Mark IV Industries Inc – ‘10-K/A’ for 2/28/94

As of:  Thursday, 6/23/94   ·   For:  2/28/94   ·   Accession #:  62418-94-7   ·   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 Form 10-K                                 8±    37K 
 2: EX-10.12    Mark Iv Savings & Retirement Plan                     74±   282K 
 3: EX-99.1     Form 11-K                                              3±    10K 

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

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

FORM 10-K/A 
Amendment No. 1   

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

For the fiscal year ended February 28, 1994        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

6-1/4% Convertible Subordinated                               
         Debentures due February 15, 2007            New York Stock Exchange

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

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.                                                    

   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    .               
                                    ---      ---
    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 18, 1994 on the New York Stock Exchange was $564,880,881.          

As of May 18, 1994, the number of outstanding shares of Registrant's
Common Stock, $.01 par value, was 42,743,594 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 28, 1994. . . . . . . . . . . . . . . . . . .27

Financial Statements:                                         

       Consolidated Balance Sheets at February 28, 1994 and 1993 . . . . .28

Consolidated Statements of Income for each of                 
the three fiscal years in the period ended                
         February 28, 1994 . . . . . . . . . . . . . . . . . . . . . . . .29

Consolidated Statements of Stockholders' Equity for           
each of the three fiscal years in the period              
         ended February 28, 1994 . . . . . . . . . . . . . . . . . . . . .30

Consolidated Statements of Cash Flows                         
for each of the three fiscal years in                     
         the period ended February 28, 1994. . . . . . . . . . . . . . . .31

       Notes to Consolidated Financial Statements. . . . . . . . . . . . .32

(2)  Financial Statement Schedules                                      

Report of Independent Accountants                             
for each of the three fiscal years in the                 
         period ended February 28, 1994. . . . . . . . . . . . . . . . . .58

Financial Statement Schedules:                                

       V.     Property, plant and equipment cost . . . . . . . . . . . . .59

VI.    Accumulated depreciation and amortization              
               of property, plant and equipment. . . . . . . . . . . . . .60

       VIII.  Valuation and qualifying accounts. . . . . . . . . . . . . .61

       X.     Supplementary income statement information . . . . . . . . .62

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

(b) Reports on Form 8-K                                                         

        No reports on Form 8-K were required to be filed pertaining to
      events occurring during the quarter ended February 28, 1994.

(c) Exhibits                                                                    

2.1      Share Purchase Agreement dated April 29, 1993 among Mark IV    
    Industries, Inc., a Delaware Corporation, and its indirect
  wholly-owned subsidiary, Dayco Italy, S.p.A., an Italian
 Corporation, and Pirelli S.p.A., an Italian Corporation
    (incorporated by reference to exhibit 2.1 to the Company's
         Current Report on Form 8-K dated May 27, 1993, as filed on June
          17, 1993).  All schedules and other attachments to this exhibit,
  as identified on the last page of the exhibit, have been
omitted.                                              

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      Indenture dated as of March 15, 1989 between the Company and the
          First National Bank of Boston, as Trustee (including the form of
13-3/8% Subordinated Debentures due March 15, 1999)   
     (incorporated by reference to Exhibit 4.10 to the Company's
Current Report on Form 8-K, dated May 23, 1989).      

4.2      Specimen Common Stock Certificate (incorporated by reference to
          Exhibit 4.11 to Amendment No. 1 to the Registrant's Registration
   Statement No. 33-41553 on Form S-3 dated August 6, 1991).

4.3      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).

4.4      Conformed copy of the Indenture, dated as of February 13, 1992,
         between Mark IV Industries, Inc. and Marine Midland Bank, N.A.,
          including the form of 6-1/4% Convertible Subordinated Debentures
         due February 15, 2007 (incorporated by reference to Exhibit 4.1
        to the Company's Current Report on Form 8-K dated February 13,
1992).                                                

4.5      Conformed copy of the Indenture, dated as of March 15, 1993,   
        between Mark IV Industries, Inc. and Citibank, N.A.; including
 the form of Senior Subordinated Notes due April 1, 2003
    (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated March 29, 1993).     

Executive Compensation Plans and Arrangements (10.1 -10.9)  

10.1     Employment Agreements dated May 1, 1989 between the Company and
    each of Sal Alfiero, Clement R. Arrison, Gerald S. Lippes,
 William P. Montague, John J. Byrne and Frederic L. Cook
      (incorporated by reference to Exhibit 10.27 to the Company's
 Form 10-K for the fiscal year ended February 28, 1989).

