<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Top Air Manufacturing, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title to 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 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
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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.
[ ] 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.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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<PAGE> 2
TOP AIR MANUFACTURING, INC.
406 Highway 20
Parkersburg, Iowa 50665
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 17, 1995
TO OUR STOCKHOLDERS:
The Annual Meeting of the Stockholders of Top Air Manufacturing,
Inc., an Iowa corporation, will be held at the Civic Center,
Parkersburg, Iowa, at 1 p.m. local time on Tuesday, October 17,
1995, for the following purposes:
1. to elect a board of seven directors; and
2. to transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed August 21, 1995 as the record
date for the determination of stockholders entitled to notice of
and to vote at the meeting and any adjournment thereof. A list
of all stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of and number of
shares held by each stockholder, will be open during usual
business hours to the examination of any stockholder for any
purpose germane to the annual meeting for ten days prior to the
meeting at the office of the Company set forth above.
A copy of the annual report for the Company's fiscal year ended
May 31, 1995, accompanies this notice.
By Order of the Board of Directors,
/s/ Steven F. Bahlmann
--------------------------------------------
Steven F. Bahlmann, Secretary
Parkersburg, Iowa
September 18, 1995
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE
MARK, SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AND VOTED
AT THE MEETING ACCORDING TO YOUR WISHES. YOUR PROXY WILL NOT BE
USED IF YOU ATTEND AND VOTE AT THE MEETING IN PERSON.
<PAGE> 3
TOP AIR MANUFACTURING, INC.
406 HIGHWAY 20
PARKERSBURG, IOWA 50665
PROXY STATEMENT
---------------
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of Top
Air Manufacturing, Inc. (the "Company") to be voted at the Annual
Meeting of Stockholders of the Company to be held at the Civic
Center, Parkersburg, Iowa, at 1 p.m. local time on Tuesday,
October 17, 1995, or at any adjournment thereof. In addition to
solicitations by mail, the Company may request banks, brokers,
and other custodians, nominees, and fiduciaries to send proxy
materials to beneficial owners and to request voting
instructions. The Company may reimburse them for their expenses
in so doing. Officials and regular employees of the Company may
solicit personally or by mail, telephone, or telegraph if proxies
are not promptly received. The Company does not expect to incur
out-of-pocket expenses in soliciting proxies. The accompanying
Notice of Annual Meeting, this Proxy Statement and the enclosed
form of proxy are first being mailed or given to stockholders on
or about September 18, 1995.
REVOCATION OF PROXY
If, after sending in your proxy, you decide to vote in person or
desire to revoke your proxy for any other reason, you may do so
by notifying the Secretary of the Company in writing of such
revocation at any time prior to the voting of the proxy. An
executed proxy with a later date will also revoke a previously
furnished proxy.
RECORD DATE
Stockholders of record at the close of business on August 21,
1995 will be entitled to vote at the meeting or any adjournment
thereof.
ACTIONS TO BE TAKEN UNDER PROXY
Unless otherwise directed by the giver of the proxy, the persons
named in the enclosed form of proxy, that is, S. Lee Kling, or,
if unable or unwilling to serve, Steven R. Lind, will vote:
(A) FOR the election of the persons named herein as nominees for
directors of the Company to hold office for one year and
until their successors have been duly elected and qualified;
and
1
<PAGE> 4
(B) According to such person's judgment on the transaction of
such other business as may properly come before the meeting
or any adjournment thereof.
Should any nominee named herein for election as a director become
unavailable for any reason, it is intended that the persons named
in the proxy will vote for the election of such other person in
his stead as may be designated by the Board of Directors. The
Board of Directors is not aware of any reason that might cause
any nominee to be unavailable.
VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
On August 21, 1995, there were outstanding 4,012,099 shares of no
par value Common Stock of the Company, each of which is entitled
to one vote on all matters submitted, including the election of
directors. The vote of holders of a majority of the shares
present in person or by proxy and entitled to vote are required
to approve any resolution except that, in the election of
directors, which shall be elected by a plurality of the shares
present in person or by proxy.
For purposes of determining whether a proposal (other than for
the election of directors) has received a majority vote,
abstentions will be included in the vote totals with the result
that an abstention will have the same effect as a negative vote.
In instances where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not
returned a proxy (so-called "broker non-votes"), such shares will
not be included in the vote totals and, therefore, will have no
effect on the vote.
As of August 21, 1995, the following persons were known to the
Company individually or as a group, to be the beneficial owners,
respectively, of more than 5% of the Common Stock. Except as
otherwise noted, each person or group identified below holds sole
voting and sole investment power with respect to the shares
identified as beneficially owned.
