AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 1995

REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MARK VII, INC.
(Exact name of Registrant as specified in its charter)

MISSOURI 43-1074964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

10100 N.W. EXECUTIVE HILLS BOULEVARD, SUITE 200
KANSAS CITY, MISSOURI 64153
(816) 891-0500
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

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J. MICHAEL HEAD
EXECUTIVE VICE PRESIDENT
MARK VII, INC.
10100 N.W. EXECUTIVE HILLS BOULEVARD, SUITE 200
KANSAS CITY, MISSOURI 64153
(816) 891-0500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

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COPIES TO:

Randall B. Sunberg, Esq. Richard C. Tilghman, Jr., Esq.
Shook, Hardy & Bacon P.C. Piper & Marbury L.L.P.
One Kansas City Place and 36 South Charles Street
1200 Main Street Baltimore, Maryland 21201
Kansas City, Missouri 64105-2118

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
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CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE

Common Stock, par value $.10 per
share........................... 1,269,613 shares $17.125 $21,742,122.63 $7,497.28
<FN>
(1) Includes 115,419 shares of Common Stock issuable upon exercise of the
Underwriter's over-allotment option.
(2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933, based on
the average of the high and low prices of the Common Stock as reported by
the Nasdaq National Market on May 3, 1995 solely for the purpose of
calculating the registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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- --------------------------------------------------------------------------------

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION
MAY 8, 1995

1,154,194 SHARES

[LOGO]

COMMON STOCK
---------

All of the 1,154,194 shares of Common Stock of Mark VII, Inc. (the
"Company") offered hereby are being sold by the Company's principal shareholder
and certain related persons (the "Selling Shareholders"). See "Principal and
Selling Shareholders." The Company will not receive any of the proceeds from the
sale of the shares by the Selling Shareholders. The Common Stock is quoted on
the Nasdaq National Market under the symbol "MVII." On May 5, 1995, the last
sale price of the Common Stock as reported on the Nasdaq National Market was
$16 7/8 per share. See "Price Range of Common Stock and Dividend Policy."

--------------

SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
--------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRICE UNDERWRITING PROCEEDS TO
TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS(1) SHAREHOLDERS(1)

Per Share................................ $ $ $
Total(2)................................. $ $ $
<FN>
(1) Before deducting offering expenses payable by the Selling Shareholders
estimated at $250,000.

(2) The Selling Shareholders have granted the Underwriter a 30-day option to
purchase up to 115,419 additional shares of Common Stock solely to cover
over-allotments, if any. To the extent that the option is exercised, the
Underwriter will offer the additional shares at the Price to Public shown
above. If the option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to Selling Shareholders
will be $ , $ and $ , respectively. See "Underwriting."

--------------

The shares of Common Stock are offered by the Underwriter, subject to prior
sale, when, as and if delivered to and accepted by it, and subject to the right
of the Underwriter to reject any order in whole or in part. It is expected that
delivery of the shares of Common Stock will be made at the offices of Alex.
Brown & Sons Incorporated, Baltimore, Maryland, on or about , 1995.

ALEX. BROWN & SONS
INCORPORATED

THE DATE OF THIS PROSPECTUS IS , 1995

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and at the Regional Offices of the
Commission at 7 World Trade Center, 13th Floor, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
information can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.

This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933 (the "Securities
Act"). This Prospectus does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and to the
exhibits thereto for further information with respect to the Company. Any
statements contained herein concerning the provisions of any contract, agreement
or other document are not necessarily complete and, in each instance, reference
is made to the copy of such contract, agreement or other document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission (File No.
0-14810) pursuant to the Exchange Act are incorporated in and made a part of
this Prospectus by reference: (i) Annual Report on Form 10-K for the year ended
December 31, 1994; (ii) Quarterly Report on Form 10-Q for the period ended April
1, 1995; and (iii) the description of the Common Stock set forth in the
Company's Registration Statement on Form 8-A, as amended, filed with the
Commission on July 23, 1986.

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part hereof.
Any statements contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein (or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded.

This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Such documents (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference) are
available to any person, including any beneficial owner, to whom this Prospectus
is delivered, on written or oral request, without charge, directed to the
Company at 5310 St. Joseph Avenue, St. Joseph, Missouri 64505 (telephone number
(816) 233-3158), Attention: Secretary.

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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER AND CERTAIN SELLING GROUP
MEMBERS OR THEIR AFFILIATES MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN
THE COMMON STOCK OF THE COMPANY ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH
RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SEE
"UNDERWRITING."

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS
PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE. PROSPECTIVE PURCHASERS OF THE
SHARES OF COMMON STOCK OFFERED HEREBY SHOULD CAREFULLY CONSIDER, AMONG OTHER
THINGS, THE INFORMATION SET FORTH UNDER THE HEADING "INVESTMENT CONSIDERATIONS."
UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS ASSUMES NO
EXERCISE OF THE UNDERWRITER'S OVER-ALLOTMENT OPTION.

THE COMPANY

Mark VII, Inc. (the "Company") is a sales, marketing and service
organization that acts as a provider of transportation services and more
recently also as a transportation logistics manager. As a provider of
transportation services, the Company arranges domestic and international
"door-to-door" transportation using a number of transportation modes, including
rail, truck, ship and air. As a logistics manager, the Company provides its
customers with value-added elements of the distribution chain, such as private
fleet management, warehousing, dedicated trucking and regional and local
distribution. Since 1992, the Company has experienced compounded annual growth
in operating revenues and income from continuing operations of approximately 27%
and 43%, respectively.

The Company has established a network of skilled transportation sales
personnel and logistics managers at its headquarters and 90 branch sales offices
in 34 states. The majority of the Company's sales offices are operated by
independent commission agents who are responsible for client relationships,
office expenses and billing. The Company supports its agency offices by
providing expertise in multiple transportation modes, rate negotiation and
logistics design, as well as administrative and credit services.

The Mark VII network acts as a link between shippers and carriers. Shippers
use transportation services companies to either complement or substitute for
in-house transportation departments. The Company complements in-house shipping
departments by providing expertise in multiple modes of transportation,
providing access to additional transportation equipment, negotiating
transportation rates and increasing the productivity of in-house personnel. The
Company provides shippers with an opportunity to outsource all or part of the
transportation function, thereby allowing them to devote assets and personnel to
their primary business. The Company's services are also utilized by
transportation carriers to supplement their in-house sales departments and to
improve equipment utilization. The Company maintains close relationships with
major railroads, trucklines, shipping lines and air freight carriers.

As a knowledge driven logistics company, the Company intends to own and
operate transportation assets only when essential to providing customer service
and likely to provide adequate financial returns. Consistent with this strategy,
in June 1994, the Company entered into an agreement for the sale of
substantially all of the assets of its former truckload subsidiary, MNX
Carriers, Inc. ("Carriers"), which was completed in October 1994 (the "Asset
Sale"). In October 1994, the Company downsized TemStar, Inc. ("TemStar"), its
refrigerated trailer subsidiary.

Roger M. Crouch, the principal Selling Shareholder, was the founder of
Carriers. He discontinued his involvement in the day-to-day management of the
Company following the Asset Sale, although he remains available to serve the
Company on an as-requested basis pursuant to an existing employment agreement
and remains subject to a non-compete agreement. Mr. Crouch intends to resign as
a director of the Company upon completion of this offering.

The Company was organized as a Missouri corporation in 1976. The Company's
corporate offices are located at 10100 N.W. Executive Hills Boulevard, Suite
200, Kansas City, Missouri 64153, and its telephone number is (816) 891-0500.
Unless the context requires otherwise, all references to the Company include the
Company and its wholly owned subsidiaries, including its transportation services
subsidiary, Mark VII Transportation Company, Inc. ("Mark VII").

THE OFFERING

Common Stock offered by the Selling Shareholders........ 1,154,194 shares
Common Stock outstanding before and after offering...... 4,834,936 shares(1)
Nasdaq National Market Symbol........................... MVII
<FN>
- --------------
(1) Excludes 1,232,349 shares reserved for issuance under the Company's stock
option plans (of which options to purchase 632,349 shares are outstanding,
with a weighted average exercise price of $10.50 per share).

