<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 Sec. 240.14a-11(c) or Sec. 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 15, 1996
TO OUR STOCKHOLDERS:
The Annual Meeting of the Stockholders of Top Air Manufacturing, Inc., an
Iowa corporation, will be held at the Holiday Inn, Cedar Falls, Iowa, at 1
p.m. local time on Tuesday, October 15, 1996, 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 19, 1996 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, 1996,
accompanies this notice.
By Order of the Board of Directors,
/s/ Steven F. Bahlmann
-------------------------------------
Steven F. Bahlmann, Secretary
Parkersburg, Iowa
September 16, 1996
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 Holiday Inn, Cedar Falls, Iowa,
at 1 p.m. local time on Tuesday, October 15, 1996, 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 16, 1996.
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 19, 1996 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
(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.
1
<PAGE> 4
VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
On August 19, 1996, there were outstanding 4,013,765 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 19, 1996, 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> 48.58%
Dennis W. Dudley, Trustees
under Amended and Restated
Voting Trust Agreement
dated 9/15/92
9387 Dielman Industrial Dr.
St. Louis, MO 63132
Wayne C. Dudley 772,950<F2> 19.26%
21498 Highway 20
Parkersburg, IA 50665
2
<PAGE> 5
Robert J. Freeman 301,916<F2> 7.52%
5755 Dupree Drive
Suite 110
Atlanta, GA 30327
S. Lee Kling 271,916<F2> 6.77%
1401 S. Brentwood Blvd.
St. Louis, MO 63144
Franklin A. Jacobs 301,916<F2> 7.52%
9387 Dielman
Industrial Drive
St. Louis, MO 63132
All Directors and Executive 2,086,161 51.98%
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,
5755 Dupree Drive, Suite 110, Atlanta, GA 30327. 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 (34) President, Chief 1988 37,665 <F1>
406 Highway 20 Executive Officer, 0.94%
Parkersburg, IA 50665 and Director
Wayne C. Dudley (65) Director 1981 772,950 <F2><F3><F5>
21498 Highway 20 (Inception) 19.26%
Parkersburg, IA 50665
Dennis W. Dudley (44) Director 1981 54,097 <F2><F3><F4><F5>
R.R.1 (Inception) 1.35%
Parkersburg, IA 50665
Robert J. Freeman (68) Director 1990 301,916 <F3><F5>
5755 Dupree Drive 7.52%
Suite 110
Atlanta, GA 30327
Franklin A. Jacobs (63) Director 1990 301,916 <F3><F5>
9387 Dielman 7.52%
Industrial Drive
St. Louis, MO 63132
Sanford W. Weiss (63) Director 1990 131,994 <F3><F5>
1209 Washington Ave. 3.29%
St. Louis, MO 63103
S. Lee Kling (67) Director 1990 271,916 <F3><F5>
1401 S. Brentwood Blvd. 6.77%
St. Louis, MO 63144
<FN>
- ----------------------------
<F1> Includes options to purchase 21,665 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.
<F5> Includes options to purchase 1,666 shares (currently or within 60 days
of the date of this proxy statement).
</TABLE>
4
<PAGE> 7
Set forth below are descriptions of the backgrounds of the 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 18 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 17 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, 1996, the Board of Directors
held four regular meetings and one special meeting. 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.
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 1996.
<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, 1996 $64,762 $20,500 -- -- 10,000 -- $2,087 <F1>
President and Chief
Executive Officer 1995 $58,896 $17,700 -- -- 12,500 -- $1,985
1994 $56,458 $17,100 -- -- 10,000 -- $1,202
<FN>
- ------------------------------
<F1> Includes a contribution of $2,044 in 1996 to the 401(k) Plan by the
Company on behalf of Mr. Lind. Also includes premiums in the amount of $43
paid by the Company in 1996 for term life insurance.
</TABLE>
6
<PAGE> 9
STOCK OPTIONS
The following table sets forth certain information concerning stock options
granted under the Company's 1993 Stock Option Plan during fiscal 1996 to the
Chief Executive Officer of the Company:
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
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 7,500<F1> 11.2% $1.28 1/23/06
2,500<F1> 3.7% $1.22 10/17/05
<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>
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, 1996. 1,000 stock options were exercised during
fiscal 1996.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
Number of Unexercised Value of Unexercised In-
Shares Options/SARs at the-Money Options/SARs at
Acquired Value May 31, 1996 May 31, 1996
on Exercise Realized (Exercisable/Unexercisable) Exercisable/Unexercisable
Name (shares) (dollars) (shares) (dollars)
---- ----------- --------- --------------------------- -------------------------
<S> <C> <C> <C> <C>
Steven R. Lind 1,000 527 20,832/21,668 $12,998/$6,877
</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 $65,000 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 $32,500 at present.
7
<PAGE> 10
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, 1996 was $36,172.
RELATIONSHIP WITH INDEPENDENT AUDITORS
McGladrey & Pullen, LLP, was the Company's independent auditor for the fiscal
year ended May 31, 1996. 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, 1997. Representatives of McGladrey & Pullen, LLP, are not expected to
be present at the annual meeting.
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 1997 ANNUAL MEETING
Proposals of Stockholders to be presented at the Company's 1997 Annual
Stockholders' Meeting must be received at the Company's offices no later than
May 22, 1997, for inclusion in the agenda for the 1997 Annual Meeting.
By Order of the Board of Directors,
/s/ Steven F. Bahlmann
--------------------------------------
Steven F. Bahlmann, Secretary
Parkersburg, Iowa
September 16, 1996
8
