<PAGE>   1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


         [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended July 3, 1999

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

               For the transition period from _____________ to ___________

                           Commission File No. 0-14810


                                 MARK VII, INC.

             (Exact name of Registrant as specified in its charter)


                     Delaware                                 43-1074964
         --------------------------------                ---------------------
         (State or other jurisdiction of                   (I.R.S. Employer
          incorporation or organization)                  Identification No.)

          965 Ridge Lake Boulevard, Suite 103
                  Memphis, Tennessee                             38120
         ----------------------------------------         --------------------
         (Address of principal executive offices)              (Zip Code)

          Registrant's telephone number, including area code: (901) 767-4455

         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 ( )

         Indicate the number of shares outstanding of each of the issuer's
         classes of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>

                   Class                         Outstanding at August 2, 1999
          ---------------------------            -----------------------------
         <S>                                     <C>
         Common stock, $.05 par value                  8,995,515   Shares


</TABLE>



<PAGE>   2


                         MARK VII, INC. AND SUBSIDIARIES
               FORM 10-Q - FOR THE THREE MONTHS ENDED JULY 3, 1999

                                      INDEX


<TABLE>
<CAPTION>
                                                                              Page
<S>      <C>                                                                  <C>
Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         a) Condensed Consolidated Statements of Income - Three Months
              Ended July 3, 1999 and July 4, 1998..............................3

         b) Condensed Consolidated Statements of Income - Six Months Ended
              July 3, 1999 and July 4, 1998....................................4

         c) Consolidated Balance Sheets - July 3, 1999 and January 2, 1999.....5

         d) Condensed Consolidated Statements of Cash Flows -
              Six Months Ended July 3, 1999 and July 4, 1998...................6

         e) Notes to Condensed Consolidated Financial Statements...............7

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations...........................................9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........11

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................................12

Item 2.  Changes in Securities................................................12

Item 3.  Defaults Upon Senior Securities......................................12

Item 4.  Submission of Matters to a Vote of Security Holders..................12

Item 5.  Other Information....................................................12

Item 6.  Exhibits and Reports on Form 8-K.....................................12

         Signature............................................................13
</TABLE>



                                       2

<PAGE>   3


PART I.     FINANCIAL INFORMATION.
ITEM 1.     FINANCIAL STATEMENTS.


                         MARK VII, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      FOR THE THREE MONTHS ENDED
                                                      --------------------------
                                                      JULY 3, 1999   JULY 4, 1998
                                                      ------------   ------------

<S>                                                    <C>            <C>
Operating Revenues ...............................     $ 204,258      $ 181,158
Transportation Costs .............................       179,898        159,857
                                                       ---------      ---------
Net Revenues .....................................        24,360         21,301

Operating Expenses:
    Salaries and related costs ...................         5,525          4,186
    Selling, general and administrative ..........        13,644         12,814
                                                       ---------      ---------
       Total operating expenses ..................        19,169         17,000
                                                       ---------      ---------

Operating Income .................................         5,191          4,301


Interest and Other (Income)/Expense, Net .........          (207)           (88)
                                                       ---------      ---------

Income Before Provision for Income Taxes .........         5,398          4,389

Provision for Income Taxes .......................         2,186          1,772
                                                       ---------      ---------

Net Income .......................................     $   3,212      $   2,617
                                                       =========      =========

Net Income Per Common Share ......................     $     .36      $     .29
                                                       =========      =========

Net Income Per Common Share, Assuming Dilution ...     $     .34      $     .28
                                                       =========      =========
Average Common Shares and Equivalents Outstanding:
    Basic ........................................         8,972          8,936
    Diluted ......................................         9,380          9,472

Dividends Paid ...................................          --             --

</TABLE>




           See "Notes to Condensed Consolidated Financial Statements."



