UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 3, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________

Commission File No. 0-14810

MARK VII, INC.

(Exact name of Registrant as specified in its charter)

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

965 Ridge Lake Boulevard, Suite 103
Memphis, Tennessee 38120
---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (901) 767-4455

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes (X) No ( )

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Class Outstanding at August 2, 1999
--------------------------- -----------------------------

Common stock, $.05 par value 8,995,515 Shares

MARK VII, INC. AND SUBSIDIARIES
FORM 10-Q - FOR THE THREE MONTHS ENDED JULY 3, 1999

INDEX

Page

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

a) Condensed Consolidated Statements of Income - Three Months
Ended July 3, 1999 and July 4, 1998..............................3

b) Condensed Consolidated Statements of Income - Six Months Ended
July 3, 1999 and July 4, 1998....................................4

c) Consolidated Balance Sheets - July 3, 1999 and January 2, 1999.....5

d) Condensed Consolidated Statements of Cash Flows -
Six Months Ended July 3, 1999 and July 4, 1998...................6

e) Notes to Condensed Consolidated Financial Statements...............7

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...........................................9

Item 3. Quantitative and Qualitative Disclosures About Market Risk...........11

Part II. OTHER INFORMATION

Item 1. Legal Proceedings....................................................12

Item 2. Changes in Securities................................................12

Item 3. Defaults Upon Senior Securities......................................12

Item 4. Submission of Matters to a Vote of Security Holders..................12

Item 5. Other Information....................................................12

Item 6. Exhibits and Reports on Form 8-K.....................................12

Signature............................................................13

PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.

MARK VII, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

FOR THE THREE MONTHS ENDED
--------------------------
JULY 3, 1999 JULY 4, 1998
------------ ------------

Operating Revenues ............................... $ 204,258 $ 181,158
Transportation Costs ............................. 179,898 159,857
--------- ---------
Net Revenues ..................................... 24,360 21,301

Operating Expenses:
Salaries and related costs ................... 5,525 4,186
Selling, general and administrative .......... 13,644 12,814
--------- ---------
Total operating expenses .................. 19,169 17,000
--------- ---------

Operating Income ................................. 5,191 4,301

Interest and Other (Income)/Expense, Net ......... (207) (88)
--------- ---------

Income Before Provision for Income Taxes ......... 5,398 4,389

Provision for Income Taxes ....................... 2,186 1,772
--------- ---------

Net Income ....................................... $ 3,212 $ 2,617
========= =========

Net Income Per Common Share ...................... $ .36 $ .29
========= =========

Net Income Per Common Share, Assuming Dilution ... $ .34 $ .28
========= =========
Average Common Shares and Equivalents Outstanding:
Basic ........................................ 8,972 8,936
Diluted ...................................... 9,380 9,472

Dividends Paid ................................... -- --

See "Notes to Condensed Consolidated Financial Statements."

3
4

MARK VII, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

FOR THE SIX MONTHS ENDED
------------------------
JULY 3, 1999 JULY 4, 1998
------------ ------------

Operating Revenues ............................... $ 388,042 $ 352,958
Transportation Costs ............................. 342,232 311,099
--------- ---------
Net Revenues ..................................... 45,810 41,859

Operating Expenses:
Salaries and related costs ................... 10,624 8,654
Selling, general and administrative .......... 26,569 26,154
--------- ---------
Total operating expenses .................. 37,193 34,808
--------- ---------

Operating Income ................................. 8,617 7,051

Interest and Other (Income)/Expense, Net ......... (592) (143)
--------- ---------

Income Before Provision for Income Taxes ......... 9,209 7,194

Provision for Income Taxes ....................... 3,729 2,950
--------- ---------

Net Income ....................................... $ 5,480 $ 4,244
========= =========

Net Income Per Common Share ...................... $ .61 $ .47
========= =========

Net Income Per Common Share, Assuming Dilution ... $ .58 $ .45
========= =========
Average Common Shares and Equivalents Outstanding:
Basic ........................................ 8,963 8,937
Diluted ...................................... 9,395 9,470

Dividends Paid ................................... -- --

See "Notes to Condensed Consolidated Financial Statements."

