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: December 15, 2000
TOP AIR MANUFACTURING, INC.
(Exact Name of Registrant as Specified in Its Charter)
Iowa
(State or Other Jurisdiction of Incorporation)
0-10571 42-1155462
(Commission File Number) (I.R.S. Employer Identification No.)
317 Savannah Park Road, Cedar Falls, Iowa 50613
(Address of Principal Executive Offices) (Zip Code)
(319) 268-0473
(Registrant's Telephone Number, Including Area Code)
---------------------
<PAGE>
Item 5. Other Events.
Pursuant to an agreement reached by Top Air Manufacturing, Inc. (the
"Company") with its secured bank lender (the "Bank"), the Company has
transferred all of its remaining assets to the Bank.
As previously reported, all operations of the Company ceased following
actions taken by the Bank resulting in the inability of the Company to utilize
its internally generated cash to fund its operations. Under the circumstances,
it was determined that the orderly liquidation of the Company was in the best
interest of the Company's creditors and shareholders. The turnover of the
Company's assets, which secured the Company's indebtedness to the Bank, was in
furtherance of the Company's objective to provide for an orderly liquidation of
its assets.
The Company does not believe that the proceeds from the liquidation of
its assets, substantially all of which collateralizes the Company's indebtedness
to the Bank, will be sufficient to satisfy its indebtedness to the Bank.
Accordingly, the Company has concluded that there will not be any liquidation
proceeds available for distribution to the holders of the Company's Common
Stock. Therefore, the Company believes its Common Stock is without value.
On December 14, 2000, the Company issued a press release announcing
that the American Stock Exchange (the "AMEX") has filed an application with the
Securities and Exchange Commission to "strike the Company's Common Stock from
listing and registration on the Exchange." The Company has informed the AMEX
that it does not intend to appeal the determination of the AMEX to delist the
Company's Common Stock. A copy of the December 14th press release issued by the
Company is attached as an exhibit hereto.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release issued by the Company on December 14, 2000.
<PAGE>
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: December 15, 2000
TOP AIR MANUFACTURING, INC.
By: /s/ Steven R. Lind
----------------------------------------
Steven R. Lind
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release issued by the Company on December 14, 2000.
