Mark IV Industries Inc – ‘10-K/A’ for 2/29/00

On:  Wednesday, 5/31/00, at 9:28am ET   ·   For:  2/29/00   ·   Accession #:  62418-0-7   ·   File #:  1-08862

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                             5     33K 
 2: EX-18       Letter re: Change in Accounting Principles            33    123K 

10-K/A   —   Amendment to Annual Report
Document Table of Contents

10-K/A
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
FORM 10-K/A 
Amendment No. 1   
X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934                                                         
For the fiscal year ended February 29, 2000                                     

OR  

___   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES       
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)                              
For the transition period from __________________ to _____________________      

Commission File No. 1-8862                                                      

MARK IV INDUSTRIES, INC.  
--------------------------------------------------------------------------      
(Exact name of Registrant as specified in its charter)  

Delaware                                     23-1733979       
-------------------------------          ---------------------------------      
(State or other jurisdiction of        (IRS employer Identification number)     
incorporation or organization)                                                

501 John James Audubon Pkwy., P.O. Box 810, Amherst, NY        14226-0810       
-------------------------------------------------------        ----------       
(Address of principal executive offices)                       (Zip Code)       

Registrant's telephone number, including area code:  (716) 689-4972   
                                                  --------------

Securities registered pursuant to Section 12(b) of the Act:           

                                                   Name of exchange on
      Title of Class                                which registered
       --------------                              -------------------
   Common Stock, $.01 par value                  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None      

   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 by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained,  
to the best of the Registrant's knowledge, in definitive proxy or information   
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K.  X                                                 
----                  
    The aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant based on the closing price of the Common       
Stock on May 10, 2000 on the New York Stock Exchange was approximately          
$817,792,919.                                                                   

As of May 10, 2000, the number of outstanding shares of Registrant's
Common Stock, $.01 par value, was approximately 44,354,507 shares.              

Documents Incorporated By Reference   
-----------------------------------   
Portions of the Registrant's definitive proxy statement to be filed 
pursuant to Regulation 14A not later than 120 days after the end of the fiscal  
year are incorporated by reference into Part III.                               

PART IV 

ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K        
                                                                        Page
(a) (1)  Financial Statements                                                   

Report of Independent Accountants for                         
each of the three fiscal years in the                     
        period ended February 29, 2000                                  33

Consolidated Balance Sheets at February 29, 2000              
       and February 28, 1999                                            34

Consolidated Statements of Income for each of                 
the three fiscal years in the period ended                  
       February 29, 2000                                                35

Consolidated Statements of Stockholders' Equity for           
each of the three fiscal years in the period                
       ended February 29, 2000                                          36

Consolidated Statements of Comprehensive Income               
for each of the three fiscal years in the period            
       ended February 29, 2000                                          37

Consolidated Statements of Cash Flows                         
for each of the three fiscal years in                       
       the period ended February 29, 2000                               38

      Notes to Consolidated Financial Statements                        39

(2)  Financial Statement Schedule                                       

Report of Independent Accountants                             
for each of the three fiscal years in the                   
       period ended February 29, 2000                                   67

      II.  Valuation and Qualifying Accounts                            68

       All other schedules and statements have been omitted as the
       required information is inapplicable or is presented in the
financial statements or notes thereto.              

10-K/A
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(b) Reports on Form 8-K                                                         

There were no reports filed pertaining to events occurring during the quarter   
ended February 29, 2000.                                                        

(c) Exhibits                                                                    

2.1      Purchase Agreement by and between Mark IV Industries, Inc. and 
        Arvin Industries, Inc. dated February 8, 1999 (incorporated by
       reference to the Exhibit 10.1 to the Company's Form 8-K dated
February 26, 1999).                                   

2.2*     Agreement and Plan of Merger by and between MIV Acquisition    
      Corporation and Mark IV Industries, Inc. dated may 26, 2000.

