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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
J. David Washburn, Arter & Hadden,
1717 Main Street, Suite 4100
Dallas, Texas 75201 (214) 761-2100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 1996
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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
[ ]. (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 1 of 5
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SCHEDULE 13D AMENDMENT NO. 1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George S. Hofmeister (S.S.N. ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF (Personal Funds)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 7. SOLE VOTING POWER
272,921
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
272,921
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,921
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14. TYPE OF REPORTING PERSON*
IN (Individual)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
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Amendment No. 1
To
Schedule 13D
Filed Pursuant to Rule 13d-2
The Statement on Schedule 13D relating to the Common Stock of
Meridian National Corp., a Delaware corporation (the "Company"),
filed by George S. Hofmeister (the "Reporting Person"), dated July
26, 1995 is hereby amended and supplemented to reflect the
acquisition of certain shares of the Common Stock of the Company
pursuant to various ordinary brokerage transactions effected
March 22, 1996 through March 27, 1996. Except as otherwise
provided herein, capitalized terms used herein shall have the
meanings ascribed to such terms in the original filing.
Item 1. Security and Issuer
NOT AMENDED.
Item 2. Identity and Background
NOT AMENDED.
Item 3. Source and Amount of Funds or Other Consideration
The response to Item 3 is hereby amended to add the following:
Effective March 22, 1996, March 26, 1996 and March 27, 1996,
the Reporting Person acquired 10,000 shares, 20,000 shares and
70,000 shares of Common Stock of the Company, respectively, in
separate brokerage transactions. The Reporting Person paid an
aggregate of $87,500 (or $.8750 per share) for the 100,000
shares of Common Stock acquired in these transactions.
As a result of these transactions and the transactions
previously reported in the original filing of this Schedule
13D, the Reporting Person is the beneficial owner, or may be
deemed to be the beneficial owner, of (a) 237,421 shares of
Common Stock of the Company, (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 shares of
Common Stock of the Company held in an individual retirement
account for the benefit of Kay R. Hofmeister, the Reporting
Person'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
NOT AMENDED.
Item 5. Interest in Securities of the Issuer
The response to Item 5 is hereby amended and restated in its
entirety to read as follows:
Page 3 of 5
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(a) Aggregate Number and Percentage of Securities:
Mr. Hofmeister is the beneficial owner of 272,921 shares
of Common Stock of the Company, representing
approximately 10.1% of the class based upon 2,714,506
shares of Common Stock being reported as outstanding as
of January 9, 1996 in the Form 10-Q of the Company filed
January 19, 1996. Thirty-five Thousand Five Hundred
(35,500) of such shares the Reporting Person 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:
The Reporting Person has sole power to vote and dispose
of the 272,921 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 the Reporting
Person's spouse. The Reporting Person expressly
disclaims that he shares the power to vote or to dispose
of such shares with his spouse.
(c) Transactions Within the Past 60 Days:
Within the past 60 days, the Reporting Person has only
purchased that number of shares of Common Stock referred
to in this Amendment No. 1 to Schedule 13D.
Specifically, the Reporting Person 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>
3/22/96 10,000 $0.8750
3/26/96 20,000 $0.8750
3/27/96 50,000 $0.8750
3/27/96 20,000 $0.8750
</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
NOT AMENDED.
Item 7. Material to be Filed as Exhibits
NOT AMENDED.
Page 4 of 5
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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: April 11, 1996 Signature: /s/ George S. Hofmeister
Name: George S. Hofmeister
