<PAGE> 1
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / 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.
<PAGE> 2
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 3
[LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------
To Our Stockholders:
The 2000 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 10, 2000, at 10:00
a.m. (local time), to consider and act on the following matters:
1. To elect five directors of the Company.
2. To ratify the appointment of Rehmann Robson, P.C. as the
Company's independent certified public accountants to audit
the Company's consolidated financial statements for the fiscal
year ending February 28, 2001.
3. 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 28,
2000 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the 2000 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 28, 2000
<PAGE> 4
[LOGO]
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
-------------
This Proxy Statement is furnished to the stockholders of Meridian
National Corporation ("Meridian National" or the "Company") for use at the
Annual Meeting of Stockholders to be held on August 10, 2000, at 10:00 a.m.
(local time), or at any adjournment or adjournments thereof, in connection with
the election of five directors of the Company and to ratify the appointment of
Rehmann Robson, P.C. as the Company's independent certified public accountants
to audit the Company's consolidated financial statements for the fiscal year
ending February 28, 2001.
The enclosed proxy is solicited on behalf of the Board of Directors
of the Company. The proxy 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 five nominees for
director and for approval of the other proposal 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, 2000.
The total outstanding voting stock of the Company, as of June 28,
2000, consisted of 7,917,552 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 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
28, 2000, are entitled to notice of, and to vote at, the Annual Meeting of
Stockholders. A majority of the outstanding shares of Common Stock 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's Annual Report on Form 10-K, which is not a part of the
proxy materials, is being mailed to all stockholders entitled to vote at the
Annual Meeting.
<PAGE> 5
ELECTION OF DIRECTORS
A Board of five directors will be elected, each to serve until the
next Annual Meeting of Stockholders and until his successor is elected and
qualified. The currently seated Board of Directors has proposed the following
slate of nominees. 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 currently seated 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, 53 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 Officer since August 1985. Mr. Feniger has been President since
March 1991.
Larry S. Berman, 59 Larry S. Berman is a majority owner of MNP
Corporation of Utica, Michigan and has served as its
Chairman of the Board of Directors and Chief
Executive Officer, or in similar positions, for more
than the past five years. MNP Corporation is
principally involved in the manufacture of
cold-formed steel fasteners for the automotive
industry. MNP Corporation and its affiliates own a
controlling interest in the Company (see Stock
Ownership of Management and Certain Beneficial Owners
- Change in Control). Mr. Berman was appointed to the
Board of Directors of the Company in June 1996.
Thomas R. Klein, 49 Thomas R. Klein has served as President, or in
similar positions, with MNP Corporation for more than
the past five years. Mr. Klein was appointed to the
Board of Directors of MNP Corporation on April 14,
2000.
Bruce P. Seguin, 49 Bruce P. Seguin has served as Vice President of the
Company's steel distribution and processing
subsidiary, Ottawa River Steel Company, since
September 1994.
Craig L. Stormer, 45 Craig L. Stormer has served as Executive Vice
President, or in similar positions, with MNP
Corporation for more than the past five years. Mr.
Stormer was appointed to the Board of Directors of
MNP Corporation on April 14, 2000. Mr. Stormer has
served as a Director of EPI Technologies, Inc., an
80%-owned subsidiary of the Company, since March
1998.
</TABLE>
2
<PAGE> 6
CERTAIN INFORMATION RELATING TO
THE BOARD OF DIRECTORS
INFORMATION REGARDING BOARD OF DIRECTORS
At the most recent annual meeting of stockholders, the stockholders
elected as directors William D. Feniger, Larry S. Berman, Wayne Gardenswartz and
Jeffrey Slade. Effective October 19, 1999, Messrs. Gardenswartz and Slade
voluntarily submitted their resignations as a result of the change in control
described hereinafter. The remaining members of the Board of Directors accepted
their resignations. Interim directors were not named to complete the terms of
Messrs. Gardenswartz and Slade. The Board of Directors has approved the
expansion of the Board to five persons, as permitted by the Company's By-Laws.
The Board of Directors held three meetings during fiscal 2000 and
took action by written consent on two occasions. All of the Board members were
present at each of the meetings. The Company has no nominating committee. The
Company's Compensation Committee administers the Company's 1990 Non-Qualified
and Incentive Stock Option Plan (the "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 executive officers of the
Company and of the operating heads of the Company's subsidiaries. Messrs.
Gardenswartz, Slade and Berman were the members of the Compensation Committee.
Subsequent to the resignations of Messrs. Gardenswartz and Slade, Mr. Berman
served alone on the Compensation Committee. As the sole member of this
committee, Mr. Berman performed his duties without the formality of a meeting.
