<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
FILED DECEMBER 1, 1995
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 17, 1995
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
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired - Gary Indiana Steel
Processing Facility of Doolan Industries, Inc.
Index to Financial Statements F - 1
Audited Financial Statements
Report of Independent Public Accountants F - 2
Statement of Assets to be Sold as of December 31, 1994 F - 3
Statements of Revenues and Certain Expenses for
years ended December 31, 1994 and 1993 F - 4
Notes to Financial Statements F - 5
Unaudited Financial Statements
Statement of Assets to be Sold as of September 30, 1995 F - 8
Statement of Revenues and Certain Expenses for
the nine months ended September 30, 1995 F - 9
Notes to Financial Statements as of September 30, 1995 F -10
(b) Pro Forma Financial Information
2
<PAGE> 3
MERIDIAN NATIONAL CORPORATION
Unaudited Pro Forma Condensed
Consolidated Financial Information
On November 17, 1995, Ottawa River Steel Co. ("Ottawa"), a wholly-owned
subsidiary of Meridian National Corporation ("MNC"), purchased from Doolan
Industries, Inc. ("Doolan") all of the business and assets, including inventory,
supplies and fixed assets, of Doolan's steel processing business located in
Gary, Indiana (the "Acquired Business"). Ottawa intends to continue such use of
the acquired assets. The final purchase price amounted to $2,499,000. The
sources of the funds used in making the acquisition were (i) an $800,000 loan
from Finova Capital Corporation secured by a security interest in certain
equipment included in the acquired assets, (ii) $900,000 from USL Capital
Corporation pursuant to a sale and leaseback arrangement involving certain other
equipment included in the acquired assets, and (iii) the remainder borrowed
pursuant to MNC's revolving credit facility with National Canada Finance Corp.
The following unaudited pro forma financial information relates to the Acquired
Business. A pro forma condensed consolidated balance sheet is not included
herein as the transaction is already reflected in MNC's unaudited condensed
consolidated balance sheet as of November 30, 1995, as set forth in the Report
on Form 10-Q for the period ended November 30, 1995 previously filed with the
Securities and Exchange Commission. The pro forma condensed consolidated
statements of operations give effect to the acquisition of the Acquired Business
by MNC assuming the transaction was consummated as of March 1, 1994, the
beginning of MNC's most recently completed fiscal year. Included in the
statement of operations for the most recently completed fiscal year is MNC's
fiscal year ended February 28, 1995 and the Acquired Business' calendar year
ended December 31, 1994. The statement of operations for the most recent nine
month period includes MNC's nine months ended November 30, 1995 and the Acquired
Business' nine months ended September 30, 1995.
The pro forma adjustments to the pro forma condensed consolidated statements of
operations are described in the accompanying notes. This pro forma financial
information should be read in conjunction with MNC's consolidated financial
statements and notes set forth in the Report on Form 10-K for the year ended
February 28, 1995 and the Report on Form 10-Q for the period ended November 30,
1995. The pro forma condensed consolidated financial information is not
necessarily indicative of the actual results that would have occurred had the
transaction been consummated March 1, 1994 or of the future results of
operations which will be obtained by MNC as a result of the acquisition.
