<PAGE> 1
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
MERIDIAN NATIONAL CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MERIDIAN NATIONAL CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE> 2
MERIDIAN NATIONAL CORPORATION
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
To Our Stockholders:
The 1995 Annual Meeting of Stockholders of Meridian National
Corporation (the "Company") will be held at the corporate offices of the
Company located at 805 Chicago Street, Toledo, Ohio, 43611, on August 3, 1995,
at 10:00 a.m. (local time), to consider and act on the following matters:
1. To elect four directors of the Company.
2. An amendment to the Company's 1990 Non-Qualified and Incentive
Stock Option Plan.
3. An amendment to the Company's Amended and Restated 1987
Non-Employee Directors' Stock Option Plan.
4. To approve the appointment of Ernst & Young LLP as the
independent accountants for the Company for the Company's 1996 fiscal year.
5. To conduct such other business as may properly be brought
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 8, 1995
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the 1995 Annual Meeting.
<PAGE> 3
YOU ARE INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN
TO ATTEND, WE RESPECTFULLY REQUEST THAT YOU DATE, EXECUTE AND PROMPTLY MAIL THE
ENCLOSED PROXY TO ASSURE REPRESENTATION OF YOUR SHARES. AN ADDRESSED RETURN
ENVELOPE IS ENCLOSED FOR THIS PURPOSE. YOUR PROXY MAY BE REVOKED BY NOTICE IN
WRITING TO THE SECRETARY OF THE COMPANY OR THE SECRETARY OF THE MEETING AT ANY
TIME PRIOR TO ITS USE.
By Order of the Board of Directors,
Real P. Remillard
Secretary
Toledo, Ohio
June 28, 1995
<PAGE> 4
MERIDIAN NATIONAL CORPORATION
805 Chicago Street
Toledo, Ohio 43611
--------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
--------
This Proxy Statement is furnished to the stockholders of Meridian
National Corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held on August 3, 1995, or at any adjournment or
adjournments thereof, in connection with (i) the election of four directors of
the Company; (ii) an amendment to the Company's 1990 Non-Qualified and
Incentive Stock Option Plan (the "Stock Option Plan"); (iii) an amendment to
the Company's Amended and Restated 1987 Non-Employee Directors' Stock Option
Plan (the "Directors' Plan"); and (iv) to approve the appointment of Ernst &
Young LLP as the independent accountants for the Company for its 1996 fiscal
year.
The enclosed proxy is solicited on behalf of the Board of Directors of
the Company and may be revoked at any time prior to the voting of the proxy by
notice in writing to the Secretary of the Company or the secretary of the
meeting. Properly executed proxies will be voted as specified thereon, and in
the absence of such specification will be voted for the four nominees for
director and for approval of the other proposals set forth in this Proxy
Statement. As to any other matter properly brought before the Annual Meeting
and submitted to a vote of stockholders, proxies will be voted in accordance
with the judgment of the proxy holders named thereon. The approximate date on
which this Proxy Statement and the enclosed Proxy are first being sent to
stockholders is June 28, 1995.
The total outstanding voting stock of the Company, as of June 8, 1995,
consisted of 2,548,689 shares of Common Stock, par value $.01 per share (the
"Common Stock"), and 206,752 shares of Series B Convertible Voting Preferred
Stock, par value $.001 per share (the "Series B Preferred Stock"). Each share
of Common Stock is entitled to one vote and each share of Series B Preferred B
Stock is currently entitled to one-tenth of one vote. Stockholders of record
of the Common Stock and Series B Preferred Stock at the close of business on
June 8, 1995, are entitled to notice of, and vote at, the Annual Meeting of
<PAGE> 5
Stockholders. A majority of the outstanding shares will constitute a quorum at
the meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of
business. Abstentions are counted in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved.
THE COMPANY, UPON WRITTEN REQUEST, WILL PROVIDE WITHOUT CHARGE A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K. THE REQUEST SHOULD BE DIRECTED TO
THE SECRETARY OF THE COMPANY AT 805 CHICAGO STREET, TOLEDO, OHIO 43611.
2
<PAGE> 6
ELECTION OF DIRECTORS
A Board of four directors will be elected, each to serve until the
next Annual Meeting of Stockholders and until his successor is elected and
qualified. The nominees have been designated by the Board of Directors. If
any nominee becomes unavailable for election, an event that is not presently
anticipated, discretionary authority may be exercised by the persons named in
the proxy to vote for any substitute nominee proposed by the Board of
Directors.
Brief statements setting forth the age, the principal occupation and
employment during the past five years and other information concerning each
nominee appear below.
<TABLE>
<CAPTION>
Name, Age and Positions with the
Company Other than Director Occupation and Other Information
- - --------------------------------- --------------------------------
<S> <C>
William D. Feniger, 48 William D. Feniger has served as Chairman of
Chairman of the Board of Directors, the Board of Directors and Chief Executive Officer
President and of the Company since August 1985. Mr. Feniger has
Chief Executive Officer been President since March 1991.
Wayne Gardenswartz, 48 Wayne Gardenswartz has served as a director of the
Company since August 1985. Mr. Gardenswartz is a
certified public accountant and has been a partner
in the accounting firm of Gardenswartz & Suber,
P.C., Denver, Colorado, for more than the past
five years.
Patrick R. Hylant, 47 Patrick R. Hylant has been a director of the
Company since April 1990. For more than the past
five years, Mr. Hylant has been President of
Hylant-MacLean Inc., an insurance brokerage firm.
Jeffrey A. Slade, 54 Jeffrey A. Slade has served as a director of the
Company since February 1995. For more than the
past five years, Mr. Slade has been President of
Slade Investment Management, an investment
advisory firm.