                                       3
<PAGE>   4



                         MARK VII, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       FOR THE SIX MONTHS ENDED
                                                       ------------------------
                                                      JULY 3, 1999   JULY 4, 1998
                                                      ------------   ------------

<S>                                                    <C>            <C>
Operating Revenues ...............................     $ 388,042      $ 352,958
Transportation Costs .............................       342,232        311,099
                                                       ---------      ---------
Net Revenues .....................................        45,810         41,859

Operating Expenses:
    Salaries and related costs ...................        10,624          8,654
    Selling, general and administrative ..........        26,569         26,154
                                                       ---------      ---------
       Total operating expenses ..................        37,193         34,808
                                                       ---------      ---------

Operating Income .................................         8,617          7,051

Interest and Other (Income)/Expense, Net .........          (592)          (143)
                                                       ---------      ---------

Income Before Provision for Income Taxes .........         9,209          7,194

Provision for Income Taxes .......................         3,729          2,950
                                                       ---------      ---------

Net Income .......................................     $   5,480      $   4,244
                                                       =========      =========

Net Income Per Common Share ......................     $     .61      $     .47
                                                       =========      =========

Net Income Per Common Share, Assuming Dilution ...     $     .58      $     .45
                                                       =========      =========
Average Common Shares and Equivalents Outstanding:
    Basic ........................................         8,963          8,937
    Diluted ......................................         9,395          9,470

Dividends Paid ...................................          --             --

</TABLE>




           See "Notes to Condensed Consolidated Financial Statements."




                                       4
<PAGE>   5


                         MARK VII, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)


<TABLE>
<CAPTION>
                                                                       JULY 3, 1999     JAN. 2, 1999
                                                                       ------------     ------------
                                    Assets                              (Unaudited)

<S>                                                                       <C>              <C>
Current Assets:
    Cash and cash equivalents .....................................       $      59        $   3,758
    Accounts receivable, net of allowance of $3,933 and $4,289 ....         100,469           97,879
    Notes and other receivables, net of allowance of $386 and $301            3,379            4,406
    Other current assets ..........................................             916              451
                                                                          ---------        ---------
       Total current assets .......................................         104,823          106,494

Deferred Income Taxes .............................................             430              519
Net Property and Equipment ........................................          11,601            9,273
Intangibles and Other Assets ......................................           5,913            6,782
                                                                          ---------        ---------
                                                                          $ 122,767        $ 123,068
                                                                          =========        =========

                  Liabilities and Shareholders' Investment
Current Liabilities:
    Accrued transportation expenses ...............................       $  63,454        $  70,340
    Deferred income taxes .........................................           4,275            4,166
    Other current and accrued liabilities .........................           7,364            6,607
                                                                          ---------        ---------
       Total current liabilities ..................................          75,093           81,113
                                                                          ---------        ---------

Long-Term Obligations .............................................             576              712
                                                                          ---------        ---------
Contingencies and Commitments

Shareholders' Investment:
    Common stock, $.05 par value, authorized 20,000,000
       shares, issued 10,119,265 and 10,035,020 shares ............             506              502
    Paid-in capital ...............................................          30,412           29,938
    Retained earnings .............................................          29,156           23,676
                                                                          ---------        ---------
                                                                             60,074           54,116
    Less: 1,123,750 and 1,115,850 shares of treasury stock,
       at cost.....................................................         (12,976)         (12,873)
                                                                          ---------        ---------
       Total shareholders' investment .............................          47,098           41,243
                                                                          ---------        ---------
                                                                          $ 122,767        $ 123,068
                                                                          =========        =========

</TABLE>






           See "Notes to Condensed Consolidated Financial Statements."




