TAYLOR DEVICES, INC.
90 Taylor Drive
North Tonawanda, New York 14120
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF TAYLOR DEVICES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of TAYLOR DEVICES, INC. ("Company") will be held at
the Marriott Hotel, 1340 Millersport Highway, Amherst, New York,
on November 10, 1995, at 10:00 A.M. for the following purposes:
1. To elect five directors of the Company each to serve
for the ensuing year until the next annual meeting and the
election and qualification of his successor.
2. To transact such other business as may properly come
before the meeting or any adjournment or adjournments
thereof.
NOTICE IS HEREBY GIVEN that the stock transfer books of
the Company will not be closed, but only shareholders of record
at the close of business on September 22, 1995 will be entitled
to notice of the meeting and to vote at the meeting.
SHAREHOLDERS WHO WILL BE UNABLE TO BE PRESENT
PERSONALLY MAY ATTEND THE MEETING BY PROXY. SUCH SHAREHOLDERS
ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY. THE
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
BY ORDER OF THE BOARD OF DIRECTORS
/S/Joseph P. Gastel
Joseph P. Gastel, Secretary
DATED: September 28, 1995
North Tonawanda, New York
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
OF
TAYLOR DEVICES, INC.
90 TAYLOR DRIVE
NORTH TONAWANDA, NEW YORK 14120
_________________________
TO BE HELD AT THE MARRIOTT HOTEL, 1340 MILLERSPORT HIGHWAY
AMHERST, NEW YORK ON
NOVEMBER 10, 1995
This Proxy Statement is furnished to shareholders by the
Board of Directors of Taylor Devices, Inc. (the "Company") in
connection with the solicitation of proxies for use at the Annual
Meeting of Shareholders to be held on November 10, 1995, at 10:00
A.M., and at any adjournments thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders. It
is proposed first to give or mail this Proxy Statement and the
accompanying form of proxy to shareholders on or about September
28, 1995.
If the enclosed form of proxy is properly executed and
returned, the shares represented thereby will be voted in
accordance with the instructions contained therein. Any proxy
given pursuant to this solicitation may be revoked by the
shareholder at any time prior to its use by written notice to the
Secretary of the Company.
RECORD DATE AND VOTING SECURITIES
The Bylaws of the Company provide that the Annual Meeting of
Shareholders shall be held at any time within six (6) months
after the end of the fiscal year. In accordance with the Bylaws,
the Board of Directors has established November 10, 1995, as the
date for this year's Annual Meeting of Shareholders. The Board
of Directors has fixed the close of business on September 22,
1995, as the record date for determining the holders of common
stock entitled to notice of and to vote at the meeting. On
September 22, 1995, the Company had outstanding and entitled to
vote a total of 2,664,165 shares of common stock. Each
outstanding share of common stock is entitled to one vote on all
matters to be brought before the meeting.
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September
22, 1995, as to persons known by the Company to be the beneficial
owners of more than five percent of the Company's common stock,
as well as shares owned by named executive officers, each
director and all directors and executive officers of the Company
as a group:
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent (%)
Owner Owner (5) of Class
Tayco Developments, Inc. 697,567(1) 26.2%
100 Taylor Drive
North Tonawanda, NY 14120
Douglas P. Taylor 54,216(2)(4) 2.0%
90 Taylor Drive
North Tonawanda, NY 14120
Richard G. Hill 45,556(3)(4) 1.7%
90 Taylor Drive
North Tonawanda, NY 14120
Joseph P. Gastel 50,473(4) 1.9%
722 Ellicott Square Bldg.
Buffalo, NY 14203
O. Eugene Hilger 69,172(4) 2.5%
90 Taylor Drive
North Tonawanda, NY 14120
Donald B. Hofmar 12,233(4) *
365 Brantwood Drive
Amherst, NY 14226
All directors and officers
as a group (six) 232,805 8.7%
* less than 1%
(1) These shares are subject to an irrevocable proxy from Tayco
Developments, Inc. ("Developments") to the Company. The
irrevocable proxy and related documents were renewed until August
1, 1997 or until Developments can pay its portion of the Tayco
Technology, Inc. ("Tech") indebtedness, whichever event is the
earlier to occur. Tech has been merged into the Company. See
"Transactions with Management and Others".
(2) Includes 2,307 shares held beneficially and of record by
Sandra Taylor, wife to Douglas Taylor, and 10,042 shares held by
her as custodian for their minor children. Also included are 38
shares held by Mr. Taylor as custodian for their minor children.
