SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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-12
TOP AIR MANUFACTURING, INC.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of 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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Top Air Manufacturing, Inc.
317 Savannah Park Road
Cedar Falls, Iowa 50613
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 25, 2000
TO OUR STOCKHOLDERS:
The Annual Meeting of the Stockholders of Top Air Manufacturing, Inc., an Iowa
corporation (the "Company"), will be held at the Holiday Inn, 5826 University
Avenue, Cedar Falls, Iowa, at 1 p.m. local time on Wednesday, October 25, 2000,
for the following purposes:
1. To elect a board of eight directors to serve until the next
annual meeting and until their successors are elected and
qualified;
2. To approve an amendment to the Company's Amended and Restated
Articles of Incorporation to increase the authorized capital
stock of the Company by an additional 5,000,000 shares, which
additional shares shall be classified as undesignated preferred
stock, no par value; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on August 28, 2000, as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting and any adjournment thereof. Commencing two business days
after the date hereof and continuing through the meeting, 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, at the office of the Company set forth
above.
A copy of the Company's annual report for its fiscal year ended May 31, 2000,
accompanies this notice.
By Order of the Board of Directors,
/s/ Steven F. Bahlmann
Steven F. Bahlmann, Secretary
Cedar Falls, Iowa
September 25, 2000
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE, SIGN
AND RETURN YOUR PROXY PROMPTLY 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.
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Top Air Manufacturing, Inc.
317 Savannah Park Road
Cedar Falls, Iowa 50613
PROXY STATEMENT
Solicitation of Proxies
The enclosed proxy is solicited by the Board of Directors of Top Air
Manufacturing, Inc. (the "Company") for use at the Annual Meeting of
Stockholders of the Company to be held at the Holiday Inn, 5826 University
Avenue, Cedar Falls, Iowa, at 1 p.m. local time on Wednesday, October 25, 2000,
or at any adjournment thereof. Whether or not you expect to attend the meeting
in person, please complete and return your executed proxy, promptly, in the
enclosed envelope and the shares represented thereby will be voted in accordance
with your wishes.
The Company will bear the entire cost of soliciting proxies. Proxies will be
solicited primarily by mail; however, directors, officers and certain employees
of the Company and its subsidiaries may also solicit proxies personally or by
telephone or other means, but such persons will not be specially compensated for
such services. Certain holders of record, such as brokers, custodians and
nominees, are being requested to distribute proxy materials to beneficial owners
and to obtain such beneficial owners' instructions concerning the voting of
proxies and will be reimbursed by the Company for their reasonable out-of-pocket
expenses incurred in providing such services.
The accompanying Notice of Annual Meeting of Stockholders, this Proxy Statement
and the enclosed form of proxy are first being mailed or given to stockholders
on or about September 25, 2000.
Revocation of Proxy
Any stockholder executing a proxy that is solicited hereby has the power to
revoke it prior to the voting of the proxy. Revocation may be made by attending
the annual meeting and voting the shares of stock in person, or by delivering to
the Secretary of the Company at the principal office of the Company prior to the
annual meeting, a written notice of revocation or a later-dated, properly
executed proxy.
Record Date
Only stockholders of record at the close of business on August 28, 2000 will be
entitled to vote at the meeting or any adjournment thereof.
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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 until the next annual meeting of the
stockholders of the Company and until their successors shall have been
duly elected and qualified;
(B) FOR the approval of an amendment to the Company's Amended and Restated
Articles of Incorporation to increase the authorized capital stock of
the Company by an additional 5,000,000 shares, which additional shares
shall be classified as undesignated preferred stock, no par value; and
(C) 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 to serve.
Voting Securities and Security Ownership of Certain Beneficial Owners and
Management
On August 28, 2000, the record date for the determination of the stockholders
entitled to vote at the annual meeting, there were 4,954,803 shares of common
stock, no par value per share ("Common Stock"), outstanding, which shares
constitute all of the outstanding capital stock of the Company. Each share of
Common Stock is entitled to one vote on all matters submitted, including the
election of Directors. A majority of the outstanding shares of Common Stock
present in person or represented by proxy will constitute a quorum at the
meeting. Votes that are withheld in the election of directors, abstentions on
all other matters properly brought before the meeting and proxies relating to
"street name" shares which are not voted by brokers on one or more, but less
than all, matters (so-called "broker non-votes") will be considered present for
purposes of determining a quorum.
