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)  May 19, 1999

                              Mark IV Industries, Inc.
                              ------------------------
               (Exact name of registrant as specified in its charter)

      Delaware                       1-8862                   23-1733979
----------------------------        --------                -------------
(State or other jurisdiction
of incorporation)            (Commission File Number) (IRS Employer ID Number)


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
                                                              --------------



        (Former name or former address, if changed since last report)





<PAGE>2


Item 5.  Other Events
         ------------

       On May 19, 1999, Mark IV Industries, Inc. (the "Company") entered into
the First Amendment (the "First Amendment") to its Rights Agreement dated of
as of May 19, 1999 between the Company and American Stock Transfer & Trust
Company, as Rights Agent.  The following is a description of the Rights
Agreement as so amended and the Rights outstanding pursuant thereto:

       On May 17, 1995, the Board of Directors of the Company declared a
dividend of one 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.

       Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed.  A Distribution Date will occur and the Rights will separate
from the Common Stock upon the earliest (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 20% or more of the
outstanding* shares of Common Stock other than as a result of repurchases of
stock by the Company, any Subsidiary of the Company or any employee benefit
plan of the Company or the date a Person has entered into an agreement or
arrangement with the Company or any Subsidiary of the Company providing for an
Acquisition Transaction (the "Stock Acquisition Date") or (ii) ten business
days (or such later date as the Board shall determine, provided, however, that
no deferral of a Distribution Date by the Board pursuant to the terms of the
Rights Agreement described in this clause (ii) may be made at any time during
the Special Period (as defined below)) following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person.  An Acquisition Transaction is defined in the Rights
Agreement as (x) a merger, consolidation or similar transaction involving the
Company or any of its Subsidiaries as a result of which stockholders of the
Company will no longer own a majority of the outstanding shares of Common
Stock of the Company or a publicly traded entity which controls the Company
or, if appropriate, the entity into which the Company may be merged,
consolidated or otherwise combined (based solely on the shares of Common Stock
received or retained by such stockholder, in its capacity as a stockholder of
the Company, pursuant to such transaction), (y) a purchase or other
acquisitions of all or a substantial portion of the assets of the Company and
its Subsidiaries, or (z) a purchase or other acquisition of securities
representing 20% or more of the shares of Common Stock then outstanding.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after June 2,
1995 will contain a notation incorporating the Rights Agreement by reference,
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.


<PAGE>3


       The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 2, 2005, unless earlier redeemed by
the Company as described below.

       As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.  Except (i) with respect to
certain shares of Common Stock issued or sold pursuant to the exercise of
stock options or under any employee plan or arrangement, or upon the exercise,
conversion or exchange of certain securities of the Company, or (ii) as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.

       In the event that a person becomes an Acquiring Person (except pursuant
to an offer for all outstanding shares of Common Stock which a majority of the
Directors who are not officers of the Company and who are not affiliates or
associates of such person determine to be fair to and otherwise in the best
interests of the Company and its stockholders) (a "Flip-in Event"), each
holder of a Right will thereafter have the right to receive, upon payment of
the Purchase Price, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value (based on a formula set
forth in the Rights Agreement) equal to two times the Purchase Price of the
Right.  Notwithstanding any of the foregoing, following the occurrence of the
Flip-in Event, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by an Acquiring Person (or
by certain related parties) will be null and void.  However, Rights are not
exercisable following the occurrence of the Flip-in Event until such time as
the Rights are no longer redeemable by the Company as set forth below.

       For example, at a Purchase Price of $80.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following a
Flip-in Event would entitle its holder to purchase $160.00 worth of Common
Stock (or other consideration, as noted above) determined pursuant to a
formula set forth in the Rights Agreement, for $80.00.  Assuming that the
Common Stock had a per share value of $20.00 at such time (as determined
pursuant to such formula), the holder of each valid Right would be entitled to
purchase eight shares of Common Stock for $80.00.

