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 University Inn & Conference Center, 2401 North Forest Road,
Amherst, New York, on October 30, 1997, 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 23, 1997 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, Secretary
Joseph P. Gastel, Secretary
DATED: September 26, 1997
North Tonawanda, New York
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
OF
TAYLOR DEVICES, INC.
_________________________
TO BE HELD AT THE UNIVERSITY INN & CONFERENCE CENTER,
2401 NORTH FOREST ROAD, AMHERST, NEW YORK
OCTOBER 30, 1997
This Proxy Statement is furnished to shareholders by the Board
of Directors of Taylor Devices, Inc. in connection with the
solicitation of proxies for use at the Annual Meeting of
Shareholders to be held on October 30, 1997, 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
26, 1997.
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 October 30, 1997, as the date
for this year's Annual Meeting of Shareholders. The Board of
Directors has fixed the close of business on September 23, 1997, as
the record date for determining the holders of common stock
entitled to notice of and to vote at the meeting. On September 23,
1997, the Company had outstanding and entitled to vote a total of
2,749,667 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 23,
1997, 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 the executive officers named in the Summary
Compensation Table, 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 Ownership (5) of Class
Tayco Developments, Inc. 697,567(1) 25.4%
100 Taylor Drive
North Tonawanda, NY 14120
Douglas P. Taylor 55,568(2)(4) 2.0%
90 Taylor Drive
North Tonawanda, NY 14120
Richard G. Hill 49,096(3)(4) 1.8%
90 Taylor Drive
North Tonawanda, NY 14120
Joseph P. Gastel 58,124(4) 2.1%
295 Main Street, Suite 722
Buffalo, NY 14203-2507
Donald B. Hofmar 19,233(4) .6%
365 Brantwood Drive
Amherst, NY 14226
Randall L. Clark 7,000(4) .2%
3570 Broadway
Buffalo, NY 14227
All directors and officers 192,120 7.0%
The Cameron Baird Foundation 148,400 (6) 5.5%
1350 One M&T Plaza
Buffalo, NY 14203
(1) As of June 9, 1997, the irrevocable proxy from Tayco
Developments, Inc. ("Developments") to the Company voting these
shares terminated, because Developments repaid its portion of the
Tayco Technology, Inc. ("Tech") indebtedness to the Company.
In addition to shares owned in the Company, the Taylor family
also owns shares in Developments. Mr. Paul H. Taylor, the father of
Douglas P. Taylor and the father-in-law of Richard G. Hill, owns
105,779 shares or 10.7% of Developments's stock (for an attributed
control of 4.2% in the Company). Including Paul H. Taylor's
beneficial ownership interests in the Company and Developments, but
excluding shares beneficially owned by Messrs. Douglas P. Taylor
and Richard G. Hill in either the Company or Developments, the
Taylor family owns or controls 188,491 shares or 6.9% of the
Company's stock and 169,834 shares or 17.2% of Developments' stock,
respectively. As to all such shares, Douglas P. Taylor and Richard
G. Hill disclaim any beneficial interest.
(2) Includes 2,307 shares held beneficially and of record by
Sandra Taylor, wife of Douglas Taylor, and 7,042 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. These shares represent less than 1% of the Company's
stock.
(3) Includes 656 shares held by Joyce Taylor Hill, wife of Mr.
Hill and sister of Douglas P. Taylor, as custodian for their minor
children. As to all such shares, Mr. Hill disclaims any beneficial
ownership. See also note 2 above.
(4) Includes options granted to directors and officers and which
have not been exercised, but which can be exercised within 60 days.
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.