                                       5

<PAGE>   6


                         MARK VII, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             FOR THE SIX MONTHS ENDED
                                                             ------------------------
                                                            JULY 3, 1999   JULY 4, 1998
                                                            ------------   ------------
<S>                                                          <C>           <C>

OPERATING ACTIVITIES:
   Net cash provided by/ (used for) operating activities       $  (429)       $   635
                                                               -------        -------
INVESTING ACTIVITIES:
   Additions to property and equipment .................        (3,489)        (3,802)
   Retirements of property and equipment ...............            15            578
                                                               -------        -------
   Net cash used for investing activities ..............        (3,474)        (3,224)
                                                               -------        -------
FINANCING ACTIVITIES:
   Exercise of stock options ...........................           429            103
   Purchase of treasury stock ..........................          (103)          (440)
   Repayments of debt and capital lease obligations ....          (122)          (127)
                                                               -------        -------
   Net cash provided by/(used for) financing activities            204           (464)
                                                               -------        -------

Net decrease in cash and cash equivalents ..............        (3,699)        (3,053)

Cash and cash equivalents:
    Beginning of period ................................         3,758          3,732
                                                               -------        -------
    End of period ......................................       $    59        $   679
                                                               =======        =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest ..........................................       $    16        $    18
     Income taxes, net of refunds received .............         4,000          1,904

</TABLE>





           See "Notes to Condensed Consolidated Financial Statements."




                                       6

<PAGE>   7


                         MARK VII, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)      GENERAL:

         The consolidated financial statements include Mark VII, Inc., a
         Delaware corporation, and its wholly owned subsidiaries, collectively
         referred to herein as "the Company". The Company is a sales, marketing
         and service organization that acts as a provider of transportation
         services and a transportation logistics manager. The Company has a
         network of transportation sales personnel that provides services
         throughout the United States, as well as Mexico and Canada. The
         principal operations of the Company are conducted by its transportation
         services subsidiary, Mark VII Transportation Company, Inc. ("Mark
         VII").

         The condensed, consolidated financial statements included herein have
         been prepared pursuant to the rules and regulations of the Securities
         and Exchange Commission ("SEC"). In management's opinion, these
         financial statements include all adjustments (consisting only of normal
         recurring adjustments) necessary for a fair presentation of the results
         of operations for the interim periods presented. Pursuant to SEC rules
         and regulations, certain information and footnote disclosures normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or omitted from
         these statements unless significant changes have taken place since the
         end of the most recent fiscal year. For this reason, the condensed,
         consolidated financial statements and notes thereto should be read in
         conjunction with the financial statements and notes included in the
         Company's 1998 Annual Report on Form 10-K.

         The results for the three and six months ended July 3, 1999 are not
         necessarily indicative of the results for the entire year.

         EARNINGS PER SHARE:

         A reconciliation between basic earnings per share and diluted earnings
         per share follows:

<TABLE>
<CAPTION>

                                                                  THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                   ------------------       ----------------
                                                                  JULY 3,      JULY 4,     JULY 3,      JULY 4,
                                                                   1999         1998        1999         1998
                                                                   ----         ----        ----         ----
                                                                    (in thousands, except per share amounts)

         <S>                                                      <C>          <C>          <C>          <C>
         Net income .........................................     $3,212       $2,617       $5,480       $4,244
                                                                  ======       ======       ======       ======
         Average common shares and equivalents outstanding:

           Basic ............................................      8,972        8,936        8,963        8,937
           Effect of dilutive options .......................        408          536          432          533
                                                                  ------       ------       ------       ------
           Diluted ..........................................      9,380        9,472        9,395        9,470
                                                                  ======       ======       ======       ======
         Per share amounts:
           Net income per common share ......................     $  .36       $  .29       $  .61       $  .47
                                                                  ======       ======       ======       ======
           Net income per common share, assuming dilution ...     $  .34       $  .28       $  .58       $  .45
                                                                  ======       ======       ======       ======
</TABLE>

(2)      CONTINGENCIES AND COMMITMENTS:

         The Company is a defendant in an arbitration proceeding in Belgium
         with an ocean carrier who alleges the Company failed to meet certain
         minimum volume commitments under a transportation contract. Although
         management and its legal counsel believe no contractual volume
         commitments existed and plan to continue to vigorously defend the
         Company's position, in December 1998, the arbitration panel found the
         Company to be liable and later, on May 6, 1999, determined the amount
         of damages to be $1,400,000 including