As to all such shares, Mr. Taylor disclaims any beneficial
ownership. Members of Douglas P. Taylor's immediate family own
12,349 shares, which represent less than 1% of the Company's
stock, as to which shares Mr. Taylor disclaims any beneficial
ownership.
Paul H. Taylor, father of Douglas P. Taylor, and father-in-
law of Richard G. Hill, also owns 212,240 shares or 21.4% of the
equity securities of Developments, the Company's largest
shareholder. This ownership interest in Developments, together
with 8,624 shares of stock which Paul H. Taylor owns in the
Company, results in approximately 26.8% control in the Company
attributable to Paul H. Taylor. Consequently, not including the
ownership interests of Messrs. Douglas P. Taylor and Richard G.
Hill, shares of Developments' stock which the Taylor family own,
together with the shares which they own in the Company, result in
the family owning or controlling 260,181 shares or 9.9% of the
Company's stock. As to all such shares, Douglas P. Taylor and
Richard G. Hill disclaim any beneficial interest.
(3) Includes 4,288 shares held by Joyce Taylor Hill, wife of Mr.
Hill and sister of Douglas Taylor, as well as 2,201 shares held
by Mrs. Hill as custodian for their minor children. As to all
such shares Mr. Hill disclaims any beneficial ownership. See
also footnote 2 above.
(4) Includes options granted to directors and officers,
exercisable within 60 days, which have not been exercised. These
options were granted pursuant to the Company's 1994 Taylor
Devices, Inc. Stock Option Plan (the "1994 Stock Option Plan"),
and the 1982 Non-Statutory and Incentive Stock Option Plans,
which have expired (the "1982 Stock Option Plans"). See
"Executive Compensation".
(5) Information presented in this table has been supplied by the
respective shareholders or by the Company as transfer agent.
ELECTION OF DIRECTORS
Five directors of the Company are to be elected to hold
office until the election and qualification of their successors
at the next Annual Meeting of Shareholders. Unless the proxy
directs otherwise, the persons named in the enclosed form of
proxy will vote for the election of the five nominees named
below. In the event that any of the nominees should be unable to
serve, or for good reason will not serve, the proxy will be voted
in accordance with the best judgment of the person or persons
acting under it. It is not anticipated that any of the proposed
nominees will be unable to serve.
All nominees have been members of the Board of Directors
since the dates indicated. The last Annual Meeting of
Shareholders was held on October 28, 1994, at which time each of
the named directors was elected to membership on the Board.
Nominees and Directors
The nominees for director, their ages, principal
occupations, positions with the Company, and the date each
nominee was elected a director ofthe Company are set forth below:
DOUGLAS P. TAYLOR (47), President of the Company since April
1991, was Executive Vice President since 1979, and has served as
a director since 1976. Since 1972 and 1977, he has also served
as director of Developments and Tayco Realty Corporation ("Tayco
Realty"), respectively. Mr. Taylor became President of both
companies in April of 1991. Mr. Taylor is the brother-in-law of
Richard G. Hill.
RICHARD G. HILL (45), has served as Vice President of the Company
since 1978, and as a director and Executive Vice President since
1991. In 1991, Mr. Hill also became a director and Executive
Vice President of Tayco Realty. Mr. Hill is the brother-in-law
of Douglas P. Taylor.
JOSEPH P. GASTEL (70), is a patent attorney and a director and
Secretary of the Company and of Developments since 1984.
O. EUGENE HILGER (89), served as Vice President of Procurement
and Sub-Contracting and business consultant to the Company from
1975 to June 1991, and has served as a director since 1974.
DONALD B. HOFMAR (66), who has served as a director of the
Company since 1991, is the President of Bell-Mar, Inc., a
corporation which serves as a sales contractor for Thomas
Publishing Company. Mr. Hofmar has been employed by Bell-Mar,
Inc. since 1965. Bell-Mar, Inc. is a vendor to the Company, but
the business transacted is $27,000 or less per year.
For each director's ownership of the Company's common stock,
see "Certain Beneficial Owners and Management".
The Board of Directors recommends a vote FOR management's
slate of nominees for director, which is Item 1 on the form of
proxy.
Board of Directors and Committee Meetings
In fiscal 1995, the Board of Directors met four times with
100% of the directors in attendance.
The Executive Committee, between meetings of the Board of
Directors and to the extent permitted by law, exercises all of
the powers and authority of the Board in the management of the
business of the Company. The Executive Committee, comprised of
Messrs. Taylor, Hill, and Gastel, did not meet in fiscal 1995.
