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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Meridian National Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
________________________________________________________________________________
(Title of Class of Securities)
_______________________________________________________________
(CUSIP Number)
James L. Rosino, Vice President - Finance and Corporate Secretary
Meridian National Corporation, 805 Chicago Street, Toledo, Ohio 43611
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 1, 1999
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO.
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Berman Family, LLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Michigan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
3,570,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,570,00
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
45%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO.
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MNP Executive Holdings, LLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Michigan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
210,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
210,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO.
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig L. Stormer, Declaration of Trust dated 7/25/95
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Michigan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
210,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
210,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO.
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas R. Klein, Declaration of Trust dated 3/6/97
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Michigan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
210,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
210,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
ITEM 1
SECURITY AND ISSUER
-------------------
The title of the class of equity securities to which this statement relates
is: Common Stock, $.01 par value per share.
The name and address of the principal executive offices of the issuer of
such securities is: Meridian National Corporation, 805 Chicago, Street, Toledo,
Ohio 43611 (the "Issuer").
ITEM 2
IDENTITY AND BACKGROUND
-----------------------
(a) This Statement is being filed by a group (the "Berman Group"), on
behalf of all members of the Berman Group, in accordance with Rule 13d-1(k).
The names of the persons filing this Statement are as follows:
(1) The Berman Family, LLC
(2) MNP Executive Holdings, LLC
(3) Craig L. Stormer, Declaration of Trust
dated 7/25/95
(4) Thomas R. Klein, Declaration of Trust
dated 3/6/97
The Berman Family, LLC is controlled by Larry Berman, who is presently a
director of the Issuer. Larry Berman is also a member of MNP Executive
Holdings, LLC, the Chief Executive Officer, President and majority shareholder
of MNP Corporation, a Michigan corporation ("MNP") which is not a reporting
company under the Securities Act of 1934, as amended. The members of MNP
Executive Holdings, LLC and the trustees of the two trusts are management
employees of MNP. MNP presently owns 280,581 shares of the Issuer's Common
Stock, and Larry Berman has options to purchase 17,500 shares of the Issuer's
Common Stock which are exercisable currently. Thus, the percentage ownership of
the Berman Group, together with present holdings of affiliates, constitutes
approximately 57% of the Company's outstanding and issued Common Stock.
(b) The Berman Family, LLC and MNP Executive Holdings, LLC are limited
liability companies formed under the laws of the State of Michigan. The Craig
L. Stormer, Declaration of Trust dated 7/25/95 and the Thomas R. Klein,
Declaration of Trust dated 3/6/97 are each revocable trusts created under the
laws of the State of Michigan. The address of the principal business and office
of each person filing this Statement is: 44225 Utica Road, Utica, Michigan
48318.
<PAGE>
(c) The principal businesses of the persons filing this Statement are as
follows:
(1) The Berman Family, LLC: Investment
(2) MNP Executive Holdings, LLC: Investment
(3) Craig L. Stormer, Declaration of Trust dated 7/25/95: Revocable
Trust
(4) Thomas R. Klein, Declaration of Trust dated 3/6/97: Revocable
Trust
(d) None of the persons filing this statement, and none of their
respective members, managers, settlors or trustees, and none of the person or
persons controlling the same, has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the persons filing this statement, and none of their
respective members, managers, settlors or trustees, and none of the person or
persons controlling the same, were, during the last five years, a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws on finding any violation
with respect to such laws.
ITEM 3
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
The source and the amount of funds or other consideration used in making
the purchase were as follows:
Each of the reporting persons acquired the Issuer's Common Stock with funds
borrowed from MNP Corporation.
ITEM 4
PURPOSE OF THE TRANSACTION
--------------------------
The Berman Group purchased the Issuer's Common Stock as an investment.
Larry Berman also controls MNP, which is engaged in the automotive fastener
business. As part of the purchase of the Issuer's Common Stock, MNP made loans
in the amount of $1.5 million to the Issuer and has agreed that it may, in its
sole discretion, make additional loans up to $1.5 million to the Issuer.
