MARK IV Industries Closes Offering of
$275 Million of Convertible Subordinated Notes

Amherst, New York, October 29, 1997 -- Mark IV Industries, Inc. (NYSE: IV) announced today it had consummated its offering of $275 million principal amount of Convertible Subordinated Notes. The offering was made in reliance on Rule 144A and other registration exemptions under the Securities Act of 1933, as amended, to institutional investors.

The Notes bear interest at an annual rate of 4-3/4%, are convertible into Mark IV Common Stock at a price of $32.8125 per share, subject to anti-dilution adjustments, are unsecured obligations subordinated to senior indebtedness of the Company and mature on November 1, 2004. The Notes are non-callable for three years. In addition, the Company granted the initial purchaser a 30-day option to purchase an additional $41,250,000 of Notes solely to cover over-allotments.

Mark IV intends to use the net proceeds from the transaction to refinance its outstanding $258 million principal amount of 8-3/4% Senior Subordinated Notes due April 1, 2003 through repurchases or the redemption or defeasance or other retirement thereof, depending upon prevailing market conditions, prices for such securities and other relevant factors.

The notes and the underlying Common Stock have not been registered under the Securities Act of 1933, as amended, or any securities laws of any state or other jurisdiction and may not be offered or sold in the United States or any other state or jurisdiction absent registration or an applicable exemption from the registration requirements.

Mark IV Industries is a $2.1 billion global manufacturing company headquartered in the Buffalo suburb of Amherst, New York, employing approximately 16,200 people worldwide. The company's core technologies include power transmission, fluid transfer and filtration systems and components for global industrial and automotive markets.