SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Top Air Manufacturing, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
0-10571
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(CUSIP Number)
Robert H. Wexler
Gallop, Johnson & Neuman, L.C.
101 South Hanley, Suite 1600
St. Louis, Missouri 63105
Telephone: (314) 862-1200
Facsimile: (314) 862-1219
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 25, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 240.13d-1(f) or 13d-1(g), check the following
box: |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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13D Page 2 of 4 Pages
CUSIP NO. 0-10571
1. Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only).
S. Lee Kling
2. Check the Appropriate Box if a Member of a Group (a) |X| (See
Instructions) (b) |_|
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power
Shares
Beneficially 8. Shared Voting Power
475,750(1)
Owned by
Each 9. Sole Dispositive Power
Reporting 475,750
Person 10. Shared Dispositive Power
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person
475,750
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|_| (See Instructions)
13. Percent of Class Represented by Amount In Row (11)
9.28%
14. Type of Reporting Person (See Instructions)
IN
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(1) The stock beneficially owned by Mr. Kling is voted pursuant to the
terms of that certain Amended and Restated Voting Trust Agreement dated
September 15, 1992.
<PAGE>
Schedule 13D
S. Lee Kling has previously reported his acquisition of 305,350 shares
of the common stock, no par value per share (the "Top Air Common Stock"), of Top
Air Manufacturing, Inc., an Iowa corporation (the "Company"), 317 Savannah Park
Road, Cedar Falls, Iowa 50613, in an initial Schedule 13D filing, and amendments
thereto filed by each of the members of a certain Amended and Restated Voting
Trust dated September 15, 1992 (the "Voting Trust"), including Mr. Kling. On
January 25, 2000, Mr. Kling purchased from the Company a convertible
subordinated debenture due January 2005 (the "Debenture") for total
consideration of $213,000. The Debenture is immediately convertible into 170,400
shares of the Top Air Common Stock for a conversion price of $1.25 per share.
Item 1. Security and Issuer.
This statement relates to the Top Air Common Stock. The principal
executive offices of the Company are located at 317 Savannah park Road, Cedar
Falls, Iowa 50613.
Item 2. Identity and Background.
The undersigned, S. Lee Kling hereby files this Statement on Schedule
13D. Mr. Kling is a citizen of the United States and resides at 1401 S.
Brentwood Blvd., St. Louis, Missouri 63144. At the present time Mr. Kling is
Chairman of the Board of Kling Rechter & Co., a merchant banking firm. During
the last five years, Mr. Kling has not been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The consideration used by Mr. Kling to purchase the Debenture
originated from his personal funds.
Item 4. Purpose of Transaction.
The Debenture is held by Mr. Kling for investment purposes. See,
however, Item 5.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Mr. Kling beneficially owns 475,750 shares
of the Top Air Common Stock, representing 9.28% of the issued and outstanding
shares of the Top Air Common Stock. Of the 475,750 shares deemed to be
beneficially owned by Mr. Kling, 170,400 of these shares (the "Underlying
Shares") represent common stock into which the Debenture is convertible in full.
The remaining 305,350 shares of the Top Air Common Stock beneficially owned by
Mr. Kling are owned of record by the Voting Trust. Mr. Kling, as a member of the
Voting Trust, shares voting power over the 1,828,513 shares of Top Air Common
Stock currently held by the Voting Trust.
(b) Mr. Kling has dispositive power with respect to all of the 475,750
shares of the Top Air Common Stock he is deemed to beneficially own. All of the
Top Air Common Stock beneficially owned by Mr. Kling (other than the Underlying
Shares) is voted pursuant to the terms of the Voting Trust.
(c) As set forth above, on January 25, 2000, Mr. Kling purchased the
Debenture, which is convertible into a total of 170,400 shares of Top Air Common
Stock, for total consideration equaling $213,000.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Mr. Kling entered into a Securities Purchase Agreement on January 25,
2000, in which the Company agreed to sell the Debenture to Mr. Kling in exchange
for $213,000. A copy of the Securities Agreement is attached hereto as Exhibit 1
and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Securities Purchase Agreement dated January 25, 1999
between Top Air Manufacturing, Inc. and S. Lee Kling, dated
January 25, 2000.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 3, 2000
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(Date)
/s/ S. Lee Kling
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(Signature)
S. Lee Kling
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(Name and Title)