       In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
in which the Company is not the surviving corporation or in which it is the
surviving corporation but its Common Stock is changed or exchanged (other than
a merger meeting certain conditions which follows an offer for all outstanding
shares of Common Stock which a majority of the unaffiliated Directors who are
not officers of the Company determine to be fair to and otherwise in the best
interests of the Company and its stockholders), or (ii) 50% or more of the
Company's assets, earning power or cash flow is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon payment of the
Purchase Price, common stock of the acquiring company having a value equal to
two times the exercise price of the Right.  The events set forth in this
paragraph and the Flip-in Event described in the second preceding paragraph
are referred to as the "Triggering Events."


<PAGE>4

       The Purchase Price payable, and the number of units of one
one-hundredths of a share of Preferred Stock or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the
current market price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or assets
(excluding cash dividends not in excess of 200% of regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).

       With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price.  No fractional shares of Preferred Stock (other than fractions of one
one-hundredth of a share, or integral multiples thereof) will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price
of the Preferred Stock on the last trading date prior to the date of exercise.

       At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors).

       For 180 days (the "Special Period") following a change in control of the
Board of Directors of the Company, that has not been approved by the Board of
Directors, occurring within six months of an unsolicited third party
acquisition or business combination proposal, the new directors are entitled
to redeem the rights (assuming the rights would have otherwise been
redeemable), including to facilitate an acquisition or business combination
transaction involving the Company, but only (1) if they have followed certain
prescribed procedures or (2) if such procedures are not followed, and if their
decision regarding redemption and/or any acquisition or business combination
is challenged as a breach of fiduciary duty of care or loyalty, the directors
(solely for purposes of determining the effectiveness of such redemption) are
able to establish the entire fairness of such redemption, and, if applicable,
such transaction.

       Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.  While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above, or
are redeemed as provided in the second preceding paragraph.


<PAGE>5


       Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date.  After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to shorten or lengthen
any time period under the Rights Agreement.  The foregoing notwithstanding, no
amendment may be made to the Rights Agreement during the Special Period or at
a time when the Rights are not redeemable, except to cure any ambiguity or
correct or supplement any provision contained in the Rights Agreement which
may be defective or inconsistent with any other provision therein.

       The Rights have certain anti-takeover effects.  Exercise of the Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors.  The
existence of Rights, however, should not affect an offer at a fair price and
otherwise in the best interests of the Company and its stockholders as
determined by the Board of Directors.  The Rights should not interfere with
any merger or other business combination approved by the Board of Directors
since the Board of Directors may, at its option, at any time until ten days
following the Stock Acquisition Date redeem all but not less than all of the
then outstanding Rights at the $.01 redemption price.

       Copies of the Rights Agreement and the First Amendment thereto have been
filed with the Securities and Exchange Commission as Exhibits to a
Registration Statement on Form 8-A and Amendment No. 1 thereto.  A copy of the
Rights Agreement has also been filed as an Exhibit to the Company's Current
Report on Form 8-K, dated May 17, 1995 and a copy of the First Amendment
thereto is attached hereto as an Exhibit.  Copies of the Rights Agreement and
the First Amendment are available free of charge from the Company.  This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement and the First
Amendment, which are incorporated herein 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.

       (c)    Exhibits.

              4.     First Amendment to Rights Agreement, dated as of
                     May 19, 1999, between Mark IV Industries, Inc. and
                     American Stock Transfer & Trust Company, as Rights Agent.


   *   Under this Rights Agreement, for purposes of calculating percentages of
       Common Stock outstanding, shares of Common Stock outstanding shall
       include all shares of Common Stock deemed to be beneficially owned
       by a Person and its affiliates and associates, even if not actually
       then outstanding.




