AMHERST, New York, March 26, 1996 -- Mark IV Industries, Inc. (NYSE: IV) today reported results for the fourth quarter and fiscal year ended February 29, 1996. Net income rose 18 percent in the quarter, to $20.7 million from $17.6 million last year, while earnings per share increased 13 percent, to 34 cents from 30 cents. Weighted average shares outstanding were slightly higher in this year's fourth quarter, at 60.4 million versus 59.2 million last year. All share- related amounts are fully-diluted.

Sales in the period increased 10 percent to $535.0 million from $485.0 million, while operating income (income before interest expense and taxes) increased 14 percent, to $49.6 million from $43 .7 million in the last quarter of fiscal 1995.

For the year ended February 29, 1996, income before extraordinary items increased 36 percent, to $92.4 million from $67.9 million last year. Related earnings per share increased 19 percent this year, to $1.53 from $1.29 ($1.27 after a $1.1 million charge for early debt extinguishment), on ten percent more weighted average shares outstanding (60.4 million versus 55.0 million).

Sales rose 30 percent, to $2.089 billion from $1 .603 billion, and operating income increased 29 percent, to $212.6 million from $164.3 million last year. Purolator's results were included in Mark IV's results of operations for all of fiscal 1996, but only for the last four months of fiscal 1995. However, both fourth quarters are directly comparable.

On a pro forma basis, reflecting the Purolator acquisition and the increase in the number of shares outstanding from the equity sale in December 1994, sales, income before extraordinary items, and related earnings per share for fiscal 1995 would have been $1913 billion, $78.3 million and $1.35, respectively. This year's results represent increases of nine percent, 18 percent and 13 percent over last year' 5 pro forma sales, net income and earnings per share.

Commenting on the fourth quarter and fiscal year, Sal H. Alfiero, chairman and chief executive officer of Mark IV, said, "The company has undergone significant change in fiscal 1996, primarily aimed at focusing our activities on core operations.

"Structurally, we organized our businesses into two primary groups -- Mark IV Industrial and Mark IV Automotive -- while at the same time reducing overhead costs and streamlining the global organizations of both operations. In the latter part of the year, we began to examine the possibilities of selling the Transportation Products Group (TPG) and our Professional Audio businesses. Although these two businesses are solid performers with combined annual revenue of approximately $425 million, Mark IV' 5 long-term growth strategy is to focus on our industrial and automotive operations.

"During the year, we acquired Bjorkmans AB and Tubi Speciali Auto S.p.A. in Europe, and FitzSimons Manufacturing in the U.S. Shortly after the close of our fiscal year, we acquired Imperial Eastman, also in the U.S. The purpose of these acquisitions is to expand and enhance the product offerings, technological capabilities and geographic diversity of our industrial and automotive operations. The acquired units will add about $ 135 million to our industrial revenue base and around $80 million to our automotive business.

"In addition, during early March, we reduced the interest rate paid on bank borrowings by renegotiating our credit facilities. Finally, we sold $250 million of 7-3/4% Senior Subordinated Notes in a private placement, and the proceeds were used to reduce bank debt. Together, we believe these transactions increase our financial flexibility and, over the long haul, will reduce our interest expense.

"This year's results include Purolator for the full fiscal year, as well as a small sales contribution (approximately $ 18 million) from FitzSimons, acquired in the fourth quarter. FitzSimons' earnings contribution in the fourth quarter was negligible, due to seasonal factors and front end integration costs. Also, slightly higher tax rates on income in fiscal 1996, due to increased foreign earnings, cost the company a penny or so per share."

Mr. Alfiero continued, "Operationally, sales were up over last year, both in the quarter and the full year, primarily due to strength in the European OEM market and modest growth in our other European markets, which more than offset a weak domestic OEM climate. In addition, our TPG and Professional Audio businesses finished the year on a strong note,

mainly due to the increase in revenue being generated from our automatic toll collection business and growth in the mass transit portion of TPG's business, as well as increased audio sales in the Asia/Pacific region.

"The North American automotive aftermarket had a very difficult second half due to a variety of factors commonly experienced throughout the traditional replacement market. This was particularly exacerbated in the fourth quarter due to high dealer inventories and severe weather problems. However, our maintenance business, consisting primarily of filtration products, was more resilient, and somewhat softened the negative impact affecting the traditional aftermarket. Those factors that affected the domestic aftermarket seem to be easing somewhat and, as we move into the new fiscal year, we expect an improving aftermarket scenario."

Mark IV Industries, Inc., located in the Buffalo suburb of Amherst, New York, manufactures power and fluid transfer systems and components for industrial and automotive markets worldwide.