-----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, VFRDSnwG5p+Bw7WoykoBVFH+2ErfRJQzBgsacRNS0FJCer9N1usE7Ad1h9BDPBND 0M4+HtP+bSoP5HkIg4EYTA== 0001027612-97-000008.txt : 19970310 0001027612-97-000008.hdr.sgml : 19970310 ACCESSION NUMBER: 0001027612-97-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970307 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35928 FILM NUMBER: 97552617 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/A 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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) February 25, 1997 _______________________ (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 Amendment No. 1 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 15,500 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 15,500 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .576% 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 20,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 20,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .743% 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 109,100 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 109,100 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.053% 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! CUSIP NO. 877163-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Anne S. 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 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* 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) David M. Stark, 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 3,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 3,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .111% 14. TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 1 INTRODUCTION The acquisiton of 137,500 shares ("Shares") of common stock of the Issuer was reported by the Reporting Persons in Schedule 13D, which was filed with the Securities and Exchange Commission on December 31, 1996 (the "Original Schedule 13D"). Since the filing of the Original Schedule 13D, there have been purchases of Shares by the Reporting Persons named in the Original Schedule 13D and by two new Reporting Persons. The number of Shares now held by the Reporting Persons is 175,100 Shares. The Cover pages for the Reporting Persons are hereby amended to read as shown in this Amendment No. 1. Items 2, 3, and 5 are hereby amended as shown in this Amendment No. 1. All other Items remain unchanged from the Original Schedule 13D. 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. Item 2 is hereby amended to provide information as to the two new Reporting Persons: (6) (a) Anne S. Baird (b) 17 Tudor Place, Buffalo, New York 14222 (c) Teacher, Buffalo Seminary, Buffalo, New York (d) No (e) No (f) U.S.A. (7) DAVID M. STARK, AS SUCCESSOR TRUSTEE UNDER A TRUST CREATED BY THE WILL OF MARGARET deMORINI ("DAVID M. STARK, AS SUCCESSOR TRUSTEE") (a) David M. Stark (b) 238 Summit Avenue, Buffalo, New York 14214 (c) Attorney, Hodgson, Russ, Andrews, Woods & Goodyear, LLP 1800 One M&T Plaza Buffalo, New York 14203 (d) No (e) No (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS. Item 3 is hereby amended to read as follows: 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 (which includes the amount of funds paid for the Shares which was previously reported). The following table does not include brokerage commissions. Aries Hill Corp. $83,187 Brent D. Baird 103,375 Bridget B. Baird, 52,250 as Successor Trustee The Cameron Baird 493,881 Foundation Jane D. Baird 62,563 Anne S. Baird 28,750 David M. Stark, as Successor Trustee 16,500 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended to read as follows: (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 175,100 Shares:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) Aries Hill Corp. 15,500 .576% Brent D. Baird 20,000 (2) .743% Bridget B. Baird, 10,000 .372% as Successor Trustee (3) The Cameron Baird 109,100 4.053% Foundation Jane D. Baird 12,500 .465% Anne S. Baird 5,000 .186% David M. Stark, as Successor Trustee (4) 3,000 .111% ______ _____ TOTAL 175,100 6.506%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding is 2,691,521 Shares (as reported in the Issuer's Form 10-Q as of November 30, 1996). (2) 10,000 Shares are held by Brent D. Baird and 10,000 Shares are held in Trubee, Collins & Co.'s pension plan for the benefit of Brent D. Baird. (3) 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. (4) Anne S. Baird and the issue of Anne S. Baird are the beneficiaries of this trust established under the Will of Margaret deMorini. (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 David M. Stark, 1/6/97 1,500 5 1/2 Fahnestock & Co as Successor 1/7/97 1,500 5 1/2 Fahnestock & Co Trustee Brent D. Baird 1/17/97 2,000 5 7/8 Fahnestock & Co 1/20/97 1,000 5 7/8 Fahnestock & Co 1/21/97 3,000 6 Fahnestock & Co Anne S. Baird 1/21/97 3,000 6 Fahnestock & Co The Cameron 1/22/97 600 6 Fahnestock & Co Baird 2/24/97 2,500 5 1/2 Fahnestock & Co Foundation 2/24/97 2,500 5 3/8 Fahnestock & Co 2/25/97 2,500 5 3/8 Fahnestock & Co 3/3/97 1,000 5 3/4 Fahnestock & Co Aries Hill 2/25/97 7,500 5 3/8 Fahnestock & Co Corp. 3/3/97 500 5 3/4 Fahnestock & Co 3/4/97 2,500 5 3/4 Fahnestock & Co
(d) Not applicable (e) Not applicable SIGNATURES 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 6th day of March, 1997. ARIES HILL CORP. By: s/ Brian D. Baird Brian D. Baird, Secretary Brent D. Baird; Bridget B. Baird, as Successor Trustee; Jane D. Baird; Anne S. Baird; and David M. Stark, as Successor Trustee 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-----