3.1      Certificate of Incorporation, as amended (incorporated by      
 reference to Exhibit 28.1 to the Company's Registration
      Statement No. 33-45215 on Form S-3, as filed with the SEC on
January 24, 1993).                                    

4.1      Specimen Common Stock Certificate (incorporated by reference to
          Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q dated
July 1, 1997).                                        

4.2      By-Laws of the Registrant (incorporated by reference to Exhibit
  4.12 To Amendment No. 1 to the Registrant's Registration
    Statement No. 33-41553 on Form S-3, dated August 6, 1991).

4.3      Conformed copy of the Indenture, dated as of March 11, 1996,   
     between Mark IV Industries, Inc. and Fleet National Bank as
      Trustee; including the form of Senior Subordinated Notes due
        April 1, 2006 (incorporated by reference to Exhibit 4.1 to the
    Company's Current Report on Form 8-K dated March 6, 1996).

4.4      Conformed copy of the Indenture, dated as of August 11, 1997,  
       between Mark IV Industries, Inc, as issuer and Marine Midland
     Bank, as trustee; including the form of Senior Subordinated
   Notes due September 1, 2007 (incorporated by reference to
       Exhibit 4.1 to the Company's Current Report on Form 8-K dated
August 25, 1997).                                     

4.5      Conformed copy of the Indenture, dated as of October 29, 1997, 
         between Mark IV Industries, Inc., as issuer and The Bank of New
          York, as trustee; including the form of Convertible Subordinated
          Notes due November 1, 2004 (incorporated by reference to Exhibit
        4.1 to the Company's Current Report on Form 8-K dated November
6, 1997).                                             

10-K/A
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Executive Compensation Plans and Arrangements (10.1 -10.22) 

 10.1     Employment Agreement dated March 1, 1995 between the Company and
       Sal Alfiero (incorporated by reference to Exhibit 10.1 to the
        Company's Annual Report or Form 10-K for the fiscal year ended
February 28, 1995).                                   

 10.2     Employment Agreement dated March 1, 1995 between the Company and
        Gerald S. Lippes (incorporated by reference to Exhibit 10.3 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

 10.3     Employment Agreement dated March 1, 1995 between the Company and
        William P. Montague (incorporated by reference to Exhibit 10.4
         to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

 10.4     Employment Agreement dated March 1, 1995 between the Company and
        Frederic L. Cook (incorporated by reference to Exhibit 10.5 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

 10.5     Employment Agreement dated March 1, 1995 between the Company and
         John J. Byrne (incorporated by reference to Exhibit 10.6 to the
        Company's Annual Report or Form 10-K for the fiscal year ended
February 28, 1995).                                   

 10.6     Employment Agreement dated March 1, 1995 between the Company and
        Richard L. Grenolds (incorporated by reference to Exhibit 10.7
         to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

10.7     Employment Agreement dated January 1, 1995 between the         
         Company, Dayco Products, Inc. ("Dayco"), Dayco Europe, A.B. and
       Kurt J. Johansson (incorporated by reference to Exhibit 10.10
         to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

10.8     Employment Agreement dated May 1, 1997 between the Company,    
         Dayco and Richard F. Bing (incorporated by reference to Exhibit
          10.10 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1999).                        

 10.9     Employment Agreement dated March 1, 1995 between the Company and
         Douglas J. Fiegel (incorporated by reference to Exhibit 10.8 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

10.10    Employment Agreement dated January 1, 1995 between the Company,
          Dayco and Patricia Richert (incorporated by reference to Exhibit
          10.11 to the Company's Annual Report or Form 10-K for the fiscal
year ended February 28, 1995).                        

10-K/A
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10.11    Amendment and Restatement of the Mark IV Industries, Inc. and  
       Subsidiaries 1992 Incentive Stock Option Plan Effective March
    30, 1994 (incorporated by reference to Exhibit 10.4 to the
        Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1994).                                   

 10.12 *  Second amendment and Restatement of the Mark IV Industries, Inc.
1996 Incentive Stock Option Plan.                     