4
5

MARK VII, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

JULY 3, 1999 JAN. 2, 1999
------------ ------------
Assets (Unaudited)

Current Assets:
Cash and cash equivalents ..................................... $ 59 $ 3,758
Accounts receivable, net of allowance of $3,933 and $4,289 .... 100,469 97,879
Notes and other receivables, net of allowance of $386 and $301 3,379 4,406
Other current assets .......................................... 916 451
--------- ---------
Total current assets ....................................... 104,823 106,494

Deferred Income Taxes ............................................. 430 519
Net Property and Equipment ........................................ 11,601 9,273
Intangibles and Other Assets ...................................... 5,913 6,782
--------- ---------
$ 122,767 $ 123,068
========= =========

Liabilities and Shareholders' Investment
Current Liabilities:
Accrued transportation expenses ............................... $ 63,454 $ 70,340
Deferred income taxes ......................................... 4,275 4,166
Other current and accrued liabilities ......................... 7,364 6,607
--------- ---------
Total current liabilities .................................. 75,093 81,113
--------- ---------

Long-Term Obligations ............................................. 576 712
--------- ---------
Contingencies and Commitments

Shareholders' Investment:
Common stock, $.05 par value, authorized 20,000,000
shares, issued 10,119,265 and 10,035,020 shares ............ 506 502
Paid-in capital ............................................... 30,412 29,938
Retained earnings ............................................. 29,156 23,676
--------- ---------
60,074 54,116
Less: 1,123,750 and 1,115,850 shares of treasury stock,
at cost..................................................... (12,976) (12,873)
--------- ---------
Total shareholders' investment ............................. 47,098 41,243
--------- ---------
$ 122,767 $ 123,068
========= =========

See "Notes to Condensed Consolidated Financial Statements."

MARK VII, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

FOR THE SIX MONTHS ENDED
------------------------
JULY 3, 1999 JULY 4, 1998
------------ ------------

OPERATING ACTIVITIES:
Net cash provided by/ (used for) operating activities $ (429) $ 635
------- -------
INVESTING ACTIVITIES:
Additions to property and equipment ................. (3,489) (3,802)
Retirements of property and equipment ............... 15 578
------- -------
Net cash used for investing activities .............. (3,474) (3,224)
------- -------
FINANCING ACTIVITIES:
Exercise of stock options ........................... 429 103
Purchase of treasury stock .......................... (103) (440)
Repayments of debt and capital lease obligations .... (122) (127)
------- -------
Net cash provided by/(used for) financing activities 204 (464)
------- -------

Net decrease in cash and cash equivalents .............. (3,699) (3,053)

Cash and cash equivalents:
Beginning of period ................................ 3,758 3,732
------- -------
End of period ...................................... $ 59 $ 679
======= =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest .......................................... $ 16 $ 18
Income taxes, net of refunds received ............. 4,000 1,904

See "Notes to Condensed Consolidated Financial Statements."

MARK VII, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) GENERAL:

The consolidated financial statements include Mark VII, Inc., a
Delaware corporation, and its wholly owned subsidiaries, collectively
referred to herein as "the Company". The Company is a sales, marketing
and service organization that acts as a provider of transportation
services and a transportation logistics manager. The Company has a
network of transportation sales personnel that provides services
throughout the United States, as well as Mexico and Canada. The
principal operations of the Company are conducted by its transportation
services subsidiary, Mark VII Transportation Company, Inc. ("Mark
VII").

The condensed, consolidated financial statements included herein have
been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). In management's opinion, these
financial statements include all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the results
of operations for the interim periods presented. Pursuant to SEC rules
and regulations, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted from
these statements unless significant changes have taken place since the
end of the most recent fiscal year. For this reason, the condensed,
consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes included in the
Company's 1998 Annual Report on Form 10-K.

