-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SSOvWudN/G0eexdtyZ/ZnAZ0q34tJ5uECW+f+Khmbp6LattUkxIU20B7DiJPvc4f qP4TPKkiOMyX5ZJWerT9QQ== 0001027612-96-000003.txt : 19970102 0001027612-96-000003.hdr.sgml : 19970102 ACCESSION NUMBER: 0001027612-96-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961231 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR DEVICES INC CENTRAL INDEX KEY: 0000096536 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 160797789 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35928 FILM NUMBER: 96688672 BUSINESS ADDRESS: STREET 1: 90 TAYLOR DR STREET 2: P O BOX 748 CITY: NORTH TONAWANDA STATE: NY ZIP: 14120 BUSINESS PHONE: 7166940800 MAIL ADDRESS: STREET 1: 90 TAYLOR DR CITY: N TONAWANDA STATE: NY ZIP: 14120-0748 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES HILL CORP CENTRAL INDEX KEY: 0000937708 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 161023268 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168456000 MAIL ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TAYLOR DEVICES, INC. _________________________________________________________________ (Name of Issuer) Shares of Common Stock - $.025 Par Value _________________________________________________________________ (Title of Class of Securities 877163-10-5 ____________________________ (CUSIP Number) Brent D. Baird 1350 One M&T Plaza Buffalo, New York 14203 (Phone: (716) 849-1484) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 20, 1996 _______________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box __. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 877163-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Aries Hill Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 5,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 5,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .186% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 877163-10-5 1. Name of Reporting Person SS or Identification No. of above person (optional) Brent D. Baird 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 10,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 10,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .372% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 877163-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Bridget B. Baird, as Successor Trustee 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 10,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 10,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .372% 14. TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 877163-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) The Cameron Baird Foundation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 100,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 100,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.721% 14. TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 877163-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Jane D. Baird 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 12,500 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 12,500 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .465% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. (a) Title and Class of Security: Taylor Devices, Inc. (the "Issuer") Shares of Common Stock, $.025 Par Value per share("the Shares") (b) Name of Issuer and Address of Issuer's Principal Executive Offices: Taylor Devices, Inc. 90 Taylor Drive North Tonawanda, New York 14120-0748 ITEM 2. IDENTITY AND BACKGROUND. NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE PERSONS LISTED BELOW (THE "REPORTING PERSONS") SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST. (1) ARIES HILL CORP. State of organization: New York Principal Business: Private holding company Address: 1350 One M&T Plaza, Buffalo, N.Y. 14203 Shareholders: Various members of the Baird family. No individual family member has a controlling interest. Directors: Brent D. Baird, Bruce C. Baird, Brian D. Baird Officers: Brent D. Baird - President and Treasurer; Bruce C. Baird - Vice President; Brian D. Baird - Secretary Information on Individual Directors and Officers pursuant to Instruction C: (a) Brent D. Baird (b) 17 Tudor Place, Buffalo, New York 14222 (c) Private Investor, 1350 One M&T Plaza, Buffalo, New York 14203 (d) No (e) No (f) U.S.A. (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (a) Brian D. Baird (b) 300 Woodbridge Avenue, Buffalo, New York 14214 (c) Attorney, Kavinoky & Cook 120 Delaware Avenue, Buffalo, New York 14202 (d) No (e) No (f) U.S.A. (2) (a) Brent D. Baird (b) 17 Tudor Place, Buffalo, New York 14222 (c) Private Investor, 1350 One M&T Plaza, Buffalo, New York 14203 (d) No (e) No (f) U.S.A. (3) BRIDGET B. BAIRD, AS SUCCESSOR TRUSTEE UNDER AN AGREEMENT DATED 12/23/38 ("BRIDGET B. BAIRD, AS SUCCESSOR TRUSTEE"). (a) Bridget B. Baird (b) 28 Old Mill Road, Quaker Hill, Connecticut 06375 (c) Professor, Connecticut College, New London, Connecticut (d) No (e) No (f) U.S.A. (4) THE CAMERON BAIRD FOUNDATION State of organization: New York (created by a Deed of Trust) Principal Business: a charitable private foundation Address: Box 564 Hamburg, New York 14075 Trustees: Jane D. Baird, Chairman Brenda B. Senturia Bronwyn Baird Bruce