This document serves as a restatement of the reporting
person's Schedule 13D and previous amendments thereto
in accordance with Rule 101(a)(2)(ii) of Regulation S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
LIQUI-BOX CORPORATION
__________________________
(Name of Issuer)
COMMON SHARES, without par value
__________________________________
(Title of Class of Securities)
536314107
__________________
(CUSIP Number)
Samuel B. Davis
Liqui-Box Corporation
Box 494
Worthington, Ohio 43085-0494
(614) 888-9280
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Not Applicable - Voluntary Filing
______________________________________________________
(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 [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent
of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled 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. 536314107
1. NAME OF REPORTING PERSON Samuel B.Davis
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* PF; SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT OT ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 1,064,272 common shares
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 937,245 common shares
10. SHARED DISPOSITIVE POWER: 127,027 common shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,064,272 common shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 16.7%
14. TYPE OF REPORTING PERSON: IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SAMUEL B. DAVIS
AMENDMENT NO. 6 to
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 6 to the Schedule 13D filed by the
reporting person relates to common shares, each without par value
(the "Common Shares"), of Liqui-Box Corporation, an Ohio corpora
tion (the "Issuer"), the principal executive offices of which are
located at 6950 Worthington-Galena Road, Box 494, Worthington,
Ohio 43085-0494.
Item 2. Identity and Background.
The following sets forth certain information regarding
the reporting person:
a) Name - Samuel B. Davis
b) Business Address - 6950 Worthington-Galena Road, Box 494,
Worthington, Ohio 43085-0494.
c) Principal Occupation and Employer - Chairman of the Board,
Chief Executive Officer, President and Treasurer of Liqui-
Box Corporation, 6950 Worthington-Galena Road, Box 494,
Worthington, Ohio 43085-0494, a manufacturer of various
types of plastic packaging and plastic packaging machinery
and systems.
d) During the last five years, the reporting person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e) During the last five years, the reporting person has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding has been or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
f) The reporting person is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
During the 1994 fiscal year of the Issuer, pursuant to
the Liqui-Box Corporation Employees' Profit Sharing and Salary
Deferral Plan (the "Liqui-Box 401(k) Plan"), 274 Common Shares
were acquired for the reporting person's account at average
prices ranging from $31.50 to $40.00. These Common Shares were
purchased with employer contributions and contributions made by
the reporting person to the Liqui-Box 401(k) Plan. The reporting
person exercises no voting or investment power with respect to
these Common Shares.
In addition, on August 12, 1994, the reporting person
exercised an outstanding option to purchase 8,639 Common Shares
at an exercise price of $14.116 per share. The exercise price of
the option was paid by the reporting person in cash using
personal funds.
Also see Items 5(a) and 5(b).
Item 4. Purpose of Transaction.
See Items 3 and 5. The reporting person has no plans
or proposals which relate to or would result in any of the events
or changes described in sub-items (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
a and b) The aggregate number and percentage of Common Shares of
the Issuer beneficially owned by the reporting person
as of December 31, 1994, and the nature of such
ownership is as follows:
<TABLE>
<CAPTION>
NATURE OF PERCENT
COMMON SHARES BENEFICIAL OWNERSHIP OF CLASS (1)
<C> <S> <C>
937,245 (2) Sole Voting and Sole Dispositive 14.7
127,027 (3) Sole Voting and Shared Dispositive 2.0%
1,064,272 16.7%
</TABLE>
___________________
(1) Based upon 6,267,666 Common Shares outstanding as of
December 31, 1994 and the number of Common Shares as to
which the reporting person has the right to acquire
beneficial ownership upon the exercise of options
exercisable within 60 days of December 31, 1994.
(2) Includes 109,460 Common Shares which are subject to options
held by the reporting person which are exercisable within 60
days of December 31, 1994. Does not include 4,295 Common
Shares which are subject to options exercisable by the
reporting person in increments of 50% each year for next two
years, 4,789 Common Shares which are subject to options
exercisable by the reporting person in increments of 33 1/3%
each year for next three years, 8,902 Common Shares which
are subject to options exercisable by the reporting person
in increments of 25% each year for next four years and
47,496 Common Shares which are subject to Supplemental
Retirement Discounted Options. The Supplemental Retirement
Discounted Options become exercisable upon termination of
the reporting person's employment (other than upon termina
tion for cause); provided, however, that the Supplemental
Retirement Discounted Options become fully exercisable upon
an earlier change in control of the Issuer. For purposes of
determining options which are presently exercisable, it is
assumed that the reporting person will not terminate his
employment with the Issuer during the next 60 days. Also
includes 55,982 Common Shares held for the reporting
person's account in the Liqui-Box Corporation Employee Stock
Ownership Plan. Does not include 1,418 Common Shares held
for the reporting person's account under the Liqui-Box
401(k) Plan.
