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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MAY 8, 1998
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 4. CHANGES IN REGISTRANT'S INDEPENDENT ACCOUNTANT
On May 8, 1998, Ernst & Young LLP ("E&Y") resigned as the Company's
independent accountant.
The reports of E&Y on the Company's financial statements for the fiscal
years ended February 28, 1997 and February 29, 1996 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
In connection with the audits of the Company's financial statements for the
fiscal years ended February 28, 1997 and February 29, 1996, and in the period
subsequent to February 28, 1997, there were no disagreements with E&Y on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope and procedures which, if not resolved to the satisfaction of
E&Y, would have caused E&Y to make reference to the matter in their report,
except for the matter described in the following paragraph.
In the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1997, the Company restated its 1995 and 1996 financial statements
to adjust the amortization period of a capital lease. The leased asset was
being amortized over a thirty-year period as opposed to the lease term of ten
years. The restatement reduced previously reported stockholders' equity at
February 28, 1994 of $3,169,709 by $358,344. The effect of the restatement was
not material to net income (loss). The Company initially disagreed with the
capital lease restatement because management believed the transaction as
recorded in 1986 was appropriate given the related party relationship with the
lessor. E&Y believed that the thirty-year amortization period was inappropriate
and that the effect was material to the Company's stockholders' equity. E&Y
communicated this disagreement to the audit committee. E&Y has been authorized
to respond fully to inquiries of the successor accountant pertaining to this
matter.
The Company is actively seeking to engage a successor independent
accountant. The Company's Annual Report on Form 10-K for its fiscal year ended
February 28, 1998 is due to be filed with the Securities and Exchange Commission
(the "Commission") on or before May 29, 1998. Under the Commission's rules, the
Company may take one fifteen-day extension to file its 10-K on a timely basis.
Because of a change of independent accountants so close to the required filing
date of the Company's 10-K, which must include the Company's audited financial
statements for its fiscal year ended February 28, 1998, it is probable that the
Company will not be able to timely file its 10-K. Not timely filing the 10-K
will preclude the Company from using certain methods of issuing securities until
the Company has timely filed all of its
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required reports under the Securities Exchange Act of 1934 for a period of 12
months. The Company's management intends to file the 10-K as soon as is
reasonably practicable.
E&Y has agreed to cooperate fully with the successor accountant, including
allowing a review of E&Y's working papers and responding fully to inquiries from
the successor accountant.
ITEM 7. EXHIBITS
Exhibit 16 Letter from former independent accountant
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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: May 15, 1998 By: /s/ James L. Rosino
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James L. Rosino
Vice President, Finance
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Exhibit 16
May 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated May 15, 1998 of Meridian National
Corporation and are in agreement with the statements of the registrant contained
in the first, second, third, fourth and sixth paragraphs therein.
In addition, we have no basis to agree or disagree with the other statements of
the registrant contained in the fifth paragraph of Item 4 of the above
referenced filing.
/s/ Ernst & Young LLP
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