The Company's Audit Committee selects the independent auditors (or
recommends such action to the Board of Directors), evaluates the performance of
the independent auditors and their fees for services, reviews the scope of the
annual audit with the independent auditors and the results of the audit with
management and the independent auditors, and consults with management and the
independent auditors as to the systems of internal accounting controls and other
matters. Messrs. Gardenswartz, Slade and Berman were members of the Audit
Committee. Subsequent to the resignations of Messrs. Gardenswartz and Slade, Mr.
Berman served alone on the Audit Committee. As the sole member of this
committee, Mr. Berman performed his duties without the formality of a meeting.
DIRECTORS FEES
Each director who is not an employee of the Company or one of its
subsidiaries 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 that are held
separately from directors' meetings.
3
<PAGE> 7
STOCK OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF MANAGEMENT
The following tables set forth information as of May 31, 2000 with
respect to the beneficial ownership of the Company's Common Stock by (i) each
director and nominee for director, (ii) each named executive officer and (iii)
all directors, nominees for director and executive officers of the Company as a
group. 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, 2000, of which William Feniger owns 1,334 shares.
Messrs. Berman, Klein and Stormer beneficially own 83,333 shares of the common
stock of EPI Technologies, Inc. ("EPI Technologies Common Stock"), an 80%-owned
subsidiary of the Company. The 83,333 shares represent 6.67% of the total EPI
Technologies Common Stock outstanding and are held by MNP Corporation. Unless
otherwise indicated, each director, director nominee and officer has sole voting
and investment power with respect to the shares beneficially owned.
<TABLE>
<CAPTION>
OFFICERS AND DIRECTORS
----------------------
NUMBER OF SHARES
BENEFICIALLY PERCENTAGE
NAME OF BENEFICIAL OWNER OWNED OWNERSHIP
------------------------ ----- ---------
<S> <C> <C> <C>
William D. Feniger 823,252 (1)(2)(3) 12.7%
Larry S. Berman 4,078,081 (4)(5)(6)(7) 51.4%
Thomas R. Klein 700,581 (5)(6)(8) 8.8%
Bruce P. Seguin 44,300 (9) *
Craig L. Stormer 700,581 (5)(6)(10) 8.8%
All directors, director nominees and 5,605,183 (11) 68.1%
executive officers as a group (6 persons)
</TABLE>
-----------------
*Less than 1% of the outstanding Common Stock of the Company.
(1) Includes 17,643 shares issuable upon conversion of a Convertible
Subordinated Note held by William D. Feniger.
(2) 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
children.
(3) Includes 220,000 shares issuable upon exercise of options granted under
the Stock Option Plan that are exercisable within sixty days of
May 31, 2000.
(4) Includes 3,570,000 shares held by The Berman Family, LLC, which is
controlled by Mr. Berman. See Change in Control.
(5) Includes 280,581 shares held by MNP Corporation, of which Messrs. Berman,
Klein and Stormer are shareholders and/or executive officers and
directors.
4
<PAGE> 8
(6) Includes 210,000 shares held by MNP Executive Holdings LLC, of which
Messrs. Berman, Klein and Stormer are shareholders and/or executive
officers. See Change in Control.
(7) Includes 17,500 shares issuable upon exercise of options granted under
the Directors' Plan that are exercisable within sixty days of
May 31, 2000.
(8) Includes 210,000 shares held by Thomas R. Klein, Declaration of Trust
dated March 6, 1997, which is directed by Mr. Klein. See Change in
Control.
(9) Includes 27,000 shares issuable upon exercise of options granted under the
Stock Option Plan that are exercisable within sixty days of May 31, 2000
and 5,000 shares held by Mr. Seguin as custodian for a minor relative.
(10) Includes 210,000 shares held by Craig L. Stormer, Declaration of Trust
dated July 25, 1995, which is directed by Mr. Stormer. See Change in
Control.
(11) This amount has been adjusted to eliminate any duplication of beneficial
ownership attributable to the 280,581 shares owned by MNP Corporation and
the 210,000 shares owned by MNP Executive Holding LLC.
CHANGE IN CONTROL
On September 1, 1999, a private investor group affiliated with MNP
Corporation (the "Buyers"), purchased 4.2 million previously unissued shares of
the Company's common stock for $294,000. The purchase of the common stock
represented approximately 53% of the issued and outstanding shares of the
Company's common stock. The percentage ownership of the Buyers, together with
the prior holdings of MNP Corporation (280,581 common shares), constituted 57%
of the Company's outstanding and issued common stock. A Schedule 13D was filed
by the Buyers on September 9, 1999.
The number of shares purchased by each of the Buyers, and the
resulting percentage of issued and outstanding shares of the Company's common
stock is as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENTAGE
NAME OF BENEFICIAL OWNER OWNED OWNERSHIP
------------------------ ----- ---------
<S> <C> <C>
The Berman Family, LLC 3,570,000 42.1%
MNP Executive Holdings, LLC 210,000 2.7%
Thomas R. Klein, Declaration of Trust 210,000 2.7%
dated March 6,1997
Craig L. Stormer, Declaration of Trust 210,000 2.7%
dated July 25,1995
</TABLE>
The sale of the shares 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 was fair, from a financial point of view, to the present
shareholders of the Company, taken as a whole. Each of the Buyers acquired the
shares with funds borrowed from MNP.