(6) Information regarding The Cameron Baird Foundation has been
taken from Amendment No. 3 to Schedule 13D filed May 23, 1997 with
respect to Company stock by the following persons: Aries Hill
Corp., 48,500 shares (1.8%); Brent D. Baird, 20,000 shares (0.7%),
including 10,000 shares held in Trubee, Collins & Co.'s pension
plan for the benefit of Brent D. Baird; Bridget B. Baird, as
Successor Trustee, 10,000 shares (0.4%); The Cameron Baird
Foundation, 148,400 shares (5.5%); Jane D. Baird, 30,500 (1.1%);
Anne S. Baird, 5,000 shares (0.2%); David M. Stark, as Successor
Trustee, 3,000 shares (0.1%); total of filing persons, 265,400
shares (9.8%). The persons filing such Schedule 13D, rather than
the Company, are responsible for the accuracy and completeness of
such information.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on the Company's review of copies of forms
received, or the written representations from reporting persons to
the Company that no Forms 5 were required, the Company believes
that all directors, officers and beneficial owners of more than 10%
of the securities of the Company, have timely filed all reports of
ownership and changes in ownership in the Company's stock with the
Securities and Exchange Commission, and that these reporting
persons have been in compliance with reporting requirements for
Fiscal 1997, as required by Section 16(a) of the Securities
Exchange Act.
THE 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 and since their last election to the Board by
the shareholders at the Annual Meeting of Shareholders that was
held November 8, 1996.
Nominees and Directors
The nominees for director, their ages, principal occupations,
positions with the Company, and the date each nominee was elected
a director of the Company are set forth below:
DOUGLAS P. TAYLOR (49), President of the Company since April 1991,
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, and as President of
both Companies since 1991. Mr. Taylor is the brother-in-law of
Richard G. Hill.
RICHARD G. HILL (47), 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 (72), is a Patent Attorney and a Director and
Secretary of the Company and of Developments since 1984.
DONALD B. HOFMAR (68), who has served as a Director of the Company
since 1991, has been the President of Bell-Mar, Inc. since its
inception in 1962. Bell-Mar, Inc. a corporation which serves as a
sales contractor for Thomas Publishing Company, a vendor to the
Company, but the business transacted is less than $30,000 per year.
RANDALL L. CLARK (54), has served as a Director of the Company
since 1996. Mr. Clark is a Director of Buffalo Ventures, Inc., an
investment banking firm, and serves as Chairman of the Board of
Directors of Dunn Tire Corporation of Western New York. From 1992
until 1996, Mr. Clark was Executive Vice President and Chief
Operating Officer of Pratt & Lambert. From 1980 to 1992, Mr. Clark
served as President and Chief Executive Officer of Dunlop Tire
Corporation. He was appointed to its Board of Directors in 1983
and also served as Chairman of the Board of Dunlop Tire Corp. in
North America from 1985 to 1991.
Mr. Clark also serves on the board of directors of several
other area corporations, including, Acme Electric Corporation, a
reporting company (NYSE), Merchants Mutual Insurance Company,
Marine Midland Bank - Western Region, and Millard Fillmore
Hospital. He is Vice Chairman of the International Trade Council
of Western New York, and Chairman of the University of Buffalo's
Center for Industrial Effectiveness. Mr. Clark holds a B.A. degree
from the University of Pennsylvania and an M.B.A. degree from the
Wharton School of Finance and Commerce.
For each director's ownership of the Company's common stock,
see "Certain Beneficial Owners and Management."
It is the intention of the persons named in the enclosed form
of proxy, unless otherwise directed, to vote for the election of
the nominees to serve on the Board of Directors until the next
Annual Meeting of Shareholders. Each nominee will be elected by a
plurality of affirmative votes cast by shareholders.
The Board of Directors recommends a vote FOR management's
slate of nominees to the Board of Directors, which is Item 1 on the
form of proxy.
Board of Directors and Committee Meetings
In fiscal 1997, 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 1997.
The Audit Committee is comprised of two 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
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 twice in fiscal 1997, with both members in
attendance.
The Compensation Committee, comprised of Messrs. Hofmar and
Gastel, was formed to review the compensation of the Company's
executive officers, and make recommendations in that regard to the
Board, as a whole. The Compensation Committee met one time in
fiscal 1997 with both members in attendance.
The Stock Option Committee, formed in December 1994 to
administer the Company's 1994 Stock Option Plan (the "1994 Plan"),
is comprised of Messrs. Gastel and Hofmar. The Committee met twice
in fiscal 1997, 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 committee of
the Board of Directors.
Effective February 17, 1997, fees to members of the Board of
Directors were increased from $1,250 to $1,500 for each Board
Meeting attended, with an additional fee to the Secretary of the
Company increased from $2,000 to $2,250 per meeting. In fiscal
1997, all four Board meetings were held prior to the increase in
fees. Fees are paid either in cash or, if requested by a director,
credited toward any future exercise of options.