3
<PAGE> 4
MERIDIAN NATIONAL CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Historial
--------------------------------------------
MNC Acquired Business
Year Ended Year Ended
February 28, December 31, Pro Forma
1995 1994 Adjustments Pro Forma
-------------------- ------------------- ------------------- --------------------
(see Note 2)
<S> <C> <C> <C> <C>
Net sales $ 53,238,574 $ 11,522,000 $ 64,760,574
Costs of sales 45,191,979 10,623,000 $ (70,000) 55,744,979
---------------- --------------- ---------------- ----------------
Gross margin 8,046,595 899,000 70,000 9,015,595
Other costs and expenses:
Selling, general and
administrative 5,986,857 532,000 48,000 6,566,857
Interest expense 1,086,587 389,000 1,475,587
Write-down of noncurrent assets 2,285,548 2,285,548
Miscellaneous - net 15,245 15,245
---------------- --------------- ---------------- ----------------
9,374,237 532,000 437,000 10,343,237
---------------- --------------- ---------------- ----------------
Income (loss) before income taxes
an extraordinary gain (1,327,642) 367,000 (367,000) (1,327,642)
Provision for federal income
taxes - current 25,000 - - 25,000
---------------- --------------- ---------------- ----------------
Income (loss) before extraordinary
gain $ (1,352,642) $ 367,000 $ (367,000) $ (1,352,642)
================ =============== ================ ================
Loss before extraordinary gain per
common and common equivalent share ($0.61) ($0.61)
======= =======
Weighted average common shares
outstanding 2,423,864 2,423,864
========= =========
</TABLE>
See accompanying notes.
4
<PAGE> 5
MERIDIAN NATIONAL CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Historical
--------------------------------------------
MNC Acquired Business
Nine months Nine months
ended ended
November 30, September 30, Pro Forma
1995 1995 Adjustments Pro Forma
-------------------- ------------------- ------------------- --------------------
(see Note 2)
<S> <C> <C> <C> <C>
Net sales $ 42,486,337 $ 10,020,000 $ 52,506,337
Costs of sales 37,512,259 9,182,000 $ (31,000) 46,663,259
---------------- --------------- ---------------- ----------------
Gross margin 4,974,078 838,000 31,000 5,843,078
Other costs and expenses:
Selling, general and
administrative 4,627,828 403,000 36,000 5,066,828
Interest expense 1,100,514 292,000 1,392,514
Miscellaneous - net (133,629) (133,629)
----------------
--------------- ---------------- ----------------
5,594,713 403,000 328,000 6,325,713
---------------- --------------- ---------------- ----------------
Income (loss) before income
taxes and extraordinary gain (620,635) 435,000 (297,000) (482,635)
Provision for federal income
taxes - current - - - -
---------------- --------------- ---------------- ----------------
Income (loss) before
extraordinary gain $ (620,635) $ 435,000 $ (297,000) $ (482,635)
================ =============== ================ ================
Loss before extraordinary
gain per common and common
equivalent share ($0.26) ($0.22)
======= =======
Weighted average common
shares outstanding 2,639,576 2,639,576
========== ==========
</TABLE>
See accompanying notes.
5
<PAGE> 6
MERIDIAN NATIONAL CORPORATION
Notes to Pro Forma Condensed Consolidated Statement of Operations
(Unaudited)
Note 1
The operating results of the Acquired Business have been extracted from the
financial statements and notes thereto provided by Doolan for its Gary, Indiana
steel processing facility included in Item 7.(a). Such statements include all
revenues and expenses of the Acquired Business, except for interest, income
taxes and corporate allocated overhead and administrative expenses.
Note 2
The following pro forma adjustments have been made to reflect the acquisition of
the Acquired Business as if it had been consummated on March 1, 1994.
a. Reduction of depreciation expense based on MNC's acquisition cost and
the use of 150% declining balance method over a useful life of fifteen
years.
b. Record estimated additional overhead and administrative expenses.
c. Record interest expense resulting from the debt incurred to
finance the acquisition and to provide working capital.
6
<PAGE> 7
(c) Exhibits
(2) The Asset Purchase Agreement relating to the acquisition
described in Item 2 was attached as Exhibit 1 to the
original Form 8-K filed on December 1, 1995. Pursuant to
Item 601(b)(2) of Regulation S-K, the schedules and
exhibits to such Agreement were omitted. The Registrant
will furnish supplementally a copy of any such schedule or
exhibit to the Commission upon request.