The results for the three and six months ended July 3, 1999 are not
necessarily indicative of the results for the entire year.

EARNINGS PER SHARE:

A reconciliation between basic earnings per share and diluted earnings
per share follows:

THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JULY 3, JULY 4, JULY 3, JULY 4,
1999 1998 1999 1998
---- ---- ---- ----
(in thousands, except per share amounts)

Net income ......................................... $3,212 $2,617 $5,480 $4,244
====== ====== ====== ======
Average common shares and equivalents outstanding:

Basic ............................................ 8,972 8,936 8,963 8,937
Effect of dilutive options ....................... 408 536 432 533
------ ------ ------ ------
Diluted .......................................... 9,380 9,472 9,395 9,470
====== ====== ====== ======
Per share amounts:
Net income per common share ...................... $ .36 $ .29 $ .61 $ .47
====== ====== ====== ======
Net income per common share, assuming dilution ... $ .34 $ .28 $ .58 $ .45
====== ====== ====== ======

(2) CONTINGENCIES AND COMMITMENTS:

The Company is a defendant in an arbitration proceeding in Belgium
with an ocean carrier who alleges the Company failed to meet certain
minimum volume commitments under a transportation contract. Although
management and its legal counsel believe no contractual volume
commitments existed and plan to continue to vigorously defend the
Company's position, in December 1998, the arbitration panel found the
Company to be liable and later, on May 6, 1999, determined the amount
of damages to be $1,400,000 including

interest through July 31, 1999. Also, during the third quarter of
1998, the Company discovered improper activities conducted by
personnel at one of the Company's last remaining trucking locations.
The Company has filed a claim with its insurance carrier under an
existing crime policy. Management believes, after consultation with
counsel, that prospects for recovery on the crime policy are
favorable. Thus, it is possible that all or a portion of the charges
recorded in the third quarter of 1998 relating to this matter could be
reversed in the future. During the third and fourth quarters of 1998,
management accrued a total amount of $1,700,000 for its estimate of
probable losses in connection with these two matters. The Company
believes the ultimate resolution of these two matters could range from
a reversal of $1,500,000 previously accrued to an additional charge of
$1,750,000.

The Company is involved in various other legal proceedings and claims
generally incidental to its business. While the result of any
litigation contains an element of uncertainty, the Company presently
believes that the outcome of any such additional matters, or all of
them combined, will not have a material adverse effect on its results
of operations or consolidated financial position.

(3) SUBSEQUENT EVENT:

On July 27, 1999, the Company entered into an agreement and plan of
merger with MSAS Global Logistics Inc. and MSAS Acquisition
Corporation, U.S. subsidiaries of Ocean Group plc. The Company's Board
of Directors has unanimously approved the merger agreement and the
transactions contemplated thereby, including the tender offer and the
merger. On July 29, 1999, in accordance with the terms of the merger
agreement, MSAS Acquisition Corporation commenced a tender offer for
all outstanding shares of the Company's common stock at a purchase
price of $23.00 per share in cash. Following the completion of the
tender offer, subject to the terms and conditions of the merger
agreement, the parties will effect a second-step merger in which all
shares not purchased in the tender offer will be converted into the
right to receive $23.00 in cash.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

RESULTS OF OPERATIONS

Three and six months ended July 3, 1999 vs. three and six months ended
July 4, 1998.

