<PAGE>
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): SEPTEMBER 1, 1999
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>
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On September 1, 1999, the Buyers identified below (the "Buyers") purchased
4,200,000 shares of the Common Stock, $.01 par value (the "Stock"), of Meridian
National Corporation (the "Company") pursuant to a Stock Purchase Agreement
dated June 25, 1999 (the "Agreement") for $294,000.00. The purchase and sale of
the Stock represents approximately 53% of the issued and outstanding shares of
the Company's Common Stock. A Schedule 13D was filed by the Buyers on September
9, 1999.
The Agreement was unanimously approved by the disinterested directors of
the Company. The Board of Directors received an opinion from the investment
banking firm of Financial America Securities, Inc. that the transaction is fair,
from a financial point of view, to the present shareholders of the Company,
taken as a whole.
The amounts purchased by each of the Buyers, and the resulting percentage
of issued and outstanding shares of the Company's Common Stock, $.01 par value,
is as follows:
Aggregate
Number Percentage
The Berman Family, LLC 3,570,000 42.10%
MNP Executive Holdings, LLC 210,000 2.65%
Craig L. Stormer, Declaration
of Trust Dated 7/25/95 210,000 2.65%
Thomas R. Klein, Declaration
of Trust Dated 3/6/97 210,000 2.65%
Total 4,200,000 53.05%
The Berman Family, LLC is controlled by Larry Berman, who is presently a
director of the Company. Mr. Berman is the Chief Executive Officer, President
and majority shareholder of MNP Corporation, a privately held Michigan
corporation ("MNP"). The members of MNP Executive Holdings, LLC, which includes
Mr. Berman, and the trustees of the two trusts are management employees of MNP.
MNP owns 280,581 shares of the Company's Common Stock. Larry Berman has
options to purchase 17,500 shares of the Company's Common Stock, which are
exercisable currently. Mr. Berman also owns a 10% interest in MNP Executive
<PAGE>
Holdings, LLC. The percentage ownership of the Buyers, together with the present
holdings of affiliates, constitutes 57% of the Company's outstanding and issued
Common Stock.
Each of the Buyers acquired the Stock with funds borrowed from MNP.
Based on the information contained in the Schedule 13D filed by the Buyers,
there is presently no arrangement or understanding among the Buyers as to the
election of directors or other matters. Each of the Buyers has the sole power to
vote or to direct the vote, and sole power to dispose or to direct the
disposition, of its shares.
In conjunction with the purchase of the Stock , MNP made a loan in the
amount of $1.5 million to the Company, the proceeds of which were used to repay
indebtedness owing to the Company's senior lender, the National Bank of Canada
(the "Bank"). MNP, in its sole discretion, has agreed to make additional loans
up to $1.5 million to the Company. To date MNP has loaned a total of $2.6
million to the Company.
ITEM 5. OTHER EVENTS.
On September 3, 1999, the Company entered into an Amended and Restated Loan
Agreement with the Bank (the "Loan Agreement"). The Loan Agreement provides for
a $10 million revolving line of credit with interest at 3/4% above prime and a
term loan of $1,650,000 with interest at 1% above prime. Provided there are no
covenant defaults or other events of default under the Loan Agreement, the
interest rate on the revolving loan and the term loan will be reduced by 1/4% as
of August 31, 2000. The revolving loan expires in March 2002. The term loan
provides for payments of interest only through March 2000 and, thereafter,
monthly principal payments of $35,000 plus interest until fully paid in March
2004.
<PAGE>
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: September 15, 1999 By: /s/ James L. Rosino
----------------------------
James L. Rosino
Vice President, Finance
