8-K

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) May 19, 2000

Mark IV Industries, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-8862
(Commission File Number) 23-1733979
(IRS Employer ID Number)

501 John James Audubon Parkway, P.O. Box 810, Amherst, New York,     14266-0810
(Address of principal executive offices)                                                          (Zip Code)

Registrant's Telephone Number, including area code:                             (716)-689-4972

(Former name or former address, if changed since last report)

Item 5. Other Events

               Pursuant to the Rights Agreement, dated as of May 17, 1995, between Mark IV Industries, Inc. (the "Company") and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Company (the "Board") declared a dividend of one right ("Right") for each outstanding share of the Company's common stock, par value $.01 per share (the "Common Stock"), to stockholders of record at the close of business on June 2, 1995. The Rights Agreement was amended on May 19, 1999. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a Purchase Price of $80.00 per unit of one one-hundredth of a share, subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement, as amended.

                On May 19, 2000, Gabelli Funds, LLC, GAMCO Investors, Inc., Gabelli Performance Partnership L.P., Gabelli International Limited, Gabelli Securities, Inc., Gabelli Group Capital Partners, Inc., Gabelli Asset Management Inc., Marc J. Gabelli and Mario J. Gabelli (herein collectively referred to as the "Gabelli Group") filed amendment No. 11 to Statement of Beneficial Ownership on Schedule 13D with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Amended Schedule 13D"), reporting beneficial ownership of an aggregate number of shares of Common Stock representing 20.04% of the outstanding shares of Common Stock of the Company.

                The Gabelli Group advised the Company that it inadvertently increased its beneficial ownership of shares of Common Stock of the Company to more than 20% of the shares outstanding. The Gabelli Group has also confirmed to the Company the accuracy, as of May 25, 2000, of the statements set forth under Item 4 of the Schedule 13D, as filed prior to Amendment No. 11 to the Schedule 13D, which stated, among other things, that the Gabelli Group did not intend to seek control of the Company or participate in the management of the Company.

                In view of such advice by the Gabelli Group, at a Special Meeting of the Board of Directors of the Company held on May 23, 2000, the Board approved an amendment to the Rights Agreement, dated as of May 25, 2000 and effective as of May 19, 2000 (the "Second Amendment"), pursuant to which the definition of Acquiring Person was amended to exclude the Gabelli Group as an Acquiring Person unless the Gabelli Group becomes the Beneficial Owner of 21% or more of the shares of Common Stock then outstanding. The Second Amendment also amended the definition of a Section 11(a)(ii) Event and Section 11(a)(ii) to provide that a Section 11(a)(ii) Event shall not have occurred with respect to the Beneficial Ownership of shares of the Common Stock by the Gabelli Group unless and until such time as the Gabelli Group shall become an Acquiring Person.

                In addition, at a subsequent Special Meeting of the Board of Directors held on May 26, 2000, the Board also approved a third amendment to the Rights Agreement, dated and effective as of May 26, 2000 (the "Third Amendment"). The Third Amendment was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 26, 2000, between the Company and MIV Acquisition Corporation ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub shall merge into the Company (the "Merger"), with the Company continuing as the surviving corporation and with the outstanding shares of Common Stock being converted into the right to receive $23.00 per share in cash. At the Board Meeting, the Board approved the Merger and the Merger Agreement.

                The Third Amendment provides that neither Merger Sub nor any Associates or Affiliates of Merger Sub, individually or collectively, shall be deemed to be an Acquiring Person, nor shall a Distribution Date be deemed to have occurred solely as a result of (i) the announcement, approval, execution or delivery of the Merger Agreement, (ii) the consummation of the Merger or (iii) the consummation of the other transactions contemplated by the Merger Agreement.

                The Third Amendment further provides that neither a Section 11(a)(ii) Event nor an event described in Section 13 of the Rights Agreement shall be deemed to have occurred as a result of (i) the announcement, approval, execution or delivery of the Merger Agreement, (ii) the consummation of the Merger or (iii) the consummation of the other transactions contemplated by the Merger Agreement and the Rights shall not be adjusted or exercisable in accordance with Section 11 or Section 13.

                Copies of the Second Amendment and the Third Amendment are filed herewith as Exhibits 99.3 and 99.4. Copies of the Rights Agreement and the amendments thereto are available free of charge from the Company. This summary description of the Rights Agreement and the amendments thereto does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and the amendments thereto, which are incorporated by reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

                (a)      Financial Statements of Business Acquired.

                           Not applicable.

                (b)      Forma Financial Information.

                           Not applicable.

                (c)       Exhibits.

99.1. Rights Agreement, dated as of May 17, 1995, between
Mark IV Industries, Inc. and American Stock Transfer
& Trust Company, as Rights Agent.⁽¹⁾

99.2. First Amendment to the Rights Agreement, dated as of
May 19, 1999.⁽²⁾

99.3. Second Amendment to Rights Agreement, dated as of
May 25, 2000, between Mark IV Industries, Inc. and
American Stock Transfer & Trust Company, as Rights Agent.^**

99.4. Third Amendment to the Rights Agreement, dated as of
May 26, 2000, between Mark IV Industries, Inc. and
American Stock Transfer & Trust Company, as Rights Agent.^**

(1)
(2)
** Incorporated by reference to the Company's Form 8-K, dated as of May 25, 1995.
Incorporated by reference to the Company's Form 8-K, dated as of June 2, 1999.
Filed herewith.