                                       7

<PAGE>   8

         interest through July 31, 1999. Also, during the third quarter of
         1998, the Company discovered improper activities conducted by
         personnel at one of the Company's last remaining trucking locations.
         The Company has filed a claim with its insurance carrier under an
         existing crime policy. Management believes, after consultation with
         counsel, that prospects for recovery on the crime policy are
         favorable. Thus, it is possible that all or a portion of the charges
         recorded in the third quarter of 1998 relating to this matter could be
         reversed in the future. During the third and fourth quarters of 1998,
         management accrued a total amount of $1,700,000 for its estimate of
         probable losses in connection with these two matters. The Company
         believes the ultimate resolution of these two matters could range from
         a reversal of $1,500,000 previously accrued to an additional charge of
         $1,750,000.

         The Company is involved in various other legal proceedings and claims
         generally incidental to its business. While the result of any
         litigation contains an element of uncertainty, the Company presently
         believes that the outcome of any such additional matters, or all of
         them combined, will not have a material adverse effect on its results
         of operations or consolidated financial position.

(3)      SUBSEQUENT EVENT:

         On July 27, 1999, the Company entered into an agreement and plan of
         merger with MSAS Global Logistics Inc. and MSAS Acquisition
         Corporation, U.S. subsidiaries of Ocean Group plc. The Company's Board
         of Directors has unanimously approved the merger agreement and the
         transactions contemplated thereby, including the tender offer and the
         merger. On July 29, 1999, in accordance with the terms of the merger
         agreement, MSAS Acquisition Corporation commenced a tender offer for
         all outstanding shares of the Company's common stock at a purchase
         price of $23.00 per share in cash. Following the completion of the
         tender offer, subject to the terms and conditions of the merger
         agreement, the parties will effect a second-step merger in which all
         shares not purchased in the tender offer will be converted into the
         right to receive $23.00 in cash.



                                       8

<PAGE>   9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
            OF OPERATIONS.

RESULTS OF OPERATIONS

Three and six months ended July 3, 1999 vs. three and six months ended
        July 4, 1998.

        The following table sets forth the percentage relationship of the
Company's revenues and expense items to operating revenues for the periods
indicated:

<TABLE>
<CAPTION>

                                                            SECOND QUARTER               SIX MONTHS
                                                            --------------               ----------
                                                          1999          1998         1999         1998
                                                          ----          ----         ----         ----
       <S>                                                <C>          <C>         <C>          <C>
       Operating Revenues.............................    100.0%        100.0%      100.0%       100.0%
       Transportation Costs...........................     88.1          88.2        88.2         88.1
                                                         ------        ------      ------       ------
       Net Revenues...................................     11.9          11.8        11.8         11.9

       Operating Expenses:
           Salaries and related costs.................      2.7           2.3         2.7          2.5
           Selling, general and administrative........      6.7           7.1         6.9          7.4
                                                         ------        ------      ------       ------
                Total operating expenses..............      9.4           9.4         9.6          9.9
                                                         ------        ------      ------       ------

       Operating Income...............................      2.5           2.4         2.2          2.0

       Interest and Other (Income)/Expense, Net.......      (.1)           .0         (.2)          .0
                                                         ------        ------      ------       ------

       Income Before Provision for Income Taxes.......      2.6%          2.4%        2.4%         2.0%
                                                         ======        ======      ======       ======
</TABLE>


         General - The transportation services operation engages carriers for
the transportation of freight by rail, truck, ocean or air for shippers.
Operating revenues include the carriers' charges for carrying shipments plus
commissions and fees. The carriers with whom the Company contracts provide
transportation equipment, the charge for which is included in transportation
costs. As a result, the primary operating costs incurred by the transportation
services operations and logistics projects are for purchased transportation. Net
revenues include only the commissions and fees. Several of the Company's newer
logistics management projects are performed on a management fee basis whereby
the Company collects only a management fee.

