NEWS RELEASE Contact: Steven R. Lind
FOR IMMEDIATE RELEASE President
--------------------- (319) 268-0473
TOP AIR ANNOUNCES PLAN TO LIQUIDATE
November 29, 2000 - Top Air Manufacturing, Inc. (Amex:TPC) today announced that
it planned to liquidate the assets of the Company, citing the recent rejection
by its bank lender of a proposed plan to restructure as necessitating this
action.
The Company stated that a group of potential investors, including
certain members of its Board, had submitted a proposal to the Company's bank
lender that contemplated, among other things, the infusion by the investor group
of a significant amount of cash into the Company, conditioned upon and in
connection with a proposed restructuring of the Company that would have included
the write-down by the bank lender of a portion of the current indebtedness of
the Company to the bank lender. The Bank advised the Company that the proposed
restructure plan was not acceptable to it and of its insistence on the
liquidation of the Company.
The Top Air Board concluded that the Company had explored and exhausted
all known possibilities of restructuring its capitalization and long-term debt,
and, given the position of its bank lender, the liquidation of the assets of the
Company represented the best means of preserving the assets of the Company for
the benefit of its creditors. It is not expected that any of the liquidation
proceeds would be available for distribution to the shareholders of the Company.
The Company intends to continue to work with its bank lender to implement an
orderly plan of liquidation being developed by the Company and the Bank, which
could include the sale of all or substantially all of the assets of the Company
to a third party purchaser. The Company has been advised that a third party has
made such a proposal to the Bank.
Steven R. Lind, President and Chief Executive Officer of the Company
stated "I was surprised and disappointed by the Bank's rejection of the
investment group's restructure proposal, which was developed in consultation
with consultants retained at the request of the Bank, particularly in view of
the Company's improved operating performance over the past several months
leading into what has historically been the most productive period for the
Company to generate revenue and profitability. We are hopeful that the Company's
business can continue to be carried on by a third party purchaser."
This news release contains forward-looking statements, including
statements as to the beliefs and opinions of management and the future
operational status of the Company. These forward-looking statements are based on
current expectations and assumptions and involve risks and uncertainties that
could cause the Company's actual condition or continued operation to differ
materially. The Company does not undertake any obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Top Air Manufacturing, Inc. is a leading manufacturer of high quality
agricultural equipment. The Company trades on the American Stock Exchange under
the trading symbol TPC.