</TABLE>
3
<PAGE> 7
CERTAIN INFORMATION RELATING TO
THE BOARD OF DIRECTORS
INFORMATION REGARDING BOARD OF DIRECTORS
The Board of Directors held four meetings during fiscal 1995 and took
action by written consent on four occasions. All of the Board members were
present at each of the meetings. The Company has no audit or nominating
committees. The Company has a Compensation Committee (the "Compensation
Committee") which administers the Company's Stock Option Plan and the
Directors' Plan and also determines the salaries and bonuses of the officers of
the Company and of the presidents of the Company's subsidiaries. Messrs.
Gardenswartz, Slade and Hylant are the members of the Compensation Committee.
The Compensation Committee met one time during fiscal 1995. All of the members
were present at the meeting.
DIRECTORS FEES
Each director who is not an employee of the Company is entitled to
receive a fee of $2,000 ($1,000 for telephonic meetings) plus travel expenses
for each directors' meeting attended. Directors receive a fee of $1,000 for
attending committee meetings which are held separately from directors'
meetings.
STOCK OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of April 30, 1995,
regarding the beneficial ownership of each director of the Company, each named
executive officer and all current directors and executive officers of the
Company as a group, of the Company's Common Stock. None of such persons
beneficially owns any of the Company's Series B Preferred Stock. Additionally,
there are 4,000 shares of non-voting $100 Series A Preferred Stock ("Series A
Stock"), $.001 par value, of the Company outstanding as of April 30, 1995, of
which William D. Feniger owns 1,334 shares.
4
<PAGE> 8
<TABLE>
<CAPTION>
Number of Shares
Name of Beneficial Owner Beneficially Owned(1) Percentage Ownership
------------------------ ------------------ --------------------
<S> <C> <C>
William D. Feniger 230,267 (2)(3)(4) 8.6%
Wayne Gardenswartz 13,865 (5)(6) *
Patrick R. Hylant 184,439 (5)(7) 7.0%
Jeffrey A. Slade 0 ___
Real P. Remillard 13,139 (8) *
All directors and executive 441,710 15.9%
officers as a group (six
persons)
- - -----------------
</TABLE>
*Less than 1% of the outstanding Common Stock of the Company.
(1) Except as otherwise indicated, each director and officer has sole
voting and investment power over the shares he beneficially owns.
(2) Includes 38,258 shares issuable upon conversion of a Convertible
Subordinated Note and 55,500 shares issuable upon the exercise of
Common Stock Purchase Warrants held by William D. Feniger.
(3) Includes 7,500 shares held by William D. Feniger as trustee pursuant
to a voting trust agreement over which he has no investment power, 500
shares held by Mr. Feniger's wife, as to which Mr. Feniger disclaims
beneficial interest and 1,500 shares held by Mr. Feniger as custodian
for his minor children.
(4) Includes options held by William D. Feniger granted under the Stock
Option Plan to purchase 24,000 shares which are exercisable currently.
(5) Includes options to purchase 11,500 shares granted to each of Wayne
Gardenswartz and Patrick R. Hylant under the Directors' Plan.
(6) Includes 2,365 shares held by Mr. Gardenswartz as trustee under a
trust agreement over which Mr. Gardenswartz has no investment power.
(7) Includes 15,960 shares held by Mr. Hylant as custodian for his
children for which he disclaims beneficial ownership and 84,500 shares
issuable upon the exercise of Common Stock Purchase Warrants, 10,000
shares of which are held by Mr. Hylant as custodian for his children
for which he disclaims beneficial ownership.
(8) Includes options granted to Mr. Remillard under the Stock Option Plan
to purchase 10,700 shares which are exercisable currently.
5
<PAGE> 9
OTHER PRINCIPAL STOCKHOLDERS
As of April 30, 1995, there were no persons (other than the directors
and officers of the Company) known to be beneficial owners of more than 5% of
the outstanding shares of Common Stock or Series B Preferred Stock.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Pursuant to proxy rules promulgated by the Securities and Exchange
Commission designed to enhance disclosure of corporations' policies toward
executive compensation, Messrs. Gardenswartz, Slade and Hylant, as members of
the Company's Compensation Committee of the Board of Directors of the Company,
submit the following report outlining the Company's compensation plans and
policies as they pertain to William D. Feniger, President and Chief Executive
Officer of the Company, and the other executive officers of the Company:
COMPENSATION COMMITTEE OF THE BOARD
The Compensation Committee is comprised of three non-employee members
of the Board of Directors. It is the Compensation Committee's responsibility
to review the Company's executive compensation policies and programs and to
recommend compensation actions to the Board of Directors of the Company.
COMPENSATION POLICY AND OBJECTIVES
The Company's compensation philosophy is to provide a competitive
compensation package so that executive employees are rewarded for special
achievements. The current compensation program for executive officers consists
of three major elements: Base Salary, Discretionary Bonuses and Stock Options.
The Compensation Committee has not formally considered nor adopted a
policy with regard to qualifying executive compensation plans under Internal
Revenue Code Section 162(m), which generally limits the corporate tax deduction
for compensation paid to certain executive officers named in the Proxy
Statement to $1 million per year. The Compensation Committee has not yet seen
any need to address this issue, since current Company executive compensation,
including expected ultimate value of options, is below, or is expected to be
below, the level at which this new tax limitation would apply.
Base Salary: It is the policy of the Company to review executive
officer base salaries each year in relation to salaries being paid to
executive officers employed by companies in industries similar to
those in which the Company operates. This does not assure an increase
in salary. In arriving at a decision, the Committee considers
6
<PAGE> 10
the financial performance of the Company and the effects of economic
inflation on salary levels.
Bonus: Presently, the Company pays bonuses to executive officers on a
discretionary basis. In determining the bonuses to be paid, if any,
the Committee considers the financial performance of the Company and
the performance of the segment of the business for which the executive
is responsible.
Stock Options: The Company has a non-qualified and incentive stock
option plan designed to encourage officers and key employees of the
Company to acquire or increase their ownership of Common Stock of the
Company on reasonable terms. The opportunity so provided is intended
to foster in participants a strong incentive to put forth maximum
effort for the continued success and growth of the Company and its
Subsidiaries, to aid in retaining individuals who put forth such
efforts, and to assist in attracting the best available individuals to
the Company and its Subsidiaries in the future. The numbers of shares
granted are based on the executive's level of responsibility. Options
are granted at 100% of fair market value of the Common Stock on the
day of grant or, in certain situations, 110% of the fair market value
of the Common Stock covered by the option on the date of the grant.
