<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential for use of the Commission only (as permitted by Rule
14a-b(e)(2))
MERIDIAN NATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
-----------------------------------------------------------------------
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:
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4) Date Filed:
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<PAGE>
[LOGO]
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------
To Our Stockholders:
The 1997 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 8, 1997, at 10:00 a.m. (local
time), to consider and act on the following matters:
1. To elect four directors of the Company.
2. 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 26, 1997 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the 1997 Annual Meeting.
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,
[SIGNATURE]
James L. Rosino
Secretary
Toledo, Ohio
June 30, 1997
<PAGE>
[LOGO]
--------
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 8, 1997, at 10:00 a.m. (local time), or at any adjournment or
adjournments thereof, in connection with the election of four directors of the
Company.
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 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 30, 1997.
The total outstanding voting stock of the Company, as of June 26, 1997,
consisted of 3,488,278 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 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 26,
1997, are entitled to notice of, and to vote at, the Annual Meeting of
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.
<PAGE>
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, 50 William D.Feniger has served as Chairman of the Board
Chairman of the Board of Directors, of Directors and Chief Executive Officer of the Company
President and Chief Executive since August 1985. Mr. Feniger has been President since
Officer March 1991.
Wayne Gardenswartz, 50 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.
Jeffrey A. Slade, 56 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.
Larry Berman, 57 Larry Berman is a majority owner of MNP Corporation of
Utica, Michigan and has served as Chairman of the Board
and President for more than the past five years.MNP
Corporation is a diversified metals fastener
manufacturing firm.Mr. Berman was appointed to the
Board of Directors of Meridian National Corporation in
June 1996.
</TABLE>
2
<PAGE>
CERTAIN INFORMATION RELATING TO
THE BOARD OF DIRECTORS
INFORMATION REGARDING BOARD OF DIRECTORS
The Board of Directors held five meetings during fiscal 1997 and took
action by written consent on eight occasions. All of the Board members were
present at each of the meetings. The Company has no nominating committee. The
Company has a Compensation Committee (the "Compensation Committee") which
administers the Company's Stock Option Plan and the Amended and Restated 1987
Non-Employee Directors' Stock Option Plan (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 Berman
are the members of the Compensation Committee. The Compensation Committee met
once during fiscal 1997. All of the members were present at each of the
meetings.
The Company recently formed an Audit Committee, the general functions of
which are selecting the independent auditors (or recommending such action to the
Board of Directors), evaluating the performance of the independent auditors and
their fees for services, reviewing the scope of the annual audit with the
independent auditors and the results of the audit with management and the
independent auditors, and consulting with management and the independent
auditors as to the systems of internal accounting controls and other matters.
Messrs. Gardenswartz, Slade and Berman are members of the Audit Committee. The
Audit Committee was formed in fiscal 1998.
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.
3
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF MANAGEMENT
The following tables set forth information, as of May 31, 1997, 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 May 31, 1997, of which William D. Feniger owns
1,334 shares.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1) PERCENTAGE OWNERSHIP
- ------------------------------- -------------------- -------------------------
<S> <C> <C>
William D. Feniger 823,252(2)(3)(4) 22.9%
Wayne Gardenswartz 27,865(5)(6) *
Jeffrey A. Slade 12,500(5) *
Larry Berman 290,581(5)(7) 8.3%
All directors and executive 1,163,598(8) 32.0%
officers as a group (5 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 17,643 shares issuable upon conversion of a Convertible
Subordinated Note and 5,500 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 80,000 shares which are exercisable currently.
(5) Includes options to purchase 25,500 shares granted to Wayne Gardenswartz,
12,500 shares granted to Jeffrey A. Slade and 10,000 shares granted to Larry
Berman under the Directors' Plan, which are exercisable currently.
(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 280,581 shares, which Mr. Berman may be deemed to beneficially own,
held by MNP Corporation, a Michigan corporation. Mr. Berman is a majority
owner of MNP Corporation and is the Chairman of the Board and President of
MNP Corporation.
(8) Includes options granted to officers and directors of the Company under the
Stock Option Plan and Directors' Plan, which are exercisable currently.
4
<PAGE>
OTHER PRINCIPAL STOCKHOLDERS
As of May 31, 1997, the following person, other than the directors and
officers of the Company (or their affiliates), is known to be a beneficial owner
of more than 5% of the outstanding shares of Common Stock:
5% Holders
<TABLE>
<CAPTION>
Name and Address of Number of Shares
Beneficial Owner Beneficially Owned Percentage Ownership
- -------------------- ------------------- -----------------------
<S> <C> <C>
George Hofmeister 272,921 7.8%
700 Highland Road
Salem, Ohio 44460
</TABLE>
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 BERMAN, 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.
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. In arriving at a decision, the Committee considers 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.
5
<PAGE>
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 no less than
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 or five years in
certain circumstances.
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.