10.2     Employment Agreement dated July 1, 1989 between the Company and
         Richard L. Grenolds (incorporated by reference to Exhibit 10.33
         to the Company's Form 10-Q for the fiscal quarter ended May 31,
1989).                                                

10.3     Amendment and Restatement of Mark IV Industries, Inc. and      
          Subsidiaries Incentive Stock Option Plan, as of February 8, 1988
        (incorporated by reference to Exhibit 10.13.1 to the Company's
          Registration Statement No. 33-42307 on Form S-8 dated August 19,
1991).                                                

10.4*    Amendment and Restatement of the Mark IV Industries, Inc. and  
       Subsidiaries 1992 Incentive Stock Option Plan Effective March
30, 1994.                                             

10.5*    Amendment and Restatement of the Mark IV Industries, Inc. 1992 
Restricted Stock Plan Effective March 30, 1994.       

10.6     Mark IV Industries, Inc. Executive Bonus Plan (incorporated by 
          reference to Exhibit 10.8 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1991).    

10.7     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).                                   

10.8*    Third Amendment and Restatement of the Non-Qualified Plan of   
     Deferred Compensation of Mark IV Industries, Inc. Effective
September 1, 1993.                                    

10.9*    First Amendment and Restatement of the Non-Qualified Plan of   
     Deferred Compensation for Non-Employee Directors of Mark IV
Industries, Inc. Effective December 1, 1993.          

Other Material Contract Exhibits  

10.10    Revolving Credit Facility Agreement dated May 27, 1993, among  
       Mark IV Industries, Inc., a Delaware Corporation, Dayco Italy
        S.p.A., an Italian Corporation, Bank of America National Trust
        and Savings Association, Chemical Investment Bank Limited, and
        Citibank, N.A. and Chase Manhattan Bank N.A., as co-agents for
     various financial institutions that are signatories thereto
       (incorporated by reference to the Company's Current Report on
      Form 8-K dated May 27, 1993 as filed on June 17, 1993).  All
        schedules and other attachments to this exhibit, as identified
on page v of the exhibit, have been omitted.          

10.11    Credit Agreement dated July 20, 1993 among Mark IV Industries, 
   Inc., and certain of its subsidiaries and Bank of America
        National Trust and Savings Association, Continental Bank N.A.,
        Citibank, N.A., The Bank of Nova Scotia, The Bank of New York,
 The Chase Manhattan Bank, N.A., and certain other banks
       (incorporated by reference to the Company's Current Report on
       Form 8-K dated July 20, 1993 as filed on August 4, 1993). All
      schedules and exhibits listed on page v of this exhibit have
been omitted.                                         

10.12*   Mark IV Savings & Retirement Plan Fourth Amendment and         
Restatement Effective January 1, 1994.                

11*      Statement regarding computation of per share earnings.         

21*      Subsidiaries of the Registrant.                                

23*      Consent of Independent Accountants.                            

99.1**   Form 11-K Annual Report of Mark IV Savings & Retirement Plan   
P     for the year ended December 31, 1993.                       
______________________                                                          

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

**  The Cover Sheet, Index and Exhibit 23.1 of this Form 11-K are being filed   
with this Amendment No.1 by direct transmission pursuant to the EDGAR   
program.  The Financial Statements and Schedules have been filed under  
cover by Form SE.                                                       

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:/s/ Richard L. Grenolds
                      --------------------------
                     Richard L. Grenolds
                    Vice President and
                            Chief Accounting Officer
June 23, 1994                                                           
-------------                                                           
Date                                                              

     Exhibit Index

2.1      Share Purchase Agreement dated April 29, 1993 among Mark IV    
    Industries, Inc., a Delaware Corporation, and its indirect
  wholly-owned subsidiary, Dayco Italy, S.p.A., an Italian
 Corporation, and Pirelli S.p.A., an Italian Corporation
    (incorporated by reference to exhibit 2.1 to the Company's
         Current Report on Form 8-K dated May 27, 1993, as filed on June
          17, 1993).  All schedules and other attachments to this exhibit,
  as identified on the last page of the exhibit, have been
omitted.                                              

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      Indenture dated as of March 15, 1989 between the Company and the
          First National Bank of Boston, as Trustee (including the form of
13-3/8% Subordinated Debentures due March 15, 1999)   
     (incorporated by reference to Exhibit 4.10 to the Company's
Current Report on Form 8-K, dated May 23, 1989).      

4.2      Specimen Common Stock Certificate (incorporated by reference to
          Exhibit 4.11 to Amendment No. 1 to the Registrant's Registration
   Statement No. 33-41553 on Form S-3 dated August 6, 1991).

4.3      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).

4.4      Conformed copy of the Indenture, dated as of February 13, 1992,
         between Mark IV Industries, Inc. and Marine Midland Bank, N.A.,
          including the form of 6-1/4% Convertible Subordinated Debentures
         due February 15, 2007 (incorporated by reference to Exhibit 4.1
        to the Company's Current Report on Form 8-K dated February 13,
1992).                                                

4.5      Conformed copy of the Indenture, dated as of March 15, 1993,   
        between Mark IV Industries, Inc. and Citibank, N.A.; including
 the form of Senior Subordinated Notes due April 1, 2003
    (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated March 29, 1993).     