         Selling, general and administrative expenses primarily consist of the
percentage of net revenue paid to agencies and independent sales contractors as
consideration for providing sales and marketing, arranging for movement of
shipments, entering billing and accounts payable information on shipments and
maintaining customer relations, as well as other Company operating expenses.
Certain costs incurred by the Company's dedicated trucking fleets are also
reported in salaries and related costs and selling, general and administrative
expenses.

         Operating Revenues - The total number of shipments for the second
quarter increased 10% to 201,000 in 1999 versus 182,000 for the same period of
1998. Year-to-date, the number of shipments was 385,000, up 9% from 352,000
shipments for the same period of 1998. Total operating revenues increased 13%
for the three month period and 10% for the six month period, compared to the
prior year. This increase in the number of shipments and operating revenues
resulted from the expansion of services to existing and new customers.



                                       9

<PAGE>   10

         Net Revenues - The Company's net revenues increased 14% for the quarter
and 9% for the first six months compared to the same periods of 1998. Net
revenues as a percentage of operating revenues are comparable for the quarter
and the six month period, compared to the prior year.

         Operating Expenses - Operating expenses increased 13% for the quarter
and 7% for the six month period due primarily to increased salaries related to
several new information technology initiatives.

         Interest and Other (Income)/Expense, Net - Cash flow from operations
has been adequate to cover the Company's operating needs and capital
requirements in recent years resulting in decreased interest expense and
increased interest income in 1999 and 1998.

         Provision for Income Taxes - The Company's effective tax rate was 40.5%
in 1999 and 41% in 1998.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has available a $25,000,000 unsecured revolving credit
facility (the "Facility"). In recent years, the Company's cash flows from
operations have exceeded its working capital needs and the Company has made no
borrowings under this Facility since its inception in July 1997. On July 3,
1999, letters of credit totaling $2,706,000 had been issued on the Company's
behalf to secure insurance deductibles and purchases of operating services,
resulting in unused borrowing capacity of $22,294,000. The interest rate for
borrowings under the Facility is a variable rate based upon the 30 day LIBOR
Funding Rate, as defined, plus 50 to 125 basis points. The Company pays a
varying fee of .35% to 1.00% on outstanding letters of credit and a varying
commitment fee of .15% to .30% on the unused portion of the Facility, as
defined. At July 3, 1999, the interest rate was 5.68% and the letter of credit
fee and commitment fee were .35% and .15%, respectively. The line of credit
expires on July 1, 2000, but may be extended by mutual agreement of the lender
and the Company, for subsequent periods of one year each.

         Among the covenants contained in the Facility are maintenance of
certain financial ratios, including debt to net worth, cash plus accounts
receivable to current liabilities plus debt and debt to earnings before income
taxes, interest, depreciation and amortization (all as defined). Other covenants
include the level of capital and lease expenditures, acquisitions and mergers,
dividends and redemptions of stock.

         At July 3, 1999, the Company had a ratio of current assets to current
liabilities of approximately 1.4 to 1. Management believes that the Company will
have sufficient cash flow from operations and borrowing capacity to cover its
operating needs and capital requirements for the foreseeable future.

YEAR 2000

          In 1996, the Company conducted an extensive review of its financial
and administrative information system. The review evaluated the Company's
computer systems in terms of Year 2000 compliance, capacity, general efficiency,
compatibility and competitive advantage. As a result of the review, the Company
has designed and implemented a new financial and administrative system which is
Year 2000 compliant to replace the previous system, which was over ten years
old. Since October 1996, the Company has spent approximately $3,000,000 on the
design and implementation of this system. Additionally, during this same period,
the Company performed extensive reviews of all other peripheral systems not
included in the above system. The Company has spent approximately $100,000 in
order to ensure that its peripheral systems are Year 2000 compliant. The Company
has no plans to spend additional funds on Year 2000 compliance efforts . All
funds for Year 2000 projects have been derived from operating cash flows. The
Company has sent a survey to its significant third party suppliers and customers
inquiring into their Year 2000 compliance status and gathering information to
assess the effect of any noncompliance on the Company's operations. The Company
has had no indication that these third parties will not be Year 2000 compliant.
Although no one can accurately predict how many Year 2000 related failures will
occur or the severity, duration or financial consequences of such failures, the
Company believes its most reasonably likely worst case scenario is that it could
sustain what are expected to be nonmaterial operational inconveniences and
inefficiencies and be involved in nonmaterial business disputes related to the
Company or one of its vendor's or customer's inability to carry out certain
contractual obligations. Therefore, the Company has determined that the need for
a major contingency plan is not appropriate at this time.