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

FISCAL YEAR(1) THREE MONTHS(2)
----------------------------------------------------- --------------------
1990(3) 1991 1992 1993 1994 1994 1995
--------- --------- --------- --------- --------- --------- ---------

STATEMENTS OF INCOME DATA:
Operating revenues........................ $ 103,806 $ 195,246 $ 264,881 $ 341,532 $ 428,772 $ 93,096 $ 105,456
Transportation costs...................... 93,229 171,196 230,100 296,656 370,232 80,949 89,791
--------- --------- --------- --------- --------- --------- ---------
Net revenues.............................. 10,577 24,050 34,781 44,876 58,540 12,147 15,665
Operating income (loss)................... (57) 1,257 3,645 4,457 6,847 925 1,441
Income (loss) from continuing operations
before income taxes...................... (700) 655 3,035 4,199 6,267 817 1,336
Income (loss) from continuing
operations............................... (420) 393 1,791 2,490 3,667 462 780
Fully diluted earnings (loss) per share
from continuing operations............... $ (.09) $ .08 $ .38 $ .51 $ .75 $ .09 $ .16
Average fully diluted common shares and
equivalents outstanding.................. 4,720 4,802 4,759 4,918 4,901 4,977 4,978

OPERATING DATA:
Total loads............................... 84,000 151,000 202,000 276,000 368,000 78,000 93,000
As of the end of the period:
Branch sales offices -- Company......... 13 13 16 18 19 19 17
-- Agency.............. 26 35 60 75 74 73 73
Employees............................... 95 163 175 282 405 321 360

BALANCE SHEET DATA: APRIL 1, 1995
-------------

Working capital.................................................................................. $ 13,689
Total assets..................................................................................... 67,693
Total debt....................................................................................... 11,465
Shareholders' investment......................................................................... 24,528
<FN>
- ------------------
(1) The Company's fiscal year ends on the Saturday nearest December 31. Fiscal
years 1990, 1991, 1993 and 1994 included 52 weeks and fiscal year 1992
included 53 weeks.
(2) The Company's fiscal first quarters for the years 1994 and 1995 ended on
April 2 and April 1, respectively.
(3) The Company acquired Mark VII on July 2, 1989. Mark VII was a start-up
operation and incurred operating losses in early 1990 before achieving a
profitable level of operations in late 1990.

INVESTMENT CONSIDERATIONS

IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE
FOLLOWING FACTORS SHOULD BE CAREFULLY CONSIDERED IN EVALUATING AN INVESTMENT IN
THE SHARES OF COMMON STOCK OFFERED HEREBY:

POSSIBLE EFFECT OF ECONOMIC DEVELOPMENTS

Interest rate fluctuations, economic recession, customers' business cycles,
availability of qualified drivers, changes in fuel prices and supply, increases
in fuel or energy taxes and the transportation costs of third party carriers are
economic factors over which the Company has little or no control. Increased
operating expenses incurred by transportation carriers can be expected to result
in higher transportation costs, and the Company's operating margins would be
adversely affected if it were unable to pass through to its customers the full
amount of increased transportation costs. Economic recession or a downturn in
customers' business cycles, particularly in industries in which the Company has
a large number of customers, also could have a materially adverse effect on the
Company's operating results due to reduced volume of loads.

DEPENDENCE ON EQUIPMENT AND SERVICES AVAILABILITY

The Company is dependent in part on the availability of transportation
equipment, including trailers and containers, and services, including drivers
and rail service, provided by independent third parties. If the Company were
unable to secure sufficient transportation equipment or services to meet its
customers' needs, its results of operations could be materially adversely
affected. See "The Company -- Transportation Modes."

RELIANCE ON AGENTS

The Company relies upon the services of independent commission agents to
market its transportation services and to act as intermediaries with customers.
Although the Company believes its relationship with its agents is satisfactory,
there can be no assurance that the Company will continue to be successful in
retaining its agents or that agents who terminate their contracts can be
replaced by equally qualified persons. In addition, the Company relies heavily
on the efforts and abilities of R.C. Matney, its Chairman of the Board,
President and Chief Executive Officer, to attract and retain agents. Because the
agents often have the primary relationship with customers, some customers could
be expected to terminate their relationship with the Company were a particular
agent to terminate his or her relationship with the Company. See "The Company --
Agency Network and Operations."

STATUS OF AGENTS AND FLEET CONTRACTORS

Although management believes that the Company's independent commission
agents and fleet contractors are not employees of the Company under existing
interpretations of federal and state tax laws, there can be no assurance that
tax authorities will not successfully challenge this position, or that such
interpretations or tax laws will not change. If the agents and fleet contractors
were determined to be employees, such determination would materially increase
the Company's operating expenses, primarily employment taxes, workers'
compensation and health insurance. See "The Company -- Agency Network and
Operations."

COMPETITION

The transportation services industry is highly competitive. The Company
competes against other integrated logistics companies, as well as third party
brokers and carriers offering logistics services. The Company also competes
against carriers' internal sales forces and shippers' transportation
departments. This competition is based primarily on freight rates, quality of
service, reliability, transit times and scope of operations. Several other
logistics companies and third party brokers and numerous carriers have
substantially greater financial and other resources and are more established
than the Company. The Company also competes with third party brokers for the
services of independent commission agents and with trucklines for the services
of fleet contractors and drivers. See "The Company -- Competition."

IMPORTANCE OF CERTAIN CUSTOMERS

During 1994, the Company's ten and five largest customers accounted for
approximately 26% and 19%, respectively, of operating revenues. The loss of one
or more large customers could have a materially adverse effect on the Company's
operating results.

GOVERNMENT REGULATION

Mark VII is licensed by the Interstate Commerce Commission (the "ICC") as a
broker in arranging for the transportation, by motor vehicle, of general
commodities between points in the United States. The ICC prescribes
qualifications for acting in this capacity, including certain surety bonding
requirements. In its ocean freight forwarding business, Mark VII is licensed as
an ocean freight forwarder and as a non-vessel operating common carrier by the
Federal Maritime Commission. Mark VII's air freight forwarding business is
subject to regulation, as an indirect air cargo carrier, under the Federal
Aviation Act by the Department of Transportation (the "DOT"). Mark VII also is
subject to certain foreign regulations. Several of the Company's other
subsidiaries are common and contract motor carriers regulated by the ICC and
various state agencies. The Company's motor carrier operations are subject to
safety regulations of the DOT related to such matters as hours of service by
drivers, equipment inspection and equipment maintenance. Violation of these
regulations could increase claims liability, including for uninsured punitive
damages. Violations also could subject the Company to fines or, in the event of
a serious violation, suspension or revocation of operating authority. All of
these regulatory authorities have broad powers, generally governing activities
such as authority to engage in motor carrier operations, rates and charges, and
certain mergers, consolidations and acquisitions. Although compliance with these
regulations has not had a materially adverse effect on the Company's operations
or financial condition in the past, there can be no assurance that such
regulations or changes thereto will not adversely impact the Company's
operations in the future.

SEASONALITY

In the transportation industry generally, results of operations show a
seasonal pattern, as customers reduce shipments during and after the winter
holiday season. In recent years, the Company's operating income and earnings
have been higher in the second and third quarters than in the first and fourth
quarters.

DEPENDENCE ON KEY PERSONNEL

The Company is highly dependent upon the efforts and abilities of Mr.
Matney. Although the Company believes that it has developed an experienced and
talented management team, the loss of Mr. Matney could have a materially adverse
effect on the Company. The Company has a long-term employment contract with Mr.
Matney and maintains key man life insurance with respect to Mr. Matney in the
face amount of $3 million. See "Management."

POSSIBLE FLUCTUATIONS IN STOCK PRICE

The market price of the Common Stock could be subject to significant
fluctuations in response to variations in the Company's quarterly operating
results, general trends in the transportation industry, general market and
economic conditions and other factors, many of which are beyond the control of
the Company.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the Common
Stock offered hereby.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is quoted on the Nasdaq National Market under the symbol
"MVII." The following table sets forth the high and low sales prices per share
of the Common Stock as reported on the Nasdaq National Market for the fiscal
periods indicated:

HIGH LOW
----------- -----------

1993:
First Quarter................................................................................. $ 81/4 $ 53/4
Second Quarter................................................................................ 87/8 53/4
Third Quarter................................................................................. 111/4 83/4
Fourth Quarter................................................................................ 131/8 91/2
1994:
First Quarter................................................................................. $ 151/4 $ 115/8
Second Quarter................................................................................ 147/8 117/8
Third Quarter................................................................................. 14 91/8
Fourth Quarter................................................................................ 115/8 91/4
1995:
First Quarter................................................................................. $ 181/2 $ 111/8
Second Quarter (through May 5, 1995).......................................................... 177/8 161/2

On May 5, 1995, the last reported sale price of the Common Stock on the
Nasdaq National Market was $16 7/8 per share. As of March 15, 1995 there were
264 shareholders of record, representing approximately 1,500 beneficial holders
of the Common Stock.