The Audit Committee is comprised of the Company's outside
directors, Messrs. Gastel and Hofmar, and has as its function,
the review and implementation of accounting and audit procedures
utilized by the Company internally, and as recommended to the
Company by the Company's certified public accountants. The Audit
Committee also makes recommendations to the Board regarding
selection of the Company's accountants for the forthcoming fiscal
year. The Audit Committee met once in fiscal 1995, with all
members in attendance.
The Stock Option Committee, formed in December 1994 to
administer the 1994 Stock Option Plan, is comprised of Messrs.
Gastel and Hofmar and met once in fiscal 1995, with both members
in attendance. The 1982 Stock Option Plans are administered by
Mesdames Janice Nicely and Kathleen King, employees of the
Company. No further stock options may be granted under the 1982
Stock Option Plan.
The Company does not have a standing nominating or a
compensation committee of the Board of Directors.
In fiscal 1995, each member of the Board of Directors
received a fee of $1,000 for each Board meeting attended. The
fee is paid either in cash or, if requested by the director,
credited toward future exercise of options held by such director.
In addition, the Secretary of the meeting received a $2,000 fee
per meeting for services rendered in that capacity. In addition,
pursuant to a formula under the Company's 1994 Stock Option Plan,
each director received a grant of options for 5,000 shares of
common stock. The option price was $4.00, which is the mean of
the bid/ask price of the Company's common stock on the date of
grant. The present value of such options as of September 13,
1995, for each individual, is $23,437.50.
All directors may be considered to be "control persons" as
that term is defined in the Securities Act of 1933, as amended.
Current Directors and Officers
For information on Messrs. Douglas P. Taylor, Richard G.
Hill, Joseph P. Gastel, O. Eugene Hilger and Donald B. Hofmar,
see "Nominees and Directors" above.
KENNETH G. BERNSTEIN (48), Controller of the Company since
November 1992, was appointed Treasurer of the Company in December
1994. From August 1981 to July 1992 he was employed as a
Management Accountant and Internal Auditor by British Petroleum.
EXECUTIVE COMPENSATION
The following table sets forth certain information
concerning compensation of and stock options held by the
Company's Chief Executive Officer and Vice President. No other
current executive officers earn more than $100,000 annually in
salary and bonus.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSA-
TION AWARDS
__________________________ ___________________
(1) (2) (3) (4)
SECURITIES
NAME/ OTHER UNDERLYING ALL
PRINCIPAL FISCAL ANNUAL OPTIONS/ OTHER
POSITION YEAR SALARY($) BONUS($) COMP($) SARS(#) COMP($)
Douglas P. 1995 $107,620 $ - $18,715 5,000 $20,081
Taylor, 1994 $ 94,710 $ - - - $16,653
Chairman/ 1993 $ 91,669 $ - - - $14,540
President/
Chief Executive
Officer
Richard G. 1995 $ 80,181 $ - $12,361 5,000 $19,948
Hill, 1994 $ 68,585 $ - $ 9,062 - $16,534
Vice 1993 $ 66,765 $ - - - $14,540
President
(1) Automotive vehicles owned by the Company are made available
to CEO and Vice President. The use of these vehicles are not
limited to business purposes. The value of any personal economic
benefit associated with this use of these vehicles cannot
reasonably be determined by the Company.
(2) Pursuant to the 1982 Stock Option Plans, on November 18,
1994 during fiscal year 1995, Mr. Taylor exercised 7,717 SARs
accompanying non-statutory options, to acquire 3,187 shares of
common stock and for payment of personal income taxes, at a value
per SAR on the date of exercise of $2.39. On November 29, 1994,
Mr. Hill exercised 5,512 SARs accompanying non-statutory options,
to acquire 2,150 shares of common stock and for payment of
personal income taxes, at a value per SAR on the date of exercise
of $2.21. On December 8, 1993 during fiscal year 1994, Mr. Hill
exercised 2,600 non-statutory options to acquire 2,600 shares of
common stock and 1,500 SARs for payment of personal income taxes,
at a value per SAR on the date of exercise of $2.08.
The value of a SAR per share of common stock is the difference on
the date of exercise between the fair market value per share of
common stock and the option exercise price. Only non-statutory
options are accompanied by SARs.
(3) Incentive options were granted pursuant to the 1994 Stock
Option Plan on April 18, 1995, at an option price of $4.00, which
is the mean of the bid/ask price of the Company's common stock on
the date of grant. The present value of the options as of
September 13, 1995 to each individual is $23,437.50. See table
below.