In addition, and pursuant to the formula set forth in the 1994
Plan, each director received a grant of options for 5,000 shares of
common stock. The option price of the stock was $5.1875, which
represents the mean of the bid/ask price of the Company's common
stock on the fixed date of grant, April 18, 1997. The mean of the
bid/ask price at May 31, 1997 was $5.375.
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, Donald B. Hofmar and Randall L. Clark, see
"Nominees and Directors" above.
KENNETH G. BERNSTEIN (50), 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 Executive Vice President. No other current
executive officers earn more than $100,000 annually in salary and
bonus.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS
(1) (2) (3) (4)
SECURI-
TIES
UNDER-
NAME/ OTHER LYING ALL
PRINCIPAL FISCAL ANNUAL OPTIONS/ OTHER
POSITION YEAR SALARY($) BONUS($) COMP($) SARS(#) COMP($)
Douglas P. Taylor 1997 $130,173 $ 792 $ - 5,000 $24,501
Chairman/President 1996 $127,727 $ 928 $ 6,623 5,000 $23,543
Chief Executive 1995 $107,620 $ - $18,715 5,000 $20,081
Officer
Richard G. Hill 1997 $101,169 $ 906 $ - 5,000 $24,436
Vice President 1996 $ 95,141 $1,272 $ 3,312 5,000 $23,394
1995 $ 80,181 $ - $12,361 5,000 $19,948
1) Automotive vehicles owned by the Company are made available to
the named executive officers and use of such vehicles is not
limited to business purposes. The value of any personal economic
benefit associated with such use cannot reasonably be determined by
the Company.
(2) The named executive officers did not exercise options for
Fiscal 1997.
(3) Incentive options were granted pursuant to the terms of the
1994 Plan on April 18, 1997 at an option price of $5.1875, which is
the mean of the bid/ask price of the Company's common stock on the
date of grant.
(4) Other compensation, as paid and accrued to the above named
executive officers, is as follows:
DIRECT-
OR'S MGM'T AUTO 401K
FEES FEES ALLOW- CONTRI- TOTAL
ANCE BUTION
Douglas Taylor:
Fiscal Year Ended 5/31/97 $ 5,950 $16,042 $ 1,800 $ 709 $24,501
Fiscal Year Ended 5/31/96 $ 5,000 $16,150 $ 1,800 $ 593 $23,543
Fiscal Year Ended 5/31/95 $ 4,600 $13,283 $ 1,800 $ 398 $20,081
Richard Hill:
Fiscal Year Ended 5/31/97 $ 5,950 $16,042 $ 1,800 $ 644 $24,436
Fiscal Year Ended 5/31/96 $ 5,000 $16,150 $ 1,800 $ 444 $23,394
Fiscal Year Ended 5/31/95 $ 4,600 $13,283 $ 1,800 $ 265 $19,948
OPTION/SAR GRANTS
IN FISCAL YEAR 5/31/97
POTENTIAL REALIZ-
ABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
% OF
TOTAL
NUMBER OP-
OF TIONS
SECUR- GRANT-
ITIES ED
UNDER- TO
LYING EM-
OP- PLOY- EXER- GRANT
TIONS EES CISE DATE
GRANT- IN OR PRESENT
ED FIS- BASE EXPIR- VALUE
(#) CAL PRICE ATION ($)
NAME (1) YEAR ($ SH) DATE 5% 10% (2)
Douglas P. Taylor 5,000 27.8% $5.19 4/18/02 $7,170 $15,843 $13,900
Chairman,
President,
and CEO
Richard G. Hill 5,000 27.8% $5.19 4/18/02 $7,170 $15,843 $13,900
Vice President
(1) The incentive options were granted on April 18, 1997 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
5/31/97
(1)
Number of (2)
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares At Fiscal At Fiscal
Acquired Year End Year End
On Value Exercisable(E)/ Exercisable(E)/
Name Exercise(#) Realized Unexercisable(U) Unexercisable(U)
Douglas P. -0- $ 0 29,350 (E) $78,717 (E)
Taylor
Chairman,
President, CEO
Richard G. -0- $ 0 15,000 (E) $13,400 (E)
Hill
Vice President
(1) Exercisable options that include SARs granted in tandem with
that option, the exercise of SARs reduces the number of shares
subject to the related option.