The Company has never paid a cash dividend on the Common Stock. It is the
intention of the Board of Directors to continue to retain earnings to finance
the growth of the Company's business rather than to pay cash dividends. Future
payments of cash dividends will depend upon the financial condition, results of
operations and capital commitments of the Company, as well as other factors
deemed relevant by the Board of Directors. The Company and its subsidiaries are
currently subject to the terms of a line of credit that requires approval of the
lender before paying dividends. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

THE COMPANY

INDUSTRY OVERVIEW

According to the most recently available industry data, domestic
transportation is an approximately $390 billion a year industry. Approximately
$312 billion, or 80%, is generated by the trucking industry, $190 billion of
which is generated by non-local trucking, and $31 billion, or 8%, by rail. The
largest segment of the non-local trucking industry is comprised of private
fleets owned and operated by the shipper, a $100 billion segment. This segment
has been gradually shrinking since 1980 as truckload carriers have become more
service oriented in a deregulated environment. The shippers' focus on
profitability has driven a trend toward outsourcing the ownership and management
of private fleets. The next largest segment, for-hire truckload, is a $53
billion segment, over half of which is comprised of specialized niches such as
household goods, temperature-controlled, flats and tanks. Truckload carriers
have traditionally focused on providing services within only one of these
niches, with few dominating any particular niche or operating equipment in
multiple niches.

The majority of the rail industry consists of traditional equipment, such as
boxcar and hopper, utilized in single mode service. A significant portion of
rail is characterized as intermodal business, where rail service is augmented by
other modes of transportation, usually truckline, for parts of the shipment's
journey. Intermodal service utilizes trailer-on-flat car, container-on-flat car
and double stack container for the rail portion of the journey. Railroads have
traditionally marketed their own services. However, in the intermodal segment,
railroads have relied almost exclusively on third party sales agents, primarily
due to the need to arrange other transportation modes on either end of the rail
journey. In recent years, railroads have imposed volume minimums and higher
credit standards on third party brokerage firms that wish to arrange intermodal
transportation, thus creating growth opportunities for larger transportation
services companies and contributing to further consolidation. The Company is one
of a few large transportation services companies, with the majority of the
market consisting of small brokers.

Historically, most transportation services have been provided by brokers
with capabilities in only one or a very limited number of modes. Mark VII has
differentiated itself by providing traditional transportation services in
virtually every mode, as well as by combining these services with logistics
services, including private fleet management, warehousing, dedicated trucking
and regional and local distribution. Mark VII's logistics managers have the
ability to utilize a portfolio of transportation products and design optimal
transportation solutions for shippers. Mark VII's competitive advantage results
from the experience and knowledge of its logistics managers and in the market
information it possesses from its diverse revenue base.

Shippers increasingly use computer technology to control inventory carrying
costs and improve customer service by decreasing shipping time through
"just-in-time" delivery systems. The complex distribution systems that result
require not only selection of the proper mode to transport freight, but
management in a way that minimizes overall logistics costs. At the same time, in
an effort to reduce overhead costs and introduce the expertise necessary to
manage their distribution systems, many shippers have sought to downsize their
transportation departments by outsourcing all or a portion of the traffic
function, particularly private fleet management.

GENERAL

The Company is a sales, marketing and service organization that acts as a
provider of transportation services and more recently also as a transportation
logistics manager. As a provider of transportation services, the Company
arranges domestic and international "door-to-door" transportation using a number
of different transportation modes, including rail, truck, ship and air. As a
logistics manager, the Company provides its customers with value-added elements
of the distribution chain, such as private fleet management, warehousing,
dedicated trucking and regional and local distribution.

The Company has established a network of skilled transportation sales
personnel and logistics managers at its operating headquarters in Memphis,
Tennessee and 90 branch sales offices in 34 states. Most of the Company's sales
offices are operated by independent commission agents responsible for

client relationships, office expenses and billing. The Company supports its
agency offices by providing expertise in multiple transportation modes, rate
negotiation and logistics design, as well as administrative and credit services.

The Mark VII network of agents acts as a link between shippers and carriers.
Shippers use transportation services companies to either complement or
substitute for in-house transportation departments. The Company augments
in-house shipping departments by providing expertise in multiple modes of
transportation, providing access to additional transportation equipment,
negotiating transportation rates and increasing the productivity of in-house
personnel. The Company provides shippers with an opportunity to outsource all or
part of the transportation function, thereby allowing them to devote assets and
personnel to their primary business. The Company's services are also utilized by
transportation carriers to supplement their in-house sales departments and to
improve equipment utilization. The Company maintains close relationships with
major railroads, trucklines, shipping lines and air freight carriers.

STRATEGY

The Company's mission is to solve customers' transportation problems, not
just sell individual transportation products. The Company's business strategy
includes the following principal elements:

EXPERTISE IN MULTIPLE MODES OF TRANSPORTATION. Mark VII provides a
network of logistics professionals with expertise in virtually every mode of
transportation, allowing a shipper to work with a single source for all of
its shipping requirements. These professionals arrange the mode of service
which best fits each customer's unique time, rate and reliability
specifications. These specifications may involve the use of a simple
commodity service or a complex system design. Mark VII also provides
carriers access to freight that might not otherwise be available to them.
Mark VII's broad expertise and substantial customer base allow the Company
to negotiate effectively with both shippers and carriers.

EXPERTISE IN LOGISTICS SERVICES. While Mark VII has traditionally
offered services involving different modes of transportation, it also offers
logistics services in response to customers' trends towards outsourcing
their transportation needs. Management believes that Mark VII's expertise in
logistics services gives the Company a competitive advantage, in attracting
new and repeat business, over traditional freight brokers and companies
offering a single mode of transportation.

LIMITED OWNERSHIP OF TRANSPORTATION EQUIPMENT. Mark VII intends to own
and operate transportation assets only when essential to providing customer
service and likely to provide adequate financial returns. The Company
believes that this strategy requires less capital for growth than a more
intensive asset ownership operation and evidences Mark VII's dedication to
seek the mode of transportation most advantageous to the customer, rather
than seeking to improve utilization of owned equipment.

EXPANSION OF THE MARK VII NETWORK. The Company has established a
nationwide network of employee and agent sales personnel and employee
logistics managers. The Company has linked a network of individuals who have
expertise in various modes of transportation to create a full service
organization. To attract additional sales personnel and retain existing
personnel, Mark VII provides its employees and agents with quality support
services through product line management and purchasing power with carriers.
The Company believes that it will continue to be able to attract qualified
agents due to its size and the scope of the services it provides.

FOCUS ON QUALITY. The Company believes that providing quality service
has been a critical factor in its past success. Accuracy and completeness of
documentation, on-time delivery and availability of logistics information
are important measures of the quality of Mark VII's service. Mark VII has
received DISTRIBUTION MAGAZINE'S "Quest for Quality" award for 1992, 1993
and 1994.

EXPANSION OF SERVICES TO EXISTING CUSTOMERS. The Company believes that
its customers represent a receptive market for additional transportation and
logistics services.

SERVICES PROVIDED

The Company's services can be broadly classified into the following
categories:

TRANSACTION-BASED SERVICES. "Transaction-based" services are identified
with the traditional freight brokerage business where a shipper calls a
transportation services company to arrange for service on a load-by-load
basis. The transportation services company then assumes responsibility for
the transportation carrier to perform in accordance with the shipper's
specifications. Traditionally, a shipper calls a transportation services
company when it cannot find needed transportation equipment. Similarly, a
carrier may call a transportation services company when it needs freight to
transport. The transportation services company arranges a match and adds a
fee to the carrier's rate.

LOGISTICS MANAGEMENT-BASED SERVICES. "Logistics management-based"
services include both process-based and information/knowledge-based
services. Process-based services involve Mark VII taking responsibility for
all transactions of a particular type for a shipper or carrier. The
Company's expertise in intermodal and truck brokerage has led shippers and
carriers to request Mark VII to regularly arrange loads for a pre-arranged
fee. Both shippers and carriers avail themselves of this service, often
realizing financial savings due to Mark VII's volume discounts and
information base and its ability to arrange loads more efficiently. Mark VII
can help trucklines maintain competitive positions, including providing them
the ability to supplement their sales and marketing efforts without
incremental fixed costs. Process-based services generally are a result of
the full or partial outsourcing of internal traffic department functions.
For example, Mark VII currently coordinates the time-sensitive raw potato
delivery for a number of processing plants of a major potato chip
manufacturer. Other examples of logistics management based services
currently being executed by Mark VII are the procurement of truck and rail
services for a substantial portion of a shipper's loads from a particular
location, procurement of backhaul loads for private fleets, freight
consolidation and forwarding for a customer with complex logistical needs,
utilization management of an equipment owner's fleet and operation of small
dedicated fleets to service several logistics customers.

