject
to such Company Stock Option or SAR, as applicable, immediately prior to its
cancellation (such payment to be net of withholding taxes and without interest).
On August 26, 1999, the Company executed a letter agreement with each of Parent
and Purchaser (the "Letter Agreement"), pursuant to which (a) the Company,
Parent and Purchaser agreed that the Cash-Out should occur on the date that
Purchaser accepts for payment validly tendered Shares pursuant to the Offer (the
"New Cash-Out Date"), rather than as provided in the Merger Agreement, and (b)
the Company agreed to use its reasonable best efforts to cause the Cash-Out to
occur on the New Cash-Out Date.
The third paragraph under the caption "THE TENDER OFFER--13. The Merger
Agreement; Appraisal Rights in the Merger; Voting Agreements--The Merger
Agreement--Conduct of Business Before the Merger" in the Offer to Purchase is
hereby amended to add at the end of such paragraph the following:
Pursuant to the Letter Agreement, each of Parent and Purchaser have agreed
to waive the Company's compliance with its agreement not to take certain of the
above listed actions, to the extent that such actions relate to the timing of
the Cash-Out, including the Company's agreement not to (i) split, combine or
reclassify any shares of Company Common Stock or declare, set aside or pay any
dividend or other distribution of any kind in respect of its capital stock, (ii)
except as required by law, enter into, adopt, amend or terminate any employee
compensation, benefit or similar plan, materially
<PAGE>
increase the compensation or fringe benefits of any director, officer or
employee or pay any benefit not required by any plan or arrangement in effect as
of July 27, 1999, and (iii) take or agree in writing to take any of the above
listed actions or any action that would make any of the Company's
representations and warranties contained in the Merger Agreement untrue or
incorrect in any material respect.
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended by adding the following exhibits:
(a)(9) Press Release dated August 27, 1999 issued by Ocean Group
(c)(11) Letter Agreement, dated August 26, 1999, between the Company and
each of Parent and Purchaser
<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: August 27, 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: August 27, 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: August 27, 1999
OCEAN GROUP PLC
By: /s/ JOHN M. ALLAN
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Name: John M. Allan
Title: Chief Executive
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Index Numbered Page
- ------ ------------- -------------
(a)(9) Press Release dated August 27, 1999 issued
by Ocean Group.......................................
(c)(11) Letter Agreement, dated August 26, 1999,
between the Company and each of Parent and
Purchaser
Ocean Group plc
27 August 1999
OCEAN COMPLETES (pound)143m TENDER OFFER FOR
LEADING USA LOGISTICS BUSINESS
Ocean Group plc, one of the world's leading global logistics companies, today
announced the successful completion of the tender by its indirect subsidiary,
MSAS Acquisition Corporation, for all outstanding shares of Mark VII, Inc, a
NASDAQ quoted multi-modal transportation logistics company, at $23.00 per share.
Ocean announced the terms of the offer on 27 July 1999.
The tender offer expired at 12:00 midnight, New York City time, on Thursday, 26
August 1999. Following expiration of the Offer, MSAS Acquisition Corporation
accepted for payment all shares validly tendered and not withdrawn pursuant to
the Offer. Ocean has been advised by the depositary for the Offer that as at the
expiration of the Offer 9,259,566 shares of Mark VII common stock were validly
tendered and not withdrawn (including 16,963 shares tendered pursuant to the
procedures for guaranteed delivery), representing 98.95% of total shares
outstanding. Ocean plans to acquire the remaining Mark VII common shares at
$23.00 per share through a cash merger of MSAS Acquisition Corporation into Mark
VII, expected to be completed shortly.
The cash offer 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.
Exhibit (c)(11)
MSAS GLOBAL LOGISTICS INC.
MSAS ACQUISITION CORPORATION
Mark VII, Inc.
965 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee 38120
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of July
27, 1999 (the "Merger Agreement"), by and among Mark VII, Inc., a Delaware
corporation (the "Company"), MSAS Global Logistics Inc., a New York corporation
("Parent"), and MSAS Acquisition Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent ("Acquisition"; and together with the Company
and Parent, the "Parties")). Capitalized terms used but not defined herein shall
have the meaning ascribed to such terms in the Merger Agreement.
Section 2.11 of the Merger Agreement sets forth the timing and mechanics
by which the Company will cancel each outstanding Company Stock Option and SAR
in exchange for cash (the "Cash-Out"). The Parties hereby agree that the
Cash-Out should occur on the date that Acquisition accepts for payment validly
tendered Shares pursuant to the Offer (the "New Cash-Out Date"), rather than as
provided in Section 2.11(a) of the Merger Agreement.
In connection therewith, each of Parent and Acquisition hereby waives the
Company's compliance with the covenants contained in Sections 5.1(c), 5.1(g),
5.1(r) and 5.10(a) to the extent that such covenants relate to the timing of the
Cash-Out. By acknowledging this letter, the Company agrees to use its reasonable
best efforts to cause the Cash-Out to occur on the New Cash-Out Date.
Dated: August 26, 1999
Very truly yours,
MSAS GLOBAL LOGISTICS INC.
By: /s/ Mick Fountain
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Name: Mick Fountain
Title: Regional Chief Executive
MSAS ACQUISITION CORPORATION
By: /s/ Stuart Young
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Name: Stuart Young
Title: Secretary
<PAGE>
Acknowledged and agreed to
on August 26, 1999 by:
MARK VII, INC.
By: /s/ Paul R. Stone
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Name: Paul R. Stone
Title: Chief Financial Officer
