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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14()(1) OF 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. 1 amends the Tender Offer Statement on Schedule
14D-1 initially filed on July 29, 1999 (as amended, this "Statement") 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").
ITEM 10. ADDITIONAL INFORMATION
The information set forth in the Offer to Purchase under the caption
"THE TENDER OFFER--19. Certain Legal Matters; Regulatory Approvals" is hereby
amended to add as follows:
At 11:59 p.m., Washington, D.C. time, on August 13, 1999, the waiting
period under the HSR Act applicable to the Offer with respect to Parent's
Notification and Report Form expired. Expiration or early termination of the
waiting period is a condition to the Offer, and such condition has now been
satisfied.
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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 16, 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 16, 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 16, 1999
OCEAN GROUP PLC
By: /s/ JOHN M. ALLAN
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Name: John M. Allan
Title: Chief Executive