Information/knowledge-based services involve management and consultation
on any and all aspects of transportation for a shipper or carrier, including
dedicated fleet, warehousing and risk management. Mark VII utilizes its
sales network to design transportation and distribution programs for
customers with complex logistical needs. For example, ERX Logistics, a joint
venture between the Company and a warehousing firm, provides a major
household appliance manufacturer with warehousing and time-sensitive
delivery of its appliances to its dealers and building contractor customers.
As part of its private fleet management services, the Company offers risk
management and single source leasing. The risk management group provides
consultation services, driver recruiting, safety program design, regulatory
compliance and claims handling. These services are being marketed by the
Company to transportation companies and may be used separately or combined
with the overall logistics management function. Under the Company's single
source leasing program, the Company will arrange the lease of a fully
licensed and insured tractor, trailer and driver on behalf of the fleet
operator.

TRANSPORTATION MODES

Transportation modes used in the Company's services have been organized into
product lines. Each product line has one or more managers to provide marketing
and operational support to the Company's network of sales and logistics
professionals.

INTERMODAL SERVICES. Intermodal services involves the Company's arranging
for the pick up and delivery of shipments by trucklines, and the shipments'
transport by railroads, in a coordinated manner. Related services may include
load stabilization, transfer of loads from one container to another and
arranging for customs brokerage.

TRUCK BROKERAGE. Truck brokerage often involves daily negotiating and spot
pricing, as compared to longer-term pricing with railroads. In addition,
trucklines actively solicit loads from Mark VII's sales offices. Although the
Company owns or leases only a limited equipment base, it has access to over
400,000 truckload units provided by trucklines meeting the Company's safety and
service criteria.

NVOCC BROKERAGE. Ocean freight brokerage involves acting as agents for
shippers and importers under non-vessel operating common carrier authority
(NVOCC) to arrange for the services of ocean carriers.

RAIL SERVICES. Rail services, separate from intermodal services, involve
obtaining rail transport by boxcar or gondola for shippers' heavy or bulky
freight.

OTHER SERVICES. Other services, such as air freight forwarding, local
truckload and heavy equipment transport, are important to Mark VII's strategy
because they respond to a customer's total transportation needs and provide the
Mark VII network of sales personnel and logistics managers a complete range of
services to sell.

AGENCY NETWORK AND OPERATIONS

Mark VII's operations are decentralized and are conducted primarily in
branch offices. Of the 90 branch offices, 17 are operated by Mark VII and 73 are
operated under agency agreements, for a total of 249 agent sales personnel.
Contracts with agents have a duration of ten years and are terminable by either
party on each anniversary of the agreement by giving 30 days' notice. Although
the Company's contracts with its agents are non-exclusive, the Company's agents
generally do not provide services on behalf of other transportation services
companies. Agency offices operate as independent businesses, responsible for all
costs associated with sales, operations, billing and any related overhead for
these items and are compensated by a percentage of fees associated with
transportation arranged. Each of the 73 agency branches is responsible for
obtaining its own office facilities. Offices operated by Company employees,
rather than agents, are structured as stand-alone business units. Most sales
offices have one to three operations people, who are responsible for controlling
all aspects of executing the load, including (i) taking the order from the
customer, (ii) arranging for carriers' services, (iii) monitoring progress of
the load and reporting back to the customer and (iv) billing the customer on the
Company's invoice forms. After billing, the Company's credit and collections
department assumes responsibility for collections, through its central corporate
lockbox arrangement. To foster the growth of its agency network, the Company
provides new agents with advances to cover start-up and initial operating costs,
which advances are repaid generally over 24 months.

Typically, an employee or agent sales person identifies a potential customer
and determines its transportation requirements. The sales person then prepares a
rate proposal from pricing data negotiated by the Company with representatives
of the carriers and the providers of other services that may be required. Before
any rate proposal is presented to a customer, credit approval must be obtained
from the Company's corporate credit department. Upon customer acceptance of a
rate proposal, the operations unit in the sales office assumes responsibility
for executing individual load orders for that customer.

The Company provides administrative support, such as computer systems
support, sales support, credit services, collection services and accounts
payable services, to its branch office operations. Specialty operations such as
risk management, design and management of dedicated trucking operations and
truck brokerage are available to support the logistics management services
operations. The Company utilizes a Data General model MV9600 computer and
customized software which integrates load tracking, customer records and
billing, accounts payable and general accounting. This system can also access
the computer systems of railroads to maintain up-to-date information on all
loads. The Company also utilizes its electronic data interchange capabilities
with a number of carriers and shippers so that customers may follow the movement
of their shipments and receive electronic billing.

As additional equipment support for the Company's dedicated trucking
services to logistics customers, the Company manages 17 owned tractors, 89
tractors owned by fleet contractors, 34 tractors leased on a month-to-month
basis, 79 tractors leased with annual cancellation provisions and approximately

400 owned or leased trailers. The Company also leases 154 and owns 102 domestic
containers which are used in intermodal service and owns 213
temperature-controlled trailers used primarily in intermodal service.

COMPETITION

The transportation services industry is highly competitive. The Company
competes against other integrated logistics companies, as well as transportation
services companies. The Company also competes against carriers' internal sales
forces and shippers' transportation departments. This competition is based
primarily on freight rates, quality of service (such as damage free shipments,
on-time delivery and consistent transit times), reliable pickup and delivery and
scope of operations. Other logistics companies and transportation services
companies and numerous carriers have substantially greater financial and other
resources than the Company. The Company also competes with transportation
services companies for the services of independent commission agents, and with
trucklines for the services of independent contractors and drivers.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

The following selected consolidated financial data as of and for each of the
years in the five-year period ended December 31, 1994 are derived from the
Company's consolidated financial statements which have been audited by Arthur
Andersen LLP, independent public accountants. The following selected
consolidated financial data for the three month periods ended April 2, 1994 and
April 1, 1995 are derived from the Company's unaudited consolidated financial
statements which, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of such data. Interim results are not necessarily indicative of
results for the full year. The following selected consolidated financial data
should be read in conjunction with the Company's Consolidated Financial
Statements and Notes thereto incorporated by reference into this Prospectus.

STATEMENTS OF INCOME DATA:
Operating revenues....................... $ 103,806 $ 195,246 $ 264,881 $ 341,532 $ 428,772 $ 93,096 $ 105,456
Transportation costs..................... 93,229 171,196 230,100 296,656 370,232 80,949 89,791
--------- --------- --------- --------- --------- --------- ---------
Net revenues............................. 10,577 24,050 34,781 44,876 58,540 12,147 15,665
Operating expenses:
Salaries and related costs............. 4,217 6,775 8,820 10,946 13,926 3,122 3,903
Selling, general and administrative.... 6,081 14,639 19,881 25,652 32,493 7,053 8,730
Equipment rents........................ -- 934 1,874 2,850 4,006 778 1,330
Depreciation and amortization.......... 336 445 561 971 1,268 269 261
--------- --------- --------- --------- --------- --------- ---------
Total operating expenses............. $ 10,634 $ 22,793 $ 31,136 $ 40,419 $ 51,693 $ 11,222 $ 14,224
--------- --------- --------- --------- --------- --------- ---------
Operating income (loss).................. (57) 1,257 3,645 4,457 6,847 925 1,441
Interest and other expense, net.......... 643 602 610 258 580 108 105
--------- --------- --------- --------- --------- --------- ---------
Income (loss) from continuing operations
before income taxes..................... (700) 655 3,035 4,199 6,267 817 1,336
Provision for (benefit from) income
taxes................................... (280) 262 1,244 1,709 2,600 355 556
--------- --------- --------- --------- --------- --------- ---------
Income (loss) from continuing
operations.............................. (420) 393 1,791 2,490 3,667 462 780
Income (loss) from and on discontinued
operations(4)........................... 640 1,268 (2,427) (13,754) (1,286) -- --
--------- --------- --------- --------- --------- --------- ---------
Net income (loss)........................ $ 220 $ 1,661 $ (636) $ (11,264) $ 2,381 $ 462 $ 780
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Fully diluted earnings (loss) per share:
Income (loss) from continuing
operations............................ $ (.09) $ .08 $ .38 $ .51 $ .75 $ .09 $ .16
Income (loss) from and on discontinued
operations(4)......................... .14 .27 (.51) (2.80) (.26) -- --
--------- --------- --------- --------- --------- --------- ---------
Net income (loss)...................... $ .05 $ .35 $ (.13) $ (2.29) $ .49 $ .09 $ .16
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Average fully diluted common shares and
equivalents outstanding............... 4,720 4,802 4,759 4,918 4,901 4,977 4,978
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital of continuing
operations.............................. $ 3,466 $ 2,286 $ 5,457 $ 6,770 $ 14,928 $ 7,871 $ 13,689
Total assets of continuing operations.... 16,975 24,775 37,479 53,585 73,726 58,342 67,693
Total debt of continuing operations...... -- 4,207 5,940 11,337 10,787 12,836 11,465
Shareholders' investment................. 31,007 32,696 32,230 21,047 23,473 21,508 24,528
OPERATING DATA:
Total loads.............................. 84,000 151,000 202,000 276,000 368,000 78,000 93,000
As of the end of the period:
Branch sales offices -- Company........ 13 13 16 18 19 19 17
-- Agency............. 26 35 60 75 74 73 73
Employees.............................. 95 163 175 282 405 321 360
<FN>
- ------------------
(1) The Company's fiscal year ends on the Saturday nearest December 31. Fiscal
years 1990, 1991, 1993 and 1994 included 52 weeks and fiscal year 1992
included 53 weeks.
(2) The Company's fiscal first quarter for the years 1994 and 1995 ended on
April 2 and April 1, respectively.
(3) The Company acquired Mark VII on July 2, 1989. Mark VII was a start-up
operation and incurred operating losses in early 1990 before achieving a
profitable level of operations in late 1990.
(4) The historical operations of the Company's former truckload business have
been classified as a discontinued operation.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The Selected Consolidated Financial and Operating Data of the Company in
this Prospectus sets forth certain information with respect to the Company's
financial position and results of operations which should be read in conjunction
with the following discussion and analysis. The following discussion and
analysis does not include an analysis of the Company's former truckload
operations, which were reported as discontinued operations beginning in December
1993 and substantially all of the assets of which were sold in connection with
the Asset Sale.

