SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Metro-Tel Corp.
(Name of Issuer)
Common Stock, par value $.025 per share
(Title of class of securities)
591629-10-9
(CUSIP Number)
Lloyd Frank, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
212-704-6000
(Person Authorized to Receive Notices and Communications)
November 1, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
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CUSIP No. 591629-10-9 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael S. Steiner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,360,477
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,360,477
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,360,477
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 591629-10-9 13D Page 3 of 6 Pages
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock of Metro-Tel Corp.
("Metro-Tel"). Metro-Tel's executive offices are located at 290 N.E. 68 Street,
Miami, Florida 33138.
Item 2. Identity and Background
(a) This statement is filed by Michael S. Steiner ("Mr.
Steiner" or the "Reporting Person").
(b) The address of the principal business office of Mr.
Steiner is c/o Steiner - Atlantic Corp., 290 N.E. 68
Street, Miami, Florida 33138.
(c) Mr. Steiner is President of Metro-Tel and
Steiner-Atlantic Corp., 290 N.E. 68 Street, Miami,
Florida 33138, a supplier of dry cleaning equipment,
industrial laundry equipment and steam boilers, and a
wholly-owned subsidiary of Metro-Tel.
(d) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has
not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a
result of which such person or entity was or is
subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State
securities laws or findings of any violation with
respect to such laws.
(f) The Reporting Person is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the Agreement of Merger among Metro-Tel, Metro-Tel
Acquisition Corp. (a wholly-owned subsidiary of Metro-Tel), Steiner-Atlantic
Corp. ("Steiner"), Mr. Steiner and William K. Steiner ("Merger Agreement"), the
Reporting Person received 2,360,477 shares of Common Stock
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CUSIP No. 591629-10-9 13D Page 4 of 6 Pages
of Metro-Tel in exchange for shares of Common Stock owned by the Reporting
Person of Steiner. No funds were used or are to be used in connection with the
Reporting Person's acquisition of such shares of Metro-Tel's Common Stock.
Item 4. Purpose of Transaction
The purpose of the transaction is to acquire control of Metro-Tel
pursuant to the Merger Agreement described in Item 3. Pursuant to the Merger
Agreement, Metro-Tel Acquisition Corp has been merged with and into Steiner,
Steiner became a wholly-owned subsidiary of Metro-Tel and Mr. Steiner and
William K. Steiner, the stockholders of Steiner, each received 2,360,477 shares
of Common Stock of Metro-Tel (the shares issued to Mr. Steiner and William K.
Steiner representing, in the aggregate, approximately 69% of the outstanding
shares of Common Stock of Metro-Tel following the Merger). Except as
contemplated by the Merger Agreement, the Reporting Person does not have any
present plans or proposals (although the right to develop such plans or
proposals is reserved) that relate to or would result in: (i) the acquisition of
additional securities of Metro-Tel's shares of Common Stock or the disposition
of securities of Metro-Tel; (ii) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation of Metro-Tel or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of Metro-Tel or any of
its subsidiaries; (iv) any change in the present board of directors or
management of Metro-Tel, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (v) any
material change in the present capitalization or dividend policy of Metro-Tel;
(vi) any other material change in Metro-Tel's business or corporate structure,
(vii) any changes in Metro-Tel's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Metro-Tel by any person; (viii) causing a class of securities of Metro-Tel to be
delisted from a national securities exchange or cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (ix) causing a class of equity securities of Metro-Tel to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (x) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer
Number of Percent of
Name Shares Class
---- --------- ----------
Michael S. Steiner 2,360,477 34.3%
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CUSIP No. 591629-10-9 13D Page 5 of 6 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
To the knowledge of the Reporting Person on the date hereof, except to
the extent set forth herein or in the Exhibit herewith, the Reporting Person
does not have any contracts, arrangements, understandings or relationship (legal
or otherwise) with any person with respect to securities issued by Metro-Tel,
including, but not limited to, transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees or profits, divisions or profits or loss or the giving or withholding
of proxies.
A summary of the Merger Agreement is provided in Item 4 herein.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Merger Agreement 1
- --------
1 Incorporated by reference to Exhibit A of Metro-Tel's definitive Proxy
Statement filed on October 5, 1998 (File No. 0-9040).
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CUSIP No. 591629-10-9 13D Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 6, 1998
/s/ Michael S. Steiner
-----------------------
Michael S. Steiner