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. In determining Mr. Feniger's compensation for fiscal 1997, the
Committee considered the financial performance of the Company for fiscal 1996,
the most recent completed fiscal year at the time the compensation for fiscal
1997 was set, and the effects of inflation on salary levels. The Committee set
Mr. Feniger's salary level to $193,325 for fiscal 1997. The Committee did not
award Mr. Feniger a bonus for fiscal 1997.
The Committee grants stock options to officers and key employees pursuant
to the Company's non-qualified and incentive stock option plan to accomplish the
incentive objections described above. In March 1997, the Committee awarded Mr.
Feniger options to acquire 200,000 shares of common stock at an exercise price
of $1.00 per share. The fair market value of the Company's Common Stock on the
date of grant was $.8125 per share.
Submitted by the Compensation Committee of the Company's Board of
Directors:
Wayne Gardenswartz Jeffrey A. Slade Larry Berman
6
<PAGE>
STOCKHOLDER RETURN COMPARISON
The line graph below compares the cumulative total return from February
29, 1992 to February 28, 1997 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 or materials industry (peer group)
listed on NASDAQ Markets, except for one company which transferred from NASDAQ
to the American Stock Exchange in fiscal 1994 and returned to NASDAQ in March
1996. The graph and table assume that $100 was invested on February 29, 1992 in
the Company's Common Stock and in each index and that all dividends were
reinvested. The Company chose the metal fabrication or materials 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 or materials 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. Companies
in the current peer group other than the Company include, Chemi Trol Chemical
Co. (CTRL), Cryenco Sciences, Inc. (CSCI), Dynamic Materials Corp. (formerly
"Explosive Fabricators, Inc.") (BOOM), General Magnaplate Corp. (GMCC), Iteq,
Inc. (ITEC) (formerly "Air Cure Environmental, Inc."), Margate Industries, Inc.
(CGUL), Miller Building Systems, Inc. (MTIK), Princeton Media Group (PMGIF)
(formerly "Denovo Corp."), Thermal Industries, Inc. (THMP) and Zoltek Companies,
Inc. (ZOLT).
STOCKHOLDER RETURN PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MERIDIAN NATIONAL CORPORATION NASDAQ STOCK MARKET (US COMPANIES) SELF-DETERMINED PEER GROUP
<S> <C> <C> <C>
Feb-92 $100.0 $100.0 $100.0
Feb-93 $22.2 $106.5 $86.3
Feb-94 $51.6 $126.0 $87.3
Feb-95 $27.6 $127.7 $81.2
Feb-96 $11.6 $178.0 $121.6
Feb-97 $11.6 $212.3 $205.0
</TABLE>
7
<PAGE>
COMPENSATION
The following table sets forth the annual and long-term compensation paid
or accrued by the Company for the three fiscal years ended February 28, 1997,
February 29, 1996 and February 28, 1995 for the Company's Chief Executive
Officer.
<TABLE>
<CAPTION>
ALL OTHER
COMPENSATION
---------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------------------- ----------------------------
NAME AND OTHER ANNUAL RESTRICTED OPTIONS (IN
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK AWARDS SHARES)
- ------------------ --------- --------- --------- ------------------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
William D. Feniger
Chairman,
President and 1997 $ 193,325 -- -- -- 200,000 $ 6,581
Chief Executive 1996 $ 185,004 -- -- -- 20,000 $ 6,501
Officer 1995 $ 175,000 $ 90,000 -- -- 20,000 $ 5,263
</TABLE>
EMPLOYMENT AGREEMENTS
William D. Feniger has an employment agreement with the Company, the
original term of which expired on April 23, 1996 but has been extended to April
23, 1998. The agreement provides for 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. 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 annual salary, effective March 1, 1996, is $193,325. The agreement
also provides that in the event of Mr. Feniger's death during the term of the
employment agreement, the current salary is to be continued by payment for three
years to Mr. Feniger's surviving spouse while she is living, otherwise to his
estate. In the event of Mr. Feniger's permanent disability, the agreement
provides for a continuation of salary for a period of 12 months, less, however,
any payments received by Mr. Feniger directly from any insurer under any
insurance policy of health or disability, the premiums for which have been paid
by the Company.
8
<PAGE>
OPTION GRANTS IN FISCAL 1997
The following table sets forth information with respect to (i) option
grants to the named executive officers during fiscal 1997 and (ii) the potential
realizable value of such options using a 5% and 10% appreciation rate.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
- ------------------------------------------------------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
OPTIONS EXERCISE APPRECIATION FOR
GRANTED TO OR BASE OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION --------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
- ----------------- --------------- ------------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
William D.
Feniger 200,000 66.67% $1.00 3/28/2006 $ 64,000 $ 222,000
</TABLE>
(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.
OPTION EXERCISES AND FISCAL 1997 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
1997, 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, 1997.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
HELD AT 2/28/97 AT 2/28/97 (1)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------- ----------------- ------------- ------------- ------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
William D.
Feniger -- -- 80,000 180,000 (2) (2)
</TABLE>
(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, 1997.
(2) None of Mr. Feniger's Options are in-the-money.