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is entered into by and
between Top Air Manufacturing, Inc., an Iowa corporation (the "Company") and
S. Lee Kling, an individual ("Buyer") this 25th day of January, 2000.
WHEREAS, in order to meet certain bank requirements, it is necessary
that the Company raise an additional $500,000 in the form of equity or
equity-like securities;
WHEREAS, given the limited amount of funds to be raised, the Board of
Directors of the Company (the "Board") has concluded that the offering of
securities by the Company be accomplished in the most efficient manner, both in
terms of time and cost requirements;
WHEREAS, consistent with this efficiency objective, the Board has
determined that the required financing be effected through the private placement
of the Company's convertible subordinated debentures due January 2005 in the
form attached hereto as Exhibit A (the "Debentures"), to be offered only to
those persons currently having a significant investment in the Company and/or
currently serving as a director or executive officer of the Company; and
WHEREAS, the Buyer, having such a relationship with the Company,
desires to purchase from the Company a Debenture in the principal amount of
$213,000;
NOW, THEREFORE, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Purchase and Sale of Debenture. Simultaneously with the execution
and delivery herewith, Buyer is purchasing from the Company, and the Company is
selling to Buyer, a Debenture in the principal amount of $213,000 against
payment of the purchase price therefor equal to the par value of the Debenture.
2. Representations, Warranties and Agreements of Buyer. The undersigned
Buyer hereby represents and warrants to, and agrees with, the Company as
follows:
(a) Buyer is an "accredited investor" as that term is defined in
Rule 501(a) as Regulation D promulgated under the Securities Act of
1933, as amended (the "Act") by virtue of (check appropriate item(s)):
|X| a director or executive officer of the Company;
|_| a natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of his
purchase exceeds $1,000,000; or
|_| a natural person who had individual income in excess of
$200,000 in each of the two most recent years or joint
income with that person's spouse in excess of $300,000
in each of those years and has a reasonable expectation
of reaching the same income level in calendar year
2000.
(b) Buyer is a bona fide resident of the state named in the
address set forth on the signature page of this Agreement as his home
address, at least 21 years of age, and legally competent to execute
this Agreement.
(c) Buyer is familiar with the Company's business and financial
condition, the terms of the Debenture and any other matters relating to
an investment in the Debenture, has received all materials which have
been requested by him, has had a reasonable opportunity to ask
questions of the Company and its management, and the Company has
answered all inquiries as Buyer has put to it. Buyer has received, read
carefully, and is familiar with, all filings made by the Company with
the Securities and Exchange Commission during the five-year period
ending January 1, 2000, including, without limitation, the Company's
Form 10-KSB for its fiscal year ended May 31, 1999, its proxy statement
dated October 4, 1999 and its Form 10-QSB for the three-month period
ended August 31, 1999 (collectively, the "Company Reports"). Buyer had
access to all additional information necessary to verify the accuracy
of the information set forth in the Company Reports and any other
materials furnished to Buyer in connection with his contemplated
purchase of the Debenture, and has taken all steps necessary to
evaluate the merits and risks of an investment in the Debenture.
(d) Buyer has such knowledge and experience in finance,
securities, investments and other business matters to be able to
protect his interests in connection with his investment in the
Debenture, and such investment is not material when compared to Buyer's
total financial capacity.
(e) Buyer has been advised by the Company that (i) neither the
Debenture nor the shares of the Company's common stock into which the
Debenture is convertible (the "Underlying Shares") has been registered
under the Act, (ii) the Debentures will be issued on the basis of the
statutory exemption provided by Section 4(2) of the Act or Regulation D
promulgated thereunder, or both, relating to transactions by an issuer
not involving any public offering and under similar exemptions under
certain state securities laws, (iii) this transaction has not been
reviewed by, passed upon or submitted to any federal or state agency or
self-regulatory organization where an exemption is being relied on, and
(iv) the Company's reliance thereon is based in part upon the
representations made by Buyer in this Agreement. Buyer acknowledges
having been informed by the Company of, or is otherwise familiar with,
the nature of the limitations imposed by the Act and the rules and
regulations thereunder on the transfer of securities. In particular,
Buyer agrees that no sale, assignment or transfer of the Debenture or
Underlying Shares (collectively, the "Securities") shall be valid or
effective, and the Company shall not be required to give any effect to
such sale, assignment or transfer, unless (i) the sale, assignment or
transfer of the Securities is registered under the Act, it being
understood that neither the Debenture nor the Underlying Shares is
currently registered under the Act and the Company has no obligation or
intention to so register the Securities, or (ii) such sale, assignment
or transfer is exempt from registration under the Act. Buyer further
understands that an opinion of counsel and other documents may be
required to transfer the Debenture or the Underlying Shares. Buyer
acknowledges that the Securities shall be subject to a stop transfer
order and the certificate or certificates evidencing the Debenture or
Underlying Shares shall bear the following or a substantially similar
legend or other legend as may appear on the forms of certificates, and
such other legends as may be required by state Blue Sky Laws:
"The Securities represented by this certificate have
not been registered under the Securities Act of 1933, as amended
(the "Act"), or any state securities laws and neither such
Securities nor any interest therein may be offered, sold,
pledged, assigned or otherwise transferred unless (i) a
registration statement with respect thereto is effective under
the Act and any applicable state securities laws or (ii) the
Company receives an opinion of counsel to the holder of such
Securities, which counsel and opinion are reasonably
satisfactory to the Company, that such Securities may be
offered, sold, pledged, assigned or transferred in the manner
contemplated without an effective registration statement under
the Act or applicable state securities laws."
