SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section 12(g)
of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
Commission File Number 1-13679
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TOP AIR MANUFACTURING, INC.
317 Savannah Park Road, Cedar Falls, Iowa 50613
(319) 268-0473
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Common Stock, No Par Value
(Title of each class of securities covered by this Form)
None*
(Titles of all other classes of securities for which a duty
to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X]* Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ]
Rule 12h-3(b)(1)(i) [X]*
Approximate number of holders of record as of the certification or
notice date: 325*
Pursuant to the requirements of the Securities Exchange Act of 1934,
Top Air Manufacturing, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.
DATE: January 16, 2001 BY: /s/ Steven R. Lind
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Steven R. Lind
President and Chief Executive Officer
* Please see attached Exhibit.
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.
EXHIBIT A
As previously reported, all operations of the Company ceased in
December 2000 following actions taken by its bank lender (the "Bank"), which
holds a perfected security interest in substantially all of the tangible and
intangible assets of the Company, including the cash proceeds therefrom (the
"Collateral"). As a result of these actions taken by the Bank, the Company could
not continue to operate because it was unable to utilize its fixed assets to
support, and its internally generated cash to fund, its operations.
Consequently, the Company entered into and implemented the turnover of the
Collateral to the Bank for the orderly sale of the Collateral by the Bank, as
the secured creditor.
On December 14, 2000, the Company was notified by the American Stock
Exchange ("AMEX") that the AMEX had filed an application with the Securities and
Exchange Commission to "strike" the Company's common stock from listing and
registration on that exchange. The Company did not appeal the determination of
the AMEX to delist.
The Company does not believe that the proceeds from the sale of the
Collateral will be sufficient to satisfy its indebtedness to the Bank, so that
there will not be any sale proceeds available for distribution to the holders of
the Company's common stock. Therefore, the Company believes that its common
stock is without value.
The Company does not believe that the events described above had any
direct effect upon the number of record holders of its common stock, which, the
Company believes, remains in excess of 300.
It is anticipated that all of the remaining officers and directors of
the Company will resign shortly following the filing of this Form 15. No
employees remain to prepare and file reports under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). However, it is unlikely that any
formal dissolution of the Company will be initiated by the Board of Directors of
the Company due primarily to the unavailability of funds that would be required
to effect such dissolution. Rather, it is expected that the Company will be
administratively dissolved by the State of Iowa in due course.
In view of the foregoing, the Company does not believe that any
benefits would be derived from its continued registration under the Exchange
Act, even if the Company had the ability to prepare and file the reports
thereunder.