(2) Value is the difference between the market value of the
Company's common stock on May 31, 1997, or $5.375, and the exercise
price for the options.
Employee Stock Purchase Plan
The Company offers a Stock Purchase Plan generally to all its
employees. There is a total of 71,047 shares available for
distribution to all qualified employees at May 31, 1997. The
Company also provides a 401(k) plan for its employees.
Indemnification Insurance for Directors and Officers
On July 24, 1997, the Company renewed an officers and
directors indemnification insurance policy written by Royal
Indemnity. The renewal was for a one-year period at an annual
premium of $17,870. The policy provides indemnification benefits
and the payment of expenses in actions instituted against any
officer or director of the Company for claimed liability arising
out of their conduct in such capacities. To date, no payments or
claims for indemnification or expenses have been made under any
insurance policies purchased by the Company.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company leases a portion of the property where it does
business from its affiliate, Tayco Realty, pursuant to the terms of
a lease which will expire on October 31, 2005. Rental payments by
the Company for fiscal 1997 totaled $159,600. The total rent paid
by the Company is determined by a base rate of $10.64 per square
foot, 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. Developments owns approximately
42% of Tayco Realty, with 58% owned by the Company. The Company is
also the largest single shareholder in Developments, owning 23% of
Developments' stock. See "Certain Beneficial Owners and
Management."
Under the 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.
The term of the License Agreement is the life of the last-to-expire
patent on which the Company is paying royalties, which is December
1, 2014. Certain of these patents had been assigned to the Company
in connection with the Company's assumption of Developments'
portion of indebtedness of Tech under certain guarantees made to
Tech's lenders. The indebtedness was repaid as of June 9, 1997,
and the assignment has been released. See "Certain Beneficial
Owners and Management."
The Company pays a five percent (5%) royalty to Developments
on sales of items sold and shipped. During fiscal 1997, the
Company accrued royalties to Developments of $179,744 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 1997.
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.
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 1997, and the accounting firm recommended by
the Audit Committee to serve as the Company's certified public
accountants for fiscal 1998, will attend the Annual Meeting of
Shareholders. This 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 1998
Annual Meeting of Shareholders must be received by the Secretary of
the Company prior to June 1, 1998, for inclusion in the Proxy
Statement and form of proxy.
FINANCIAL STATEMENTS
This Proxy Statement incorporates by reference the financial
statements contained in the Company's 1997 Annual Report on Form
10-KSB.
OTHER MATTERS
Voting
Under the New York Business Corporation Law ("BCL") and the
Company's By-laws, 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 By-laws,
the directors standing for election must be elected by a plurality
of affirmative votes cast. "Other business," if properly brought
before the meeting, may be adopted by a majority 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
$3,000 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 1997 ANNUAL REPORT TO SHAREHOLDERS, A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, ON OR ABOUT AUGUST 26, 1997, IS
BEING FURNISHED WITHOUT CHARGE TO SHAREHOLDERS BENEFICIALLY OR OF
RECORD ON SEPTEMBER 23, 1997, AND ACCOMPANIES THIS PROXY MATERIAL.
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, P.O. Box 748, North Tonawanda, New
York 14120-0748.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Joseph P. Gastel, Secretary
Joseph P. Gastel, Secretary
DATED: September 26, 1997
North Tonawanda, New York
TAYLOR DEVICES, INC.
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 30, 1997, AT 10:00 A.M.
UNIVERSITY INN & CONFERENCE CENTER
2401 NORTH FOREST ROAD, 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 University
Inn & Conference Center, 2401 North Forest Road, Amherst, New York
at 10:00 A.M. on October 30, 1997, 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 Joseph P. Gastel
FOR all Authority for Authority Donald B. Hofmar
Nominees All Nominees as indicated Randall L. Clark
[ ] [ ] [ ]
___________________________________________________________________
(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.
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 _________________, 1997
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.