5
<PAGE> 9
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, Larry S. Berman, as sole remaining member of the
Company's Compensation Committee of the Board Of Directors of the Company,
submits 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 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 in relation to salaries being paid to
executive officers employed by companies in industries similar to
those in which the Company operates. In setting the salary level,
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.
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 tax limitation would apply.
6
<PAGE> 10
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 $240,000 and salary continuation for
certain periods upon death or total disability, among other provisions.
Submitted by the Compensation Committee of the Company's Board of
Directors:
Larry S. Berman
STOCKHOLDER RETURN COMPARISON
The line graph below compares the cumulative total return from
February 28, 1995 to February 29, 2000 of the Company's Common Stock against the
cumulative total return of (i) the Nasdaq Stock Market (US Companies) index and
(ii) a self-determined peer group index composed of selected public companies in
similar lines of business. The peer group index is comprised of Dynamic
Materials Corp (BOOM), ITEQ, Inc. (ITEQ), Margate Industries, Inc. (CGUL),
Metals USA, Inc., since first publicly traded in July 1997 (MUI), Miller
Building Systems, Inc. (MBSI), Olympic Steel, Inc. (ZEUS), Reliance Steel &
Aluminum Co. (RS), Ryerson Tull, Inc. (RT), Steel Technologies, Inc. (STTX), and
Zoltek Companies, Inc. (ZOLT). The graph and table assume that $100 was invested
on February 28, 1995 in the Company's Common Stock and in each index and that
all dividends were reinvested. The historical stock performance shown on the
graph is not intended to and may not be indicative of future stock performance.
<TABLE>
<CAPTION>
STOCKHOLDER RETURN PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Meridian Nasdaq Self-Determined
National U.S. Peer Group
Corporation Index Index
----------- ----- -----
<S> <C> <C> <C>
Feb-1995 $100.00 $100.00 $100.00
Feb-1996 $41.94 $139.36 $99.86
Feb-1997 $41.94 $166.28 $107.63
Feb-1998 $20.16 $227.28 $137.93
Feb-1999 $9.68 $296.01 $81.66
Feb-2000 $12.10 $604.65 $76.02
</TABLE>
7
<PAGE> 11
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 29,
2000, February 28, 1999 and February 28, 1998 for the Company's Chief Executive
Officer and other employee nominees for director.
<TABLE>
<CAPTION>
LONG-TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION COMPENSATION
------------------- ------------ ------------
OTHER RESTRICTED
NAME AND ANNUAL STOCK OPTIONS
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS (IN SHARES)
------------------ ---- ------ ----- ------------ ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
William D. Feniger
Chairman, President 2000 $228,000 (1) -- -- -- -- $4,630
and Chief Executive 1999 $230,000 (1) -- -- -- -- $3,113
Officer 1998 $240,000 -- -- -- -- $4,879
Bruce P. Seguin
Vice President of 2000 $166,400 $179,500 -- -- -- $2,500
Ottawa River Steel 1999 $166,400 $130,150 -- -- -- $1,714
Company 1998 $160,000 $105,630 -- -- -- $2,354
</TABLE>
(1) Effective May 1, 1998, Mr. Feniger voluntarily reduced his annual
salary to $228,000.
EMPLOYMENT AGREEMENTS
William D. Feniger has an employment agreement with the Company that
runs through July 31, 2002. The agreement provides for automatic renewals for an
additional 12 months upon each anniversary date of the agreement. The agreement
may be terminated as of each anniversary date, commencing July 31, 2002, 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 $240,000. Mr. Feniger voluntarily reduced his
annual salary to $228,000, effective May 1, 1998. 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> 12
OPTION GRANTS IN FISCAL 2000
There were no option grants to any employees during fiscal 2000.
OPTION EXERCISES AND FISCAL 2000 YEAR END VALUES
There were no option exercises by any employees during fiscal 2000. The
following table sets forth information with respect to unexercised options to
purchase shares of the Company's Common Stock granted under the Stock Option
Plan to the named executive officers and employee nominees for director and held
by them at February 29, 2000.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE MONEY OPTIONS
HELD AT 2/29/2000 AT 2/29/2000 (1)
----------------- ----------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William D. Feniger 220,000 40,000 (2) (2)
Bruce P. Seguin 27,000 6,000 (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 29, 2000.
(2) None of the options held by Messrs. Feniger or Seguin are
in-the-money.
