SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
April 9, 1998
TAYLOR DEVICES, INC.
(Exact name of registrant as specified in charter)
New York 0-3498 16-0797789
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
90 Taylor Drive, North Tonawanda, NEW YORK 14120-0748
(Address of Principal Executive Offices) Zip Code
Registrant's telephone number, including area code - 716-694-0800
Item 4. Changes in Registrant's Certifying Accountant
(a) By unanimous consent of the Board of Directors of Taylor
Devices, Inc. (the "Registrant") on April 9, 1998, the Registrant
engaged the accounting firm of Lumsden & McCormick as independent
accountants for the Registrant effective April 9, 1998.
(b) On recommendation by the Audit Committee to the Board of
Directors and approved by unanimous consent, the Board of Directors
voted to dismiss the accounting firm of J.D. Elliott & Co., P.C.
from further service to the Company effective April 9, 1998.
(c) During the two most recent fiscal years ending May 31, 1996
and 1997 (there having been no professional services rendered
during the interim periods this present fiscal year ending May 31,
1998) there have been no disagreements with J.D. Elliott & Co.,
P.C. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure or any
reportable event.
(d) J.D. Elliott & Co., P.C.'s report on the Financial
State-ments for the past two fiscal years contained no adverse
opinion or
disclaimer of opinion. However, the Board of Directors decided
after careful consideration and review of accounting and auditing
fees that it would be economically advantageous for the Company to
obtain the service of another accounting firm.
(e) The Registrant has requested that J.D. Elliott & Co., P.C.
furnish it with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements.
A copy of the Company's letter to J.D. Elliott & Co., P.C.
dated April 9, 1998 and copies of the letters dated April 13, 1998
of J.D. Elliott & Co., P.C. to the Company and the Commission are
attached as Exhibits 16(i), 16(ii), and 16(iii) respectively to
this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Taylor Devices, Inc.
Date: April 9, 1998 by: /s/Douglas P. Taylor
Douglas P. Taylor
8-K Exhibit-16.(i)
April 9, 1998
J.D. Elliott & Co., P.C.
8685 Sheridan Drive
Williamsville, NY 14221-6399
Att: Michael Vanderwerf
Ref: Taylor Devices, Inc.
Gentlemen:
Your firm has been the audit firm for Taylor Devices, Inc. over
several years and at least for the past two fiscal years ending
with May 31, 1997. Acting upon a recommendation to the Board of
Directors by the Company's audit committee, a decision was made to
seek the services of another accounting firm to perform the
Company's audit work for economic reasons. The Board of Directors
has elected to change accounting firms effective April 9, 1998.
Enclosed is a Form 8-K to be filed with the Securities and Exchange
Commission. I would ask that you review this document. If there
are no disagreements, furnish us with a letter addressed to the
Securities and Exchange Commission indicating that you have no
disagreement. This letter will be attached as an exhibit to the
Form 8-K which the Company will file with the Securities and
Exchange Commission, to be received by April 15,1998.
Due to the limited time that we have to file this 8-K, I would ask
that this letter be faxed directly to me at 716-694-0216 and the
original forwarded to me directly by courier, with your invoice in
this matter, at 90 Taylor Drive, P.O. Box 748, North Tonawanda, New
York 14120-0748.
Thank you for your past services to the Company and for your
immediate attention to this matter.
Sincerely your,
TAYLOR DEVICES, INC.
/s/ Douglas P. Taylor
Douglas P. Taylor
President
8-K Exhibit-16.(ii)
J.D. Elliott & Co., P.C.
8685 Sheridan Drive
Williamsville, NY 14221-6399
April 13, 1998
Douglas P. Taylor, President
Taylor Devices, Inc.
90 Taylor Drive
P.O. Box 0748
North Tonawanda, NY 14120-9922
Dear Mr. Taylor:
This is to confirm that the client-auditor relationship between
Taylor Devices, Inc. (Commission File Number 0-3498) and J.D.
Elliott & Co., P.C. has ceased.
Very truly yours,
/s/J.D. Elliott & Co., P.C.
J.D. Elliott & Co., P.C.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, NW
Washington, DC 20549
8-K Exhibit-16.(iii)
J.D. Elliott & Co., P.C.
8685 Sheridan Drive
Williamsville, NY 14221-6399
April 13, 1998
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Re: Taylor Devices, Inc.
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of
Taylor Devices, Inc. dated April 9, 1998.
Very truly yours,
/s/J.D. Elliott & Co., P.C.
J.D. Elliott & Co., P.C.
cc: Douglas P. Taylor