<PAGE>6



                                 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:  June 2, 1999
        -------------




<PAGE>7

                                 EXHIBIT INDEX
                                 -------------


Exhibit Number                  Description                         Page
--------------                  ------------                        ----
     4.                  First Amendment to Rights
                         Agreement, dated as of May 19, 1999,
                         between Mark IV Industries, Inc.
                         and American Stock Transfer & Trust
                         Company, as Rights Agent.
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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)  May 19, 1999

                              Mark IV Industries, Inc.
                              ------------------------
               (Exact name of registrant as specified in its charter)

      Delaware                       1-8862                   23-1733979
----------------------------        --------                -------------
(State or other jurisdiction
of incorporation)            (Commission File Number) (IRS Employer ID Number)

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
                                                              --------------

        (Former name or former address, if changed since last report)
2

Item 5.  Other Events
         ------------

       On May 19, 1999, Mark IV Industries, Inc. (the "Company") entered into
the First Amendment (the "First Amendment") to its Rights Agreement dated of
as of May 19, 1999 between the Company and American Stock Transfer & Trust
Company, as Rights Agent.  The following is a description of the Rights
Agreement as so amended and the Rights outstanding pursuant thereto:

       On May 17, 1995, the Board of Directors of the Company declared a
dividend of one 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.

       Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed.  A Distribution Date will occur and the Rights will separate
from the Common Stock upon the earliest (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 20% or more of the
outstanding* shares of Common Stock other than as a result of repurchases of
stock by the Company, any Subsidiary of the Company or any employee benefit
plan of the Company or the date a Person has entered into an agreement or
arrangement with the Company or any Subsidiary of the Company providing for an
Acquisition Transaction (the "Stock Acquisition Date") or (ii) ten business
days (or such later date as the Board shall determine, provided, however, that
no deferral of a Distribution Date by the Board pursuant to the terms of the
Rights Agreement described in this clause (ii) may be made at any time during
the Special Period (as defined below)) following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person.  An Acquisition Transaction is defined in the Rights
Agreement as (x) a merger, consolidation or similar transaction involving the
Company or any of its Subsidiaries as a result of which stockholders of the
Company will no longer own a majority of the outstanding shares of Common
Stock of the Company or a publicly traded entity which controls the Company
or, if appropriate, the entity into which the Company may be merged,
consolidated or otherwise combined (based solely on the shares of Common Stock
received or retained by such stockholder, in its capacity as a stockholder of
the Company, pursuant to such transaction), (y) a purchase or other
acquisitions of all or a substantial portion of the assets of the Company and
its Subsidiaries, or (z) a purchase or other acquisition of securities
representing 20% or more of the shares of Common Stock then outstanding.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after June 2,
1995 will contain a notation incorporating the Rights Agreement by reference,
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.
3

       The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 2, 2005, unless earlier redeemed by
the Company as described below.

       As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.  Except (i) with respect to
certain shares of Common Stock issued or sold pursuant to the exercise of
stock options or under any employee plan or arrangement, or upon the exercise,
conversion or exchange of certain securities of the Company, or (ii) as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.

       In the event that a person becomes an Acquiring Person (except pursuant
to an offer for all outstanding shares of Common Stock which a majority of the
Directors who are not officers of the Company and who are not affiliates or
associates of such person determine to be fair to and otherwise in the best
interests of the Company and its stockholders) (a "Flip-in Event"), each
holder of a Right will thereafter have the right to receive, upon payment of
the Purchase Price, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value (based on a formula set
forth in the Rights Agreement) equal to two times the Purchase Price of the
Right.  Notwithstanding any of the foregoing, following the occurrence of the
Flip-in Event, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by an Acquiring Person (or
by certain related parties) will be null and void.  However, Rights are not
exercisable following the occurrence of the Flip-in Event until such time as
the Rights are no longer redeemable by the Company as set forth below.

       For example, at a Purchase Price of $80.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following a
Flip-in Event would entitle its holder to purchase $160.00 worth of Common
Stock (or other consideration, as noted above) determined pursuant to a
formula set forth in the Rights Agreement, for $80.00.  Assuming that the
Common Stock had a per share value of $20.00 at such time (as determined
pursuant to such formula), the holder of each valid Right would be entitled to
purchase eight shares of Common Stock for $80.00.