The term of the option cannot be for more than ten years from the date
of grant.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Chief Executive Officer's base salary is established on the same
policy applicable to executive officers except it is subject to an employment
agreement providing for a minimum annual salary of $120,000 and salary
continuation for certain periods upon death or total disability, among other
provisions.
Submitted by the Compensation Committee of the Company's Board of
Directors:
Wayne Gardenswartz Jeffrey A. Slade Patrick R. Hylant
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Patrick R. Hylant, a director and a member of the Compensation
Committee, is an owner and President of Hylant Maclean, Inc., an insurance
broker with whom the Company did business during its fiscal year ended February
28, 1995.
STOCKHOLDER RETURN COMPARISON
The line graph below compares the cumulative total return from
February 28, 1990 to February 28, 1995 of the Company's Common Stock against
the cumulative total return of (i) the NASDAQ Stock Market (US) and (ii)
selected public companies in the metal fabrication industry (peer group) listed
on NASDAQ Small Cap (market value under $25 million), except for one company
which transferred from NASDAQ to the American Stock
7
<PAGE> 11
Exchange in fiscal 1995. The graph and table assume that $100 was invested on
February 28, 1990 in the Company's Common Stock and in each index and that all
dividends were reinvested. The Company chose the metal fabrication industry
since it most closely approximates its main line of business. However, the
Company is also involved in the waste management industry and some of the
companies selected in the peer group may also be involved in additional
industries other than the metal fabrication industry or waste management
industry. As a result, the comparisons shown on the performance graph may not
be meaningful. In addition, the historical stock performance shown on the
graph is not intended to and may not be indicative of future stock performance.
STOCKHOLDER RETURN PERFORMANCE GRAPH
<TABLE>
<CAPTION>
Feb-90 Feb-91 Feb-92 Feb-93 Feb-94 Feb-95
<S> <C> <C> <C> <C> <C> <C>
Meridian National Corporation 100.0 100.0 81.8 18.2 42.2 22.5
Self-Determined Peer Group 100.0 97.6 126.9 109.5 110.8 105.8
Nasdaq Stock Market (US Companies) 100.0 110.2 157.2 167.2 198.0 200.7
</TABLE>
8
<PAGE> 12
<TABLE>
Companies in current peer group: Companies in fiscal 1994 peer group for
which data are not available:
<CAPTION>
Ticker Ticker
Company Name Symbol Company Name Symbol
------------ ------ ------------ ------
<S> <C> <C> <C> <C>
Air Cure Environmental, Inc. AEL Pearce Systems
Chemi Trol Chemical Co. CTRL International, Inc. PRCE
Cryenco Sciences, Inc. CSCI
* Denoyo, Inc. DNYOF Thermodynetics, Inc. TDYN
Dynamic Manufacturing, Inc.
(formerly "Explosive Fabricators
Inc.") BOOM
General Magnaplate Corp. GMCC
* Margatz, Ind., Inc. CGUL
Meridian National Corporation MRCO
Miller Building Systems, Inc. MTIK
Thermal Industries, Inc. THMP
Zoltek Companies, Inc. ZOLT
- - ----------------------------
<FN>
* Indicates companies which were added to replace companies for which data
are no longer available.
</TABLE>
COMPENSATION
The following table sets forth the annual and long-term compensation
paid or accrued by the Company for the Company's three fiscal years ended
February 28, 1995, 1994 and 1993 to those persons who were, at February 28,
1995, the Company's Chief Executive Officer and the other most highly
compensated executive officers of the Company.
<TABLE>
<CAPTION>
Long-Term All Other
Annual Compensation Compensation Compensation
------------------- ------------ ------------
Restricted
Name and Other Annual Stock Options (in
Principal Position Year Salary Bonus Compensation Awards shares)(1)(4)
------------------ ---- ------ ----- ------------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
William D. Feniger, 1995 $175,000 $90,000 --- --- 20,000 $ 5,263
Chairman, President
and Chief Executive 1994 $165,000 $74,000 --- --- 20,000(2) $12,849
Officer
1993 $165,000 --- --- --- --- $11,704
Real P. Remillard, 1995 $94,800 $10,000 --- --- 3,500 $ 1,250
Secretary and
Treasurer 1994 $94,800 $ 6,000 --- --- 10,000(3) $ 6,732
1993 $94,800 --- --- --- --- $ 7,050
</TABLE>
9
<PAGE> 13
(1) The number of shares subject to options has been adjusted to reflect a
one-for-ten reverse stock split of the Common Stock effective August
18, 1993.
(2) Includes 2,500 shares of Common Stock subject to options previously
granted for which the exercise price was adjusted during fiscal 1994.
(3) Includes 250 shares of Common Stock subject to options previously
granted for which the exercise price was adjusted during fiscal 1994.
(4) Does not include options granted to Messrs. Feniger and Remillard to
acquire 20,000 and 10,000 shares of Common Stock, respectively, at an
exercise price of $2.21875 per share, which options were granted April
10, 1995 as compensation for the fiscal year ended February 28, 1995.
The grants are subject to stockholder approval of an amendment to the
Company's 1990 Non-Qualified and Incentive Stock Option Plan. See
"Amendment to Stock Option Plan."
EMPLOYMENT AGREEMENTS
William D. Feniger has an employment agreement with the Company which
extends to April 23, 1995 with automatic renewals for an additional 12 months
upon each anniversary date of the agreement. The agreement also provides for
termination of employment by either party upon 120 days prior written notice
after April 23, 1995. The agreement provides that Mr. Feniger is to receive
such annual salary as may be determined by the Board of Directors, plus
employment privileges and benefits, but in no event is the annual salary to be
lower than $120,000. Mr. Feniger's present annual salary, effective March 1,
1995, is $185,000. The agreement also provides that in the event of Mr.