If a quorum is present, the affirmative vote of the holders of a majority of the
shares present in person or by proxy and entitled to vote at the meeting is
required to approve any proposal submitted to the annual meeting, including the
election of Directors. For purposes of determining whether a proposal has
received a majority vote, abstentions and withholding of authority will be
included in the vote totals with the result that an abstention or withholding of
authority will have the same effect as a negative vote. Broker non-votes will
not be included in the vote totals and, therefore, will have no effect on the
vote.
The following table sets forth as of August 28, 2000, the beneficial ownership
of each current Director (including the nominees for election as Directors),
each of the Executive Officers named in the Summary Compensation Table set forth
herein, the Executive Officers and Directors as a group, and each other
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stockholder known to the Company to own beneficially more than 5% of the
outstanding Common Stock. Unless otherwise indicated, the Company believes that
the beneficial owners set forth in the table have sole voting and investment
power.
No. of Shares
Name and Address Beneficially Percent
of Beneficial Owner Owned of Class
------------------- ------------- --------
Robert J. Freeman and 1,828,513 (1) 36.90%
Dennis W. Dudley, Trustees
under Amended and Restated
Voting Trust Agreement
dated 9/15/92
9387 Dielman Industrial Dr.
St. Louis, MO 63132
Wayne W. Whalen 1,319,600 (2) 25.75%
4920 S. Greenwood
Chicago, IL 60615
Wayne C. Dudley 659,797 (3)(4) 13.29%
21498 Highway 20
Parkersburg, IA 50665
Robert J. Freeman 310,250 (3)(4) 6.25%
5755 Dupree Drive
Suite 110
Atlanta, GA 30327
Franklin A. Jacobs 356,250 (3)(4)(5) 7.12%
9387 Dielman Industrial Drive
St. Louis, MO 63132
S. Lee Kling 487,650 (3)(4)(6) 9.50%
1401 S. Brentwood Blvd.
St. Louis, MO 63144
Sanford W. Weiss 160,328 (3)(4)(7) 3.22%
2815 Scott Ave.
St. Louis, MO 63103
Dennis W. Dudley 62,431 (3)(4) 1.26%
R.R.1
Parkersburg, IA 50665
Steven R. Lind 76,000 (8) 1.52%
317 Savannah Park Road
Cedar Falls, IA 50613
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Thaddeus P. Vannice, Sr. 20,800 (9) 0.42%
2914 Minnetonka
Cedar Falls, IA 50613
All Directors and Executive 2,392,746 (10) 44.30%
Officers as a Group
(12 persons)
---------------
(1) The Amended and Restated Voting Trust Agreement (the "Voting Trust")
was adopted September 15, 1992 and terminates January 4, 2005 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.
(2) Includes 169,600 convertible subordinated debentures, each of which is
immediately convertible into one share of the Company's Common Stock.
(3) Includes shares subject to the Voting Trust discussed in footnote (1).
(4) Includes options to purchase 10,000 shares which are currently
exercisable or will become exercisable within 60 days of the date of
this Proxy Statement.
(5) Includes 40,000 convertible subordinated debentures, each of which is
immediately convertible into one share of the Company's Common Stock.
(6) Includes 170,400 convertible subordinated debentures, each of which is
immediately convertible into one share of the Company's Common Stock.
(7) Includes 20,000 convertible subordinated debentures, each of which is
immediately convertible into one share of the Company's Common Stock.
(8) Includes options to purchase 60,000 shares which are currently
exercisable or will become exercisable within 60 days of the date of
this Proxy Statement.
(9) Includes options to purchase 5,000 shares which are currently
exercisable or will become exercisable within 60 days of the date of
this Proxy Statement.