(3) Includes 127,027 Common Shares deposited with the reporting
person in his capacity as voting trustee (the "Voting
Trustee") of the voting trust (the "Voting Trust") created
by the Voting Trust and Right of First Refusal Agreement,
effective as of September 29, 1993 (the "Voting Trust Agree
ment"), by and among Mary Ann Davis, the former wife of the
reporting person and the beneficial owner of such Common
Shares, and the reporting person, both as Voting Trustee and
individually. The reporting person exercises sole voting
power with respect to the Common Shares deposited in the
Voting Trust. Mary Ann Davis retains investment power with
respect to such Common Shares, subject to a right of first
refusal in the reporting person, and the right to receive
dividends thereon. The Voting Trust expires on
September 29, 2003.
(c) On April 1, 1994, the reporting person transferred
127,027 Common Shares (the "Voting Trust Shares") to
Samuel B. Davis, as Voting Trustee, pursuant to the
Voting Trust Agreement. The transfer to the Voting
Trustee of the Voting Trust Shares was made pursuant to
an Agreed Judgment Entry (Decree of Divorce), filed on
December 23, 1993, in the case of Mary Ann Davis v.
Samuel B. Davis, Case No. 91DR-07-3355, in the Court of
Common Pleas of Franklin County, Ohio, Division of
Domestic Relations. The reporting person exercises
sole voting power with respect to the Voting Trust
Shares. Mary Ann Davis retains investment power with
respect to the Voting Trust Shares, subject to a right
of first refusal in the reporting person, and the right
to receive dividends thereon.
Other than the transactions reported in the
preceding paragraph, in the following table and in Item
3, the reporting person has not effected any
transactions in Common Shares of the Issuer during the
1994 fiscal year of the Issuer:
<TABLE>
<CAPTION>
Number of Type of
Common Shares Date Consideration Transaction
<C> <C> <C> <S>
8,902 12/27/94 N/A Receipt of Stock Option
granted pursuant to
Liqui-Box Corporation
1990 Stock Option Plan,
exercisable in
increments of 25% per
year beginning on first
anniversary following
grant date
17,803 12/27/94 N/A Receipt of Supplemental
Retirement Discounted
Options granted pursuant
to Liqui-Box Corporation
1990 Stock Option Plan
</TABLE>
(d) See Item 5(c).
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relation
ships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) not disclosed in Item 5
between the reporting person and any other person with respect to
any securities of the Issuer, except that the Trustee of the
Liqui-Box Corporation Employee Stock Ownership Plan may vote the
55,982 Common Shares held in the account of the reporting person
in its discretion if he does not exercise his power to direct the
Trustee how to vote and the Trustees of the Liqui-Box 401(k) Plan
exercise shared voting and investment power with respect to the
Common Shares held in the reporting person's account in the
Liqui-Box 401(k) Plan.
Item 7. Material to be Filed as Exhibits.
(1) Voting Trust and Right of First Refusal Agreement, effective
as of September 29, 1993, by and among Mary Ann Davis,
Samuel B. Davis, as Voting Trustee, and Samuel B. Davis,
individually.
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.
Date: February 28, 1995 /s/ Samuel B. Davis
Samuel B. Davis
Exhibit
Voting Trust and Right of First Refusal Agreement,
effective as of September 29, 1993, by and among Mary
Ann Davis, Samuel B. Davis, as Voting Trustee, and
Samuel B. Davis, individually.
VOTING TRUST AND RIGHT OF FIRST REFUSAL AGREEMENT
This is a Voting Trust and Right of First Refusal
Agreement ("Agreement"), effective as of September 29, 1993, by and
among Mary Ann Davis ("the Shareholder"), Samuel B. Davis as voting
trustee ("the Voting Trustee"), and Samuel B. Davis individually
("Davis").
1. Background. The Shareholder is the record and
beneficial owner of 127,027 issued and outstanding common shares
("the Shares") of Liqui-Box Corporation, an Ohio corporation ("the
Company"). The Shareholder desires to vest in the Voting Trustee
the voting power with respect to the Shares and to deposit the
certificate or certificates evidencing the Shares with the Voting
Trustee, retaining to herself the beneficial ownership of the
Shares and the right to sell the Shares (and any of the Shares as
to which a Voting Trust Certificate may be pledged), free of the
voting trust established hereby, subject only to the right of first
refusal in Davis as hereinafter set forth.
2. Assignment and Deposit of Shares. The Shareholder,
upon the execution and delivery of this Agreement, shall deposit
with, assign and deliver to, the Voting Trustee the certificate or
certificates evidencing the Shares, and the Voting Trustee shall
cause the stock represented thereby to be transferred to the Voting
Trustee on the books of the Company.
