SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ________________ Date of Report (Date of earliest event reported): August 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 MEMPHIS, TENNESSEE 38120 (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code: (901) 767-4455 No Change ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. OTHER EVENTS. On August 27, 1999, MSAS Acquisition Corporation, a Delaware corporation ("MSAS") and wholly-owned subsidiary of MSAS Global Logistics Inc., a New York corporation ("Parent") and indirect subsidiary of Ocean Group plc, a company organized under the laws of England and Wales ("Ocean Group"), consummated its tender offer (the "Tender Offer") for all shares of the common stock (the "Shares") of Mark VII, Inc., a Delaware corporation (the "Company"), and accepted for payment 98.95% of all outstanding Shares. On September 1, 1999, MSAS was merged with and into the Company (the "Merger"), and as a result the Company became an indirect, wholly-owned subsidiary of Ocean Group. Each Share then outstanding (other than Shares held in treasury of the Company, Shares owned by MSAS, Parent or any subsidiary of Parent or the Company and Shares as to which appraisal rights have been properly exercised) was converted into the right to receive $23.00 in cash. A copy of the press release of Ocean Group with respect to the Tender Offer and the Merger is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Item 7. FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release of Ocean Group plc, issued September 2, 1999. 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: September 3, 1999 By: /s/ James T. Graves ------------------- Name: James T. Graves Title: Vice Chairman, General Counsel and Secretary EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release of Ocean Group plc, issued September 2, 1999.