UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MERIDIAN NATIONAL CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
58977410
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(CUSIP Number)
Glenn E. Morrical, Arter & Hadden,
925 Euclid Avenue, Suite 1100, Cleveland, Ohio 44115
(216) 696-3431
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 26, 1995
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(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 [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described
in Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
<PAGE> Page 2 of 6
SCHEDULE 13D
CUSIP NO. 58977410
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George S. Hofmeister (S.S.N. ###-##-####)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF (Personal Funds)
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
(7) SOLE VOTING POWER
172,921
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(8) SHARED VOTING POWER
0
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(9) SOLE DISPOSITIVE POWER
172,921
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
172,921
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [X]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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(14) TYPE OF REPORTING PERSON*
IN (Individual)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> Page 3 of 6
SCHEDULE 13D
CUSIP NO. 58977410
Meridian National Corp.
Item 1. Security and Issuer
This statement relates to the Common Stock of Meridian
National Corp., a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 805 Chicago
Street, Toledo, Ohio 43611.
Item 2. Identity and Background
Name of Filing Person:
This statement is filed on behalf of George S. Hofmeister, an
individual.
Residence Address of Individual:
George S. Hofmeister
700 Highland Road
Salem, Ohio 44460
Present Principal Occupation or Employment and Name of
Employer:
George S. Hofmeister
Chairman and Chief Executive Officer
EWI, Inc.
manufacturing for automobile parts
100 S. Broadway
Salem, Ohio 44460
Proceedings:
During the last five years, George S. Hofmeister has not been
(i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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 finding any violation with respect to such
laws.
Citizenship:
George S. Hofmeister is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
George S. Hofmeister is the beneficial owner, or may be deemed
to be the beneficial owner, of (a) 137,421 shares of Common Stock
of the Company, for which he paid an aggregate of approximately
$399,000, (b) 35,500 common stock purchase warrants (to expire in
1999) which he received in an exchange of preferred stock for
common stock and warrants pursuant to the public offer to exchange
made by the Company (which exchange offer expired in July, 1994)
and (c) 27,000
<PAGE> Page 4 of 6
SCHEDULE 13D
CUSIP NO. 58977410
shares of Common Stock of the Company held in an individual
retirement account for the benefit of Kay R. Hofmeister, Mr.
Hofmeister's spouse. Pursuant to Rule 13d-4 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the
reporting person expressly disclaims any beneficial ownership
interest in the 27,000 shares held for his spouse's benefit. The
source of cash consideration for the Common Stock actually acquired
by the reporting person (and for the preferred stock that was
exchanged by him) was personal funds without borrowing or otherwise
obtaining these funds from a third party.
Item 4. Purpose of Transaction
Mr. Hofmeister has acquired an interest in the Company as an
investment and with a view toward making a profit therefrom. Based
on a number of factors, including the reporting person's evaluation
of the Company's business prospects and financial condition, the
market for the Company's shares, general economic and stock market
conditions and other investment opportunities, the reporting person
may purchase additional securities of the Company through open
market or privately negotiated transactions, or may dispose of all
or a portion of the securities of the Company now or hereafter
owned by him.
The reporting person does not have any plans or proposals
which relate to or would result in:
An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or
any of its subsidiaries;
A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
Any change in the present board of directors or
management of the issuer, including any plans or
proposals to change the number of term of directors or to
fill any existing vacancies on the board;
Any material change in the present capitalization or
dividend policy of the issuer;
Any other material change in the issuer's business or
corporate structure including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investments
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
acquisition of control of the issuer by any person;
Causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
Any action similar to any of those enumerated above.
The reporting person reserves the right to determine in
the future to change the purpose or purposes described
above.
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number and Percentage of Securities:
<PAGE> Page 5 of 6
SCHEDULE 13D
CUSIP NO. 58977410
Mr. Hofmeister is the beneficial owner of 172,921 shares
of Common Stock of the Company, representing
approximately 6.6% of the class based upon the number
reported as outstanding as of July 7, 1995 in the Form
10-C of the Company filed August 4, 1995. Thirty-five
Thousand Five Hundred (35,500) of such shares Mr.
Hofmeister has the right to acquire upon the exercise of
certain common stock purchase warrants. The reporting
person expressly disclaims beneficial ownership of the
27,000 shares held by Mrs. Hofmeister's Individual
Retirement Account.
(b) Power to Vote and Dispose:
Mr. Hofmeister has sole power to vote and dispose of the
172,921 shares of Common Stock described in (a) above.
Of such shares, 10,080 are held in accounts for the minor
children of Mr. and Mrs. Hofmeister and 10,000 shares
are held for the benefit of Mr. Hofmeister in a Keogh
Plan. The 27,000 shares of Common Stock described in (a)
above represent shares held in an Individual Retirement
Account for the benefit of Mr. Hofmeister's spouse. Mr.
Hofmeister expressly disclaims that he shares the power
to vote and/or to dispose of such shares with his spouse.
(iii) Transactions Within the Past 60 Days:
Within the past 60 days, Mr. Hofmeister has purchased
shares of Common Stock in open market transactions on
the Nasdaq Stock Market's National Market as follows:
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share
------- ---------------- ---------------
<S> <C> <C>
7/26/95 15,000(1) $2.25
7/26/95 5,000(1) $2.31
7/27/95 20,000(1) $2.31
7/28/95 20,000(1) $2.31
8/1/95 5,000(1) $2.125
8/2/95 5,000(1) $2.0625
8/10/95 7,200(2) $2.00
<FN>
(1) Through Individual Retirement Account or Keogh Plan
(2) For accounts of minor children
</FN>
</TABLE>
(d) Certain Rights of Other Persons:
Not applicable.
(e) Date Ceased to be 5% Owner:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The reporting person routinely discusses investment decisions
with his spouse; however, the reporting person does not have
any contract, arrangement, understanding or relationship with
respect to securities of the Company. The reporting person
has not pledged securities of the Company.
Item 7. Material to be Filed as Exhibits
None.
<PAGE> Page 6 of 6
SCHEDULE 13D
CUSIP NO. 58977410
Signature
After reasonable inquiry and to the best of the reporting
person's knowledge and belief, the undersigned reporting
person certifies that the information set forth in this
statement is true, complete and correct.
Date: September 22, 1995 Signature: /s/ George S. Hofmeister
Name: George S. Hofmeister
