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) September 14, 2000 Mark IV Industries, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-8862 23-1733979 -------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 501 John James Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810 -------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (716) 689-4972 -------------- Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Item 1. Changes in Control of Registrant. ------------------------------------------ (a) As a result of the filing of a Certificate of Merger with the Secretary of State of the State of Delaware on September 14, 2000, MIV Acquisition Corporation, an entity controlled by funds advised by BC Partners, a leading European private equity firm, was merged with and into Mark IV Industries, Inc. ("Mark IV"), with Mark IV continuing as the surviving corporation, in accordance with that certain Agreement and Plan of Merger, dated as of May 26, 2000, as amended as of August 1, 2000, by and between Mark IV and MIV Acquisition (the "Merger Agreement"). As a result of the merger, the surviving corporation became a wholly-owned subsidiary of MIV Holdings S.A., an entity organized under the laws of Luxembourg ("MIV Holdings"). In the merger, all of the issued and outstanding shares of common stock, par value $.01 per share, of Mark IV formerly held by Mark IV's public shareholders were converted into and became the right to receive $23.00 in cash, without interest, subject to the terms of the Merger Agreement. The aggregate amount of consideration paid for such shares in the merger was approximately $1.05 billion. In addition to equity financing provided by certain funds controlled by BC Partners and other equity investors, a bank syndicate led by The Chase Manhattan Bank provided senior debt financing to fund the merger consideration, the refinancing of certain indebtedness of Mark IV and its subsidiaries and other transaction costs. In connection with the merger, 100% of the issued and outstanding shares of common stock, par value $.01 per share, of the surviving corporation were pledged by MIV Holdings to secure certain obligations to the lenders providing the senior debt financing. In accordance with the terms of the Merger Agreement, all of the members of the Board of Directors of Mark IV resigned effective as of the effective time of the merger, and the directors of MIV Acquisition as of the effective time of the merger (which included William P. Montague, an officer and former director of Mark IV, and Kurt Johansson, Giuliano Zucco and David Oliver, each an executive of Mark IV) became the directors of the surviving corporation at such time. (b) Except as set forth in Item 1(a) above, there are no arrangements known to Mark IV, including any pledge by any person of securities of Mark IV, the operation of which may at a subsequent date result in a change in control of Mark IV. 3 Signature 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 IV INDUSTRIES, INC. Date: September 29, 2000 By: /s/ Richard L. Grenolds ---------------------------- Name: Richard L. Grenolds Title: Vice President and Chief Accounting Officer ??

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.

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)

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