SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event) May 9, 1995
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MARK VII, INC.
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(Exact name of Registrant as specified in its charter)
Missouri
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(State or other jurisdiction of incorporation)
0-14810 43-1074964
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(Commission File Number) (IRS Employer Identification No.)
10100 N.W. Executive Hills Blvd., Suite 200, Kansas City, Missouri
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(Address of principal executive offices)
64153
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(Zip Code)
Registrant's telephone number, including area code (816)891-0500
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On May 9, 1995, the Registrant issued a press release
announcing the filing of a registration statement with the
Securities and Exchange Commission relating to a previously
announced proposed underwritten secondary offering of shares of
common stock by Roger M. Crouch, a director of the Registrant, and
certain relatives of Mr. Crouch and related entities. As described
in the press release, in connection with the closing of the
proposed secondary offering, Mr. Crouch will resign as a director
of the Registrant. Pursuant to an existing employment agreement,
however, Mr. Crouch remains available to serve the Registrant on an
as-requested basis and remains subject to a non-compete agreement.
A copy of such agreement is attached as an exhibit hereto, along
with the employment agreements between the Registrant and the named
executive officers, excluding Mr. Musacchio, whose agreement is
subject to further negotiation and which is expected to be
substantially similar to the agreement with Mr. Liss.
The foregoing is qualified in its entirety by reference
to the exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 1 Press Release issued May 9, 1995 by
the Registrant
Exhibit 2 Employment and Noncompete Agreement
between Roger M. Crouch and the
Registrant dated as of December 23,
1992
Exhibit 3 Employment and Noncompete Agreement
between R.C. Matney and the
Registrant dated as of April 1, 1992.
Revised Addendum to Employment and
Noncompete Agreement between R.C.
Matney and the Registrant dated as
of July 1, 1994
Exhibit 4 Employment and Noncompete Agreement
between J. Michael Head and the
Registrant dated as of August 1,
1992. Addendum to Employment and
Noncompete Agreement between J.
Michael head and the Registrant
dated as of February 1, 1995
Exhibit 5 Employment and Noncompete Agreement
between David H. Wedaman and the
Registrant dated as of January 1,
1992
Exhibit 6 Employment and Noncompete Agreement
between Robert E. Liss and Jupiter
Transportation, Inc., an indirect
wholly owned subsidiary of the
Registrant, dated as of July 1, 1994
Exhibit 7 Employment and Noncompete Agreement
between James T. Graves and the
Registrant dated as of August 1,
1992
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
MARK VII, INC.
By: /s/ James T. Graves
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Name: James T. Graves
Title: Vice Chairman, General
Counsel and Secretary