<TABLE>
<CAPTION>
No. of Shares
Beneficially Percent
Name and Address Owned of Class
---------------- -------------- --------
<S> <C> <C>
Robert J. Freeman and 1,950,000 <F1> 48.60%
Dennis W. Dudley, Trustees
under Amended and Restated
Voting Trust Agreement
dated 9/15/92
9387 Dielman Industrial Dr.
St. Louis, MO 63132
2
<PAGE> 5
Wayne C. Dudley 771,284 <F2> 19.22%
21498 Highway 20
Parkersburg, IA 50665
Robert J. Freeman 300,250 <F2> 7.48%
990 Hammond Drive
Suite 980
Atlanta, GA 30328
S. Lee Kling 270,250 <F2> 6.74%
1401 S. Brentwood Blvd.
St. Louis, MO 63144
Franklin A. Jacobs 300,250 <F2> 7.48%
9387 Dielman
Industrial Drive
St. Louis, MO 63132
All Directors and Executive 2,045,169 50.98%
Officers as a Group
(11 persons)
<FN>
------------------------
<F1> The Amended and Restated Voting Trust Agreement (the "Voting
Trust") was adopted September 15, 1992 and terminates
January 4, 2000 or by earlier agreement. The names and
addresses of the voting trustees are: Dennis W. Dudley,
R.R. 1, Parkersburg, IA 50665, and Robert J. Freeman, 990
Hammond Drive, Suite 980, Atlanta, GA 30328. Voting power
of the shares deposited in the Voting Trust is shared
equally by the trustees. Pursuant to the Voting Trust, the
trustees are required to vote to elect Wayne C. Dudley,
Dennis W. Dudley, Robert J. Freeman, Franklin A. Jacobs, S.
Lee Kling and Sanford W. Weiss as directors.
<F2> These shares are also included in the shares listed as being
subject to the Voting Trust discussed in footnote (1).
</TABLE>
3
<PAGE> 6
PROPOSAL 1 - ELECTION OF DIRECTORS
Information About The Nominees
The following table sets forth certain information concerning the
nominees for director, each of whom is currently a director.
<TABLE>
<CAPTION>
Director or Amount & Nature of
Position Officer Beneficial Ownership
Name (Age); Address With Company Since (% of Class)
------------------- ------------ ----------- --------------------
<S> <C> <C> <C>
Steven R. Lind (33) President, Chief 1988 25,999 <F1>
406 Highway 20 Executive Officer, 0.65%
Parkersburg, IA 50665 and Director
Wayne C. Dudley (64) Director 1981 771,284 <F2><F3>
R.R. 1 (Inception) 19.22%
Aplington, IA 50604
Dennis W. Dudley (43) Director 1981 52,431 <F2><F3><F4>
R.R.1 (Inception) 1.31%
Parkersburg, IA 50665
Robert J. Freeman (67) Director 1990 300,250 <F3>
990 Hammond Drive 7.48%
Suite 980
Atlanta, GA 30328
Franklin A. Jacobs (62) Director 1990 300,250 <F3>
9387 Dielman 7.48%
Industrial Drive
St. Louis, MO 63132
Sanford W. Weiss (62) Director 1990 130,328 <F3>
1209 Washington Ave. 3.25%
St. Louis, MO 63103
S. Lee Kling (66) Director 1990 270,250 <F3>
1401 S. Brentwood Blvd. 6.74%
St. Louis, MO 63144
<FN>
------------------------
<F1> Includes options to purchase 10,999 shares (currently or
within 60 days of the date of this proxy statement).
<F2> Wayne C. Dudley is the father of Dennis W. Dudley.
<F3> These shares have been deposited in the Voting Trust
(described in footnote 1 on page 3) with the exception of
1,500 shares held by Dennis W. Dudley as custodian for his
son and daughter.
<F4> Includes 1,500 shares held by the minor children of Dennis
W. Dudley.
</TABLE>
4
<PAGE> 7
Set forth below are descriptions of the backgrounds of the
executive officers and directors of the Company.
STEVEN R. LIND has served as President of the Company since
November 1992 and was appointed Chief Executive Officer in July
1993. He also has served as a Director of the Company since
1993. Mr. Lind served as Controller of the Company from August
1988 to May 1990 and as Chief Financial Officer of the Company
from May 1990 to November 1992.
WAYNE C. DUDLEY is the founder of the Company, has served as a
Director of the Company from 1981 to the present, and served as
the Chairman of the Board and President or Chief Executive
Officer of the Company from 1981 until 1992. Mr. Dudley is
currently a member of the Executive Committee.
DENNIS W. DUDLEY has served as a Director of the Company since
1981. From 1989 until 1992, he served as President and Chief
Operating Office of the Company. Currently, Mr. Dudley is self-
employed. Prior to serving as President and Chief Operating
Officer of the Company, Mr. Dudley served as executive vice-
president from 1981 to 1989.
