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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): JUNE 28, 1996
MERIDIAN NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-14203 34-1470518
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
805 Chicago Street, Toledo, Ohio 43611
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (419) 729-3918
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ITEM 5. OTHER EVENTS
Effective June 28, 1996, Meridian National Company (the "Company")
executed an agreement to repay a note payable to Haden Purification, Inc. The
terms of the agreement included, among other things, settlement of the note
payable which had a balance due of $674,000 at June 28, 1996, for a payment of
$350,000 made in July 1996 in full satisfaction of all principal and interest
due under this note. The $329,000 gain on extinguishment of debt is classified
as an extraordinary gain in the accompanying income statement.
Additionally, on July 5, 1996, the Company sold all of the property and
equipment of Meridian Environmental Services, Inc. ("MES"), a wholly-owned
subsidiary which operated the Company's waste acid recycling and disposal
business. The assets were sold for $700,000 to a new company formed by the
former management of MES. Of the $700,000 purchase price, $200,000 is
represented by notes due from the purchaser, payable in varying installments
over a period of five years. Of the $395,000 gain on the sale of the assets,
$195,000 has been recognized currently in the accompanying income statement and
the remainder will be recognized as the notes are collected.
Due to the completion of the above transactions and the resultant gains
thereon, the Company's stockholders' equity as of July 31, 1996 has been
increased to $1,530,612. Attached as Exhibit 1 are the unaudited condensed
financial statements of the Company for the two month period ended July 31,
1996.
ITEM 7. EXHIBITS
Additional exhibit
------------------
1 Meridian National Corporation Condensed Financial Statements
(Unaudited):
Balance Sheets at July 31, 1996 and February 29, 1996
For the two months ended July 31, 1996:
Statement of Operations
Statement of Changes in Stockholders' Equity
Note to Financial Statements
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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 hereunto duly authorized.
MERIDIAN NATIONAL CORPORATION
Dated: August 28, 1996 By: /s/ James L. Rosino
-------------------------
James L. Rosino
Vice President, Finance
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<TABLE>
EXHIBIT 1
MERIDIAN NATIONAL CORPORATION
CONDENSED BALANCE SHEETS
(Unaudited)
<CAPTION>
July 31, February 29,
1996 1996
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 12,266 $ 176,667
Accounts receivable - net 9,944,425 8,221,356
Inventories 9,800,267 8,860,574
Other current assets 172,754 157,840
------------ ------------
Total current assets 19,929,712 17,416,437
Property and equipment, at cost 11,330,822 12,295,459
Less accumulated depreciation and amortization 4,636,730 5,403,083
------------ ------------
6,694,092 6,892,376
Other assets 1,157,307 944,453
------------ ------------
$ 27,781,111 $ 25,253,266
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 11,456,023 $ 9,006,182
Accounts payable and accrued liabilities 9,828,831 8,904,892
Long-term debt due within one year 810,952 948,476
------------ ------------
Total current liabilities 22,095,806 18,859,550
Long-term debt due after one year 4,154,693 5,488,791
Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares authorized:
$100 Series A, 5,000 shares authorized,
4,000 shares issued and outstanding 400,000 400,000
$3.75 Series B, 1,375,000 shares authorized,
206,752 shares issued and outstanding 775,320 775,320
Common stock, $.01 par value, 20,000,000 shares authorized,
3,355,145 shares outstanding (2,755,145 at February 29, 1996) 33,551 27,551
Capital in excess of stated value 10,336,227 10,042,327
Deficit (10,014,486) (10,340,273)
------------ ------------
Total stockholders' equity 1,530,612 904,925
------------ ------------
$ 27,781,111 $ 25,253,266
============ ============
</TABLE>
1
See accompanying note.
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Exhibit 1
MERIDIAN NATIONAL CORPORATION
CONDENSED STATEMENT OF OPERATIONS
TWO MONTHS ENDED JULY 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
Net sales $ 10,956,436
Costs of sales 9,592,725
------------
Gross margin 1,363,711
Other costs and expenses:
Selling, general and administrative 1,224,219
Interest expense 265,444
Gain on sale of assets
of Meridian Environmental Services, Inc. (195,498)
Miscellaneous - net (67,834)
------------
1,226,331
------------
Income before extraordinary gain 137,380
Extraordinary gain - extinguishment of debt $ 329,279
------------
Net income $ 466,659
============
</TABLE>
See accompanying note.
2
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Exhibit 1
MERIDIAN NATIONAL CORPORATION
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
TWO MONTHS ENDED JULY 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
Balance at May 31, 1996 $ 1,072,919
Net income 466,659
Cash dividends of preferred stock (9,041)
Other 75
-----------
Balance at July 31, 1996 $ 1,530,612
===========
</TABLE>
See accompanying note.
3
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Exhibit 1
Meridian National Corporation
Note to Condensed Financial Statements
(Unaudited)
The accompanying condensed financial statements of Meridian National
Corporation are unaudited but, in the opinion of management, reflect all
adjustments (including only normal recurring accruals) necessary to present
fairly such information for the periods and at the dates indicated. The results
of operations for the two months ended July 31, 1996 may not be indicative of
the results of operations for the year ending February 29, 1997. As contemplated
by the Securities and Exchange Commission under Article 10 of Regulation S-X,
the accompanying condensed financial statements do not contain certain
information normally contained in the Company's annual financial statements and
notes thereto.
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