Feniger's death during the term of the employment agreement, the current salary
is to be continued by payment for three years to Mr. Feniger's surviving spouse
while she is living, otherwise to his estate. In the event of Mr. Feniger's
permanent disability, the agreement provides for a continuation of salary for a
period of 12 months, less, however, any payments received by Mr. Feniger
directly from any insurer under any insurance policy of health or disability,
the premiums for which have been paid by the Company.
OPTION GRANTS IN FISCAL 1995
The following table sets forth information with respect to (i) option
grants to the named executive officers during fiscal 1995 and (ii) the
potential realizable value of such options using a 5% and 10% appreciation
rate.
10
<PAGE> 14
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term (2)
-------------------------------------------------------- -----------------------------
% of Total
Options
Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted(#)(1) Fiscal Year ($/share) Date 5%($) 10%($)
---- ------------ ------------ ---------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
William D. 20,000 55.94% $3.50 3/23/04 $44,023 $111,562
Feniger
Real P. 3,500 9.79% $3.50 3/23/04 $7,704 $19,523
Remillard
<FN>
(1) Only includes options as no stock appreciation rights ("SARs") were
granted.
(2) The dollar amounts under these columns are the result of calculations
at the 5% and 10% rates set by the Securities and Exchange Commission
("SEC") and, therefore, are not intended to forecast possible future
appreciation, if any, of the Company's stock price. The Company did
not use an alternative formula for a grant date valuation, as the
Company is not aware of any formula which will determine with
reasonable accuracy a present value based on future unknown or
volatile factors.
</TABLE>
OPTION EXERCISES AND FISCAL 1995 YEAR END VALUES
The following table sets forth information with respect to (i) options
to purchase shares of the Company's Common Stock granted under the Company's
Stock Option Plan, which were exercised by the named executive officers during
fiscal 1995, and (ii) unexercised options to purchase shares of the Company's
Common Stock granted under the Company's Stock Option Plan to the named
executive officers and held by them at February 28, 1995.
<TABLE>
<CAPTION>
Value of Unexercised
Unexercised Options In-the-Money Options
Held at 2/28/95 at 2/28/95 (1)
---------------------------- -----------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
William D. Feniger -- -- 24,000 16,000 $4,375 --
Real P. Remillard -- -- 10,700 2,800 $2,188 --
<FN>
(1) The dollar values are calculated by determining the difference
between the fair market value of the shares of the Company's
Common Stock underlying the options and the exercise price of such
options at February 28, 1995.
</TABLE>
TAX DEFERRED SAVINGS AND RETIREMENT PLAN
The Company's Tax Deferred Savings and Retirement Plan (the "401(k)
Plan") consists of a defined contribution profit sharing plan with a cash or
deferred arrangement. Each employee of the Company is eligible to participate
in the 401(k) Plan after the person
11
<PAGE> 15
has both attained age 20-1/2 and completed six months of service. Subject to
limitations prescribed by the tax laws, a participant may elect to make a
pretax salary deferral contribution to the 401(k) Plan of up to 15% of the
participant's compensation. Unless the Company's Board of Directors determines
otherwise, the Company makes matching contributions equal to 25% of the first
6% of compensation contributed by each participant as a salary deferral. For
any year, the Company may also make a discretionary profit sharing contribution
of an amount determined by the Company's Board of Directors. Profit sharing
contributions are allocated among eligible participants on the basis of each
participant's compensation during the year for which the contribution is made.
All salary deferral contributions are 100% vested. The Company's
matching contributions and profit sharing contributions vest on an incremental
basis after three completed years of service and become fully vested after
seven years of completed service. In addition, a participant is fully vested
upon attainment of age 65, death or disability, provided he is in the employ of
the Company at the time such event occurs.
For the plan year ended February 28, 1995, for the 401(k) Plan the
Company made the following matching contributions to the accounts of the
executive officers named in the cash compensation table as follows: William D.
Feniger - $1,484 and Real P. Remillard - $1,250. The Company made no
discretionary contributions to the 401(k) Plan during fiscal year ended
February 28, 1995. Messrs. Feniger and Remillard are fully vested.
INTEREST OF MANAGEMENT AND OTHERS IN
CERTAIN TRANSACTIONS
In connection with the 1985 purchase by the Company of the stock of
four companies controlled in part by William D. Feniger and Yale M. Feniger
(William D. Feniger's father), the Company issued, as part of the purchase
price, a series of non-negotiable subordinated promissory notes, each due on
September 15, 1995, and bearing interest at the rate of 9% per annum (the
"Notes"). William D. Feniger received a Note in the amount of $770,720 and
Yale M. Feniger received a Note in the amount of $943,424 (which Note Yale M.
Feniger has transferred to his wife). In July, 1989 William D. Feniger
converted his Note into a like amount of convertible subordinated note (the
"Convertible Subordinated Note").
In June 1994, Mrs. Yale Feniger and the Company entered into an
agreement whereby Mrs. Feniger accepted $305,738, or 50% of the outstanding
balance of her Note, in full satisfaction of the Note. The Convertible
Subordinated Note payable to William D. Feniger had a balance of $596,822 at
February 28, 1995. Interest on the Convertible Subordinated Note is payable
quarterly, and principal payments are not required until maturity on September
15, 1995, at which time the entire principal amount is due and owing. In May
1995, Mr. Feniger agreed to defer payment of the principal amount of the
Convertible Subordinated Note until after February 29, 1996. The outstanding
principal amount of the Convertible Subordinated Note is convertible, at Mr.
Feniger's option, into Common Stock, at any time, at a conversion price of
$15.60 per share. The Company has
12
<PAGE> 16
agreed, at its expense, to register under the Securities Act of 1933, on one
occasion, and at the expense of the holder on another occasion, the Convertible
Subordinated Note and/or the underlying Common Stock at the request of the
holder. The Company has also agreed to certain "piggy-back" registration
rights for this Convertible Subordinated Note and/or the underlying Common
Stock.