ROBERT J. FREEMAN has served as a Director of the Company since
1990. He has been retired for 17 years. Mr. Freeman currently
serves on the Executive Committee, the Audit Committee and the
Salary and Stock Option Committee.
FRANKLIN A. JACOBS has served as a Director of the Company since
1990. He currently serves on the Executive Committee and the
Audit Committee. Mr. Jacobs has served as Chief Executive
Officer and Chairman of the Board and a Director of Falcon
Products, Inc., a St. Louis-based commercial furniture
manufacturer, for approximately 20 years. He is also a member of
the Board of Directors of Magna Group, Inc.
SANFORD W. WEISS has served as a Director of the Company since
1990. Mr. Weiss currently serves on the Salary and Stock Option
Committee. He has been a principal owner of Weiss & Neuman Shoe
Company, an owner of retail shoe stores, for more than 16 years.
S. LEE KLING has served as a Director of the Company and Chairman
of the Board since 1990. He currently serves on the Executive
Committee and the Audit Committee. Mr. Kling served as Chairman
of the Board of Landmark Bancshares Corporation, a St. Louis-
based bank holding company, from 1974 until 1991 and served as
its chief executive officer until 1990. He also serves as
Chairman of the Board of Kling Rechter Company, a merchant
banking company, and as a Director of the following entities: E-
Systems, Inc.; Hanover Direct, Inc.; Falcon Products, Inc.;
National Beverage Co.; Bernard Chaus, Inc.; Magna Group, Inc.;
and Lewis Galoob Toys, Inc.
5
<PAGE> 8
BOARD OF DIRECTORS, COMMITTEES AND MEETINGS HELD
During the fiscal year that ended on May 31, 1995, the Board of
Directors held four regular meetings and two special meetings.
Each director attended 75% or more of the aggregate of (i) the
total number of meetings of the Board of Directors held during
the period and (ii) the total number of meetings held during the
period by all committees of the Board of Directors on which he
served, except Franklin A. Jacobs and Robert J. Freeman, each of
whom attended 67% of the Board meetings and meetings of
committees upon which they serve.
The Board of Directors has an Audit Committee, an Executive
Committee and a Salary and Stock Option Committee. The Audit
Committee and Salary and Stock Option Committee each had at least
one meeting during the fiscal year ended May 31, 1995.
The Audit Committee evaluates significant matters relating to the
audit and internal controls of the Company and reviews the scope
and results of the audits conducted by the Company's independent
public accountants.
The Salary and Stock Option Committee reviews the Company's
remuneration policies and practices, including executive
compensation, and administers the Company's stock option plans.
The Company has no standing nominating committee or other
committee performing a similar function.
COMPENSATION OF DIRECTORS AND OFFICERS
DIRECTOR COMPENSATION
For their services, the Company pays a quarterly director's fee
of $1,500 to each director except Steven R. Lind. In addition,
the Company pays to S. Lee Kling a fee of $1,000 per month for
serving as Chairman of the Board and consulting services rendered
to the Company.
EXECUTIVE COMPENSATION. The following table sets forth certain
information regarding the compensation paid to the Chief
Executive Officer. No executive officer of the Company received
compensation (annual salary and bonus) in excess of $100,000
during fiscal 1994.
6
<PAGE> 9
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------- --------------------------------
AWARDS PAYOUTS
---------------------- ---------
RESTRICTED OPTIONS/ LTIP
NAME AND OTHER ANNUAL STOCK SARS PAYOUTS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) (SHARES) (DOLLARS) COMPENSATION
------------------ ---- ------ ----- ------------ ---------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven R. Lind, 1995 $58,896 $17,700 -- -- 12,500 -- $1,985 <F1>
President and Chief
Executive Officer 1994 $56,458 $17,100 -- -- 10,000 -- $1,202
1993 $47,448 $1,575 -- -- 10,000 -- $ 981
<FN>
------------------------------
<F1> Includes a contribution of $1,893 in 1995 to the 401(k) Plan
by the Company on behalf of Mr. Lind. Also includes
premiums in the amount of $92 paid by the Company in 1995
for term life insurance.
</TABLE>
<TABLE>
STOCK OPTIONS. The following table sets forth certain
information concerning stock options granted under the Company's
1993 Stock Option Plan during fiscal 1995 to the Chief Executive
Officer of the Company:
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------------
OPTIONS/ PERCENTAGE OF TOTAL
SARS OPTIONS/SARS EXERCISE OR
GRANTED GRANTED TO EMPLOYEES BASE PRICE EXPIRATION
NAME (SHARES) IN FISCAL YEAR (DOLLARS/SHARE) DATE
---- -------- -------------------- --------------- ----------
<S> <C> <C> <C> <C>
Steven R. Lind 10,000<F1> 16.8% $0.75 1/26/05
2,500<F1> 4.2% $1.00 10/19/04
<FN>
------------------------------
<F1> Each option listed above was issued at fair market value on
date of grant and is exercisable in 33-1/3% annual
increments, beginning on the first anniversary of the date
of grant and on each anniversary thereafter. All options
listed above expire ten years from date of grant, subject
generally to earlier termination upon cessation of
employment.