(4) OTHER COMPENSATION PAID/ACCRUED
DIRECTOR'S MNGMNT AUTO 401K
FEES FEES ALLOWANCE CONTRIB. TOTAL
Douglas Taylor:
FYE 5/31/95 $ 4,600 $13,283 $ 1,800 $ 398 $20,081
FYE 5/31/94 $ 4,950 $ 9,550 $ 1,800 $ 353 $16,653
FYE 5/31/93 $ 4,800 $ 7,850 $ 1,890 $ - $14,540
Richard Hill:
FYE 5/31/95 $ 4,600 $13,283 $ 1,800 $ 265 $19,948
FYE 5/31/94 $ 4,950 $ 9,550 $ 1,800 $ 235 $16,535
FYE 5/31/93 $ 4,800 $ 7,850 $ 1,890 $ - $14,540
OPTION/SAR GRANTS
IN FISCAL YEAR 5/31/95
POTENTIAL REALIZ-
ABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
_________________________________________ ________________
NUMBER OF % OF
SECURITIES TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE EXPIR-
GRANTED(#) EMPLOYEES IN OR BASE ATION
NAME (1) FISCAL YEAR PRICE($ SH) DATE 5% 10%
Douglas P. 5,000 50.00% $4.00 4/18/05 $12,578 $31,875
Taylor,
Chairman,
President,
and CEO
Richard G. 5,000 50.00% $4.00 4/18/05 $12,578 $31,875
Hill,
Vice President
(1) The incentive options were granted on April 18, 1995
pursuant to the 1994 Stock Option Plan. No SARs can be granted
with incentive options. The options are not exercisable until
the date six months after the date of grant.
AGGREGATED OPTION/SAR EXERCISES
IN LAST FISCAL YEAR AND
YEAR-END OPTION/SAR VALUES
5/31/95
(2)
Number of
Securities (3)
Underlying Value of Unexer-
Unexercised cised In-The-
Options/SARs Money Options/
Shares (1) At FYE SARs At FYE
Acquired on Value Exercisable(E)/ Exercisable (E)/
Name Exercise(#) Realized Unexercisable(U) Unexercisable(U)
______________________________________________________________________
Douglas P. 3,187 $11,950 21,555 (E) $58,678 (E)
Taylor
Chairman,
President,
Chief Executive
Officer
Richard G. 2,150 $ 7,673 6,103 (E) $4,482 (E)
Hill
Vice
President
(1) Value realized is the difference between the market value of
the Company's common stock on the dates of exercise (11/18/94 &
11/29/94) and the exercise price for the SARs.
(2) The exercisable options include SARs granted in tandem with
17,658 options; the exercise of SARs reduces the number of shares
subject to the related option.
(3) Value is the difference between the market value of the
Company's common stock on May 31, 1995 of $4.25, and the exercise
price for the options.
Employee Stock Purchase
In 1994, Shareholders of the Company approved an amendment
to the Company's Employee Stock Purchase Plan (The "Stock
Purchase Plan"), which is available generally to all employees,
increasing to a total of 200,000 the number of shares of the
Company's common stock available for purchase. The Company's
matching contribution to each employee depends upon the
percentage of gross compensation which such employee elects to
contribute. The Company also provides a 401(k) plan for its
employees.
Directors and Officers Indemnification Insurance
On July 26, 1995, the Company renewed its directors and
officers indemnification insurance policy written by the Royal
Indemnity Company. The renewal is for a one year period at an
annual premium of $8,800. The policy provides for
indemnification benefits and the payment of expenses in actions
instituted against any director or officer of the Company for
claimed liability arising out of his conduct in such capacity.
No payments or claims of indemnification or expenses have been
made under any such policy.
Exchange Act Compliance
Under Section 16 of the Securities Exchange Act of 1934, as
amended, directors, executive officers, and certain other persons
are required to report their ownership of equity securities of
the Company, and any changes in that ownership, to the Securities
and Exchange Commission and the National Association of
Securities Dealers, Inc. Based solely upon a review of reports
furnished to the Company by such persons, to the Company's
knowledge, Kenneth G. Bernstein, the Company's Treasurer,
reported a March 31, 1995 purchase of the Company's stock under
the Employee Stock Purchase Plan reported two days late.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company leases a portion of both the building and the
property on which it is located from Tayco Realty. Rental
payments for fiscal 1995 totaled $78,000. The term of the lease
expires on October 31, 1995. Prior to this date, the annual
rental amount will be renegotiated by management of both
companies. Other terms and conditions will remain substantially
the same. The total rent paid by the Company is determined by a
base rate and is subject to adjustment for increases in taxes,
maintenance costs and for utilization of additional space by the
Company. The Company also pays for certain expenses incurred for
the operation of the facilities.
