-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QhAFVrUEH7Ol/Gz4OI43WLg/Rfb9MmEkZPnv4BmXGv8QUoyQ2hcLIkDLcyuhVbHm LkoU2kA31y5W+R3Z9WQKWQ== 0000910680-98-000379.txt : 19981110 0000910680-98-000379.hdr.sgml : 19981110 ACCESSION NUMBER: 0000910680-98-000379 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METRO TEL CORP CENTRAL INDEX KEY: 0000065312 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 112014231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-20976 FILM NUMBER: 98740779 BUSINESS ADDRESS: STREET 1: 250 S MILPITAS BLVD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089464600 MAIL ADDRESS: STREET 1: 500 NORTH BROADWAY STREET 2: SUITE 240 CITY: JERICHO STATE: NY ZIP: 11753 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEINER MICHAEL S CENTRAL INDEX KEY: 0001073255 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 3057544551 MAIL ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 Metro-Tel Corp. (Name of Issuer) Common Stock, par value $.025 per share (Title of class of securities) 591629-10-9 (CUSIP Number) Lloyd Frank, Esq. Parker Chapin Flattau & Klimpl, LLP 1211 Avenue of the Americas New York, New York 10036 212-704-6000 (Person Authorized to Receive Notices and Communications) November 1, 1998 (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 [ ] CUSIP No. 591629-10-9 13D Page 2 of 6 Pages 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael S. Steiner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER OF 7 SOLE VOTING POWER SHARES 2,360,477 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,360,477 PERSON 10 SHARED DISPOSITIVE POWER WITH -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 2,360,477 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.3% 14 TYPE OF REPORTING PERSON* IN CUSIP No. 591629-10-9 13D Page 3 of 6 Pages Schedule 13D Item 1. Security and Issuer This statement relates to the Common Stock of Metro-Tel Corp. ("Metro-Tel"). Metro-Tel's executive offices are located at 290 N.E. 68 Street, Miami, Florida 33138. Item 2. Identity and Background (a) This statement is filed by Michael S. Steiner ("Mr. Steiner" or the "Reporting Person"). (b) The address of the principal business office of Mr. Steiner is c/o Steiner - Atlantic Corp., 290 N.E. 68 Street, Miami, Florida 33138. (c) Mr. Steiner is President of Metro-Tel and Steiner-Atlantic Corp., 290 N.E. 68 Street, Miami, Florida 33138, a supplier of dry cleaning equipment, industrial laundry equipment and steam boilers, and a wholly-owned subsidiary of Metro-Tel. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity 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 or findings of any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration Pursuant to the Agreement of Merger among Metro-Tel, Metro-Tel Acquisition Corp. (a wholly-owned subsidiary of Metro-Tel), Steiner-Atlantic Corp. ("Steiner"), Mr. Steiner and William K. Steiner ("Merger Agreement"), the Reporting Person received 2,360,477 shares of Common Stock CUSIP No. 591629-10-9 13D Page 4 of 6 Pages of Metro-Tel in exchange for shares of Common Stock owned by the Reporting Person of Steiner. No funds were used or are to be used in connection with the Reporting Person's acquisition of such shares of Metro-Tel's Common Stock. Item 4. Purpose of Transaction The purpose of the transaction is to acquire control of Metro-Tel pursuant to the Merger Agreement described in Item 3. Pursuant to the Merger Agreement, Metro-Tel Acquisition Corp has been merged with and into Steiner, Steiner became a wholly-owned subsidiary of Metro-Tel and Mr. Steiner and William K. Steiner, the stockholders of Steiner, each received 2,360,477 shares of Common Stock of Metro-Tel (the shares issued to Mr. Steiner and William K. Steiner representing, in the aggregate, approximately 69% of the outstanding shares of Common Stock of Metro-Tel following the Merger). Except as contemplated by the Merger Agreement, the Reporting Person does not have any present plans or proposals (although the right to develop such plans or proposals is reserved) that relate to or would result in: (i) the acquisition of additional securities of Metro-Tel's shares of Common Stock or the disposition of securities of Metro-Tel; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of Metro-Tel or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of Metro-Tel or any of its subsidiaries; (iv) any change in the present board of directors or management of Metro-Tel, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of Metro-Tel; (vi) any other material change in Metro-Tel's business or corporate structure, (vii) any changes in Metro-Tel's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of Metro-Tel by any person; (viii) causing a class of securities of Metro-Tel to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) causing a class of equity securities of Metro-Tel to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer Number of Percent of Name Shares Class ---- --------- ---------- Michael S. Steiner 2,360,477 34.3% CUSIP No. 591629-10-9 13D Page 5 of 6 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. To the knowledge of the Reporting Person on the date hereof, except to the extent set forth herein or in the Exhibit herewith, the Reporting Person does not have any contracts, arrangements, understandings or relationship (legal or otherwise) with any person with respect to securities issued by Metro-Tel, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, divisions or profits or loss or the giving or withholding of proxies. A summary of the Merger Agreement is provided in Item 4 herein. Item 7. Material to be Filed as Exhibits Exhibit 1 - Merger Agreement 1 - -------- 1 Incorporated by reference to Exhibit A of Metro-Tel's definitive Proxy Statement filed on October 5, 1998 (File No. 0-9040). CUSIP No. 591629-10-9 13D Page 6 of 6 Pages SIGNATURE 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. Dated: November 6, 1998 /s/ Michael S. Steiner ----------------------- Michael S. Steiner -----END PRIVACY-ENHANCED MESSAGE-----