</TABLE>
7
<PAGE> 10
The following table sets forth certain information
concerning the number and value of unexercised options held by
the Company's Chief Executive Officer outstanding at May 31,
1995. No stock options were exercised during fiscal 1995.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES OPTIONS/SARS AT THE-MONEY OPTIONS/SARS AT
ACQUIRED VALUE MAY 31, 1995 MAY 31, 1995
ON EXERCISE REALIZED (EXERCISABLE/UNEXERCISABLE) EXERCISABLE/UNEXERCISABLE
NAME (SHARES) (DOLLARS) (SHARES) (DOLLARS)
---- ----------- --------- --------------------------- -------------------------
<S> <C> <C> <C> <C>
Steven R. Lind N/A N/A 10,999/22,501 $1,458/$1,354
</TABLE>
EMPLOYMENT ARRANGEMENTS.
The Company has entered into an employment agreement, dated
as of November 6, 1992, with Steven R. Lind (the "Agreement").
Under the terms of the Agreement, Mr. Lind will provide services
to the Company in exchange for annual compensation of $59,000
until such time as the Agreement is terminated. In the event Mr.
Lind's employment is terminated, he would receive a one-time
payment in an amount equal to fifty percent (50%) of his annual
compensation, which would be $29,500 at present.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 1, 1991, the Company refinanced a short-term note
receivable from Wayne C. Dudley, a former Chief Executive Officer
of the Company, in the amount of $53,407. The note, as amended,
is non-interest bearing and is payable in three installments per
year through January 1, 2004. The balance of the note on May 31,
1995 was $40,672.
RELATIONSHIP WITH INDEPENDENT AUDITORS
McGladrey & Pullen, LLP, was the Company's independent auditor
for the fiscal year ended May 31, 1995. Acting upon the
recommendation of the Audit Committee, the Board of Directors has
selected McGladrey & Pullen, LLP, to serve as the Company's
independent public auditors for the fiscal year ending May 31,
1996. Representatives of McGladrey & Pullen, LLP, are not
expected to be present at the annual meeting.
8
<PAGE> 11
FINANCIAL INFORMATION
Stockholders are urged to review the Financial Statements of the
Company and the "Management Discussion and Analysis of Financial
Condition and Results of Operations," both as set forth in the
Annual Report of the Company which accompanies this Proxy
Statement and which is by this reference incorporated herein.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR 1996 ANNUAL MEETING
Proposals of Stockholders to be presented at the Company's 1996
Annual Stockholders' Meeting must be received at the Company's
offices no later than May 22, 1996, for inclusion in the agenda
for the 1996 Annual Meeting.
By Order of the Board of Directors,
/s/ Steven F. Bahlmann
-----------------------------------------
Steven F. Bahlmann, Secretary
Parkersburg, Iowa
September 18, 1995
9
<PAGE> 12
PROXY TOP AIR MANUFACTURING, INC.
----- ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 17, 1995
The undersigned hereby appoints S. Lee Kling, with full power of
substitution, or if S. Lee Kling is unable or declines to exercise such
rights hereunder, the undersigned appoints Steven R. Lind, with full power
of substitution, the true and lawful attorney and proxy of the undersigned
to vote all the shares of Common Stock, no par value, of Top Air
Manufacturing, Inc. owned by the undersigned at the Annual Meeting of
Stockholders to be held at the Civic Center, Parkersburg, Iowa, at 1:00
p.m. local time Tuesday, October 17, 1995, and at any adjournment thereof,
on the following items of business as set forth in the Notice of Annual
Meeting and Proxy Statement:
1. ELECTION OF DIRECTORS:
/ / FOR all nominees listed below (or such other person designated by
the Board of Directors to replace any unavailable nominee) to be
allocated among such nominees in his discretion
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees: Wayne C. Dudley, Dennis W. Dudley, Robert J. Freeman, Franklin A.
Jacobs, S. Lee Kling, Sanford W. Weiss and Steven R. Lind.
Instruction: To withhold authority to vote for any individual nominee,
print that nominee's name on the line provided below:
----------------------------------- --------------------------------------
(Continued on other side)
<PAGE> 13
(Continued from other side)
2. OTHER MATTERS
In his discretion with respect to the transaction of such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS AND IN THE DISCRETION OF THE
PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
DATE ------------------------------, 1995
--------------------------------------------
--------------------------------------------
Please date and sign exactly as your name appears on the envelope. In the
case of joint holders, each should sign. When signing as attorney,
executor, etc., give full title. If signer is a corporation, execute in
full corporate name by authorized officer.