(10) Includes options to purchase 216,333 shares which are currently
exercisable or will become exercisable within 60 days of the date of
this Proxy Statement.
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 of the Company.
Name Age Position Director Since
---- --- -------- --------------
Steven R. Lind 38 President, Chief Executive 1993
Officer and Director
Wayne C. Dudley 69 Director 1981
Dennis W. Dudley 48 Director 1981
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Robert J. Freeman 72 Director 1990
Franklin A. Jacobs 68 Director 1990
Sanford W. Weiss 68 Director 1990
S. Lee Kling 71 Director 1990
Thaddeus P. Vannice, Sr. 53 Director 1997
Set forth below is a description of the background of each of the nominees for
Director.
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.
Dennis W. Dudley has served as a Director of the Company since 1981. From 1989
until 1992, he served as President and Chief Operating Officer of the Company.
Currently, Mr. Dudley is self-employed. Mr. Dudley is the son of Mr. Wayne C.
Dudley.
Robert J. Freeman has served as a Director of the Company since 1990. He has
been retired for 21 years. Mr. Freeman currently serves on the Audit Committee
and the Compensation and Stock Option Committee.
Franklin A. Jacobs has served as a Director of the Company since 1990. 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 40 years.
Sanford W. Weiss has served as a Director of the Company since 1990. Mr. Weiss
currently serves on the Audit Committee and the Compensation and Stock Option
Committee. Mr. Weiss is the Chairman of the Executive Committee of Weiss &
Neuman Shoe Company, a company that was established in 1926 which owns retail
shoe stores and leased shoe departments. Mr. Weiss has worked for Weiss & Neuman
since 1957.
S. Lee Kling has served as a Director of the Company and Chairman of the Board
since 1990. Mr. Kling currently serves on the Compensation and Stock Option
Committee. He also serves as Chairman of the Board of Kling Rechter & Co., a
merchant banking firm, and as a Director of the following entities: Falcon
Products, Inc.; National Beverage Corp.; Bernard Chaus, Inc.; Electro Rent
Corp.; Engineered Support Systems, Inc.; and Learn 2.com.
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Thaddeus P. Vannice, Sr., was appointed a Director of the Company in January
1997, as the designee of Wayne Whalen, pursuant to the agreement under which the
Company acquired Ficklin Machine Co., Inc. ("Ficklin Machine"). Prior thereto,
Mr. Vannice served as Chief Financial Officer of the Company from January 1997
to January 2000. He also served as President, Secretary and Director of Ficklin
Machine from March 1996 to December 1999. Mr. Vannice served as President and
Director of Prairie Bancorp, an Illinois based multi-bank holding company from
1989 to 1995, and as its Chief Executive Officer from November 1991 to May 1995.
Board of Directors, Committees and Meetings Held
During the fiscal year that ended on May 31, 2000, 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 and a Compensation and Stock
Option Committee. 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. During
fiscal 2000, the Audit Committee met once. The Compensation and Stock Option
Committee reviews the Company's remuneration policies and practices, including
executive compensation, and administers the Company's stock option plan. During
fiscal 2000, the Compensation and Stock Option Committee met once.
The Board of Directors evaluates and nominates qualified nominees for election
or appointment as Directors and qualified persons for selection as Executive
Officers. The Board of Directors will give appropriate consideration to a
written recommendation by a stockholder for the nomination of a qualified person
to serve as a Director of the Company, provided that such recommendation
contains sufficient information regarding the proposed nominee for the Board of
Directors to properly evaluate such nominee's qualifications to serve as a
Director.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's Executive Officers and Directors, and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Such individuals are required by Securities and Exchange Commission regulations
to furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms furnished to the Company or
written representations that no reports were required to be filed, the Company
believes that such persons complied with all Section 16(a) filing requirements
applicable to them with respect to transactions during fiscal 2000.
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Director Compensation
For their services, the Company pays a quarterly Director's fee of $1,500 to
each non-employee Director. In addition, the Company pays S. Lee Kling a fee of
$1,000 per month for serving as Chairman of the Board and consulting services
rendered to the Company. Directors are also entitled to be reimbursed for
expenses incurred by them in attending meetings of the Board of Directors and
its committees.