9
<PAGE>
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 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, 1997, the Company made a matching
contribution to the account of William D. Feniger in the amount of $1,609 under
the 401(k) Plan. The Company made no discretionary contributions to the 401(k)
Plan during fiscal year ended February 28, 1997. Mr. Feniger is fully vested.
INTEREST OF MANAGEMENT AND OTHERS IN
CERTAIN TRANSACTIONS
In connection with the 1985 purchase by the Company of 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
transferred to his wife). In July 1989, William D. Feniger converted his Note
into a like amount of convertible subordinated notes (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, having a
balance of $275,232 at February 28, 1997, bears interest at a rate equal to 9%
per annum. Mr. Feniger agreed to defer the principal payment on the Note to
March 1, 1998. The outstanding principal balance of the Note held by Mr. Feniger
is convertible, at his option, into Common Stock, at any time, at a conversion
price of $15.60 per share. In May 1996 the Board of Directors authorized the
issuance to Mr. Feniger of 600,000 shares of the Corporation's Common Stock in
exchange for a $300,000 reduction of the Convertible Subordinated Note held by
Mr. Feniger, which balance in May 1996 was $596,822. The Company, as of May 31,
1996, reduced the principal amount of the Convertible Subordinated due to
William D. Feniger by an additional $21,590, by way of an offset for principal
and interest due on the notes payable to the Company by Mr. Feniger as disclosed
below. The Company has agreed, at its expense, to register under the Securities
Act of 1933, on one occasion, and at the expense of the holder of such
Convertible Subordinated Note on other occasions, the Convertible Subordinated
Note and/or the underlying securities at the request of the holder thereof. The
Company has also agreed to certain "piggy-back" registration rights for the
Convertible Subordinated Note and the securities issuable on exercise thereof.
10
<PAGE>
At the end of fiscal year 1997, William Feniger was indebted to the
Company in the amount of $98,373 which consisted of $93,400 evidenced by notes
receivable and $4,973 of accrued interest on the notes. The first note, in an
original amount of $97,000, was executed in May 1994 and bears interest at 6%
and requires annual principal payments of $5,000. A second note for $6,400 was
executed in November 1994 and bears interest at 6%. At May 31, 1996, the
principal payments and interest payments due on the notes were offset by
payments owed by the Company to Mr. Feniger under the Convertible Subordinated
Note as disclosed above. The final maturities of these notes receivable will be
extended to May 31, 1998.
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 Messrs. William D. Feniger and Yale M. Feniger, a
former executive officer and shareholder of the Company, are general partners.
William D. Feniger and Yale M. Feniger own a controlling interest in the
partnership. Each lease expired on February 14, 1997 and the properties are now
leased on a month-to-month basis. During the year ended February 28, 1997, the
Company paid $101,552 to Greenbelt Associates.
The Company leases plant and office space in Toledo, Ohio for certain of
its processing and storage operations 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 own Champlain
Investors. Effective March 1, 1996, the Company entered into lease arrangements
having initial terms of two years with options to renew for three, one-year
periods. During the year ending February 28, 1997, the Company paid $178,560 to
Chicago Investors pursuant to these arrangements.
On June 1, 1995 National Metal Processing, Inc., a wholly-owned subsidiary
of the Company and MNP Corporation entered into a three-year lease pursuant to
which MNP leases space from the Company. Larry Berman, a director of the
Company, is the majority stockholder and Chairman of the Board and President of
MNP Corporation. The annual rental is $271,514. MNP Corporation has an option to
purchase the facility and property adjacent to the facility for an aggregate
purchase price of $1,600,000, which can be reduced to $1,400,000 under certain
circumstances.
Management of the Company believes that the terms of each of the foregoing
transactions are at least favorable as those that could have been obtained from
independent third parties.
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, 1997, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with except that each of
Messrs. Feniger, Gardenswartz, Slade and Berman had one late filing related to
the issuance of stock options.
11
<PAGE>
MISCELLANEOUS
A representative or representatives of the Company's independent auditors
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.
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 28, 1998.
By Order of the Board of Directors,
[SIGNATURE]
James L. Rosino
Secretary
June 30, 1997
12
<PAGE>
<TABLE>
<CAPTION>
PROXY MERIDIAN NATIONAL CORPORATION
<S> <C>
</TABLE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- AUGUST 8, 1997
The undersigned appoints each of William D. Feniger and James L. Rosino,
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 26, 1997, at the Annual Meeting of
Stockholders of Meridian National Corporation to be held on August 8, 1997.
<TABLE>
<C> <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 / /
</TABLE>
William D. Feniger, Wayne Gardenswartz, Jeffrey A. Slade and Larry Berman
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).
- --------------------------------------------------------------------------------
<TABLE>
<C> <S> <C> <C>
2. In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting.
</TABLE>
(CONTINUED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
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 PROPOSAL 1.
<TABLE>
<S> <C>
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: ------------------, 1997
----------------------------------
Signature
----------------------------------
Signature, if held jointly
</TABLE>
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