The Company, Developments, and Tayco Realty share common
management and a close business relationship. Particularly as it
relates to the Company and Developments, as separate corporations
responsible to their own shareholders, corporate interests may
from time to time diverge regarding various aspects of business,
including development and licensing of future inventions and
patents. In that case, Developments would be permitted to
license future patents and inventions to licensees other than the
Company, which may render the Company's present License Agreement
only minimally beneficial.
Developments is the largest single shareholder of the
Company, owning approximately 26.5% of its outstanding common
stock. Paul H. Taylor, father to Douglas P. Taylor, owns
approximately 21.4% of the common stock of Developments, with the
Taylor family owning an additional 3%, as to which shares Paul
Taylor disclaims beneficial ownership. Developments owns
approximately 42% of Tayco Realty, an affiliate of both
corporations, with 58% owned by the Company.
Under a License Agreement ("License Agreement"), dated
November 1, 1959, Developments granted the Company certain
preferential rights to market in the United States and Canada all
existing and future inventions and patents owned by Developments.
Certain of these patents have been assigned to the Company in
connection with the Company's assumption of Developments' portion
of the indebtedness of Tech under certain guarantees to Tech's
lenders. The term of this License Agreement is the life of the
last-to-expire patent on which the Company is paying royalties,
which is 2010. The Company pays a five percent (5%) royalty to
Developments on sales of items sold and shipped. During fiscal
1995, the Company accrued royalties to Developments of $65,482,
and all payments are current.
The License Agreement also provides for Developments to pay
the Company 10% of the gross royalties received from third
parties who are permitted to make, use and sell machinery and
equipment under patents not subject to the License Agreement, and
apparatus and equipment subject to the License Agreement, but
modified by the Company, the rights to such modification having
been assigned to Developments. No royalties were received in
fiscal 1995.
In 1987, the Company guaranteed 40% and Developments 60% of
certain obligations of their former affiliate, Tech, in the
approximate amount of $850,000. In March 1991, certain of the
lenders called their loans. Since Tech was unable to repay the
loans and Developments was unable to assume its portion of the
obligations under the guaranties, the Company assumed all
obligations and continued to make all payments as they came due.
In January 1992, the Company acquired approximately 23% of the
restricted common stock of Developments at its fair market value
in consideration of the Company's discharging certain of
Developments' obligations as a guarantor on the Tech
indebtedness. In addition, Developments granted the Company an
irrevocable proxy to vote the 697,567 shares which Developments
owns in the Company. This proxy and related documents were
renewed until August 1, 1997, or until the indebtedness is repaid
in full, whichever is the earlier to occur. See footnote 1 to
"Certain Beneficial Owners and Management."
In July 1994, Tech was merged into the Company, and in so
doing, the Company formally agreed to assume all its obligations,
including the obligations of Developments under its guarantee.
As of June 30, 1995, approximately $72,205 remains outstanding on
these loans, of which $43,323 is Developments' portion. The
merger also permitted the Company to utilize approximately
$876,000 of the net tax operating losses generated by Tech,
assuming the Company's operations continue to be profitable. See
"Financial Statements" to the Company's Annual Report on Form
10-KSB, accompanying this Proxy Statement.
All transactions described above are on as favorable a basis
to the Company as if entered into with an unaffiliated party.
INDEPENDENT AUDITORS
A representative of J.D. Elliott & Co., P.C., the Company's
auditors for fiscal 1995, and the accounting firm recommended by
the Audit Committee to serve as the Company's certified public
accountants for fiscal 1996, will attend the Annual Meeting of
Shareholders. A representative will be available to respond to
questions raised orally, and will be given the opportunity to
make a statement, if desired.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented to the
1996 Annual Meeting of Shareholders must be received by the
Secretary of the Company prior to June 1, 1996, for inclusion in
the Proxy Statement and form of proxy.
FINANCIAL STATEMENTS
This Proxy Statement incorporates by reference the financial
statements contained in the 1995 Annual Report on Form 10-KSB
which is being mailed to shareholders of record together with the
proxy materials.