RESULTS OF OPERATIONS

The transportation services operation contracts with carriers for the
transportation of freight by rail, truck, ocean or air for shippers. Operating
revenues include the carriers' charges for carrying shipments plus commissions
and fees. The carriers with whom the Company contracts provide transportation
equipment, the charge for which is included in transportation costs. As a
result, the primary operating cost in the transportation services operation is
for purchased transportation. Net revenues include only the commissions and
fees. Truck brokerage operations have higher average net revenues as a
percentage of total revenues than intermodal operations; however, the amount of
average net revenues per load is lower due to the relatively smaller size of
shipments (measured in volume, weight or length of haul). Management expects
truck brokerage operations to continue to be the fastest growing part of the
Company's transportation services operations.

Selling, general and administrative expenses include the percentage of the
net revenues paid to agencies as consideration for providing sales and
marketing, arranging for movement of loads, entering billing and accounts
payable information on loads and maintaining customer relations, as well as
other operating expenses. The logistics management and dedicated trucking
operations incur a greater proportion of their costs in equipment rents,
salaries and related costs, and selling, general and administrative costs than
do the Company's transportation services operations. Lease payments for
tractors, trailers and domestic containers are included in equipment rents.

The following table sets forth the percentage relationship of the Company's
revenue and expense items to operating revenues for the periods indicated:

FISCAL YEAR FISCAL FIRST QUARTER
------------------------------- --------------------
1992 1993 1994 1994 1995
--------- --------- --------- --------- ---------

Operating revenues......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Transportation costs....................................... 86.9 86.9 86.3 87.0 85.1
--------- --------- --------- --------- ---------
Net revenues............................................... 13.1 13.1 13.7 13.0 14.9
Operating expenses:
Salaries, wages and related costs........................ 3.3 3.2 3.2 3.3 3.7
Selling, general and administrative...................... 7.5 7.5 7.6 7.6 8.3
Equipment rents.......................................... .7 .8 .9 .8 1.3
Depreciation and amortization............................ .2 .3 .3 .3 .2
--------- --------- --------- --------- ---------
Total operating expenses................................. 11.7 11.8 12.0 12.0 13.5
--------- --------- --------- --------- ---------
Operating income........................................... 1.4 1.3 1.7 1.0 1.4
Interest and other expense, net............................ .3 .1 .2 .1 .1
--------- --------- --------- --------- ---------
Income from continuing operations before
income taxes.............................................. 1.1 1.2 1.5 .9 1.3
Provision for income taxes................................. .4 .5 .6 .4 .6
--------- --------- --------- --------- ---------
Income from continuing operations.......................... .7% .7% .9% .5% .7%
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

FISCAL FIRST QUARTER 1995 COMPARED TO FISCAL FIRST QUARTER 1994

OPERATING REVENUES. The increase in total operating revenues is summarized
in the following table:

Increase (decrease) from: QTR 1 1995
VS.
QTR 1 1994
-------------
(IN
THOUSANDS)

Loads arranged.............................................. $ 7,738
Revenues per load arranged.................................. (585)
Logistics management........................................ 5,661
Dedicated trucking.......................................... 2,577
Temperature-controlled...................................... (3,031)
-------------
Total increase.............................................. $ 12,360

The 19% increase in the number of loads arranged resulted from the expansion
of services to existing and new customers, an increase in the sales force and
the increase in logistics management operations. The active sales force,
including agents, was 192 as of the end of the first quarter of 1994 and 249 as
of the end of the first quarter of 1995. Average revenues per load arranged
decreased by 1% for the quarter from the corresponding period of 1994 as the
greatest increase in business was generated in truck brokerage, which produces
lower average revenues per load than intermodal operations. The Company has
continued to increase its dedicated trucking and other logistics management
operations, which had combined operating revenues of $14.4 million in the first
quarter of 1994 compared to $22.6 million in the first quarter of 1995. The
decrease in temperature-controlled revenues resulted from management's decision
during the fourth quarter of 1994 to reduce TemStar's operations to service only
a core group of customers.

TRANSPORTATION COSTS. The increase in purchased transportation expense was
the result of the following factors:

Increase (decrease) from: QTR 1 1995
VS.
QTR 1 1994
-------------
(IN
THOUSANDS)

Loads arranged.............................................. $ 6,895
Costs per load arranged..................................... (2,081)
Logistics management........................................ 5,553
Dedicated trucking.......................................... 641
Temperature-controlled...................................... (2,166)
-------------
Total increase.............................................. $ 8,842

Average transportation costs per load decreased 3% due to increased volume
incentives from carriers, the growth in truck brokerage operations (which have
lower transportation costs per load than intermodal services) as a percentage of
total transportation services and favorable rates on purchased transportation
resulting from excess transportation equipment capacity.

NET REVENUES. The increase in net revenues is summarized in the following
table:

Increase (decrease) from: QTR 1 1995
VS.
QTR 1 1994
-------------
(IN
THOUSANDS)

Loads arranged.............................................. $ 843
Net revenues per load arranged.............................. 1,496
Logistics management........................................ 108
Dedicated trucking.......................................... 1,935
Temperature-controlled...................................... (864)
-------------
Total increase.............................................. $ 3,518

The increase in net revenues of 29% for the quarter was principally the
result of increased net revenues per load arranged, increased volume of loads
arranged and increased dedicated trucking operations. Net revenues per load
arranged increased from the first quarter of 1994 primarily due to the decrease
in transportation costs per load discussed above. Net revenues from dedicated
trucking operations increased substantially because a greater proportion of
their operating costs are included in salaries, wages and related costs and
selling, general and administrative expenses.

SALARIES AND RELATED COSTS. The 25% increase in this expense for the first
quarter of 1995 was a result of the following:

Increase (decrease) from: QTR 1 1995
VS.
QTR 1 1994
---------------
(IN THOUSANDS)

Transportation services and administration.................. $ 367
Logistics management and dedicated trucking................. 684
Temperature-controlled...................................... (270)
------
Total increase.............................................. $ 781

The increase in salaries and wages was primarily due to the addition of
driver wages for the Company's dedicated trucking operations, the increase in
logistics management operations, salary increases to existing employees and the
addition of administrative and operations personnel to handle continued growth
in the number of loads arranged. This increase, as well as the increase in
selling, general and administrative expenses discussed below, exceeds the
percentage increase in operating revenues due to growth in the dedicated
trucking and logistics management operations. In addition, these operations
include new projects which have relatively higher fixed costs compared to
operating revenues in their initial stages. While management expects logistics
management and dedicated trucking to continue to grow and, consequently, these
expenses to increase as a percentage of operating revenues, the impact on
operating results should be offset by the increase in net revenues as a
percentage of operating revenues.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. The increase in these
expenses is summarized below:

Increase (decrease) from: QTR 1 1995
VS.
QTR 1 1994
-------------
(IN
THOUSANDS)

Transportation services and administration.................. $ 1,631
Logistics management and dedicated trucking................. 419
Fuel, maintenance and other equipment costs for
temperature-controlled..................................... (372)
-------------
Total increase.............................................. $ 1,678

Selling, general and administrative expenses increased 24% in the first
quarter of 1995. Transportation services and administration increased primarily
due to commissions paid to agency operating offices and the sales force, which
are based on a percentage of net revenues. Logistics management and dedicated
trucking operations also increased due to the addition of several large projects
subsequent to the first quarter of 1994.

EQUIPMENT RENTS. The 71% increase in this expense was due to the leasing of
additional tractors and trailers for use in dedicated trucking as well as the
leasing of additional intermodal containers.