10.13    Amendment and Restatement of the Mark IV Industries, Inc. 1992 
        Restricted Stock Plan Effective March 1, 1995 (incorporated by
          reference to Exhibit 10.1 to the Company's Annual Report or Form
10-K for the fiscal year ended February 28, 1995).    

10.14    Amendment and Restatement of the Mark IV Industries, Inc.      
       Executive Bonus Plan effective March 1, 1995 (incorporated by
      reference to Exhibit 10.15 to the Company's Annual Report on
Form 10-K dated February 28, 1998).                   

10.15    First Amendment and Restatement of the Mark IV Industries, Inc.
         Enhanced Executive Incentive Plan (incorporated by reference to
         Exhibit 10.16 to the Company's Annual Report on Form 10-K dated
February 29, 1992).                                   

10.16 *  Fifth Amendment and Restatement of the Non-Qualified Plan of   
     Deferred Compensation of Mark IV Industries, Inc. Effective
February 29, 2000.                                    

10.17 *  Second Amendment and Restatement of the Non-Qualified Plan of  
     Deferred Compensation for Non-Employee Directors of Mark IV
Industries, Inc. Effective February 29, 2000.         

10.18 *  Second Amendment and Restatement of the Non-qualified Plan of  
   Deferred Incentive Compensation for Executives of Certain
          Operating Divisions and Subsidiaries of Mark IV Industries, Inc.
Effective February 29, 2000.                          

10.19    Short-term Incentive Bonus Plan of Dayco Products, Inc. dated  
       March 30, 1994 (incorporated by reference to Exhibit 10.20 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

10.20    Executive Loan Program (Incorporated by reference to Exhibit   
          10.20 to the Company's Annual Report on Form 10-K for the Fiscal
year ended February 28, 1997).                        

10-K/A
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    Other Material Contract Exhibits

10.21    Conformed copy of the Credit Agreement, dated as of March 8,   
        1996, among the Registrant and Dayco PTI S.p.A., as Borrowers,
      certain other subsidiaries of the Registrant, as Guarantors,
     various banks and financial institutions, Chemical Bank, as
         Administrator and Bid Agent, Bank of America National Trust and
         Savings Association, as Documentation Agent, and BA Securities,
          Inc. and Chemical Securities, Inc. as Arrangers (incorporated by
         reference to Exhibit 10.1 to the Registrant's Current Report on
Form 8-K dated March 6, 1996).                        

21*      Subsidiaries of the Registrant.                                

23*      Consent of Independent Accountants.                            

27*      Financial Data Schedule.                                       

______________________                                                          

*  Filed herewith by direct transmission pursuant to the EDGAR program.         

Signature                                                                       

Pursuant to the requirements of Section 13 or 15(d) 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 IV INDUSTRIES, INC

                                 By: Richard L. Grenolds
                                    Vice President and
                                          Chief Accounting Officer

Dated:   May 30, 2000                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
		9/1/07		2
		4/1/06		2
		11/1/04		2
Filed on:		5/31/00							10-Q,  8-A12B/A,  8-K
		5/30/00		5					10-K
		5/26/00		2
		5/10/00		1
For Period End:		2/29/00		1		4			10-K,  10-K/A
		2/28/99		3					10-K,  8-K,  DEF 14A
		2/26/99		2
		2/8/99		2					SC 13G/A
		2/28/98		4					10-K,  DEF 14A
		11/6/97		2
		10/29/97		2
		8/25/97		2					8-K
		8/11/97		2					8-K
		7/1/97		2					10-Q
		5/1/97		3
		2/28/97		4					10-K,  DEF 14A
		3/11/96		2
		3/8/96		5
		3/6/96		2		5			8-K,  8-K/A
		3/1/95		3		4
		2/28/95		3		4			10-K,  DEF 14A
		1/1/95		3
		3/30/94		4
		2/28/94		4					10-K,  10-K/A,  DEF 14A,  PRE 14A
		1/24/93		2
		2/29/92		4
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