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

SECOND QUARTER SIX MONTHS
-------------- ----------
1999 1998 1999 1998
---- ---- ---- ----

Operating Revenues............................. 100.0% 100.0% 100.0% 100.0%
Transportation Costs........................... 88.1 88.2 88.2 88.1
------ ------ ------ ------
Net Revenues................................... 11.9 11.8 11.8 11.9

Operating Expenses:
Salaries and related costs................. 2.7 2.3 2.7 2.5
Selling, general and administrative........ 6.7 7.1 6.9 7.4
------ ------ ------ ------
Total operating expenses.............. 9.4 9.4 9.6 9.9
------ ------ ------ ------

Operating Income............................... 2.5 2.4 2.2 2.0

Interest and Other (Income)/Expense, Net....... (.1) .0 (.2) .0
------ ------ ------ ------

Income Before Provision for Income Taxes....... 2.6% 2.4% 2.4% 2.0%
====== ====== ====== ======

General - The transportation services operation engages 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 costs incurred by the transportation
services operations and logistics projects are for purchased transportation. Net
revenues include only the commissions and fees. Several of the Company's newer
logistics management projects are performed on a management fee basis whereby
the Company collects only a management fee.

Selling, general and administrative expenses primarily consist of the
percentage of net revenue paid to agencies and independent sales contractors as
consideration for providing sales and marketing, arranging for movement of
shipments, entering billing and accounts payable information on shipments and
maintaining customer relations, as well as other Company operating expenses.
Certain costs incurred by the Company's dedicated trucking fleets are also
reported in salaries and related costs and selling, general and administrative
expenses.

Operating Revenues - The total number of shipments for the second
quarter increased 10% to 201,000 in 1999 versus 182,000 for the same period of
1998. Year-to-date, the number of shipments was 385,000, up 9% from 352,000
shipments for the same period of 1998. Total operating revenues increased 13%
for the three month period and 10% for the six month period, compared to the
prior year. This increase in the number of shipments and operating revenues
resulted from the expansion of services to existing and new customers.

Net Revenues - The Company's net revenues increased 14% for the quarter
and 9% for the first six months compared to the same periods of 1998. Net
revenues as a percentage of operating revenues are comparable for the quarter
and the six month period, compared to the prior year.

Operating Expenses - Operating expenses increased 13% for the quarter
and 7% for the six month period due primarily to increased salaries related to
several new information technology initiatives.

Interest and Other (Income)/Expense, Net - Cash flow from operations
has been adequate to cover the Company's operating needs and capital
requirements in recent years resulting in decreased interest expense and
increased interest income in 1999 and 1998.

Provision for Income Taxes - The Company's effective tax rate was 40.5%
in 1999 and 41% in 1998.

LIQUIDITY AND CAPITAL RESOURCES

The Company has available a $25,000,000 unsecured revolving credit
facility (the "Facility"). In recent years, the Company's cash flows from
operations have exceeded its working capital needs and the Company has made no
borrowings under this Facility since its inception in July 1997. On July 3,
1999, letters of credit totaling $2,706,000 had been issued on the Company's
behalf to secure insurance deductibles and purchases of operating services,
resulting in unused borrowing capacity of $22,294,000. The interest rate for
borrowings under the Facility is a variable rate based upon the 30 day LIBOR
Funding Rate, as defined, plus 50 to 125 basis points. The Company pays a
varying fee of .35% to 1.00% on outstanding letters of credit and a varying
commitment fee of .15% to .30% on the unused portion of the Facility, as
defined. At July 3, 1999, the interest rate was 5.68% and the letter of credit
fee and commitment fee were .35% and .15%, respectively. The line of credit
expires on July 1, 2000, but may be extended by mutual agreement of the lender
and the Company, for subsequent periods of one year each.

Among the covenants contained in the Facility are maintenance of
certain financial ratios, including debt to net worth, cash plus accounts
receivable to current liabilities plus debt and debt to earnings before income
taxes, interest, depreciation and amortization (all as defined). Other covenants
include the level of capital and lease expenditures, acquisitions and mergers,
dividends and redemptions of stock.

At July 3, 1999, the Company had a ratio of current assets to current
liabilities of approximately 1.4 to 1. Management believes that the Company will
have sufficient cash flow from operations and borrowing capacity to cover its
operating needs and capital requirements for the foreseeable future.