Executive Compensation Plans and Arrangements (10.1 -10.9)  

10.1     Employment Agreements dated May 1, 1989 between the Company and
    each of Sal Alfiero, Clement R. Arrison, Gerald S. Lippes,
 William P. Montague, John J. Byrne and Frederic L. Cook
      (incorporated by reference to Exhibit 10.27 to the Company's
 Form 10-K for the fiscal year ended February 28, 1989).

10.2     Employment Agreement dated July 1, 1989 between the Company and
         Richard L. Grenolds (incorporated by reference to Exhibit 10.33
         to the Company's Form 10-Q for the fiscal quarter ended May 31,
1989).                                                

10.3     Amendment and Restatement of Mark IV Industries, Inc. and      
          Subsidiaries Incentive Stock Option Plan, as of February 8, 1988
        (incorporated by reference to Exhibit 10.13.1 to the Company's
          Registration Statement No. 33-42307 on Form S-8 dated August 19,
1991).                                                

10.4*    Amendment and Restatement of the Mark IV Industries, Inc. and  
       Subsidiaries 1992 Incentive Stock Option Plan Effective March
30, 1994.  Beginning on Page 67.                      

10.5*    Amendment and Restatement of the Mark IV Industries, Inc. 1992 
       Restricted Stock Plan Effective March 30, 1994.  Beginning on
Page 78.                                              

10.6     Mark IV Industries, Inc. Executive Bonus Plan (incorporated by 
          reference to Exhibit 10.8 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1991).    

10.7     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).                                   

10.8*    Third Amendment and Restatement of the Non-Qualified Plan of   
     Deferred Compensation of Mark IV Industries, Inc. Effective
September 1, 1993.  Beginning on Page 86.             

10.9*    First Amendment and Restatement of the Non-Qualified Plan of   
     Deferred Compensation for Non-Employee Directors of Mark IV
         Industries, Inc. Effective December 1, 1993.  Beginning on Page
125.                                                  

Other Material Contract Exhibits  

10.10    Revolving Credit Facility Agreement dated May 27, 1993, among  
       Mark IV Industries, Inc., a Delaware Corporation, Dayco Italy
        S.p.A., an Italian Corporation, Bank of America National Trust
        and Savings Association, Chemical Investment Bank Limited, and
        Citibank, N.A. and Chase Manhattan Bank N.A., as co-agents for
     various financial institutions that are signatories thereto
       (incorporated by reference to the Company's Current Report on
      Form 8-K dated May 27, 1993 as filed on June 17, 1993).  All
        schedules and other attachments to this exhibit, as identified
on page v of the exhibit, have been omitted.          

10.11    Credit Agreement dated July 20, 1993 among Mark IV Industries, 
   Inc., and certain of its subsidiaries and Bank of America
        National Trust and Savings Association, Continental Bank N.A.,
        Citibank, N.A., The Bank of Nova Scotia, The Bank of New York,
 The Chase Manhattan Bank, N.A., and certain other banks
       (incorporated by reference to the Company's Current Report on
       Form 8-K dated July 20, 1993 as filed on August 4, 1993). All
      schedules and exhibits listed on page v of this exhibit have
been omitted.                                         

10.12*   Mark IV Savings & Retirement Plan Fourth Amendment and         
Restatement Effective January 1, 1994.                

11*      Statement regarding computation of per share earnings.         
Beginning on Page 151.                                

21*      Subsidiaries of the Registrant. Beginning on Page 153.         

23*      Consent of Independent Accountants. Beginning on Page 156.     

99.1**   Form 11-K Annual Report of Mark IV Savings & Retirement Plan   
P     for the year ended December 31, 1993.                       

______________________                                                          

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

**  The Cover Sheet, Index and Exhibit 23.1 of this Form 11-K are being filed   
with this Amendment No.1 by direct transmission pursuant to the EDGAR   
program.  The Financial Statements and Schedules have been filed under  
cover by Form SE.                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K/A’ Filing		Date		Other Filings
		2/15/07
		4/1/03
		3/15/99		8-K
Filed on:		6/23/94
		5/18/94
		3/30/94
For Period End:		2/28/94		10-K,  DEF 14A,  PRE 14A
		1/1/94
		12/31/93
		12/1/93
		9/1/93
		8/4/93
		7/20/93
		6/17/93
		5/27/93
		4/29/93
		3/29/93
		3/15/93
		2/28/93
		1/24/93
		2/29/92
		2/13/92
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