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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): June 25, 1999
MERIDIAN NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-14203 34-1470518
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(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
On June 28, 1999, Meridian National Corporation announced the signing
of an agreement for the sale of 4.2 million shares of previously unissued common
stock. The press release announcing the planned sale is attached to this Form
8-K as Exhibit 99.
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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: June 28, 1999 By: /s/ James L. Rosino
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James L. Rosino
Vice President, Finance
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EXHIBIT 99
Meridian National Corp. Announces Agreement
for Sale of 4.2 Million Shares of Common Stock
Toledo, Ohio, June 28, 1999 -- Meridian National Corporation (OTCBB:
MRCO, MRCOP) announced today the signing of a purchase agreement with a private
investor group to sell 4.2 million shares of previously unissued common stock of
Meridian for $294,000. The shares, upon issuance, will represent 53.05% of the
issued and outstanding shares of Meridian's common stock. The private investor
group is affiliated with MNP Corporation of Utica, Michigan, a privately held
company which currently holds approximately 280,000 shares of Meridian's common
stock and whose majority owner is a director of Meridian. In addition, the
purchase agreement provides for certain loans to Meridian to be made no later
than the closing date, which is expected to occur on or about September 1, 1999.
The closing is subject to certain conditions being fulfilled to the buyers'
satisfaction, including due diligence investigations and re-negotiation of
certain of Meridian's loan agreements.
Meridian recently suspended certain operations of its paint waste
recycling business (EPI Technologies, Inc.) which generated significant
operating losses and consumed significant financial resources. During the fiscal
year ended February 28, 1999, Meridian recorded restructuring charges of
approximately $2.7 million related to EPI.
Meridian, in conjunction with the support of the private investor
group, plans to focus its resources on supporting and expanding the operations
of its 25-year old Ottawa River Steel Company and its service center facilities
located in Toledo, Ohio and Detroit, Michigan. Ottawa River Steel buys and sells
carbon steel coils and provides slitting, cut-to-length and batch pickling
services for steel products. Ottawa's customers include other steel service
centers and industrial manufacturing companies, primarily in the automotive
industry.
Meridian National processes and distributes steel products and provides
commercial paint waste recycling services principally to industrial customers.
Certain statements in this release may be forward-looking statements
that involve a number of risks and uncertainties. Among the important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements are delays in product development, competitive
pressures, general economic conditions, risks of intellectual property
litigation and the risk factors detailed from time to time in the Company's
annual report on form 10-K and other material filed with the Securities and
Exchange Commission.