The Company maintains the Top Air Manufacturing, Inc. Stock Option Plan, as
amended, (the "Stock Option Plan") the purpose of which is to further the
long-term stability and financial success of the Company, by attracting and
retaining key employees and non-employee members of the Board of Directors of
the Company through the use of stock incentives.
The Stock Option Plan provides for the discretionary granting of stock options
(either non-qualified or incentive stock options) and is administered by the
Company's Compensation and Stock Option Committee. No stock options were issued
to members of the Board of Directors of the Company during fiscal year 2000.
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the Executive
Officers of the Company who are not also Directors of the Company:
Name Age Position
James R. Harken 45 Vice-President - Operations
Scott L. Wildeboer 40 Vice-President - Manufacturing
Steven F. Bahlmann 42 Chief Accounting Officer, Secretary and
Treasurer
Jerome M. Sechler 59 Vice-President - Sales and Marketing
Mr. Harken has served as Vice President - Operations since September 1982.
Mr. Wildeboer has served as Vice President - Manufacturing since January 1990.
Mr. Bahlmann has served as Secretary and Treasurer since October 1993 and as
Chief Accounting Officer since May 1998. Mr. Bahlmann served as Controller of
the Company from January 1993 to May 1998. Prior thereto, Mr. Bahlmann was
employed as a Staff Accountant with McGladrey & Pullen, LLP, certified public
accountants, from 1987 to 1993.
Mr. Sechler has served as Vice-President of Sales and Marketing since May 1999.
Prior thereto, Mr. Sechler served as Director of Sales and Marketing for Parker
Industries from 1996 to 1999 and 1970 to 1995 as Territory Manager, Product
Manager and National Sales Manager for Ag Equipment Group, Farmhand, Glencoe and
Tye.
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The following table sets forth certain information regarding the compensation
paid to the Chief Executive Officer of the Company. No officer of the Company
received a combined annual salary and bonus in excess of $100,000 during fiscal
2000.
SUMMARY COMPENSATION TABLE
Annual Long-Term Compensation
Compensation Awards
-------------- ----------------------
Securities
Name and Restricted Underlying
Principal Salary Bonus Stock Options/ All Other
Position Year ($) ($) Award(s)($) SARs (#) Compensation($)
-------------------------------------------------------------------------------
Steven R. Lind 2000 95,000 --- --- --- 3,942 (1)
President and 1999 89,596 --- --- 7,500 3,293
Chief Executive 1998 80,000 16,000 --- 7,500 2,327
Officer
------------------------------
(1) Includes a contribution by the Company of $3,800 in 2000 to its 401(k)
Plan on behalf of Mr. Lind. Also includes premiums in the amount of
$142 paid by the Company in 2000 for term life insurance.
Stock Options
No stock options were granted under the Company's Stock Option Plan during
fiscal 2000 to the Chief Executive Officer of the Company.
The following table sets forth certain information concerning the number and
value of unexercised stock options held by the Company's Chief Executive Officer
outstanding at fiscal year-end (May 31, 2000). No stock options were exercised
by the Company's Chief Executive Officer during fiscal 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares At FY-End At FY-End
Acquired on Value (#) Exercisable/ ($) Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable (1)
--------------------------------------------------------------------------------
Steven R. Lind N/A N/A 60,000/7,500 10,312/313
----------------------
(1) Based on a per share price of $1.0625, being the last transaction price
on May 31, 2000, the last trading day of the Company's fiscal year.
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Employment Arrangements
The Company entered into an employment agreement with Steven R. Lind, dated
November 6, 1992, which was subsequently amended as of October 19, 1994 (the
"Agreement"). Under the terms of the Agreement, Mr. Lind will provide full time
service to the Company in exchange for an annual salary of not less than
$52,500, which may increased by the Board of Directors from time to time.