The Company and one of its subsidiaries lease office space in Toledo,
Ohio pursuant to two separate lease agreements with Greenbelt Associates, a
general partnership in which Yale M. Feniger, William D. Feniger and Real P.
Remillard are general partners. Each of Yale M. Feniger and William D.
Feniger owns a 29-1/6% interest in the partnership and Mr. Remillard owns a
12-1/2% interest. Each lease expires on February 14, 1997. Each lease
separately provides for annual rent of $48,216, with rental increases starting
February 15, 1994 based upon a consumer price index. During the year ended
February 28, 1995, the Company paid $102,174 to Greenbelt Associates.
The Company, pursuant to a 10-year lease effective March 1986, leases
plant and office space in Toledo, Ohio for its steel pickling and oiling
facilities from Chicago Investors. Chicago Investors is a general partnership
in which Champlain Investors, a general partnership has a 50% interest.
William D. Feniger and Yale M. Feniger each owns a 33-1/3% interest in
Champlain Investors. The rental under this lease is $7,500 per month plus, on
a quarterly basis, 45.5% of the excess, if any, over $21,500 of certain
aggregate principal and interest payments of Chicago Investors under certain
industrial development revenue bonds and conventional bank financing with
respect to these facilities. There were no additional payments required during
fiscal 1995. The Company also leases other plant space and equipment at this
location from Chicago Investors for aggregate monthly rentals of $7,805, which
includes subrental payments, on a short-term or month-to-month basis. During
the year ended February 28, 1995, the Company paid $183,660 to Chicago
Investors.
Patrick R. Hylant, a director, is an owner and the President of Hylant
MacLean, Inc., an insurance broker with whom the Company did business during
its fiscal year ended February 28, 1995.
Management of the Company believes that the terms of each of the
foregoing transactions are at least as favorable as those that could have been
obtained from independent third parties.
At February 28, 1995, William D. Feniger was indebted to the Company
in the amount of $107,987, which consisted of $103,400 evidenced by notes
receivable and $4,587 of accrued interest on the notes. The first note, for
$97,000, was executed in May, 1994, bears interest at 6% and requires annual
principal payments of $5,000 plus interest until the note matures on May 24,
1997. The second note, for $6,400, was executed in November 1994, bears
interest at 6% and matures on May 24, 1997.
On November 1, 1991, the Company entered into a Memorandum of
Understanding with Yale M. Feniger pursuant to which Yale M. Feniger terminated
his employment with
13
<PAGE> 17
the Company and its subsidiaries and agreed to serve as a consultant and
advisor to the Company for a period of five years. The Company agreed to pay
Mr. Feniger a consulting fee of $100,000 per year for the first two years,
$75,000 for the third year and $50,000 for the fourth and fifth years.
Payments in the fourth and fifth years were increased to $100,000 per year
pursuant to an agreement reached in June 1994 between the Company and Yale M.
Feniger. Mr. Feniger is also provided with an automobile allowance, medical
insurance and normal business expenses.
During the fiscal year ended February 28, 1995, the Company chartered
aircraft services through Fenaire Corporation ("Fenaire"). Fenaire is owned by
Yale M. Feniger. The aggregate amount paid to Fenaire during the year ended
February 28, 1995 amounted to $67,155. The prices charged by Fenaire to the
Company were as favorable as those charged by Fenaire to unrelated parties for
comparable services, and management believes that those prices were at least as
favorable as those that were charged, generally, by independent third parties
engaged in the air charter business.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than 10% beneficial owners are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms which they file with the SEC.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended February 28, 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with, except that William D.
Feniger had four late filings representing four transactions, Wayne
Gardenswartz had two late filings representing two transactions, Patrick R.
Hylant had four late filings representing five transactions, and William L.
Petek (a former director), Real P. Remillard, James Aleksa (an officer of a
subsidiary), Bruce Maison (an officer of a subsidiary) and Lou Panas (an
officer of a subsidiary) each had one late filing representing one transaction.
14
<PAGE> 18
AMENDMENT TO STOCK OPTION PLAN
On August 20, 1990, the Board of Directors of the Company adopted, and
on August 9, 1991, the stockholders of the Company approved, the Company's 1990
Non-Qualified and Incentive Stock Option Plan (the "Stock Option Plan"). The
Stock Option Plan was amended by the stockholders of the Company on August 5,
1994.
On June 6, 1995, the Board of Directors adopted, subject to
stockholder approval, an amendment to the Stock Option Plan to increase the
number of shares authorized for issuance under the Stock Option Plan from
175,000 to 350,000.
The Stock Option Plan is intended to encourage ownership of the
Company's Common Stock by officers and other key employees of the Company, to
encourage their continued employment with the Company and to provide them with
additional incentives to promote the success of the Company. As of February
28, 1995, three officers and six additional employees were eligible to
participate in the Stock Option Plan.
The Stock Option Plan authorizes the grant to key employees of options
to purchase 175,000 shares of Common Stock (350,000 shares if the stockholders
approve the amendment) as "incentive stock options," as that term is defined
under the provisions of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or as non-qualified stock options. The Compensation
Committee of the Board of Directors may grant options and otherwise administers
the Stock Option Plan.
The exercise price of each incentive stock option must be at least
100% of the fair market value of the Common Stock at the date of grant, and no
such option may be exercisable for more than 10 years after the date of grant.
The exercise price of each incentive stock option granted to any stockholder
possessing more than 10% of the combined voting power of all classes of capital
stock of the Company on the date of grant must not be less than 110% of the
fair market value on that date, and no such option may be exercisable more than
five years after the date of grant. The Stock Option Plan also provides that
the exercise price of any non-qualified stock option must be at least 100% of
the fair market value of the Common Stock at the date of grant. The exercise
price is payable in cash or, in the discretion of the Compensation Committee,
in whole or in part in shares of Common Stock, valued at their fair market
value at the date of exercise, or, if permitted by law, an interest-bearing
promissory note.