(f) Buyer is acquiring the Securities for his own account (or
for the joint account of Buyer and his spouse) for investment and not
with a view to the sale or distribution thereof or the granting of any
participation therein, and has no present intention of distributing or
selling to others any of such interest or granting any participation
therein.
(g) Buyer is not relying on the Company with respect to the tax
and other economic considerations of an investment in the Securities.
(h) Buyer acknowledges his understanding and agreement that the
representations, warranties and agreements made by Buyer herein shall
survive the execution and delivery of this Agreement and the purchase
of the Debentures.
3. Representations, Warranties and Agreements of the Company. The
Company hereby represents and warrants to, and agrees with, Buyer as follows:
(a) The Company has full corporate power and authority to enter
into this Agreement and the transactions contemplated hereby, to issue
the Debenture and the Underlying Shares upon conversion thereof in
accordance with the terms of the Debenture, and carry out and perform
its obligations under the terms of this Agreement.
(b) Neither the Company nor anyone authorized to act on its
behalf has taken any action that will cause the issuance, sale and
delivery of the Securities as contemplated by this Agreement (assuming
the truth and accuracy of the representations and warranties of Buyer
set forth in Section 2 hereof) to constitute a violation of the Act or
any applicable state securities laws.
(c) The Debentures (of which the Debenture of Buyer is a part)
have been duly and validly authorized by the Company for issuance and
sale pursuant to one or more agreements in the form of this Agreement.
The Debenture has been executed and delivered against payment therefor
as specified in Section 2 above, and accordingly constitutes the legal,
valid and binding outstanding obligation of the Company enforceable in
accordance with its terms. The Underlying Shares into which the
Debenture is convertible have been validly authorized and reserved for
issuance upon such conversion and, when so issued, will be validly
issued, fully paid and non-assessable and will not have been issued in
violation of or subject to any preemptive rights.
4. Miscellaneous.
(a) This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof, supersedes all
existing agreements among them concerning such subject matter, and may
be modified only by a written instrument duly executed by the party to
be charged.
(b) Except as otherwise specifically provided herein, any notice
or other communication required or permitted to be given hereunder
shall be in writing and shall be mailed by certified mail, return
receipt requested, or by overnight delivery or courier service or
delivered (in person or by telecopy, telex or similar
telecommunications equipment) against receipt to the party to whom it
is to be given, (i) if to the Company, at the address set forth on the
signature page hereof, (ii) if to Buyer, at the address set forth on
the signature page hereof, or (iii) in either case, to such other
address as the party shall have furnished in writing in accordance with
the provisions of this Section 4(b). Notice to the estate of any party
shall be sufficient if addressed to the party as provided in this
Section 4(b). Any notice or other communication given by certified mail
shall be deemed given at the time of certification thereof, except for
a notice changing a party address which shall be deemed given at the
time of receipt thereof. Any notice given by other means permitted by
this Section 4(b) shall be deemed given at the time of receipt thereof.
(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto, the successors and assigns of the
Company, and the heirs, legatees and personal representatives of the
undersigned.
(d) The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or
interpretation of this Agreement.
(e) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(f) This Agreement shall be governed by and construed in
accordance with the internal substantive laws of the State of Iowa,
without giving effect to principles governing conflicts of law.
(g) This Agreement does not create, and shall not be construed
as creating, any rights enforceable by any person not a party to this
Agreement.
(h) The parties hereto irrevocably consent to the jurisdiction
of the courts of the State of Iowa and of the Federal District Court
for the Northern District of Iowa in connection with any action or
proceeding arising out of or relating to this Agreement. In any such
action or proceeding, each party hereto waives personal service of any
summons, complaint or other process and agrees that service thereof may
be made in accordance with Section 4(b). Within 30 days after such
service, or such other time as may be mutually agreed upon in writing
by the attorneys for the parties to such action or proceeding, the
party so served shall appear or answer such summons, complaint or other
process.
[The remainder of this page is intentionally blank.]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
S. Lee Kling
ACCEPTED BY: ----------------------------------------
Print Name of Buyer
TOP AIR MANUFACTURING, INC.
By: /s/ Steven R. Lind By: /s/ S. Lee Kling
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Steven R. Lind, President Signature of S. Lee Kling
-----------------------
Address: 317 Savannah Park Road Social Security Number or other Taxpayer
---------------------------- Identification Number:
Cedar Falls, Iowa 50613-0726
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Address: 1401 S. Brentwood Blvd.
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St. Louis, Missouri 63144
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If the Debenture will be held as jointly
with Buyer's spouse, please complete the
following:
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Print name of spouse
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Signature of spouse
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Print manner in which Debenture will be
held
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Social Security Number