(23) Consent of Independent Public Accountants
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities and 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: February 1, 1996 By:/S/Joseph Klobuchar
____________________________
Joseph Klobuchar
Vice President, Finance
8
<PAGE> 9
GARY INDIANA STEEL PROCESSING FACILITY
-------------------------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
Page
----
DECEMBER 31,1994 AND FOR THE YEARS ENDED DECEMBER 31,
1994 AND 1993:
Report of Independent Public Accountants F- 2
Statement of Assets To Be Sold F- 3
Statements of Revenues and Certain Expenses F- 4
Notes to Financial Statements F- 5
SEPTEMBER 30,1995 AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30,1993 (UNAUDITED):
Statement of Assets To Be Sold F- 8
Statement of Revenues and Certain Expenses F- 9
Notes to Financial Statements F-10
F-1
<PAGE> 10
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Doolan Industries, Inc.:
We have audited the accompanying statement of assets to be sold of the
Gary Indiana Steel Processing Facility, including a Memphis, Tennessee
sales office, (the Gary Facility) (see Note 1) of Doolan Industries,
Inc. (a Delaware corporation) as of December 31, 1994, and the
statements of revenues and certain expenses for the years ended
December 31, 1994 and 1993. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
The statement of assets to be sold has been prepared pursuant to the
Letter of Intent described in Note 1 between Doolan Industries, Inc.
and Meridian National Corporation dated May 23, 1995, and is not
intended to be a complete presentation of Doolan Industries, Inc. or
the Gary Facility assets and liabilities. The statements of revenues
and certain expenses were prepared for the purpose of complying with
the rules and regulations of the Securities and Exchange Commission
(for inclusion in a Form 8-K of Meridian National Corporation) as
described in Note 1 and is not intended to be a complete presentation
of the Gary Facility's revenues and expenses.
In our opinion, the statements referred to above present fairly, in all
material respects, the assets to be sold as of December 31, 1994, and
the summary of revenues and certain expenses for the years ended
December 31, 1994 and 1993, of the Gary Facility, in conformity with
generally accepted accounting principles.
/s/ Arthur Anderson LLP
----------------------
Arthur Anderson LLP
Philadelphia, Pa.
June 9, 1995
F-2
<PAGE> 11
GARY INDIANA STEEL PROCESSING FACILITY
--------------------------------------
STATEMENT OF ASSETS TO BE SOLD
------------------------------
DECEMBER 31, 1994
-----------------
CURRENT ASSETS:
Inventories $ 2,046,231
-----------
PROPERTY, PLANT AND EQUIPMENT, at cost
Machinery and equipment 2,541,599
Furniture and fixtures 43,635
Leasehold improvements 699,437
----------
3,284,671
Less-Accumulated depreciation and
amortization (2,070,431)
----------
1,214,240
----------
TOTAL ASSETS TO BE SOLD $3,260,471
----------
The accompanying notes are an integral part of this statement.
F-3
<PAGE> 12
GARY INDIANA STEEL PROCESSING FACILITY
--------------------------------------
STATEMENTS OF REVENUES AND CERTAIN EXPENSES
-------------------------------------------
For the Years Ended
December 31
-------------------
1994 1993
---- ----
NET SALES $ 10,641,000 $ 9,898,000
------------ -----------
OPERATING EXPENSES:
Cost of sales 9,812,000 9,090,000
Selling, general and administrative
expenses 518,000 541,000
------------ -----------
10,330,000 9,631,000
------------ -----------
OPERATING INCOME BEFORE CORPORATE
OVERHEAD, INTEREST AND INCOME TAXES $ 311,000 $ 267,000
------------ -----------
The accompanying notes are an integral part of these statements.
F-4
<PAGE> 13
GARY INDIANA STEEL PROCESSING FACILITY
--------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1994
-----------------
1. BACKGROUND:
The Gary Indiana Steel Processing Facility, including a Memphis,
Tennessee sales office, (the Gary Facility) operates as part of Doolan
Industries, Inc. (Doolan). The Gary Facility is a steel service center
located in Gary, Indiana that is engaged in the stocking and processing
of light-gauge, flat-rolled prime steel products under the name of
Doolan Steel. The product lines include hot-rolled, pickled and oiled,
cold-rolled and galvanized steel coils and sheets. The sales for the
Gary Facility are serviced through sales personnel located in Gary,
Indiana; Memphis, Tennessee; Moorestown, New Jersey and Cleveland,
Ohio.
