<PAGE> 1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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) June 26, 1995
------------------------
TOP AIR MANUFACTURING, INC.
An Iowa Corporation
0-10571 42-1155462
- ------------------- -----------------
Commission File Number I.R.S. Employer
Identification No.
406 Highway 20
PARKERSBURG, IOWA 50665
Registrant's telephone number: (319) 346-1788
------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On June 26, 1995, the Registrant acquired substantially all
assets of Clay Equipment Corporation ("Clay Equipment") and assumed
certain liabilities of Clay Equipment related to the business of Clay
Equipment in exchange for 837,666 shares of the Registrant's no par
value common stock. The acquisition was effected pursuant to an Asset
Purchase Agreement dated as of April 11, 1995, as amended by amendatory
agreement dated May 5, 1995 (such Asset Purchase Agreement, as amended,
being collectively referred to herein as the "Purchase Agreement"). Of
the 837,666 shares of the Registrant's common stock issued and delivered
in connection with its acquisition of Clay Equipment, 209,366 shares
were deposited in escrow to secure certain indemnification obligations
of Clay Equipment to the Registrant pursuant to the Purchase Agreement.
The total purchase price for the assets acquired by the
Registrant was determined by arm's length negotiation and was based
upon, among other factors, (i) the current and historical financial
results of Clay Equipment, and (ii) the opportunity to relocate the
combined operations to a new, 85,000 square foot, manufacturing facility
to be financed through grants from the Federal Economic Development
Administration and the City of Cedar Falls, Iowa and leased to the
Registrant by the City of Cedar Falls (with an option to buy at the
expiration of the lease term).
Other than in connection with the acquisition contemplated by
the Purchase Agreement, neither Clay Equipment, Clay Holding, Inc. (the
parent of Clay Equipment) nor the sole shareholder of Clay Holding, Inc.
have had any material relationship with the Registrant or any of its
affiliates, any director of officer of the Registrant or any associate
of any such director of officer.
(b) The assets of Clay Equipment constituting plant, equipment and
other physical property were used by Clay Equipment prior to its
acquisition in the design, manufacture and sale of agricultural products
including a line of agricultural spreaders sold under the name of
"Better Built." The Registrant intends to continue such use and does
not intend to devote the assets to any other purpose.
As indicated above, the manufacturing facility operated by Clay
Equipment prior to the acquisition (the "Clay Facility") will be moved
to a new facility which is expected to be completed during the first
quarter of calendar 1996. The City of Cedar Falls will acquire the Clay
Facility for a total purchase price of $631,500 (which proceeds were
included in the assets acquired by the Registrant), and will enter into
a lease agreement with the Registrant for the Registrant's occupancy
thereof and the continued conduct of its manufacturing operations
therein, pending the completion of the new facility.
2
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. Financial
-------------------------------------------
statements of the businesses acquired meeting the requirements of this
Item 7 (a) have been previously reported by the Registrant in its
registration statement (the "Registration Statement") on Form S-4 (Reg.
No. 33-59211). In accordance with General Instruction B.3 and Rule 12b-2,
17 C.F.R. Section 240.12b-2, such information is not duplicated herein.
(b) Pro forma financial information. Pro forma financial
-------------------------------
information meeting the requirements of this Item 7 (b) has been
previously reported by the Registrant in its Registration Statement. In
accordance with General Instruction B.3 and Rule 12b-2, 17 C.F.R.
Section 240.12b-2, such information is not duplicated herein.
<TABLE>
(c) Exhibits. The following exhibits are filed with this report:
--------
<CAPTION>
Exhibit No. Document
- ----------- --------
<C> <S>
2.1 Asset Purchase Agreement dated June 26, 1995,
between and among Top Air Manufacturing, Inc.,
Clay Holding, Inc., and Clay Equipment
Corporation (the "Asset Purchase Agreement"),
filed as Exhibit 10(g) to the Registration
Statement, and incorporated herein by this
reference.
2.2 Amendment to Asset Purchase Agreement dated as
of May 5, 1995, filed as Exhibit 10(h) to the
Registration Statement, and incorporated herein
by this reference.
</TABLE>
3
<PAGE> 4
SIGNATURE
---------
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 thereunto duly authorized.
Date: July 5, 1995
TOP AIR MANUFACTURING, INC.
By: /s/ Steven R. Lind
----------------------------------------
Steven R. Lind
President and Chief Executive Officer
4
<PAGE> 5
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
2.1 Asset Purchase Agreement dated June 26, 1995, between and
among Top Air Manufacturing, Inc., Clay Holding, Inc., and
Clay Equipment Corporation (the "Asset Purchase Agreement"),
filed as Exhibit 10(g) to registration statement of
Registrant (the "Registration Statement") on Form S-4 (Reg.
No. 33-59211), and incorporated herein by this reference.
2.2 Amendment to Asset Purchase Agreement dated as of May 5,
1995, filed as Exhibit 10(h) to the Registration Statement,
and incorporated herein by this reference.
</TABLE>
E-1