OTHER MATTERS
Voting
Under the New York Business Corporation law ("BCL") and the
Company's Bylaws, the presence, in person or by proxy, of a
majority of the outstanding common shares is necessary to
constitute a quorum of the shareholders to take action at the
Annual Meeting. The shares which are present or represented by a
proxy will be counted for quorum purposes regardless of whether
or not a broker with discretionary authority fails to exercise
discretionary voting authority with respect to any particular
matter.
Once a quorum is established, under the BCL and the
Company's Bylaws, the directors standing for election must be
elected by a plurality of the votes cast. For voting purposes,
all votes cast "for", "against", "abstain", or "withhold
authority" will be counted in accordance with such instruction as
to each item. No broker non-votes will be counted for any item.
The expenses of this solicitation, including the costs of
preparing and mailing this Proxy Statement and accompanying
material will be borne by the Company. The Company has retained
the services of Regan & Associates, Inc. to assist in the
solicitation of proxies under a contract providing for payment of
$2,827 plus reimbursement of reasonable out-of-pocket expenses.
In addition to solicitations by mail, Regan & Associates, Inc.
and regular employees of the Company may solicit proxies in
person, by mail or by telephone, but no employee of the Company
will receive any compensation for solicitation activities in
addition to their regular compensation. Expenses may also
include the charges and expenses of brokerage houses, nominees,
custodians and fiduciaries for forwarding proxies and proxy
materials to beneficial owners of shares.
The Board of Directors knows of no other matters to be voted
upon at the Annual Meeting. If any other matters properly come
before the Annual Meeting, it is the intention of the persons
named in the enclosed form of proxy to vote on such matters in
accordance with their judgment.
Annual Report
In addition to the Annual Report on Form 10-KSB, copies of
the 1995 Annual Report to Shareholders, together with copies of
this Notice of Annual Meeting, Proxy Statement, and form of proxy
are being mailed to shareholders of record. Additional copies of
the Company's Annual Report on Form 10-KSB may be obtained from
Joseph P. Gastel, Secretary, Taylor Devices, Inc., 90 Taylor
Drive, North Tonawanda, New York 14120-0748.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, ON OR ABOUT AUGUST
25, 1995, IS BEING FURNISHED WITHOUT CHARGE TO SHAREHOLDERS
BENEFICIALLY OR OF RECORD ON SEPTEMBER 22, 1995, AND ACCOMPANIES
THIS PROXY MATERIAL.
BY ORDER OF THE BOARD OF DIRECTORS
/S/Joseph P. Gastel
Joseph P. Gastel, Secretary
DATED: September 28, 1995
North Tonawanda, New York
TAYLOR DEVICES, INC.
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 1995, AT 10:00 A.M.
MARRIOTT HOTEL, 1340 MILLERSPORT HIGHWAY, AMHERST, NEW YORK
The undersigned hereby appoints Douglas P. Taylor and Joseph
P. Gastel, and each of them with full power of substitution as
proxies for the undersigned to attend the Annual Meeting of
Shareholders of TAYLOR DEVICES, INC. to be held at the Marriott
Hotel, 1340 Millersport Highway, Amherst, New York at 10:00 A.M.
on November 10, 1995, and at any adjournment thereof, to vote and
act with respect to all common shares of the Company which the
undersigned would be entitled to vote, with all the power the
undersigned would possess if present in person, as follows:
The Board of Directors recommends that you vote FOR:
1. ELECTION OF DIRECTORS.
DIRECTORS
Douglas P. Taylor
Richard G. Hill
Withhold Withhold O. Eugene Hilger
FOR all Authority for all Authority Joseph P. Gastel,
Nominees Nominees as indicated Donald B. Hofmar
[ ] [ ] [ ]
___________________________
(Withhold authority for
nominees whose names are
written above)
2. In their discretion, the proxies ARE AUTHORIZED TO VOTE on
any other business that may properly come before the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy will be voted as directed, but if no direction is
indicated, it will be voted - FOR the nominees described in Item
1 above, and in the discretion of the proxies, on such other
matters as may properly come before the Annual Meeting of any
adjournment or postponements thereof.
Receipt of the Notice of Annual Meeting of Shareholders and
accompanying Proxy Statement is hereby acknowledged.
[ ] Please check ( ) this box if you plan to attend the Annual
Meeting.
Dated _________________, 1995
_____________________________
_____________________________
_____________________________
Please sign exactly as your name appears on
this proxy. Joint owners should each sign
personally. If signing as attorney,
executor, administrator, trustee or
guardian, please include your full title.
Corporate proxies should be signed by an
authorized officer.
PLEASE SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