Options granted under the Stock Option Plan will be subject to
adjustment upon a recapitalization, stock split, stock dividend, merger or
other similar event affecting the Common Stock. Options will not be
transferable, other than by will or the laws of descent and distribution, and
an option may be exercised, during the lifetime of the holder of the option,
only by him.
In the case of an unusual corporate event such as liquidation, merger,
reorganization (other than a reorganization as defined by Section 368(a)(1)(F)
of the Code), or other
15
<PAGE> 19
business combination, acquisition or change in the control of the Company
through a tender offer or otherwise, the Board may, in its sole discretion,
determine, on a case by case basis, that each option granted under the Stock
Option Plan will terminate 90 days after the occurrence of such unusual
corporate event, but, in the event of any such termination the option holder
will have the right, commencing at least five days prior to the unusual
corporate event and subject to any other limitation on the exercise of the
option in effect on the date of exercise, to immediately exercise any options
in full to the extent they previously have not been exercised.
The Stock Option Plan will terminate on August 20, 2000, and an option
shall not be granted under the plan after such date. Any options outstanding
at the time of termination of the Stock Option Plan will continue in full force
and effect according to the terms and conditions of the Stock Option Plan.
The Stock Option Plan may be amended by the Board of Directors,
provided that stockholder approval must be obtained in order to (i) increase
the maximum number of shares as to which options may be granted, (ii) expand or
change the class of persons eligible to receive options, (iii) permit the
exercise price of the shares subject to incentive stock options to be less than
the fair market value of such shares at the time of grant, (iv) extend the term
of the plan, or (v) materially increase the benefits to eligible participants.
FEDERAL INCOME TAX CONSEQUENCES - NON-QUALIFIED STOCK OPTIONS
The issuance of a non-qualified stock option under the Stock Option
Plan will not result in any taxable income to the recipient employee or a tax
deduction to the Company at the time of grant. Generally, an employee to whom
a non-qualified stock option has been granted will recognize ordinary income at
the time the employee exercises the option and receives shares of Common Stock,
in an amount equal to the excess of the fair market value of such shares on the
date of exercise over the option price.
Notwithstanding the foregoing, upon the exercise of a non-qualified
stock option by a person subject to Section 16 of the Exchange Act ("Section
16"), the acquisition date of the shares of Common Stock for federal income tax
purposes and the time of recognition of income will be postponed as long as the
sale of the shares of Common Stock could subject the person to suit under the
"short swing profit" provisions of Section 16, unless such person elects to be
taxed on the date of exercise. Furthermore, the amount of income recognized by
the recipient employee will be the excess of the fair market value of such
shares of Common Stock at the end of the postponement period (rather than at
the date of exercise) over the option price.
Generally, under the Section 16 regulations, a person subject to
Section 16 ("a Section 16 person") may exercise an option and sell the
underlying stock immediately without subjecting himself to suit under the
"short swing profit" provisions as long as he has held the option and/or the
underlying stock for an aggregate of six months. Generally, if the Section 16
person exercises a stock option within the first six months following the date
16
<PAGE> 20
of grant, then (except in certain cases involving death or incompetence),
taxation will be deferred and the amount of income will generally be measured
six months following the date of grant (unless the person elects to be taxed on
the date of exercise) because the sale of the underlying stock before this date
would subject the Section 16 person to suit under the "short swing profit"
provisions.
The Company is generally entitled to a tax deduction corresponding to
the amount of income recognized by the employee as a result of the exercise of
a non-qualified stock option for the year in which the employee recognizes such
income for federal income tax purposes.
FEDERAL INCOME TAX CONSEQUENCES - INCENTIVE STOCK OPTIONS
Neither the receipt nor exercise of an incentive stock option is a
taxable event to the employee, and if the recipient employee does not dispose
of the shares of Common Stock acquired under an incentive stock option prior to
the expiration of the requisite holding periods described below, any gain
resulting from the sale of such shares will be long-term capital gain. In such
case, the Company would not be entitled to any tax deduction with respect to
the grant or exercise of the option. The difference between the fair market
value of the shares of the Common Stock on the date of exercise and the option
price is a tax preference item which may cause the employee to incur an
alternative minimum tax in the year of exercise. The minimum statutory holding
periods are two years from the date the option is granted and one year from the
date the employee receives his shares of Common Stock pursuant to the exercise
of the incentive stock option. The statutory holding period for incentive
stock options is waived in the event of the employee's death.
If the shares of Common Stock are disposed of before the end of either
of such statutory holding periods (a "disqualifying disposition"), the lesser
of (i) the excess of the fair market value of such shares on the date of
exercise over the option price, or (ii) the total amount of gain realized on
the sale must be reported by the employee as ordinary income and the Company
would be entitled to a tax deduction in that amount. The remaining gain, if
any, would be taxed to the employee as capital gain.
Notwithstanding the foregoing, if the employee is subject to Section
16 at the time of a disqualifying disposition, the acquisition date of the
shares and the time of recognition of income will be postponed as long as the
sale of shares could subject the employee to suit for "short swing profit",
unless he elects to be taxed immediately. In addition, the amount of income
recognized will be the lesser of (i) the excess of the fair market value of
such shares at the end of the postponement period (rather than at the date of
exercise) over the option price, or (ii) the total amount of gain realized on
the sale. See "Federal Income Tax Consequences - Non-Qualified Stock Options"
for a discussion of options and Section 16.
17
<PAGE> 21
NEW BENEFITS
The following table sets forth the Stock Option Plan benefits that
will be received in fiscal 1996 if the amendment to the Stock Option Plan is
approved.