C. Baird Bridget B. Baird Brian D. Baird Information on Individual Trustees pursuant to Instruction C: (a) Jane D. Baird (b) 8877 Jennings Road, Eden, New York 14057 (c) Homemaker (d) No (e) No (f) U.S.A. (a) Brenda B. Senturia (b) 3519 East Spruce Street, Seattle, Washington 98122 (c) Homemaker (d) No (e) No (f) U.S.A. (a) Bronwyn Baird (b) 252 County Center Road, White Plains, New York 10603 (c) Teacher (d) No (e) No (f) U.S.A. (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (a) Bridget B. Baird (b) 28 Old Mill Road, Quaker Hill, Connecticut 06375 (c) Professor, Connecticut College, New London, Connecticut (d) No (e) No (f) U.S.A. (a) Brian D. Baird (b) 300 Woodbridge Avenue, Buffalo, New York 14214 (c) Attorney at Law, Kavinoky & Cook, 120 Delaware Avenue, Buffalo, New York 14202 (d) No (e) No (f) U.S.A. (5) (a) Jane D. Baird (b) 8877 Jennings Road, Eden, New York 14057 (c) Homemaker (d) No (e) No (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS. The source of funds used by the Reporting Persons are personal funds of each such person with respect to the purchases of such person, except the source of funds used for purchases by Aries Hill Corp. and The Cameron Baird Foundation was working capital of such organizations with respect to the purchases by each such organization. The Reporting Persons did not borrow any funds to acquire their respective shares, it being noted that Aries Hill Corp. has a margin account at Fahnestock & Co. The following table shows the amount of funds paid for the Shares by the Reporting Persons. The following table does not include brokerage commissions. Aries Hill Corp. $25,625 Brent D. Baird 46,250 Bridget B. Baird, 52,250 as Successor Trustee The Cameron Baird 443,906 Foundation Jane D. Baird 62,563 ITEM 4. PURPOSE OF TRANSACTION. The Shares have been acquired by the Reporting Persons for investment purposes. The Reporting Persons intend to continue to evaluate their respective investments in the Shares. Each of the Reporting Persons may make additional purchases or may sell the Shares in open market or in private negotiated transactions. Any such purchase or sale will depend upon their evaluation of their respective investments, upon the amounts and prices of available Shares, and upon other relevant circumstances. The Reporting Persons have no plans or proposals which relate to or would result in: (a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (d) Any material change in the present capitalization or dividend policy of the Issuer; (e) Any other material change in the Issuer's business or corporate structure; (f) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (i) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 137,500 shares of the Issuer:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) Aries Hill Corp. 5,000 .186% Brent D. Baird 10,000 .372% Bridget B. Baird, 10,000 .372% as Successor Trustee (2) The Cameron Baird 100,000 3.721% Foundation Jane D. Baird 12,500 .465% ______ _____ TOTAL 137,500 5.116%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding is 2,687,424 Shares (as reported in the Issuer's Proxy Statement as of September 20, 1996). (2) Jane D. Baird is the income beneficiary and the issue of Jane D. Baird are the remainder beneficiaries under a trust agreement dated 12/23/38. (b) For each persons named in paragraph (a), that person has sole voting and sole dispositive power over the Shares enumerated in paragraph (a). (c) The following purchases of the Shares were effected during the past sixty days:
Price/Share (in Dollars Commissions Purchase In The Number of not Transaction Name Of Date Shares included) Made Through The Cameron 11/5/96 5,000 4 7/16 Fahnestock & Co Baird 11/12/96 2,500 4 1/4 Fahnestock & Co Foundation 11/15/96 2,500 4 1/4 Fahnestock & Co 11/19/96 2,500 4 3/8 Fahnestock & Co 11/20/96 5,000 4 1/4 Fahnestock & Co 11/21/96 7,000 4 1/8 Fahnestock & Co 11/25/96 7,500 4 1/4 Fahnestock & Co 2,500 4 1/2 11/27/96 5,000 4 3/8 Fahnestock & Co 12/2/96 11,000 4 1/2 Fahnestock & Co 12/3/96 4,500 4 9/16 Fahnestock & Co 12/19/96 2,500 4 1/4 Fahnestock & Co Jane D. Baird 12/6/96 2,500 4 5/8 Fahnestock & Co 12/9/96 1,000 4 11/16 Fahnestock & Co 12/13/96 2,500 5 Fahnestock & Co 12/17/96 2,500 5 1/8 Fahnestock & Co 12/19/96 4,000 5 1/4 Fahnestock & Co Aries Hill 12/17/96 5,000 5 1/8 Fahnestock & Co Corp. Brent D. Baird 12/6/96 10,000 4 5/8 Fahnestock & Co Bridget B. 12/9/96 1,000 5 Fahnestock & Co Baird, as 500 5 1/4 Successor 12/10/96 1,000 5 3/8 Fahnestock & Co Trustee 12/17/96 2,000 5 1/8 Fahnestock & Co 12/19/96 2,000 5 1/4 Fahnestock & Co 12/20/96 2,500 5 1/4 Fahnestock & Co 1,000 5 3/8
(d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. not applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. not applicable SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED this 31st day of December, 1996. ARIES HILL CORP. By: s/ Brian D. Baird Brian D. Baird, Secretary Brent D. Baird; Bridget B. Baird, as Successor Trustee; and Jane D. Baird By: s/Brian D. Baird Brian D. Baird; as Attorney-in fact* The Cameron Baird Foundation By: s/Brian D. Baird Brian D. Baird, Trustee * Powers of attorney have been previously filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----