The accompanying financial Statements have been prepared from the
accounts of Doolan that reflect the operations and financial position
of the Gary Facility. The accompanying statement of assets to be sold
includes only those assets to be acquired pursuant to the Letter of
Intent between Meridian National Corporation and Doolan, and is not
intended to be a complete presentation of the assets and liabilities of
the Gary Facility. The accompanying statements of revenues and certain
expenses were prepared in accordance with the rules and regulations of
the Securities and Exchange Commission (SEC) and does not reflect a
complete accounting of the operations of the Gary Facility. In
accordance with the rules and regulations of the SEC, the statements of
revenues and certain expenses includes all revenues and expenses of the
Gary Facility except for interest, income taxes and corporate allocated
overhead and administrative expenses (see Note 5). In addition to the
sales amount included in the Gary Facility statements of revenues and
certain expenses, Doolan also has additional sales of steel products
which are direct brokerage sales from the steel supplier to the
customers. As part of the proposed sale of the operations of the Gary
Facility, Doolan will enter into non-competition agreements which will
prohibit sales in certain states which are currently served by the Gary
Facility. The following unaudited information summarizes the financial
results for the years ended December 31, 1994 and 1993, respectively,
for direct brokerage sales to customers in states which Doolan will be
prohibited from servicing after the proposed sale of the Gary Facility:
Net Sales - $881,000 (unaudited) and $2,365,000 (unaudited); Cost of
Sales - $811,000 (unaudited) and $2,176,000 (unaudited); Selling,
General and Administrative Expenses - $14,000 (unaudited) and $48,000
(unaudited) and Operating Income Before Corporate Overhead, Interest
and Income Taxes - $56,000 (unaudited) and $141,000 (unaudited). This
activity is not included in the accompanying statements of revenues and
certain expenses.
F-5
<PAGE> 14
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
INVENTORIES
- -----------
Inventories are stated at the lower of cost or market. The specific
identification method is used to identify goods in inventory and their cost is
determined using actual cost for raw materials and average actual cost for
processed goods. Market for raw materials is based on replacement costs and for
other inventory classifications on net realizable value. The majority of the
inventories are in the raw material classification as of December 31, 1994.
PROPERTY, PLANT AND EQUIPMENT
- -----------------------------
Property, plant and equipment are stated at cost. Depreciation and amortization
is based on straight-line and accelerated methods over estimated useful lives
as follows:
Machinery and equipment 5 to 15 years
Furniture and fixtures 5 to 10 years
Leasehold improvements remaining lease term
Included in cost of sales in the accompanying statements of revenues and
certain expenses is depreciation expense of $242,000 and $237,000 in 1994
and 1993, respectively.
3. LEASE COMMITMENTS:
------------------
Since the Gary Facility is not a separate legal entity, Doolan is obligated
under noncancelable operating leases for warehouse space through October 1995
and office space and equipment utilized by the Gary Facility. The 1995 minimum
rental commitment is $155,000.
Rent expense included in the statements of revenues and certain expenses was
$181,000 and $183,000 for 1994 and 1993, respectively, plus certain expenses
for common area maintenance charges.
4. BENEFIT PLANS:
-------------
The majority of the employees at the Gary Facility are covered by a
union-sponsored, collectively bargained, multiemployer pension plan.
Contributions to the multiemployer plan are determined in accordance with the
provisions of negotiated labor contracts and generally are based on the number
of hours worked. The amounts included in the statements of revenues and certain
expenses related to the multiemployer plan were $917 and $1,534 for 1994 and
1993, respectively. Based upon information provided by the multiemployer plan
administrators, Doolan has no liability for unfunded vested benefits for the
multiemployer plan.