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 thereunto duly authorized.

MARK IV INDUSTRIES, INC.


By:     /s/  Richard L. Grenolds      
Name:  Richard L. Grenolds
Title:   Vice President and Chief
            Accounting Officer

Dated: May 31, 2000

EXHIBIT INDEX

Exhibit Number Description Page

99.1. Rights Agreement, dated as of May 17, 1995, between
Mark IV Industries, Inc. and American Stock Transfer
& Trust Company, as Rights Agent.⁽¹⁾

99.2. First Amendment to the Rights Agreement, dated as of
May 19, 1999.⁽²⁾

99.3. Second Amendment to Rights Agreement, dated as of
May 25, 2000, between Mark IV Industries, Inc. and
American Stock Transfer & Trust Company, as Rights
Agent.^**

99.4. Third Amendment to the Rights Agreement, dated as of
May 26, 2000, between Mark IV Industries, Inc. and
American Stock Transfer & Trust Company, as Rights
Agent.^**

(1)
(2)
** Incorporated by reference to the Company's Form 8-K, dated as of May 25, 1995.
Incorporated by reference to the Company's Form 8-K, dated as of June 2, 1999.
Filed herewith.

EX-99.3

Exhibit 99.3

SECOND AMENDMENT TO RIGHTS AGREEMENT
BETWEEN
MARK IV INDUSTRIES, INC.
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY

           This Agreement, made as of the 19th day of May, 2000 between Mark IV Industries, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York banking corporation (the "Rights Agent"), amends the Rights Agreement dated as of May 17, 1995 between the Company and the Rights Agent and amended as of May 19, 1999 (the "Rights Agreement").

           WHEREAS, on May 19, 2000 Gabelli Funds, LLC, GAMCO Investors, Inc., Gabelli Performance Partnership L.P., Gabelli International Limited, Gabelli Securities, Inc., Gabelli Group Capital Partners, Inc., Gabelli Asset Management Inc., Marc J. Gabelli and Mario J. Gabelli (herein collectively referred to as the "Gabelli Group") filed amendment No. 11 to Statement of Beneficial Ownership on Schedule 13D with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Amended Schedule 13D"), reporting Beneficial Ownership of an aggregate number of shares of Common Stock representing 20.04% of the outstanding shares of Common Stock of the Company; and

           WHEREAS, the Gabelli Group has advised the Company that it inadvertently increased its Beneficial Ownership of shares of Common Stock of the Company to more than 20% of the shares outstanding and has confirmed the accuracy, as of the date hereof, of the statements set forth under Item 4 of the Schedule 13D as filed prior to Amendment No. 11 to the Schedule 13D; and

           WHEREAS, in view of such advice by the Gabelli Group, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable and in the best interests of stockholders of the Company; and

           WHEREAS, under the present circumstances, Section 26 of the Rights Agreement permits the Company and the Rights Agent to amend the Rights Agreement if the Company so directs and the Company has directed the Rights Agent to enter into this Amendment to the Rights Agreement;

           NOW THEREFORE, intending to be legally bound, the Company and the Rights Agent hereby agree that the Rights Agreement is hereby amended as set forth below:

           1.      The first sentence of Section 1(a) of the Rights Agreement is amended to read in its entirety as follows:

“Acquiring Person” shall mean (x) any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee, benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (iv) the Gabelli Group unless the Gabelli Group (or any Person that includes one or more members of the Gabelli Group) shall be the Beneficial Owner of 21% or more of the shares of Common Stock then outstanding or (y) any Person who or which has entered into any agreement or arrangement with the Company or any Subsidiary of the Company providing for an Acquisition Transaction (as defined in Section 1(b) hereof).”

           2.      Section 1(k) is hereby amended by adding the following sentence at the end thereof:

“Notwithstanding anything to the contrary in this Rights Agreement, a Section 11(a)(ii) Event shall not have occurred with respect to the Beneficial Ownership of shares of Common Stock by the Gabelli Group unless and until such time as the Gabelli Group shall become an Acquiring Person.”

           3.      Section 11(a)(ii) is amended to add the following sentence at the end thereof:

“Notwithstanding the foregoing or anything in this Agreement to the contrary, an event described in this Section 11(a)(ii) shall not be deemed to have occurred and shall not cause the Rights to be adjusted or exercisable in accordance with this Section 11 with respect to the Beneficial Ownership of shares of Common Stock by the Gabelli Group unless the Gabelli Group shall become an Acquiring Person.”

           4.     Effectiveness. This Amendment shall be deemed effective as of May 19, 2000. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

           5.     Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and their respective corporate seals to be hereunto affixed and attested, on May 25, 2000, effective as of the day and year first above written.

Attest: MARK IV INDUSTRIES, INC.