PROVISION FOR INCOME TAXES. The Company's effective tax rates were 43.5%
and 41.6% in the first quarter of 1994 and 1995, respectively.

INCOME FROM CONTINUING OPERATIONS. Income from continuing operations
increased from $461,611, or .5% of operating revenues, in the first quarter of
1994 to $779,712, or .7% of operating revenues, in the first quarter of 1995.
Fully-diluted earnings per share increased by $0.07 from $0.09 in the first
quarter of 1994 to $0.16 in the first quarter of 1995.

FISCAL YEARS 1993 COMPARED TO 1992 AND 1994 COMPARED TO 1993

OPERATING REVENUES. The increases in total operating revenues are
summarized in the following table:

93 V. 92 94 V. 93
Increase (decrease) from: --------- ---------
(IN THOUSANDS)

Loads arranged....................................... $ 62,337 $ 71,746
Revenues per load arranged........................... (13,754) (20,561)
Logistics management................................. 22,305 32,843
Dedicated trucking................................... 9,320 8,735
Temperature-controlled............................... (3,557) (5,523)
--------- ---------
Total increase....................................... $ 76,651 $ 87,240

The increases in numbers of loads of 37% and 33% in 1993 and 1994,
respectively, were the result of substantial increases in the sales force, the
increase in logistics management and dedicated trucking operations and the
acquisition of certain air freight forwarding operations in late 1993. The
active sales force at yearend, including agents, was 147 in 1992, 171 in 1993
and 226 in 1994. The increases in the sales force have enabled the Company to
increase the volume shipped by adding new customers and expanding volumes
shipped by existing customers. Average revenues per load arranged decreased by
5% and 6% for 1993 and 1994, respectively, as the greatest increase in volume
was generated in truck brokerage and air freight forwarding, which produce lower
average revenues per load than intermodal services. Additionally, the Company
has continued to increase its logistics management and dedicated trucking
operations through the addition of several large projects and the expansion of
the volume in existing projects. Temperature-controlled revenues (formerly
operated as TemStar) declined in 1994 compared to 1993 due to substantial
reductions in the trailer fleet used in this operation from approximately 500
units in 1992 and 1993 to approximately 260 units at the end of 1994. In
addition, these revenues declined in 1993 compared to 1992 in part as a result
of the flooding in the midwest.

TRANSPORTATION COSTS. The increases in purchased transportation expense
were the result of the following factors:

93 V. 92 94 V. 93
Increase (decrease) from: --------- ---------
(IN THOUSANDS)

Loads arranged....................................... $ 55,233 $ 63,945
Costs per load arranged.............................. (10,776) (18,220)
Logistics management................................. 18,935 27,971
Dedicated trucking................................... 5,632 3,703
Temperature-controlled............................... (2,468) (3,823)
--------- ---------
Total increase....................................... $ 66,556 $ 73,576

The 4% and 6% decreases in 1993 and 1994, respectively, in average costs per
load arranged were the result of the growth in the truck brokerage and air
freight forwarding businesses which have lower average transportation costs per
load than intermodal services. Because the logistics management and dedicated
trucking operations incur a greater proportion of their costs in equipment
rents, salaries and related costs, and selling, general and administrative costs
than do the Company's transportation services operations, the overall increases
in transportation costs were substantially lower than the overall increases in
operating revenues. Transportation costs for the temperature-controlled group
declined in 1994 due to the reduction in this operation as discussed above and
in 1993 in part as a result of reduced volumes of loads caused by the flooding
in the midwest.

NET REVENUES. The increases in net revenues are summarized in the following
table:

93 V. 92 94 V. 93
Increase (decrease) from: --------- ---------
(IN THOUSANDS)

Loads arranged......................................... $ 7,104 $ 7,801
Net revenues per load arranged......................... (2,978) (2,340)
Logistics management................................... 3,370 4,872
Dedicated trucking..................................... 3,688 5,032
Temperature-controlled................................. (1,089) (1,701)
--------- ---------
Total increase......................................... $ 10,095 $ 13,664

The increases in net revenues of 29% and 30% in 1993 and 1994, respectively,
were partially the result of increased volumes of loads arranged by the Company.
The increases in the truck brokerage and air freight forwarding businesses as a
percentage of total transportation services operations in 1993 and 1994 also
contributed to this increase. Net revenues from dedicated trucking and logistics
management increased substantially because a greater proportion of their
operating costs are included in salaries, wages and related costs and selling,
general and administrative expenses. Net revenues for the temperature-controlled
group declined in 1994 due to the reduction in this operation discussed
previously and in 1993 due to reduced volumes of loads moved as a result of the
midwest floods.

SALARIES AND RELATED COSTS. The 24% and 27% increases in this expense in
1993 and 1994, respectively, were as follows:

93 V. 92 94 V. 93
Increase (decrease) from: --------- ---------
(IN THOUSANDS)

Transportation services and administration............... $ (832) $ 1,079
Logistics management and dedicated trucking.............. 2,725 2,158
Temperature-controlled................................... 233 (257)
--------- ---------
Total increase........................................... $ 2,126 $ 2,980

The increases of 21% and 35% in 1993 and 1994, respectively, in salaries and
wages (excluding temperature-controlled) were due to the addition of driver
wages for dedicated trucking operations, the increase in logistics management
operations and the acquisition of certain air freight forwarding operations
which utilize employees rather than agents, salary increases to existing
employees and the addition

of administrative and operations personnel to handle continued growth in the
number of loads arranged. This increase, as well as the increase in selling,
general and administrative expenses (excluding temperature-controlled) discussed
below, exceeded the percentage increase in operating revenues (excluding
temperature-controlled) due to growth in the dedicated trucking and logistics
management operations. In addition, these operations include new projects which
have relatively higher fixed costs compared to operating revenues in their
initial stages. While management expects logistics management and dedicated
trucking to continue to grow and, consequently, these expenses to increase as a
percentage of operating revenues, the impact on operating results should be
offset by the increase in net revenues as a percentage of operating revenues.
Transportation services and administration decreased from 1992 to 1993 as
Carriers' sales salaries, which were paid by Mark VII and charged to Carriers in
1992, were paid directly by Carriers in 1993 and 1994. Salaries and wages for
temperature-controlled operations decreased in 1994 as TemStar's operations were
absorbed in Mark VII's or terminated and increased in 1993 primarily as a result
of an internal maintenance operation that was established in mid-1993 which
reduced outside maintenance costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. The increases in these
expenses are summarized below:

93 V. 92 94 V. 93
Increase (decrease) from: --------- ---------
(IN THOUSANDS)

Transportation services and administration............... $ 3,826 $ 2,217
Logistics management and dedicated trucking.............. 2,803 5,463
Fuel, maintenance and other equipment costs for
temperature-controlled.................................. (859) (839)
--------- ---------
Total increase........................................... $ 5,770 $ 6,841

Selling, general and administrative expenses (excluding
temperature-controlled) increased 43% and 30% in 1993 and 1994, respectively.
Transportation services and administration increased primarily due to
commissions paid to agency operating offices and the sales force, which are
based on a percentage of net revenues. Administrative and operating costs
related to the dedicated trucking and logistics management operations also
increased substantially due to the addition of several large projects in 1993
and 1994, as discussed above. The decrease in costs for temperature-controlled
in 1994 from 1993 was due in part to reduced volumes of loads discussed
previously, as well as the use of the internal maintenance department to replace
outside maintenance costs. The decrease in temperature-controlled costs in 1993
from 1992 was due in part to reduced volumes of loads caused by the flooding in
the midwest.

EQUIPMENT RENTS. The 52% and 41% increases in this expense in 1993 and
1994, respectively, were due to the leasing of tractors and trailers for use in
dedicated trucking operations and the leasing of 344 intermodal containers.

DEPRECIATION AND AMORTIZATION. In 1993 and 1994, depreciation and
amortization increased 73% and 31%, respectively, from the prior periods as the
Company acquired 75 trailers and five tractors from Carriers and 100 intermodal
containers at a cost of approximately $3.1 million in the second and third
quarters, respectively, of 1994. Additionally, the Company increased its
investment in computer equipment and furniture in connection with the expansion
of operations. Also, in January and July 1994, TemStar acquired 328 trailers
which had previously been leased.

INTEREST AND OTHER EXPENSE, NET. Interest and other expenses increased 125%
in 1994 from 1993 as a result of increased borrowings under the Company's line
of credit and increases in short-term borrowing rates. Interest and other
expenses decreased 58% in 1993 from 1992 as a result of Mark VII's intercompany
borrowing position changing from a net borrower to a net lender to Carriers'
subsidiaries, which more than offset increased borrowings under the lines of
credit.