                                       10
<PAGE>   11

OTHER INFORMATION

         On July 27, 1999, the Company entered into an agreement and plan of
merger with MSAS Global Logistics Inc. and MSAS Acquisition Corporation, U.S.
subsidiaries of Ocean Group plc. The Company's Board of Directors has
unanimously approved the merger agreement and the transactions contemplated
thereby, including the tender offer and the merger. On July 29, 1999, in
accordance with the terms of the merger agreement, MSAS Acquisition Corporation
commenced a tender offer for all outstanding shares of the Company's common
stock at a purchase price of $23.00 per share in cash. Following the completion
of the tender offer, subject to the terms and conditions of the merger
agreement, the parties will effect a second-step merger in which all shares not
purchased in the tender offer will be converted into the right to receive $23.00
in cash.

          As the Company continues its expansion into more comprehensive
logistics management programs, the credit risk exposure on a limited number of
major customers increases. While the Company takes measures to continually
evaluate, monitor and, if necessary, reserve for these and other credit risks,
it is possible, although unlikely, that circumstances could develop on a
particular major customer which could have a material effect on the Company's
short-term results.

          Results of operations in the transportation industry generally show a
seasonal pattern, as customers reduce shipments during and after the winter
holiday season. In recent years, the Company's operating income and earnings
have been higher in the second and third quarters than in the first and fourth
quarters.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

            The Company is not materially exposed to market risk.




                                       11

<PAGE>   12


MARK VII, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION.

Item 1.   Legal Proceedings.                                              NONE

Item 2.   Changes in Securities.                                          NONE

Item 3.   Defaults Upon Senior Securities.                                NONE

Item 4.   Submission of Matters to a Vote of Security Holders.

          (a) The Annual Meeting of Shareholders of the Company was held on
              May 21, 1999.

          (b) Not Applicable

          (c) 1. Election of Directors. All nominees for director were elected
              pursuant to the following vote:

<TABLE>
<CAPTION>
                 Name of Nominee                Votes in favor          Withheld
                 ---------------                --------------          --------
                 <S>                            <C>                     <C>
                 R.C. Matney                      7,538,380               12,318
                 William E. Greenwood             7,538,330               12,368
                 Douglass Wm. List                7,538,330               12,368
</TABLE>


          (d) Not Applicable

Item 5.   Other Information.                                              NONE

Item 6.   Exhibits and Reports on Form 8-K.

          (a)   Exhibits

<TABLE>
<CAPTION>

          Exhibit No.              Description
          -----------              -----------
          <S>                 <C>
              27              Financial Data Schedule
</TABLE>


          (b) Reports on Form 8-K.                                       NONE

              The Registrant filed a current report on Form 8-K, dated July
           27, 1999, reporting under Item 5 - Other Events, an agreement and
           plan of merger between the Company and MSAS Global Logistics Inc. and
           MSAS Acquisition Corporation, U.S. subsidiaries of Ocean Group plc,
           pursuant to which MSAS Acquisition Corporation will acquire all of
           the outstanding shares of the Company's common stock for $23.00 per
           share in cash.




                                       12

<PAGE>   13


                                    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 thereunto duly authorized.


                                     Mark VII, Inc.
                                     (Registrant)

     August 12, 1999                  /s/  Paul R. Stone
     ---------------                  ------------------------------------------
         (Date)                       Paul R. Stone, Executive Vice President
                                      and Chief Financial Officer (Principal
                                      Financial and Accounting Officer)





                                       13