By:     /s/ Gerald S. Lippes    
Name:   Gerald S. Lippes
Title:     Secretary By:         /s/ Sal H. Alfiero    
Name:   Sal H. Alfiero
Title:    Chief Executive Officer

Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY

By:     /s/ Susan Silber    
Name:   Susan Silber
Title:     Assistant Secretary By:     /s/ Herbert J. Lemmer   
Name:   Herbert J. Lemmer
Title:     Vice President

EX-99.4

Exhibit 99.4

THIRD AMENDMENT TO RIGHTS AGREEMENT
BETWEEN
MARK IV INDUSTRIES, INC.
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY

           This Agreement, made as of this 26th day of May, 2000 between Mark IV Industries, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York banking corporation (the "Rights Agent"), amends the Rights Agreement dated as of May 17, 1995 between the Company and the Rights Agent and amended as of May 19, 1999 and as of May 19, 2000 (the "Rights Agreement").

           WHEREAS, the Company and MIV Acquisition Corporation, a Delaware corporation ("Merger Sub"), intend to enter into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, among other things, (i) Merger Sub shall merge with and into the Company (the "Merger"), with the Company continuing as the Surviving Corporation and (ii) each outstanding Share (as defined in the Merger Agreement) shall be converted into the right to receive cash from the Surviving Corporation. The Board of Directors of the Company has approved the Merger and the Merger Agreement.

           WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in order to reflect the foregoing, and the Company and the Rights Agent desire to evidence such amendment in writing;

           NOW THEREFORE, intending to be legally bound, the Company and the Rights Agent hereby agree that the Rights Agreement is hereby amended as set forth below:

           1.      Section 1(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

Notwithstanding anything in this Rights Agreement to the contrary, neither Merger Sub, nor any Affiliates or Associates of Merger Sub, individually or collectively, shall be deemed to be an Acquiring Person solely as a result of (i) the announcement, approval, execution or delivery of the Merger Agreement, (ii) the consummation of the Merger or (iii) the consummation of the other transactions contemplated by the Merger Agreement.

           2.      The following Sections 1(j) and 1(k) are inserted into the Rights Agreement, and all subsequent subsections of Section 1 are renumbered accordingly, and all cross-references to such renumbered subsections are changed to refer to such subsections as if renumbered:

               1(j) "Merger" shall mean the merger of Merger Sub with and into the Company pursuant to the terms and conditions of the Merger Agreement.

                 1(k) "Merger Agreement" shall mean the Agreement and Plan of Merger by and between Merger Sub and Mark IV Industries, Inc., dated as of May 26, 2000.

           3.      Section 1(k) of the Rights Agreement is hereby renumbered as Section 1(n) and is amended to add the following sentence at the end thereof:

Notwithstanding anything in this Rights Agreement to the contrary, neither (i) the announcement, approval, execution or delivery of the Merger Agreement, (ii) the consummation of the Merger or (iii) the consummation of the other transactions contemplated in the Merger Agreement shall be deemed to be a Section 11(a)(ii) Event.

           4.     Section 1(n) of the Rights Agreement is hereby renumbered as Section 1(q) and is amended to add the following sentence at the end thereof:

Notwithstanding anything in this Rights Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred as a result of (i) the announcement, approval, execution or delivery of the Merger Agreement, (ii) the consummation of the Merger or (iii) the consummation of any of the other transactions contemplated by the Merger Agreement.

           5.      Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of (i) the announcement, approval, execution or delivery of the Merger Agreement, (ii) the consummation of the Merger or (iii) the consummation of any of the other transactions contemplated by the Merger Agreement.

           6.      Section 11(a)(ii) of the Rights Agreement is amended to add the following sentence at the end thereof:

Notwithstanding anything in this Rights Agreement to the contrary, neither (i) the announcement, approval, execution or delivery of the Merger Agreement, (ii) the consummation of the Merger or (iii) the consummation of the other transactions contemplated in the Merger Agreement shall be deemed to be an event described in this Section 11(a)(ii) and shall not cause the Rights to be adjusted or exercisable in accordance with this Section 11.

          7.      Section 13(d) of the Rights Agreement is amended to add the following sentence after the first sentence thereof:

Notwithstanding anything in this Rights Agreement to the contrary, neither (i) the announcement, approval, execution or delivery of the Merger Agreement, (ii) the consummation of the Merger or (iii) the consummation of the other transactions contemplated in the Merger Agreement shall be deemed to be an event described in this Section 13 and shall not cause the Rights to be adjusted or exercisable in accordance with this Section 13.

           8.     Effectiveness. This Amendment shall be deemed effective as of May 26, 2000. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

           9.     Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

Attest: MARK IV INDUSTRIES, INC.

By:      /s/ Gerald S. Lippes   
Name:    Gerald S. Lippes
Title:      Secretary By:   /s/    Sal H. Alfiero   
Name:    Sal H. Alfiero
Title:     Chief Executive Officer

Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY

By:   /s/    Isaac J. Kagan   
Name:   Isaac J. Kagan
Title:     Vice President By:   /s/    Herbert J. Lemmer   
Name:   Herbert J. Lemmer
Title:     Vice President