<TABLE>
1990 Non-Qualified and Incentive Stock Option Plan
<CAPTION>
Name and Position Dollar Value ($) Number of Units
----------------- ---------------- ---------------
<S> <C> <C>
William D. Feniger, Chairman, President and (1) 20,000
Chief Executive Officer
Real P. Remillard, Secretary and Treasurer (1) 10,000
Executive Group (1) 30,000
Non-Executive Director Group -- --
Non-Executive Officer Employee Group (1) 44,500
<FN>
(1) All options granted under the Stock Option Plan during fiscal 1996
were granted at an exercise price of $2.21875 (the fair market value
of a share of Common Stock on the date of grant). The actual value,
if any, that a person may realize will depend on the excess of the
stock price over the exercise price on the date the option is
exercised. On June 9, 1995, the closing price for the Common Stock on
NASDAQ was $1.9375 per share.
</TABLE>
Approval by a majority of the shares of Common Stock and Series B
Preferred Stock voting as a single class, present and entitled to vote at the
Annual Meeting, is required for approval of the Amendment to the Stock Option
Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PROPOSAL TO
APPROVE THE ADOPTION OF THE AMENDMENT TO THE STOCK OPTION PLAN, WHICH IS
DESIGNATED IN THE PROXY AS ISSUE NO. 2.
AMENDMENT TO DIRECTORS' PLAN
On August 20, 1990, the Board of Directors of the Company adopted and,
on August 9, 1991, the stockholders of the Company approved, the Amended and
Restated 1987 Non-Employee Directors' Stock Option Plan (the "Directors' Plan")
which replaced the 1987 Non-Employee Directors' Stock Option Plan. The
Directors' Plan was amended by the stockholders of the Company on August 6,
1993 and August 5, 1994.
On June 6, 1995, the Board of Directors adopted, subject to
stockholder approval, an amendment to the Directors' Plan to (i) increase the
number of shares available under the Directors' Plan from 50,000 to 150,000,
(ii) provide for an initial grant of options to purchase 10,000 shares of
Common Stock to each of the existing non-employee directors as of June 6, 1995
and to all incoming non-employee directors in the year such incoming
18
<PAGE> 22
director becomes a member of the Board of Directors, which options will be
fully vested when and if such director has been a member of the Board of
Directors for 12 consecutive months, (iii) increase from 1,500 to 2,500 the
number of shares subject to options automatically granted to each non-employee
director as of May 31 of each year, commencing May 31, 1996, and (iv) delete
the requirement that each non-employee director be a member of the Board of
Directors for at least 12 consecutive months prior to the date of the automatic
grant.
The Directors' Plan is intended to encourage non-employee directors of
the Company to acquire or increase their ownership of Common Stock of the
Company on reasonable terms, and to foster a strong incentive to put forth
maximum effort for the continued success and growth of the Company and the
subsidiaries. The Directors' Plan provides for the granting of non-qualified
options to purchase an aggregate of 50,000 shares of the Company's Common Stock
(150,000 shares of Common Stock if the stockholders approve the amendment) to
non-employee directors of the Company. The non-employee directors currently
eligible to receive stock options under the Directors' Plan are Messrs.
Gardenswartz, Hylant and Slade.
The Directors' Plan provides that an option to purchase 1,500 shares
of Common Stock (2,500 shares of Common Stock if the stockholders approve the
amendment) will automatically be granted on May 31 of each year to each
director who has been a member of the Board of Directors for at least 12
consecutive months prior to the date of grant (which provision will be deleted
if the amendment is approved) and who, during the 12 months preceding the date
of grant, has not been (a) an employee of the Company and its subsidiaries or
(b) been eligible to receive any award under any other benefit plan of the
Company or its affiliates entitling him or her to acquire stock, stock options
or stock appreciation rights of the Company or any of its affiliates. If the
amendment is approved by the stockholders, incoming non-employee directors will
be granted an option to purchase 10,000 shares during their first year of
service, which option will vest after 12 consecutive months of service, and
options to purchase 2,500 shares will be automatically granted each year
thereafter as provided above. The existing non-employee directors would
receive an option to purchase 10,000 shares of Common Stock as of June 6, 1995,
which option will be fully vested after 12 consecutive months of service (with
respect to the one director who has not already served for such period), and
will be entitled to options to purchase 2,500 shares of Common Stock each year
thereafter as provided above. If the number of shares available for grant
under the Directors' Plan on a scheduled date of grant is insufficient to make
all automatic grants required to be made pursuant to the Directors' Plan on
such date, then each eligible director will receive an option to purchase a pro
rata number of the remaining shares available under the Directors' Plan.
The options granted under the Directors' Plan will be exercisable for
a term of ten years from the date of grant, and (subject to the 12-month
vesting period for the 10,000 share grants described above) may be exercised as
to all or any part of the shares subject to the option at any time following
six months after the date of grant.
19
<PAGE> 23
In the event that a director ceases to be a member of the Board of
Directors (other than by reason of death), an option may be exercised by the
director in full at any time within seven months after he ceases to be a member
of the Board of Directors, but not beyond the term of the option. If the
director dies while he is a member of the Board of Directors or within seven
months after he ceases to be a member of the Board of Directors, an option may
be exercised in full by a legatee or legatees of the director under his last
will, or by his personal representative or distributes, at any time within one
year after his death, but not beyond the term of the option.
The exercise price of such options will be the fair market value of
the Common Stock on the date of grant. The options are exercisable for cash or
in shares valued at fair market value at the time of exercise as determined by
the Compensation Committee, or for a combination of cash and shares.
FEDERAL INCOME TAX CONSEQUENCES
The issuance of a non-qualified stock option under the Directors' Plan
will not result in any taxable income to the recipient director or a tax
deduction to the Company at the time it is granted. Generally, a director to
whom a non-qualified stock option has been granted will recognize ordinary
income on the first date following the date the director exercises the option
on which the shares of Common Stock first become transferable and are no longer
subject to a substantial risk of forfeiture. On that date, the director will
recognize income in an amount equal to the excess of the fair market value of
the shares of Common Stock on the date the shares of Common Stock first become
transferable or are no longer subject to forfeiture over the option price. For
tax purposes, the Common Stock is considered to be non- transferable and
subject to a substantial risk of forfeiture as long as the sale of the shares
could subject the director to suit under the "short swing profit" rules
pursuant to Section 16.
