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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 27, 1999
Mark VII, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-14810 43-1074964
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
965 Ridge Lake Boulevard 38120
Memphis, Tennessee (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (901) 767-4455
No Change
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Mark VII, Inc., a Delaware corporation (the "Company"), MSAS Global
Logistics Inc., a New York Corporation ("Parent") and MSAS Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Parent
("Acquisition"), have entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of July 27, 1999, providing for the acquisition of the
Company by Parent. Parent is a wholly-owned subsidiary of Ocean Group plc, a
corporation organized under the laws of the United Kingdom. The Merger Agreement
is filed herewith as Exhibit 2 and is incorporated herein by reference.
Pursuant to the Merger Agreement, Acquisition has agreed, subject to
the terms and conditions contained therein, to commence a cash tender offer (the
"Offer") to acquire all outstanding shares of common stock, par value $.05 per
share (the "Shares"), of the Company at a price of $23.00 per share, net to the
seller in cash. The consummation of the Offer will be conditioned on, among
other things, (i) there being tendered and not properly withdrawn prior to the
expiration of the Offer such number of Shares which, together with any Shares
owned by Parent or Acquisition, would constitute at least a majority of the
outstanding Shares on a fully-diluted basis or (ii) the expiration or
termination of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
The Merger Agreement provides that, following the consummation of
the Offer, Acquisition will be merged with and into the Company, subject to
certain conditions. In the Merger, each Share outstanding immediately prior to
the effective time of the Merger (other than Shares (i) held in the Company's
treasury or by and of the Company's subsidiaries, (ii) held by Parent,
Acquisition or any other subsidiary of parent and (iii) held by stockholders, if
any, who are entitled to and properly exercise appraisal rights under the
General Corporation Law of the State of Delaware with respect to their shares
and who have not effectively withdrawn or lost such rights) will be converted
into the right to receive $23.00 per share (or any greater amount paid per Share
pursuant to the Offer), net to the seller in cash.
Concurrently with the execution and delivery of the Merger
Agreement, certain of the Company's directors, who collectively own
approximately 8.4% of the Shares, have entered into a definitive agreement with
Parent and Acquisition pursuant to which such director has agreed, among other
things, to tender his Shares pursuant to the Offer and to grant to Parent and
Acquisition an option to purchase such Shares at a purchase price of $23.00 per
share, exercisable upon the occurrence of certain events. The form of Tender And
Voting Agreement And Irrevocable Proxy is filed herewith as Exhibit 99.2 and is
incorporated herein by reference.
A copy of the press release of the Company announcing the
transactions is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 7. Financial Information and Exhibits.
(c) Exhibits
2. Agreement and Plan of Merger, dated as of July 27, 1999, by and
among Mark VII, Inc., MSAS Global Logistics Inc. and MSAS
Acquisition Corporation. (schedules omitted (1)).
99.1 Press Release of Mark VII, Inc., issued July 27, 1999.
99.2 Form of Tender And Voting Agreement And Irrevocable Proxy, dated as
of July 27, 1999 (schedule omitted (1)).
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(1) The Company shall supplementally furnish a copy of any omitted schedule to
the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Mark VII, Inc.
(Registrant)
Date: July 28, 1999 By: /s/ James T. Graves
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Name: James T. Graves
Title: Vice Chairman, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit No. Description
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2 Agreement and Plan of Merger, dated as of July 27, 1999, by
and among Mark VII, Inc., MSAS Global Logistics Inc. and MSAS
Acquisition Corporation.
99.1 Press Release of Mark VII, Inc., issued July 27, 1999.
99.2 Form of Tender And Voting Agreement And Irrevocable Proxy,
dated as of July 27, 1999.