Currently, the Board has set Mr. Lind's salary at $95,000. The Agreement also
provides that in the event the Company terminates Mr. Lind's employment for
reasons other than failure to perform, death, disability or commission of a
felony, Mr. Lind is entitled to receive a termination fee in an amount equal to
fifty percent (50%) of his then current fixed annual salary. The Agreement
prohibits Mr. Lind from competing against the Company for two years after the
termination of his employment with the Company, regardless of the reason for
such termination.
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. On November 29, 1999 the
Company received 21,487 shares of the Company's common stock from Mr. Dudley as
final payment for the $24,172 short term note.
PROPOSAL 2 - APPROVAL OF AMENDMENT OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION TO ADD PREFERRED STOCK
The Company's Amended and Restated Articles of Incorporation (the "Articles of
Incorporation") currently authorizes the issuance of 20,000,000 shares of
capital stock, each having no par value per share. All of such authorized shares
are classified and designated as Common Stock. On September 22, 2000 the Board
of Directors unanimously adopted resolutions, subject to stockholder approval,
proposing that the Articles of Incorporation be amended to increase the
authorized number of shares to 25,000,000 shares, having no par value per share.
Of such authorized number of shares, 20,000,000 shares would remain classified
and designated as Common Stock and 5,000,000 shares would be classified as
undesignated Preferred Stock. As of August 28, 2000, the record date for the
annual meeting, the Company had 4,954,803 shares of Common Stock outstanding.
Proposed Amendment To Articles Of Incorporation
The Board of Directors has adopted resolutions setting forth the proposed
amendment to Article 2 of the Articles of Incorporation (the "Amendment"), the
advisability of the Amendment, and a call for submission of the Amendment for
approval by the Company's stockholders at the annual meeting. The following is
the text of the Amendment:
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"ARTICLE 2
SHARES
(a) The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is 25,000,000, each having no par
value per share. Of such authorized shares, 20,000,000 shares are hereby
classified and designated as common stock and 5,000,000 shares are hereby
classified and designated as preferred stock.
(b) The voting power of the Corporation shall be vested in the holders
of the common stock, who shall be entitled to one vote per share of Common stock
on all matters to be voted on by the stockholders (including the election of
directors), except to the extent voting rights are established for holders of
preferred stock by the Board of Directors in accordance with part (c) of this
Article 2.
(c) The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article 2, to provide for the
issuance of the shares of preferred stock, and by filing articles of amendment
to the Corporation's articles of incorporation, which are effective without
stockholder action pursuant to the applicable law of the State of Iowa, to
determine, in whole or part, from time to time, the designation, preferences,
limitations and relative rights, within the limits set forth under the
applicable law of the State of Iowa of either the class of preferred stock
before the issuance of any shares of that class, or one or more series within
the class of preferred stock before the issuance of any shares of that series.
(d) The authority of the Board of Directors with respect to the
establishment of the class or each series of preferred stock shall include, but
not be limited to, determination of the following:
(i) the number of shares constituting that class or series and, if
a series, the distinguishing designation of that series;
(ii) the dividend rate on the shares of that class or series,
whether dividends shall be cumulative and, if so, from which
date or dates, and the relative rights of priority, if any, of
payment of dividends on shares of that class or series;
(iii) whether that class or series shall have voting rights, in
addition to the voting rights provided by law, and if so, the
terms of such voting rights;
(iv) whether that class or series shall have conversion privileges
and, if so, the terms and conditions of such conversion
privileges, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall
determine;
(v) whether or not the shares of that class or series shall be
redeemable and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different
conditions and at different redemption dates;
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(vi) whether that class or series shall have a sinking fund for the
redemption or purchase of shares of that class or series and,
if so, the terms and amount of such sinking fund;
(vii) the rights of the shares of that class or series in the event
of voluntary or involuntary liquidation, dissolution or winding
up of the corporation, and the relative rights of priority, if
any, of payment of shares of that class or series; and
(viii) any other relative rights, preferences and limitations of that
class or series."