PROVISION FOR INCOME TAXES. The Company's effective tax rates were 41.0%,
40.7% and 41.5% in 1992, 1993 and 1994, respectively.

INCOME FROM CONTINUING OPERATIONS. Income from continuing operations
increased by 47% to $3.7 million, or $.75 per share, in 1994, from $2.5 million,
or $.51 per share, in 1993. Income from continuing operations increased by 39%
in 1993 from 1992.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital needs have been met through bank lines of
credit and cash flow from operations. Mark VII maintains a $20 million line of
credit. This line bears interest at 1/2% over the bank's prime rate and expires
in July 1997. The line is secured by accounts receivable and other assets of
Mark VII and is guaranteed by the Company.

At April 1, 1995, the available line of credit was $7.5 million and letters
of credit totaling $3.2 million had been issued on Mark VII's behalf to secure
insurance deductibles and purchases of operating services.

The line of credit has no restrictions on intercompany advances among the
Company's subsidiaries. Among other restrictions, the terms of the line of
credit require that the Company earn $2 million in consolidated income from
continuing operations annually, maintain consolidated tangible net worth of $19
million in 1995, $21 million in 1996 and $23 million thereafter and obtain
approval of the lender before paying dividends.

The Company remains contingently liable for certain potential claims which
may arise in connection with its former truckload operations.

At April 1, 1995, the Company had a ratio of current assets to current
liabilities of approximately 1.33 to 1. Management believes that the Company
will have sufficient cash flow from continuing operations and borrowing capacity
to cover its operating needs and capital requirements for at least the next two
years.

OTHER INFORMATION

MANAGEMENT

The directors and executive officers of the Company are:

NAME AGE POSITION
- --------------------------------------------- --- -----------------------------------------------------------

R. C. Matney................................. 57 Chairman of the Board, President and Chief Executive
Officer
J. Michael Head.............................. 41 Executive Vice President, Chief Financial Officer,
Treasurer and Director
James T. Graves.............................. 60 Vice Chairman of the Board, Secretary and General Counsel
David H. Wedaman............................. 37 Executive Vice President, Chief Operating Officer and
Director
Robert E. Liss............................... 44 Executive Vice President/Special Services Division of Mark
VII
Michael J. Musacchio......................... 43 Executive Vice President/Logistics Services Division of
Mark VII
Roger M. Crouch.............................. 57 Director
Douglass Wm. List............................ 39 Director
William E. Greenwood......................... 56 Director
Dr. Jay U. Sterling.......................... 61 Director

All directors hold office until the next annual meeting of shareholders or
until their successors are duly elected and qualified. The executive officers
are elected annually by the Board of Directors and serve until their successors
are elected or until resignation or removal.

Mr. Matney has been a director of the Company since 1989, Chairman of the
Board since February 1992, and President and Chief Executive Officer since July
1994. From May 1991 until February 1992, Mr. Matney was President of the
Company. Since July 1987, Mr. Matney has also been Chairman of the Board of Mark
VII, and from July 1987 to February 1993, he was President of Mark VII. Prior to
July 1987, Mr. Matney was President and Chief Executive Officer of National
Piggyback Services, a third party agent that specialized in intermodal services.

Mr. Head has been a director of the Company since 1986 and Executive Vice
President, Chief Financial Officer and Treasurer of the Company since July 1994.
Mr. Head was President of the Company from February 1992 to July 1994 and Chief
Executive Officer of the Company from November 1988 to July 1994. From May 1991
to February 1992, Mr. Head served as Vice Chairman of the Board of the Company.
Mr. Head was also President of the Company from October 1984 to May 1991.

Mr. Graves has been a director of the Company since 1987, Secretary of the
Company since May 1992, General Counsel of the Company since March 1993 and Vice
Chairman of the Board of the Company since May 1993.

Mr. Wedaman has been a director of the Company since 1994, Executive Vice
President of the Company since May 1991 and Chief Operating Officer since
September 1994. He has been President of Mark VII since February 1993, and from
March 1991 to February 1993, he was Executive Vice President of Mark VII. He
joined Mark VII as Vice President in February 1989.

Mr. Liss has been Executive Vice President/Special Services Division of Mark
VII since May 1993, and Vice President of Mark VII from December 1992 to May
1993. Prior to joining Mark VII, Mr. Liss was Vice President-Intermodal with
C.H. Robinson Company, a third party agent specializing in freight and produce
brokerage.

Mr. Musacchio has been Executive Vice President/Logistics Services Division
of Mark VII since May 1993, Vice President of Mark VII from December 1992 to May
1993, and an agent with Mark VII from August 1992 to December 1992. Prior to
joining Mark VII, Mr. Musacchio was Vice President of Transportation with C.H.
Robinson Company.

Mr. Crouch has been a director of the Company since 1976 and was Vice
Chairman of the Board of the Company from February 1992 to September 1994. Mr.
Crouch was Chairman of the Board of the Company from October 1984 to February
1992. From October 1984 to November 1988, he was also Chief Executive Officer of
the Company. Mr. Crouch was the founder of the Company's former truckload
operations. Mr. Crouch has indicated he intends to resign from the Board upon
completion of this offering. Pursuant to an existing employment agreement,
however, Mr. Crouch remains available to serve the Company on an as-requested
basis and remains subject to a non-compete agreement.

Mr. List has been a director of the Company since 1993. Since January 1988,
Mr. List has been President of List & Company, Inc., a management consulting
firm in Baltimore, Maryland. Mr. List has also been President, since 1992, of
Railway Engineering Associates, a firm involved in developing railroad
technology, and from 1988 to 1992, he was Vice President and General Manager of
Railway Engineering Associates. Mr. List is a director of Harmon Industries,
Inc., a supplier of communication and safety-related equipment for railroads
worldwide.

Mr. Greenwood has been a director of the Company since 1994 and is currently
a self-employed consultant. Mr. Greenwood served with the Burlington Northern
Railroad Company, one of the largest railroads in the United States, in various
capacities from 1963 to 1994, serving as Chief Operating Officer from 1990 to
1994. Mr. Greenwood is also a director of Transcisco Industries, Inc., a railcar
and industrial services company operating in domestic railcar maintenance and
repair, railcar leasing and management and international railcar leasing.

Dr. Sterling has been a director of the Company since 1995 and an Associate
Professor of Marketing at the University of Alabama, Tuscaloosa since 1984. Dr.
Sterling has a Doctor of Philosophy ("Ph.D.") degree in marketing and logistics
from Michigan State University. In addition to his teaching responsibilities, he
has performed research and written extensively in the areas of transportation,
distribution and logistics management and has also consulted extensively in the
areas of transportation and logistics management. Prior to obtaining his Ph.D.,
Dr. Sterling spent 25 years in industry with Whirlpool Corporation and The
Limited in various logistics related positions.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth, as of April 10, 1995, unless otherwise
noted, and as adjusted to reflect the sale of the Common Stock offered hererby,
certain information concerning the beneficial ownership, as defined under
Section 13(d) of the Exchange Act, of the Common Stock by (i) the Selling
Shareholders, (ii) the only persons known to be beneficial owners of more than
five percent of the Common Stock, (iii) the directors and executive officers of
the Company and (iv) all directors and executive officers of the Company as a
group.

SHARES BENEFICIALLY
SHARES BENEFICIALLY OWNED OWNED AFTER THIS
PRIOR TO THIS OFFERING SHARES TO BE OFFERING(1)
------------------------------ SOLD IN THIS ------------------------
NAME AND ADDRESS OF BENEFICIAL OWNERS NUMBER PERCENTAGE OFFERING NUMBER PERCENTAGE
- ----------------------------------------- --------------- ------------- --------------- --------- -------------

Roger M. Crouch
10100 N.W. Executive Hills Blvd.
Suite 200
Kansas City, Missouri 64153............ 1,240,869(2) 25.5% 875,336(3) 156,442 3.2%
The Sugar Lakes Foundation............... 130,000 2.7 118,182 11,818 *
The Catherine Fenner Crouch Charitable
Remainder Unitrust I.................... 100,000 2.1 90,909 9,091 *
Rosalie C. Sisson........................ 75,744 1.6 68,858 6,886 *
Rosalie C. Sisson, as custodian for
Alexandra C. Sisson..................... 1,000 * 909 91 *
R.C. Matney
201 S. Emerson Avenue
Suite 130
Greenwood, Indiana 46143............... 428,690 8.8 -- 428,690 8.8
RCM Capital Management
RCM Limited L.P.
RCM General Corporation
Four Embarcadero Center, Suite 2900
San Francisco, California 94111........ 406,000 8.4 -- 406,000 8.4
Wellington Management Company
75 State Street
Boston, Massachusetts 02190............ 346,300 7.2 -- 346,300 7.2
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401......... 254,900 5.3 -- 254,900 5.3
J. Michael Head.......................... 69,718 1.4 -- 69,718 1.4
James T. Graves.......................... 65,300 1.3 -- 65,300 1.3
David H. Wedaman......................... 42,871 * -- 42,871 *
Robert E. Liss........................... 7,786 * -- 7,786 *
Michael J. Musacchio..................... 4,867 * -- 4,867 *
Douglass Wm. List........................ 12,500 * -- 12,500 *
William E. Greenwood..................... 5,000 * -- 5,000 *
Dr. Jay U. Sterling...................... 5,000 * -- 5,000 *
All directors and executive officers as a
group(4)................................ 1,882,601 37.0 1,084,427 641,732 12.7
<FN>
- --------------
* Less than one percent.

