TOP AIR MANUFACTURING, INC.
EXHIBIT 99
CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS
THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS
TO DIFFER FROM THOSE PROJECTED IN
FORWARD-LOOKING STATEMENTS
The following factors could affect the Company's actual results, including its
revenues, expenses and net income, and could cause them to differ from any
forward-looking statements made by or on behalf of the Company:
o The Company competes with a large number of other agricultural
equipment manufacturers and suppliers who distribute sprayers, liquid
manure equipment, grain handling equipment and related parts. Although
the Company believes that its products are sufficiently different from
other products to enable it to establish and maintain a market for such
products, many of the Company's principal competitors are larger than
the Company and have substantial resources. There can be no assurance
that competitors will not be able to take actions, including developing
new products or offering reduced pricing, which could materially
adversely affect the sales revenues of the Company.
o The Company has warranted the products it manufactures to be free from
defects in material and workmanship under normal use and service for a
period ranging from twelve to twenty-four months after date of
purchase. Although the Company carries product liability insurance and
casualty insurance customary for manufacturing operations of its type,
there are certain types of losses which are uninsurable or not
economically insurable. There can be no guaranty against uninsured
losses of any kind.
o The continued success of the Company will depend upon the efforts and
abilities of certain key officers and employees, particularly Steven R.
Lind, its President and Chief Executive Officer. The Company could be
adversely affected if for any reason such officers and employees should
no longer be active in the Company's operations. Steven R. Lind,
President and Chief Executive Officer of the Company, has entered into
an employment agreement with the Company.
o The Company's executive officers and directors as a group beneficially
own a controlling block of the outstanding shares of the Company's
common stock. Accordingly, these officers and directors acting together
have effective voting control of the Company, including the election of
all of the Company's directors and on any other matter being voted on
by the Company's shareholders. There are no provisions for cumulative
voting by stockholders in the Company's Articles of Incorporation.
These facts may tend to discourage attempts to acquire control of the
Company by persons other than those holders.