Description and Potential Effect of the Preferred Stock
Approval of the Amendment would allow the Board of Directors, without action by
the Company's stockholders, unless required by law, regulation or stock market
rule, to designate and issue shares of Preferred Stock, as a class or in one or
more series, and to designate the preferences, limitations and relative rights
of the class or each series, which may be greater than the rights of the holders
of Common Stock. The rights that may be created for any class or series of the
Preferred Stock include, without limitation, general or special voting rights,
preferential liquidation or preemptive rights, preferential cumulative or
noncumulative dividend rights, redemption or put rights, and conversion or
exchange rights.
Although the Company has no present intention of doing so, it could issue shares
of, or rights to purchase, Preferred Stock the terms of which may adversely
affect voting or other rights evidenced by the Common Stock, restrict dividends
on the Common Stock, discourage unsolicited proposals to acquire the Company or
facilitate a particular business combination involving the Company. Any such
action could discourage, impede, delay or prevent a transaction that some or a
majority of the Company's stockholders may believe to be in their best interests
or in which the Company's stockholders may receive a premium for their stock
over the then prevailing market price of the Common Stock.
Additionally in some situations, the issuance of Preferred Stock could have a
dilutive effect on earnings per share and, for a person who does not purchase
additional shares to maintain his or her pro rata interest, on a stockholder's
percentage voting power in the Company. Holders of Common Stock do not have
preemptive rights to subscribe to additional securities that may be issued by
the Company. Accordingly, holders of Common Stock of the Company do not have a
prior right to purchase any new issue of Preferred Stock (or Series thereof) or
Common Stock of the Company in order to maintain their proportionate ownership
interest.
Purpose Of The Proposed Amendment
The Board of Directors believes that it is in the best interests of the Company
and its stockholders to establish a class Preferred Stock with such preferences,
limitations and relative rights as may be designated by the Board of Directors
from time to time without further action by the Company's stockholders, unless
required by law, regulation or stock market rule. In particular, the Board of
Directors believes the ability to issue such Preferred Stock will give the
Company greater flexibility to tailor the attributes of and issue shares to meet
specific objectives of possible future financing opportunities that the Board of
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Directors may deem advisable without the delay that would otherwise occur if
further action by the Company's stockholders would be required. As previously
reported, the Company is currently seeking alternative and/or additional
financing to support its working capital needs during the recessionary times
being experienced in the agricultural sector. The Company believes that its
ability to tailor the attributes of the Preferred Stock to the specific needs of
any potential investor without the need of obtaining stockholder approval could
enhance the Company's ability to secure such financing.
Additionally, the Company could use Preferred Stock to serve additional purposes
including, among other things: (i) as consideration in connection with the
formation of strategic alliances or in other strategic transactions; (ii) for
investment opportunities; (iii) in connection with various equity compensation
and other employee benefit plans; and (iv) for other bona fide corporate
purposes.
While the Company may from time to time consider the advisability of issuing the
Preferred Stock to raise additional financing or to effect the other purposes
described above, as of the date of this Proxy Statement, the Company has not
entered into any agreements or arrangements that will or could result in the
accomplishment of any of such purposes.
The Board of Directors is not proposing this Amendment in response to any effort
to accumulate the Company's stock or to obtain control of the Company by means
of a merger, tender offer or solicitation in opposition to management. In
addition, the Amendment is not part of any plan by management to recommend a
series of similar amendments to the Board of Directors and the stockholders.
Finally, the Board does not currently contemplate recommending the adoption of
any other amendments to the Articles of Incorporation that could be construed to
affect the ability of third parties to take over or change control of the
Company.
If this proposal is approved by the stockholders at the annual meeting, upon
filing of the Amendment with the Secretary of State of the State of Iowa, the
Company will have 5,000,000 authorized shares of Preferred Stock in addition to
the 20,000,000 shares of Common Stock currently authorized by the Articles of
Incorporation.
THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE AMENDMENT IS IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE IN
FAVOR OF THIS PROPOSAL.
RELATIONSHIP WITH INDEPENDENT AUDITORS
McGladrey & Pullen, LLP was the Company's independent auditor for the fiscal
year ended May 31, 2000. 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, 2001.
Representatives of McGladrey & Pullen, LLP are not expected to be present at the
annual meeting.