Certain employees not covered by collective bargaining agreements are covered
under a profit-sharing plan (the Plan), sponsored by Doolan, with a Section
401(k) salary deferral provision which permits eligible participating employees
to defer up to 10% of their salaries in an investment trust. Employee
contributions are matched by Doolan at the rate of $.50
F-6
<PAGE> 15
per dollar up to 5% of the employee's salary. Doolan may make additional
contributions to the trust out of current or accumulated earnings and profits
on a pretax basis before the provisions for the contribution. An additional
contribution was made by Doolan in 1994 that was based on 3% of eligible
salaries. No additional contribution was made by Doolan in 1993. The amounts
included in the statements of revenues and certain expenses related to the Plan
was $6,310 and $3,974 for 1994 and 1993, respectively. The Plan trustees are
two Doolan officers.
5. RELATED-PARTY TRANSACTIONS:
--------------------------
As discussed in Note 1, the accompanying statements of revenues and certain
expenses are prepared in accordance with the rules and regulations of the SEC
and as a result does not include any allocation of certain corporate overhead
costs (accounting, legal, Doolan management personnel, Doolan corporate
accounting, purchasing and administrative personnel, etc.) that are incurred by
Doolan for all of its operating divisions. In addition, as required by the
rules and regulations of the SEC, the accompanying statements of revenues and
certain expenses do not include any allocation of interest or income taxes from
Doolan.
The inventory and property, plant and equipment balances included on the
statement of assets to be sold have been pledged as collateral under a
line-of-credit agreement that is in Doolan's name.
F-7
<PAGE> 16
GARY INDIANA STEEL PROCESSING FACILITY
--------------------------------------
STATEMENT OF ASSETS TO BE SOLD
------------------------------
SEPTEMBER 30, 1995
------------------
(Unaudited)
-----------
<TABLE>
<CAPTION>
CURRENT ASSETS:
Inventories $ 969,963
----------
<S> <C>
PROPERTY, PLANT AND EQUIPMENT, at cost:
Machinery and equipment 2,455,249
Furniture and fixtures 22,042
Leasehold improvements 699,437
----------
3,176,728
Less-Accumulated depreciation and
amortization (2,122,418)
----------
1,054,310
----------
TOTAL ASSETS TO BE SOLD $2,024,273
==========
</TABLE>
The accompanying notes are an integral part of this statement.
F-8
<PAGE> 17
GARY INDIANA STEEL PROCESSING FACILITY
--------------------------------------
STATEMENT OF REVENUES AND CERTAIN EXPENSES
-------------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
--------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
NET SALES $9,715,000
----------
OPERATING EXPENSES:
Cost of sales 8,921,000
Selling, general and administrative expenses 396,000
----------
9,317,000
----------
OPERATING INCOME BEFORE CORPORATE
OVERHEAD, INTEREST AND INCOME TAXES
$ 398,000
=========
</TABLE>
The accompanying notes are an integral part of this statement.
F-9
<PAGE> 18
GARY INDIANA STEEL PROCESSING FACILITY
--------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 1995
------------------
(Unaudited)
1. BACKGROUND:
-----------
The Gary Indiana Steel Processing Facility, including a Memphis, Tennessee
sales office, (the Gary Facility) operates as part of Doolan Industries, Inc.
(Doolan or the Company). The Gary Facility is a steel service center located in
Gary, Indiana that is engaged in the stocking and processing of light-gauge,
flat-rolled prime steel products under the name of Doolan Steel. The product
lines include hot-rolled, pickled and oiled, cold-rolled and galvanized steel
coils and sheets. The sales for the Gary Facility are serviced through sales
personnel located in Gary, Indiana; Memphis, Tennessee; Moorestown, New Jersey
and Cleveland, Ohio.
The accompanying financial statements have been prepared from the accounts of
Doolan that reflect the operations and financial position of the Gary Facility.
