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) August 1, 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 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. 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 Rights Agreement was subsequently amended on May 19, 1999, May 25, 2000 and May 26, 2000 (collectively with the Fourth Amendment, as defined below, the “Rights Agreement”). The description and terms of the Rights are set forth in the Rights Agreement.

        At a Special Meeting of the Board of Directors held on August 1, 2000, the Board approved a fourth amendment to the Rights Agreement, dated and effective as of August 1, 2000 (the “Fourth Amendment”). The Fourth Amendment was entered into in connection with the amendment as of August 1, 2000 of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 26, 2000, between the Company and MIV Acquisition Corporation (“Merger Sub”). The Fourth Amendment amends the definition of the Merger Agreement in section 1(k) of the Rights Agreement to include any amendments to the Merger Agreement.

        The Fourth Amendment also revises Section 7(a) of the Rights Agreement by amending the definition of the “Expiration Date” of the Rights so that the Rights will now expire on the earlier of (i) the close of business on June 2, 2005 or (ii) the time at which the Rights are redeemed as provided in Section 23 of the Rights Agreement or (iii) at the Effective Time (as defined in the Merger Agreement) of the Merger between the Company and Merger Sub.

        A Copy of the Fourth Amendment is filed herewith as Exhibit 99.5. Copies of the Rights Agreement are available free of charge from the Company. This summary description of the Fourth Amendment to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated by reference.

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

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro 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 the Rights Agreement, dated as of May 25, 2000, between Mark IV Industries, Inc. and American Stock Transfer & Trust Company, as Rights Agent.(3)

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. (3)

99.5. Fourth Amendment to the Rights Agreement, dated as of August 1, 2000, between Mark IV Industries, Inc. and American Stock Transfer & Trust Company, as Rights Agent.**

(1) Incorporated by reference to the Company's Form 8-K, dated as of May 25, 1995

(2) Incorporated by reference to the Company's Form 8-K, dated as of June 2, 1999.

(3) Incorporated by reference to the Company's Form 8-K, dated as of May 31, 2000.

** 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
Richard L. Grenolds
Vice President and
Chief Accounting Officer

Dated: August 8, 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 the Rights Agreement, dated as of May 25, 2000, between Mark IV Industries, Inc. and American Stock Transfer & Trust Company, as Rights Agent. (3)

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. (3)

99.5. Fourth Amendment to the Rights Agreement dated as of August 1, 2000, between Mark IV Industries, Inc. and American Stock Transfer & Trust Company, as Rights Agent. **

(1) Incorporated by reference to the Company's Form 8-K, dated as of May 25, 1995

(2) Incorporated by reference to the Company's Form 8-K, dated as of June 2, 1999.

(3) Incorporated by reference to the Company's Form 8-K, dated as of May 31, 2000.

** Filed herewith.

EX-99.5

Exhibit 99.5

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

        This Agreement, made as of this 1^st day of August, 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 as amended as of May 19, 1999, as of May 19, 2000 and as of May 26, 2000 (the “Rights Agreement”).

        WHEREAS, the Company and MIV Acquisition Corporation, a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as of May 26, 2000;

        WHEREAS, the Company and Merger Sub are entering into Amendment No. 1 to the Agreement and Plan of Merger Agreement as of August 1, 2000;

        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(k) of the Rights Agreement is hereby amended to read in its entirety as follows:

             "Merger Agreement" shall mean the Agreement and Plan of Merger between Merger Sub and the Company, dated as of May 26, 2000, as amended from time to time.

         2. Section 7(a) of the Rights Agreement is amended in its entirety to read as follows:

              (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the close of business on June 2, 2005 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or (iii) at the Effective Time (as defined in Merger Agreement) of the Merger (the earlier of (i), (ii) and (iii) being herein referred to as the "Expiration Date").

         3. Effectiveness. This Amendment shall be deemed effective as of August 1, 2000. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

        4. 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:

By: /s/ Mark Barberio          
Name: Mark Barberio
Title: Treasurer MARK IV INDUSTRIES, INC.

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

Attest:

By: /s/ Rosie Rosenbloom          
Name: Rosie Rosenbloom
Title: Vice President AMERICAN STOCK TRANSFER & TRUST COMPANY

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