       In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
in which the Company is not the surviving corporation or in which it is the
surviving corporation but its Common Stock is changed or exchanged (other than
a merger meeting certain conditions which follows an offer for all outstanding
shares of Common Stock which a majority of the unaffiliated Directors who are
not officers of the Company determine to be fair to and otherwise in the best
interests of the Company and its stockholders), or (ii) 50% or more of the
Company's assets, earning power or cash flow is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon payment of the
Purchase Price, common stock of the acquiring company having a value equal to
two times the exercise price of the Right.  The events set forth in this
paragraph and the Flip-in Event described in the second preceding paragraph
are referred to as the "Triggering Events."
4

       The Purchase Price payable, and the number of units of one
one-hundredths of a share of Preferred Stock or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the
current market price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or assets
(excluding cash dividends not in excess of 200% of regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).

       With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price.  No fractional shares of Preferred Stock (other than fractions of one
one-hundredth of a share, or integral multiples thereof) will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price
of the Preferred Stock on the last trading date prior to the date of exercise.

       At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors).

       For 180 days (the "Special Period") following a change in control of the
Board of Directors of the Company, that has not been approved by the Board of
Directors, occurring within six months of an unsolicited third party
acquisition or business combination proposal, the new directors are entitled
to redeem the rights (assuming the rights would have otherwise been
redeemable), including to facilitate an acquisition or business combination
transaction involving the Company, but only (1) if they have followed certain
prescribed procedures or (2) if such procedures are not followed, and if their
decision regarding redemption and/or any acquisition or business combination
is challenged as a breach of fiduciary duty of care or loyalty, the directors
(solely for purposes of determining the effectiveness of such redemption) are
able to establish the entire fairness of such redemption, and, if applicable,
such transaction.

       Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.  While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above, or
are redeemed as provided in the second preceding paragraph.
5

       Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date.  After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to shorten or lengthen
any time period under the Rights Agreement.  The foregoing notwithstanding, no
amendment may be made to the Rights Agreement during the Special Period or at
a time when the Rights are not redeemable, except to cure any ambiguity or
correct or supplement any provision contained in the Rights Agreement which
may be defective or inconsistent with any other provision therein.

       The Rights have certain anti-takeover effects.  Exercise of the Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors.  The
existence of Rights, however, should not affect an offer at a fair price and
otherwise in the best interests of the Company and its stockholders as
determined by the Board of Directors.  The Rights should not interfere with
any merger or other business combination approved by the Board of Directors
since the Board of Directors may, at its option, at any time until ten days
following the Stock Acquisition Date redeem all but not less than all of the
then outstanding Rights at the $.01 redemption price.

       Copies of the Rights Agreement and the First Amendment thereto have been
filed with the Securities and Exchange Commission as Exhibits to a
Registration Statement on Form 8-A and Amendment No. 1 thereto.  A copy of the
Rights Agreement has also been filed as an Exhibit to the Company's Current
Report on Form 8-K, dated May 17, 1995 and a copy of the First Amendment
thereto is attached hereto as an Exhibit.  Copies of the Rights Agreement and
the First Amendment are available free of charge from the Company.  This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement and the First
Amendment, which are incorporated herein 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.

       (c)    Exhibits.

              4.     First Amendment to Rights Agreement, dated as of
                     May 19, 1999, between Mark IV Industries, Inc. and
                     American Stock Transfer & Trust Company, as Rights Agent.

   *   Under this Rights Agreement, for purposes of calculating percentages of
       Common Stock outstanding, shares of Common Stock outstanding shall
       include all shares of Common Stock deemed to be beneficially owned
       by a Person and its affiliates and associates, even if not actually
       then outstanding.
6

                                 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:  June 2, 1999
        -------------
7

                                 EXHIBIT INDEX
                                 -------------

Exhibit Number                  Description                         Page
--------------                  ------------                        ----
     4.                  First Amendment to Rights
                         Agreement, dated as of May 19, 1999,
                         between Mark IV Industries, Inc.
                         and American Stock Transfer & Trust
                         Company, as Rights Agent.