12
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2001 Annual Meeting of
Stockholders must be received by the Company by May 27, 2001 for inclusion in
the Company's proxy statement and proxy relating to that meeting. Upon receipt
of any such proposal, the Company will determine whether or not to include such
proposal in the proxy statement and proxy in accordance with regulations
governing the solicitation of proxies.
In addition, under the Securities and Exchange Commission's proxy rules, if a
stockholder wishes to bring a proposal before the annual meeting of stockholders
outside the proxy inclusion process discussed above but does not provide written
notice of the proposal to the Company at least 45 days before the anniversary
date of the day the proxy materials were first mailed for the prior year's
annual meeting of stockholders, such notice will be untimely and any proxies
received by the Board of Directors from the stockholders in response to its
solicitation will be voted by the Company's designated proxies in their
discretion on such matter, regardless of whether specific authority to vote on
such matter has been received from the stockholder submitting such proxies.
Accordingly, any stockholder who wishes to submit a proposal at the 2001 Annual
Meeting of Stockholders and also wishes to avoid, in certain instances, the
possibility of discretionary voting by the Company's proxies on such matter must
give written notice to the Secretary of the Company on or before August 10,
2001.
A COPY OF THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS FOR ITS FISCAL YEAR 2000
ACCOMPANIES THIS PROXY STATEMENT.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR FISCAL YEAR 2000 FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE TO STOCKHOLDERS WITHOUT
CHARGE, UPON WRITTEN REQUEST TO TOP AIR MANUFACTURING, INC., 317 SAVANNAH PARK
ROAD, CEDAR FALLS, IOWA 50613; ATTENTION: SECRETARY.
OTHER BUSINESS
The Board of Directors knows of no other business which will be presented for
consideration at the annual meeting other than as set forth in the Notice of
Annual Meeting of Stockholders which accompanies this Proxy Statement. However,
if any other matters properly come before the meeting, it is the intention of
the persons named in the accompanying proxy to vote on such matters in
accordance with their best judgment.
By Order of the Board of Directors,
/s/ Steven F. Bahlmann
Steven F. Bahlmann, Secretary
Cedar Falls, Iowa
September 25, 2000
13
<PAGE>
PROXY
TOP AIR MANUFACTURING, INC.
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 25, 2000
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-in-fact, agent and proxy of the undersigned to vote all the
shares of Common Stock, no par value, of Top Air Manufacturing, Inc., which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
at the Holiday Inn, 5826 University Avenue, Cedar Falls, Iowa, at 1:00 p.m.
local time, Wednesday, October 25, 2000, and at any adjournment thereof, on the
following items of business as set forth in the Notice of Annual Meeting of
Stockholders and Proxy Statement:
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below, except as marked to the contrary
below
|_| 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, Steven R.
Lind and Thaddeus P. Vannice, Sr.
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>
(Continued from other side)
2. APPROVAL OF PREFERRED STOCK
The approval of an amendment to the Amended and Restated Articles of
Incorporation of Top Air Manufacturing, Inc. (the "Company"), as
further described in the Proxy Statement, to increase the authorized
capital stock of the Company by an additional 5,000,000 shares, which
additional shares shall be classified as undesignated preferred stock,
no par value.
|_| FOR |_| AGAINST |_| ABSTAIN
3. OTHER MATTERS
In his discretion, with respect to the transaction of such other
business as may properly come before the meeting or any adjournment
thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION AS DIRECTORS OF ALL THE NOMINEES LISTED UNDER
PROPOSAL 1 (OR SUCH OTHER PERSON DESIGNATED BY THE BOARD OF DIRECTORS
TO REPLACE ANY UNAVAILABLE NOMINEE) AND IN THE DISCRETION OF THE
PROXIES, WITH RESPECT TO THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
DATE ______________________________, 2000
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Please date and sign exactly as your name appears on this Proxy Card. In the
case of joint holders, each should sign. When signing as attorney-in-fact,
executor, administrator, personal representative, trustee or guardian, please
give full title as such. If a corporation, please execute in full corporate name
by an authorized officer. If a partnership, please sign in partnership name by
an authorized person.