YEAR 2000

In 1996, the Company conducted an extensive review of its financial
and administrative information system. The review evaluated the Company's
computer systems in terms of Year 2000 compliance, capacity, general efficiency,
compatibility and competitive advantage. As a result of the review, the Company
has designed and implemented a new financial and administrative system which is
Year 2000 compliant to replace the previous system, which was over ten years
old. Since October 1996, the Company has spent approximately $3,000,000 on the
design and implementation of this system. Additionally, during this same period,
the Company performed extensive reviews of all other peripheral systems not
included in the above system. The Company has spent approximately $100,000 in
order to ensure that its peripheral systems are Year 2000 compliant. The Company
has no plans to spend additional funds on Year 2000 compliance efforts . All
funds for Year 2000 projects have been derived from operating cash flows. The
Company has sent a survey to its significant third party suppliers and customers
inquiring into their Year 2000 compliance status and gathering information to
assess the effect of any noncompliance on the Company's operations. The Company
has had no indication that these third parties will not be Year 2000 compliant.
Although no one can accurately predict how many Year 2000 related failures will
occur or the severity, duration or financial consequences of such failures, the
Company believes its most reasonably likely worst case scenario is that it could
sustain what are expected to be nonmaterial operational inconveniences and
inefficiencies and be involved in nonmaterial business disputes related to the
Company or one of its vendor's or customer's inability to carry out certain
contractual obligations. Therefore, the Company has determined that the need for
a major contingency plan is not appropriate at this time.

10
11

OTHER INFORMATION

On July 27, 1999, the Company entered into an agreement and plan of
merger with MSAS Global Logistics Inc. and MSAS Acquisition Corporation, U.S.
subsidiaries of Ocean Group plc. The Company's Board of Directors has
unanimously approved the merger agreement and the transactions contemplated
thereby, including the tender offer and the merger. On July 29, 1999, in
accordance with the terms of the merger agreement, MSAS Acquisition Corporation
commenced a tender offer for all outstanding shares of the Company's common
stock at a purchase price of $23.00 per share in cash. Following the completion
of the tender offer, subject to the terms and conditions of the merger
agreement, the parties will effect a second-step merger in which all shares not
purchased in the tender offer will be converted into the right to receive $23.00
in cash.

As the Company continues its expansion into more comprehensive
logistics management programs, the credit risk exposure on a limited number of
major customers increases. While the Company takes measures to continually
evaluate, monitor and, if necessary, reserve for these and other credit risks,
it is possible, although unlikely, that circumstances could develop on a
particular major customer which could have a material effect on the Company's
short-term results.

Results of operations in the transportation industry generally 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is not materially exposed to market risk.

MARK VII, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION.

Item 1. Legal Proceedings. NONE

Item 2. Changes in Securities. NONE

Item 3. Defaults Upon Senior Securities. NONE

Item 4. Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Shareholders of the Company was held on
May 21, 1999.

(b) Not Applicable

Name of Nominee Votes in favor Withheld
--------------- -------------- --------

R.C. Matney 7,538,380 12,318
William E. Greenwood 7,538,330 12,368
Douglass Wm. List 7,538,330 12,368

(d) Not Applicable

Item 5. Other Information. NONE

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

Exhibit No. Description
----------- -----------

27 Financial Data Schedule

(b) Reports on Form 8-K. NONE

The Registrant filed a current report on Form 8-K, dated July
27, 1999, reporting under Item 5 - Other Events, an agreement and
plan of merger between the Company and MSAS Global Logistics Inc. and
MSAS Acquisition Corporation, U.S. subsidiaries of Ocean Group plc,
pursuant to which MSAS Acquisition Corporation will acquire all of
the outstanding shares of the Company's common stock for $23.00 per
share in cash.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Mark VII, Inc.
(Registrant)

August 12, 1999 /s/ Paul R. Stone
--------------- ------------------------------------------
(Date) Paul R. Stone, Executive Vice President
and Chief Financial Officer (Principal
Financial and Accounting Officer)