(1) Assumes that the Underwriter's over-allotment option is not exercised. If
the over-allotment option is exercised in full, none of the Selling
Shareholders would own any Common Stock other than up to 48,000 shares
issuable upon exercise of options held by Mr. Crouch.

(2) Includes 962,869 shares owned directly; 130,000 shares owned by the Sugar
Lakes Foundation, of which Mr. Crouch is one of three trustees; 100,000
shares owned by the Catherine Fenner Crouch Charitable Remainder Unitrust
I, of which Mr. Crouch is sole trustee; and 48,000 shares issuable pursuant
to non-qualified stock options granted under the Company's 1992
Non-Qualified Stock Option Plan. The beneficial ownership of Mr. Crouch is
based on the Schedule 13D filed by him on May 4, 1995. See "Management" for
a description of the positions held by Mr. Crouch with the Company.

Mr. Crouch has an obligation to sell 55,106 shares of Common Stock to Mr.
Thomas F. Laughlin, Vice President, Chief Financial Officer and Treasurer
of Carriers, at a price per share of $5.15 pursuant to a Stock Purchase
Agreement, effective June 1, 1985. Mr. Crouch expects to satisfy this
obligation by delivering to Mr. Laughlin shares acquired upon the exercise
of options held by Mr. Crouch.

(3) Consists of 875,336 shares owned directly by Mr. Crouch.

(4) Includes 10 persons and 270,250 shares issuable upon exercise of options
granted under the Company's stock option plans prior to this offering, and
nine persons and 222,250 shares issuable upon exercise of options after
this offering.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement,
Alex. Brown & Sons Incorporated (the "Underwriter") has agreed to purchase from
the Selling Shareholders the shares of Common Stock at the public offering price
less the underwriting discounts and commissions set forth on the cover page of
this Prospectus.

The Underwriting Agreement provides that the obligations of the Underwriter
are subject to certain conditions precedent and that the Underwriter will
purchase all shares of the Common Stock offered hereby if any such shares are
purchased.

The Selling Shareholders have been advised by the Underwriter that it
proposes to offer the shares of Common Stock to the public at the public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $ per share. The
Underwriter may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain other dealers. After commencement of the
offering, the offering price and other selling terms may be changed by the
Underwriter.

The Selling Shareholders have granted to the Underwriter an option,
exercisable not later than 30 days after the date of this Prospectus, to
purchase up to 115,419 additional shares of Common Stock at the public offering
price less the underwriting discounts and commissions set forth on the cover
page of this Prospectus. The Underwriter may exercise the option only to cover
over-allotments made in connection with the sale of Common Stock offered hereby.
If purchased, the Underwriter will offer such additional shares on the same
terms as those on which the 1,154,194 shares are being offered.

The Underwriting Agreement contains covenants of indemnity and contribution
between the Underwriter, the Company and the Selling Shareholders with respect
to certain civil liabilities, including liabilities under the Securities Act.

The Company and its executive officers have agreed not to sell or otherwise
dispose of any shares of Common Stock for 90 days from the date of this
Prospectus without the prior consent of the Underwriter.

Pursuant to regulations promulgated by the Commission, the Underwriter and
certain selling group members who are market makers in the Common Stock
("passive market makers") may, subject to certain limitations, make bids for or
purchases of shares of Common Stock on and after the date two business days
prior to the time of commencement (the "Commencement Date") of offers or sales
of the Common Stock contemplated by this Prospectus until the earlier of the
Commencement Date or the time at which a stabilizing bid for such shares is
made. In general, during this period: (i) such market maker's net daily
purchases of the Common Stock may not exceed 30% of its average daily trading
volume in such stock for the two full consecutive calendar months immediately
preceding the filing date of the Registration Statement of which this Prospectus
forms a part, (ii) such market maker may not effect transactions in, or display
bids for, the Common Stock at a price that exceeds the highest bid for the
Common Stock by persons who are not passive market makers, and (iii) bids made
by passive market makers must be identified as such.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Shook, Hardy & Bacon P.C., Kansas City, Missouri. Certain legal
matters relating to the offering will be passed upon for the Underwriter by
Piper & Marbury L.L.P., Baltimore, Maryland.

EXPERTS

The financial statements and schedule as of January 1, 1994 and December 31,
1994 and for each of the three years in the period ended December 31, 1994
incorporated by reference into this Prospectus and the Registration Statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving such reports.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.

--------------

TABLE OF CONTENTS

PAGE
-----

Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
Prospectus Summary............................. 3
Investment Considerations...................... 5
Use of Proceeds................................ 7
Price Range of Common Stock and Dividend
Policy........................................ 7
The Company.................................... 8
Selected Consolidated Financial and Operating
Data.......................................... 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 14
Management..................................... 21
Principal and Selling Shareholders............. 23
Underwriting................................... 25
Legal Matters.................................. 25
Experts........................................ 25

1,154,194 SHARES

[LOGO]

COMMON STOCK

----------
P R O S P E C T U S
-----------------

ALEX. BROWN & SONS
I N C O R P O R A T E D

, 1995

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered, other than underwriting discounts and commissions. All of the
amounts shown are estimated except the Securities and Exchange Commission and
NASD registration fees:

Securities and Exchange Commission Registration Fee............. $ 7,497
NASD Registration Fee........................................... 2,674
Printing Fees and Expenses...................................... 40,000
Legal Fees and Expenses......................................... 100,000
Accounting Fees and Expenses.................................... 50,000
Blue Sky Fees and Expenses...................................... 10,000
Miscellaneous................................................... 39,829
---------
Total....................................................... $ 250,000
---------
---------

The Selling Shareholders shall bear all of the above expenses other than
certain marketing expenses included in the amount set forth as Miscellaneous
which will be borne by the Company.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to Section 351.355 of the General Business and Corporation Law of
Missouri and the Company's charter documents, and subject to the procedures and
limitations stated therein, the Company shall indemnify any person who is made a
party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of his or her being or having been a director or
officer of the Company or serving or having served as a director, officer,
employee or agent of another entity at the Company's request, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, other than an action by or in the right of the corporation,
if such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The Company shall also indemnify such persons
against expenses (including attorneys' fees) in actions, suits or proceedings
brought by or in the right of the Company, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
Company. The statute and charter documents provide that such indemnification is
not exclusive of other rights of indemnification to which such persons may be
entitled.

The Company maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of the Company.

II-1

ITEM 16. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- ---------------------------------------------------------------------------------------------------

1.1 Form of Underwriting Agreement
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 (Registration No. 33-86174))
5.1 Form of Opinion of Shook, Hardy & Bacon P.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Shook, Hardy & Bacon P.C. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature pages hereto)

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on May 5, 1995.

MARK VII, INC.

By: /S/ R.C. MATNEY

-----------------------------------
R.C. Matney
Chairman of the Board

POWER OF ATTORNEY

Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints J. Michael Head and James T. Graves, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute and substitutes, may lawfully do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------------------------------- -------------------------------------------------------------- --------------

/S/ R.C. MATNEY
-------------------------- Chairman of the Board, President, Chief Executive Officer and May 5, 1995
R.C. Matney Director (Principal Executive Officer)
/S/ J. MICHAEL HEAD
-------------------------- Executive Vice President, Chief Financial Officer and Director May 5, 1995
J. Michael Head (Principal Financial and Accounting Officer)
/S/ JAMES T. GRAVES
-------------------------- Vice Chairman, Secretary and General Counsel and Director May 5, 1995
James T. Graves
/S/ DAVID H. WEDAMAN
-------------------------- Executive Vice President, Chief Operating Officer, and May 5, 1995
David H. Wedaman Director
/S/ ROGER M. CROUCH
-------------------------- Director May 5, 1995
Roger M. Crouch
/S/ DOUGLASS WM. LIST
-------------------------- Director May 5, 1995
Douglass Wm. List
/S/ WILLIAM E. GREENWOOD
-------------------------- Director May 5, 1995
William E. Greenwood
/S/ DR. JAY U. STERLING
-------------------------- Director May 5, 1995
Dr. Jay U. Sterling

II-3