The accompanying statement of assets to be sold includes only those assets to
be acquired pursuant to the Letter of Intent between Meridian National
Corporation and Doolan, and is not intended to be a complete presentation of
the assets and liabilities of the Gary Facility. The accompanying statement of
revenues and certain expenses was prepared in accordance with the rules and
regulations of the Securities and Exchange Commission (SEC) and does not
reflect a complete accounting of the operations of the Gary Facility. In
accordance with the rules and regulations of the SEC, the statement of revenues
and certain expenses includes all revenues and expenses of the Gary Facility
except for interest, income taxes and corporate allocated overhead and
administrative expenses (see Note 3).
The financial statements, included herein, have been prepared by the Company
without audit, pursuant to the rules and regulations of the SEC. As applicable
under such regulations, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The Company believes that
the presentations and disclosures herein are adequate to make the information
not misleading and the financial statements reflect all normal adjustments
which are necessary for a fair presentation of the statement of revenues and
certain expenses for the nine months ended September 30, 1995. Operating
results for interim periods are not necessarily indicative of the results for
full years. It is suggested that these financial statements be read in
conjunction with the statement of assets to be sold as of December 31, 1994,
the statements of revenues and certain expenses for the years ended December
31, 1994 and 1993 and the related notes.
F-10
<PAGE> 19
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Inventories
- -----------
Inventories are stated at the lower of cost or market. The specific
identification method is used to identify goods in inventory and their cost is
determined using actual cost for raw materials and average actual cost for
processed goods. Market for raw materials is based on replacement costs and for
other inventory classifications on net realizable value. The majority of the
inventories are in the raw material classification as of September 30,
1995.
Property, Plant and Equipment
- -----------------------------
Property, plant and equipment are stated at cost. Depreciation and amortization
is based on straight-line and accelerated methods over estimated useful
lives as follows:
Machinery and equipment 5 to 15 years
Furniture and fixtures 5 to 10 years
Leasehold improvements remaining lease term
3. RELATED-PARTY TRANSACTIONS:
---------------------------
As discussed in Note 1, the accompanying statement of revenues and certain
expenses was prepared in accordance with the rules and regulations of the SEC
and as a result does not include any allocation of certain corporate overhead
costs (accounting, legal, Doolan management personnel, Doolan corporate
accounting, purchasing and administrative personnel, etc.) that are incurred by
Doolan for all of its operating divisions. In addition, as required by the
rules and regulations of the SEC, the accompanying statement of revenues and
certain expenses does not include any allocation of interest or income
taxes from Doolan.
The inventory and property, plant and equipment balances included on the
statement of assets to be sold have been pledged as collateral under a
line-of-credit agreement that is in Doolan's name.
4. ADDITIONAL FINANCIAL INFORMATION:
---------------------------------
In addition to the sales amount included in the Gary Facility statement of
revenues and certain expenses, Doolan also has additional sales of steel
products which are direct brokerage sales from the steel supplier to the
customers. As part of the proposed sale of the operations of the Gary Facility,
Doolan will enter into non-competition agreements which will prohibit sales in
certain states which are currently served by the Gary Facility. The following
information summarizes the financial results for direct brokerage sales to
customers in states which Doolan will be prohibited from servicing after the
proposed sale of the Gary Facility: Net Sales - $305,000; Cost of Sales -
$261,000; Selling, General and Administrative Expenses - $7,000 and Operating
Income Before Corporate Overhead, Interest and Income Taxes - $37,000. This
activity is not included in the unaudited information included in the
accompanying statement of revenues and certain expenses.
F-11
<PAGE> 1
ARTHUR ANDERSEN LLP Exhibit 23
----------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Meridian National Corporation:
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 8-K/A Amendment No. 1 into the Meridian
National Corporation's previously filed Amendment No. 3 to the Registration
Statement on Form S-3 (File No. 33-83590) and Registration Statement on Form S-8
(File No. 33-72256).
/S/Arthur Andersen LLP
Philadelphia, Pa.,
February 1, 1996