As noted above, Larry Berman is presently a director of the Issuer. The
Berman Group has not requested the resignations of the other directors or of any
of the Issuer's officers at this time. The Berman Group has no present
intention to acquire additional shares of the Issuer's Common Stock, and has no
present intention to terminate the registration of the Issuer's securities
pursuant
-2-
<PAGE>
to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
ITEM 5
INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
Prior to this issuance, the Issuer had 3,717,540 shares of its Common Stock
issued and outstanding, and, giving effect to the issuance, has 7,917,540 shares
issued and outstanding. The aggregate number and percentage of the Issuer's
Common Stock owned by the Berman Group after September 1, 1999 is as follows:
<TABLE>
<CAPTION>
Aggregate
Number Percentage
--------- ----------
<S> <C> <C>
The Berman Family, LLC 3,570,000 45%
MNP Executive Holdings, LLC 210,000 3%
Craig L. Stormer, Declaration 210,000 3%
of Trust dated 7/25/95
Thomas R. Klein, Declaration 210,000 3%
--------- --
of Trust dated 3/6/97
Berman Group Total 4,200,000 54%
</TABLE>
Additionally, MNP owns 280,581 shares of the Issuer's Common Stock and
Larry Berman has options to purchase 17,500 shares of the Issuer's Common Stock
which are exercisable currently, which, together with the shares held by the
Berman Group, constitutes 57% of the Issuer's outstanding and issued Common
Stock.
Each reporting person has the sole power to vote or to direct the vote, and
sole power to dispose or to direct the disposition, of its shares.
ITEM 6
CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
---------------------------
None.
ITEM 7
MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
7.01 Agreement as to Schedule 13D (filed herewith).
-3-
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
THE BERMAN FAMILY, LLC, a
Michigan limited liability
company
By: /s/ Larry S. Berman
------------------------
Larry S. Berman, Manager
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MNP EXECUTIVE HOLDINGS, LLC, a
Michigan limited liability
company
By: /s/ Craig L. Stormer
-------------------------
Craig L. Stormer, Member
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CRAIG L. STORMER, DECLARATION
OF TRUST DATED 7/25/95
By: /s/ Craig L. Stormer
-------------------------
Craig L. Stormer, Trustee
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
THOMAS R. KLEIN, DECLARATION
OF TRUST DATED 3/6/97
By: /s/ Thomas R. Klein
-------------------------
Thomas R. Klein, Trustee
-4-
<PAGE>
EXHIBIT INDEX
-------------
7.01 Agreement as to Schedule 13D (filed herewith).
-5-
<PAGE>
EXHIBIT 7.01
AGREEMENT
AS TO SCHEDULE 13D
------------------
By and through this Agreement, dated as of September 1, 1999, the
undersigned Buyers of Common Stock, $.01 par value, of Meridian National
Corporation, hereby agree to comply with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Securities and Exchange Commission Rule
(S) 13d-1(a) pursuant thereto, through the joint filing of a Schedule 13D. The
foregoing joint filing shall constitute a statement which is filed on behalf of
each of the undersigned Buyers.
This Agreement is entered into pursuant to Rule 13d-1(k)(1), and each of
the undersigned Buyers acknowledges and agrees that it will be filed as an
exhibit with jointly filed Schedule 13D.
IN WITNESS WHEREOF, each of the undersigned Buyers has caused this
Agreement as to Schedule 13D to be signed on its behalf by a duly authorized
representative.
BUYERS:
- ------
THE BERMAN FAMILY, LLC, MNP EXECUTIVE HOLDINGS, LLC,
a Michigan limited liability a Michigan limited liability
company company
By: /s/ Larry S. Berman By: /s/ Craig L. Stormer
------------------------- -------------------------
Larry S. Berman, Manager Craig L. Stormer, Member
CRAIG L. STORMER, DECLARATION THOMAS R. KLEIN, DECLARATION
OF TRUST DATED 7/25/95 OF TRUST DATED 3/6/95
By: /s/ Craig L. Stormer By: /s/ Thomas R. Klein
------------------------- -------------------------
Craig L. Stormer, Trustee Thomas R. Klein, Trustee
