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)

~~Washington,~~Delaware ~~D.C.~~(State ~~20549~~or Other Jurisdiction of incorporation) 1-8862 (Commission File Number) 23-1733979 (IRS Employer ID Number)

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~~ “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~~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~~, as amended~~.

At a Special OnMeeting ~~May~~of ~~19,~~the ~~2000,~~Board ~~Gabelli~~of ~~Funds,~~Directors ~~LLC,~~held ~~GAMCO~~on ~~Investors,~~August ~~Inc.~~1, ~~Gabelli Performance Partnership L.P.~~2000, ~~Gabelli~~the ~~International~~Board ~~Limited,~~approved ~~Gabelli Securities,~~a ~~Inc.,~~fourth ~~Gabelli~~amendment ~~Group~~to ~~Capital~~the ~~Partners,~~Rights ~~Inc.~~Agreement, ~~Gabelli~~dated ~~Asset~~and ~~Management~~effective ~~Inc.,~~as ~~Marc J.~~of ~~Gabelli~~August ~~and~~1, 2000 ~~Mario~~(the J“Fourth Amendment”). ~~Gabelli~~The ~~(herein~~Fourth ~~collectively~~Amendment ~~referred~~was toentered asinto in ~~the~~connection ~~"Gabelli Group")~~with ~~filed~~the amendment ~~No.~~as 11of toAugust ~~Statement~~1, 2000 of ~~Beneficial~~the ~~Ownership~~Agreement onand ~~Schedule~~Plan ~~13D~~of ~~with~~Merger (the ~~Securities~~“Merger ~~and~~Agreement”), ~~Exchange~~dated ~~Commission~~as ~~pursuant~~of toMay 26, ~~Section~~2000, between ~~13(d) of~~ the ~~Securities~~ ~~Exchange~~Company ~~Act~~and ofMIV ~~1934,~~Acquisition asCorporation ~~amended~~ (~~the~~“Merger ~~"Amended Schedule 13D"~~Sub”),. ~~reporting~~The ~~beneficial~~Fourth ~~ownership~~Amendment ofamends anthe ~~aggregate~~definition ~~number~~ of ~~shares~~the ofMerger ~~Common~~Agreement ~~Stock~~in section ~~representing~~1(k) ~~20.04%~~ of the ~~outstanding~~Rights ~~shares~~Agreement ofto ~~Common~~include ~~Stock~~any ofamendments to the ~~Company~~Merger Agreement.

The ~~Gabelli~~Fourth Amendment ~~Group~~also ~~advised~~revises ~~the~~Section ~~Company~~7(a) ~~that~~of itthe ~~inadvertently~~Rights ~~increased its~~Agreement ~~beneficial~~by ~~ownership~~amending ofthe definition ~~shares~~ of ~~Common Stock of~~ the ~~Company~~“Expiration toDate” ~~more than 20%~~ of the ~~shares~~Rights ~~outstanding.~~so ~~The~~that ~~Gabelli~~the ~~Group~~Rights will ~~has~~now ~~also~~expire ~~confirmed~~on to the ~~Company~~ ~~the~~earlier ~~accuracy, as~~ of ~~May~~(i) ~~25,~~the ~~2000,~~close of ~~the~~business ~~statements~~on ~~set~~June ~~forth~~2, ~~under~~2005 ~~Item~~or 4(ii) of the ~~Schedule~~time ~~13D,~~at aswhich ~~filed~~the ~~prior~~Rights toare ~~Amendment~~redeemed ~~No.~~as 11provided toin ~~the~~Section ~~Schedule~~23 ~~13D,~~of the ~~which~~Rights ~~stated,~~Agreement ~~among~~or ~~other~~(iii) ~~things,~~at ~~that~~ the ~~Gabelli~~Effective ~~Group~~Time ~~did~~(as ~~not~~defined ~~intend~~in tothe ~~seek~~Merger ~~control~~Agreement) of the ~~Company~~Merger orbetween ~~participate in~~ the ~~management~~Company ofand ~~the~~Merger ~~Company~~Sub.

In A ~~view~~Copy of ~~such advice by~~ the Fourth ~~Gabelli~~Amendment ~~Group,~~is atfiled aherewith ~~Special~~as ~~Meeting~~Exhibit ~~of the~~99.5. ~~Board~~Copies of ~~Directors of~~ the ~~Company held on May 23, 2000, the Board approved an amendment to the~~ Rights Agreement, ~~dated~~are asavailable offree ~~May 25, 2000 and effective as~~ of ~~May~~charge ~~19,~~from ~~2000 (~~the ~~"Second~~Company. ~~Amendment"),~~This ~~pursuant to which the definition of~~summary ~~Acquiring~~description ~~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~~ ofFourth ~~Common Stock then outstanding. The Second~~ Amendment ~~also~~to ~~amended~~ the ~~definition~~ ofRights aAgreement ~~Section~~does ~~11(a)(ii)~~not ~~Event~~purport ~~and Section 11(a)(ii)~~ to ~~provide that a~~ ~~Section~~be ~~11(a)(ii)~~complete ~~Event~~and ~~shall~~is ~~not~~qualified ~~have~~in ~~occurred~~its ~~with~~entirety ~~respect~~by reference to the ~~Beneficial~~Rights ~~Ownership~~Agreement, ofwhich ~~shares~~is ofincorporated ~~the Common Stock~~ by ~~the Gabelli Group unless and until such time as the Gabelli Group shall become an Acquiring Person~~reference.

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) Pro Forma Financial Information. 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 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)

~~(1)~~99.5. ~~(2)~~Fourth **Amendment ~~Incorporated by reference~~ to the ~~Company's~~Rights ~~Form 8-K~~Agreement, dated as of ~~May~~August 251, ~~1995.~~2000, ~~Incorporated~~between byMark ~~reference~~IV toIndustries, ~~the~~Inc. ~~Company's~~and ~~Form~~American ~~8-K,~~Stock ~~dated~~Transfer as& ofTrust ~~June 2~~Company, ~~1999.~~as ~~Filed~~Rights ~~herewith~~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 ~~Name:~~ Richard L. Grenolds ~~Title:~~ Vice President and Chief Accounting Officer

Dated: ~~May~~August 318, 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)

~~(1)~~99.5. ~~(2)~~Fourth **Amendment ~~Incorporated by reference~~ to the ~~Company's~~Rights ~~Form~~Agreement ~~8-K,~~ dated as of ~~May~~August 251, ~~1995.~~2000, ~~Incorporated~~between byMark ~~reference~~IV toIndustries, ~~the~~Inc. ~~Company's~~and ~~Form~~American ~~8-K,~~Stock ~~dated~~Transfer as& ofTrust ~~June 2~~Company, ~~1999.~~as ~~Filed~~Rights ~~herewith~~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.

Filing Compare · MARK IV INDUSTRIES INC