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 29, 2000, the Company made a
matching contribution to the accounts of William D. Feniger and Bruce P. Seguin
in the amounts of $284 and $2,500, respectively, under the 401(k) Plan. The
Company made no discretionary contributions to the 401(k) Plan during fiscal
year ended February 29, 2000. Mr. Feniger is fully vested and Mr. Seguin is 60%
vested.
9
<PAGE> 13
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, 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. In July
1989, William D. Feniger converted his Note into a like amount of convertible
subordinated notes (the "Convertible Subordinated Note"). The Convertible
Subordinated Note payable to William D. Feniger, having a balance of $275,232 at
February 29, 2000, bears interest at a rate equal to 9% per annum. Mr. Feniger
has agreed to defer any principal payment on the Note indefinitely. 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. 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.
At the end of fiscal year 2000, William Feniger was indebted to the
Company in the amount of $115,201, which consisted of $93,400 evidenced by notes
receivable and $21,801 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%. A
second note for $6,400 was executed in November 1994 and bears interest at 6%.
The Company leases office space in Toledo, Ohio, pursuant to two separate
month-to-month lease agreements with Greenbelt Associates, a general partnership
in which Messrs. William D. Feniger and Yale M. Feniger (William D. Feniger's
father), 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. For the year ended February 29, 2000, the Company made rental
payments of $88,128 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. For the year ending February 29, 2000, the Company made
rental payments of $167,760 to Chicago Investors pursuant to the leases.
During fiscal 2000, MNP Corporation loaned the Company a total of
$3.6 million. The loans bear interest at prime plus 1% and are secured by
substantially all assets of the Company, however, all such security interests
and liens are junior and subordinate to the secured positions of the Company's
senior lender and other secured lenders. The loans are due on demand, however,
MNP Corporation, as part of a subordination agreement with the Company and its
senior lender, has agreed that while the Company has any outstanding obligations
to the senior lender, MNP Corporation will not cause the amount of loans to the
Company to be less than $1.5 million. Total interest paid or accrued during
fiscal 2000 on the loans amounted to $180,193. Additionally, the Company
purchased from MNP Corporation and subsidiaries steel products or services
amounting to $451,382 during fiscal 2000.
Management of the Company believes that the terms of each of the
foregoing transactions are at least as favorable as those that could have been
obtained from independent third parties.
An investor group led by Larry S. Berman, and including Messrs.
Klein, Stormer, Feniger and Seguin, formed a company in November 1999 to acquire
and operate a steel service center located in Toledo, Ohio. The company, Ohio
Pickling & Processing, LLC, offers pickling, oiling and slitting services for
flat-roll steel products and commenced operations in February 2000. The Company
will utilize the services provided by and is expected to be a significant
customer of Ohio Pickling & Processing. These services will be priced and paid
for as arms-length transactions according to standard industry terms. There is
no long-term contract for these services with Ohio Pickling & Processing. None
of the members of the
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investor group are employees of Ohio Pickling & Processing, and the Company
provides no administrative services to it.
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 timely made.
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RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The accounting firm of Rehmann Robson, P.C. served as the Company's
independent accountants for the fiscal year ended February 29, 2000, and has
been appointed by the Board to serve as the Company's independent accountants
for the fiscal year ending February 28, 2001. Stockholder approval of the
appointment will be requested at the Annual Meeting. A representative or
representatives of Rehmann Robson, P.C. 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.
Approval by a majority of the shares of Common Stock and Series B
preferred Stock voting as a single class, present and entitled to vote at the
Annual Meeting, is required for approval of the appointment of Rehmann Robson,
P.C.
THE DIRECTORS RECOMMEND A VOTE IN FAVOR OF THE PROPOSAL TO RATIFY
THE APPOINTMENT OF REHMANN ROBSON P.C. AS THE COMPANY'S INDEPENDENT ACCOUNTANTS,
WHICH IS DESIGNATED IN THE PROXY AS ISSUE NO. 2.
MISCELLANEOUS
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, 2001.
By Order of the Board of Directors,
[SIGNATURE]
James L. Rosino
Secretary
June 28, 2000
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<TABLE>
<S> <C> <C>
PROXY
MERIDIAN NATIONAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- AUGUST 10, 2000
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 28, 2000, at the Annual Meeting of Stockholders of Meridian
National Corporation to be held on August 10, 2000.
1. Election of Directors FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY [ ]
(EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES BELOW
William D. Feniger, Larry S. Berman, Thomas R. Klein, Bruce P. Seguin and
Craig L. Stormer
(INSTRUCTIONS: to withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
----------------------------------------------------------------------
2. Proposal to ratify the appointment of Rehmann Robson, P.C. as
independent accountants for the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting.
(Continued on the reverse side)
(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 PROPOSALS 1 AND 2.
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: , 2000
---------------------------
----------------------------------------------------------------
Signature
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Signature, if held jointly
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
</TABLE>