Alternatively, if the director so elects, he will recognize ordinary
income on the date of exercise in an amount equal to the excess of the fair
market value of the shares of Common Stock (without taking into account any
lapse restrictions) on the date of exercise over the option price.
The Company is entitled to a tax deduction corresponding to the amount
of income recognized by the director as a result of the exercise of an option
for the year in which the director recognizes such income for federal income
tax purposes.
Under the Section 16 regulations, a director may exercise an option
and sell the underlying stock immediately without subjecting himself to suit
under the "short swing profit" provisions as long as he has held the option
and/or the underlying Common Stock for an aggregate of six months. If the
director exercises a stock option within the first six months following the
date of grant, then (except in certain cases involving death or incompetence),
taxation will be deferred and the amount of income will be measured six months
following the date of grant (unless the director elects to be taxed on the date
of exercise) because the
20
<PAGE> 24
sale of the underlying Common Stock before this date could subject the director
to suit under the "short swing profit" provisions.
NEW BENEFITS
The table below sets forth the Directors' Plan benefits that will be
received in fiscal 1996 by the non-employee directors if the amendment to the
Directors' Plan is approved.
<TABLE>
Amended and Restated 1987 Non-Employee Directors Stock Option Plan
<CAPTION>
Name and Position Dollar Value ($) Number of Units
----------------- ---------------- ---------------
<S> <C> <C>
William D. Feniger, Chairman, President --- ---
and Chief Executive Officer
Real P. Remillard, Secretary and --- ---
Treasurer
Executive Group --- ---
Non-Executive Director Group (1) 30,000 (1)
Non-Executive Officer Employee Group --- ---
<FN>
(1) Subject to stockholder approval of the amendment to the Directors'
Plan, options to purchase 30,000 shares have been granted under the
Directors' Plan during fiscal 1996 at an exercise price of $1.9375 per
share (the fair market value of a share of Common Stock on the date of
grant). Such grants are in addition to automatic grants during fiscal
1996 of options for an aggregate of 3,000 shares, which grants are not
subject to approval of the amendment by the stockholders. The actual
value, if any, a person may realize will depend on the excess of the
stock price over the exercise price on the date the option is
exercised. On June 9, 1995 the closing price for the Common Stock on
NASDAQ was $1.9375 per share.
</TABLE>
Approval by a majority of the shares of Common Stock and Series B
Preferred Stock voting as a single class, present and entitled to vote at the
Annual Meeting, is required for approval of the amendment to the Directors'
Plan.
THE DIRECTORS RECOMMEND A VOTE IN FAVOR OF THE PROPOSAL TO APPROVE THE
ADOPTION OF THE AMENDMENT TO THE DIRECTORS' PLAN, WHICH IS DESIGNATED IN THE
PROXY AS ISSUE NO. 3.
21
<PAGE> 25
APPROVAL OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Ernst & Young LLP served as the Company's
independent accountants for the fiscal year ended February 28, 1995, and has
been appointed by the Board to serve as the Company's independent accountants
for the fiscal year ending February 29, 1996. Stockholder approval of the
appointment will be requested at the Annual Meeting. A representative or
representatives of Ernst & Young LLP will be present at the meeting, will have
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
Approval by a majority of the shares of Common Stock and Series B
Preferred Stock voting as a single class, present and entitled to vote at the
Annual Meeting, is required for approval of the appointment of Ernst & Young
LLP.
THE DIRECTORS RECOMMEND A VOTE IN FAVOR OF THE PROPOSAL TO APPROVE THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS,
WHICH IS DESIGNATED IN THE PROXY AS ISSUE NO. 4.
MISCELLANEOUS
Management knows of no other business to be presented for action at
the meeting. If other matters properly come before the meeting, the persons
named as proxies will vote upon them in accordance with their best judgment.
The cost of this solicitation will be borne by the Company. In
addition to the use of the mails, proxy solicitation may be made by telephone,
telegraph and personal interviews by regular employees of the Company at no
additional charge. The Company will also reimburse brokerage houses and others
for forwarding proxy material to beneficial owners of the Common Stock and
Series B Preferred Stock.
Proposals from stockholders intended to be presented at the next
Annual Meeting of Stockholders must be received by the Secretary of the Company
at 805 Chicago Street, Toledo, Ohio 43611, no later than February 29, 1996.
By Order of the Board of Directors,
Real P. Remillard
Secretary
June 28, 1995
22
<PAGE> 26
PROXY MERIDIAN NATIONAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- AUGUST 3, 1995
The undersigned appoints each of William D. Feniger and Joseph
Klobuchar, each with the power to appoint his substitute, as proxies
of the undersigned, and hereby authorizes them to represent and to
vote, as designated below, all the shares of Common Stock, $.01 par
value, and Series B Convertible Voting Preferred Stock, $.001 par
value, of Meridian National Corporation held of record by the
undersigned on June 8, 1995, at the Annual Meeting of Stockholders
of Meridian National Corporation to be held on August 3, 1995.
<TABLE>
<S> <C>
1. Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees below / /
William D. Feniger, Wayne Gardenswartz, Patrick R. Hylant, Jeffrey A. Slade
</TABLE>
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name in the space
provided below.)
--------------------------------------------------------------------
2. Proposal to adopt an amendment to the Company's 1990
Non-Qualified and Incentive Stock Option Plan.
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to adopt an amendment to the Company's 1987 Amended and
Restated Non-Employee Directors' Stock Option Plan.
FOR / / AGAINST / / ABSTAIN / /
4. Proposal to approve the appointment of Ernst & Young LLP as
independent accountants for the Company.
FOR / / AGAINST / / ABSTAIN / /
(Continued on the reverse side)
(Continued from other side)
5. In their discretion, the proxies are authorized to vote on such
other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4.
Please sign exactly as name appears below.
When shares are held by
joint tenants, both should
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by the
President or other
authorized officer. If a
Partnership, please sign in
partnership name by
authorized person.
DATED: , 1995
---------------------------
Signature
---------------------------
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Proxy Card