3. Termination of Voting Trust. The voting trust
created by this Agreement shall continue until September 29, 2003,
at which time the Voting Trustee shall distribute the Shares, or
the number of them still subject to the voting trust, to the
Shareholder and any other registered holders of voting trust
certificates, upon presentation and surrender of a voting trust
certificate accompanied by or bearing, if required by the Voting
Trustee, properly executed transfers thereof to the Voting Trustee
and upon compliance with securities laws and other applicable law.
However, as to any of the Shares sold by the Shareholder as
permitted by this Agreement, such Shares shall be free from the
terms of the Voting Trust, to the end that the Shareholder may sell
the Shares or any number of the Shares to a third party provided
that Davis does not exercise his right of first refusal as to such
Shares as hereinafter set forth. The foregoing sentence shall
apply equally in the case of Shares sold in connection with the
performance of an agreement under which a Voting Trust Certificate
is pledged to secure an obligation.
4. Form of Voting Trust Certificate. Upon the transfer
of the Shares to him, the Voting Trustee shall issue and deliver
to the Shareholder a certificate or certificates in a form
substantially as follows:
VOTING TRUST CERTIFICATE
Upon any termination of the Voting Trust and
Right of First Refusal Agreement described
below and upon compliance with securities laws
and other applicable law, and upon the
surrender of this Certificate, accompanied, if
required by the Voting Trustee, by a properly
executed assignment to him of this Voting
Trust Certificate, Mary Ann Davis shall be
entitled to receive a certificate or
certificates for _____ common shares of Liqui-
Box Corporation, an Ohio corporation ("the
Company"). Prior to termination of such
Voting Trust Agreement, Mary Ann Davis shall
be entitled to receive all dividends (whether
paid in cash, in stock or otherwise) upon a
like number of common shares. The Voting
Trustee, with respect to such common shares,
shall be entitled to exercise all rights of
common shareholders of the Company of every
kind, including, without limitation, the
right, in person or by nominee, agent,
attorney-in-fact or proxy, to vote such
shares, to take part in, or consent to, waive
or ratify in writing or otherwise, any
corporate or shareholders' action, including
each matter set forth in the Voting Trust
Agreement, all upon such terms and conditions
and under such circumstances as the Voting
Trustee in his unrestricted discretion may
from time to time determine, and to do and
perform any other act or thing which the
common shareholders of the Company are now or
may hereafter be entitled to do or perform.
It is expressly stipulated that no right to
vote such shares or to take part in or consent
to any corporate or shareholders' action or to
do or perform any such other act or thing is
conferred by or under this Voting Trust
Certificate, or by or under any agreement,
express or implied, or by any facts or
circumstances relating to its issue, upon the
holder of this Voting Trust Certificate.
This Voting Trust Certificate is issued under
and pursuant to, and the rights of the holder
of this Voting Trust Certificate are subject
to and limited by, the terms and conditions of
a certain Voting Trust and Right of First
Refusal Agreement, dated September 29, 1993,
among Mary Ann Davis, Samuel B. Davis, as
Voting Trustee, and Samuel B. Davis
individually. That Agreement contains, among
other things, a grant to Samuel B. Davis
individually of the right of first refusal to
purchase all of the shares subject to the
Agreement, including the shares the beneficial
ownership of which are evidenced by this
Voting Trust Certificate.
This Voting Trust Certificate shall be
transferable only upon the books of the Voting
Trustee by the registered holder of the Voting
Trust Certificate in person or by attorney-
in-fact, agent or nominee upon surrender of
this Voting Trust Certificate properly
endorsed. Any transfer so made shall vest in
the transferee all rights and interests of the
transferor in the Voting Trust Certificate
transferred. The Voting Trustee shall
promptly deliver to the transferee a Voting
Trust Certificate for the same number of
common shares of the Company as are
represented by the Voting Trust Certificate so
transferred. Until any such transfer the
Voting Trustee and the Company may treat the
registered holder of a Voting Trust
Certificate as the owner thereof for all
purposes.
___________________________________
Samuel B. Davis, Voting Trustee
Date:______________________________
Each Voting Trust Certificate shall be transferable as
provided in the foregoing text of the Voting Trust Certificate.
5. Loss, Destruction or Mutilation of Voting Trust
Certificate. The holder of a Voting Trust Certificate shall
immediately notify the Voting Trustee of any loss, destruction, or
mutilation of the Voting Trust Certificate, and the Voting Trustee
shall cause a new Voting Trust Certificate to be issued to said
holder for the same number of shares upon surrender of the
mutilated Voting Trust Certificate or, in case of loss or
destruction of the Voting Trust Certificate, upon satisfactory
proof of such loss or destruction, and the giving of a bond in such
form and amount, and with such sureties, as the Voting Trustee may
require.
6. Status and Rights of Voting Trustee. Title to all
shares of the Company deposited under this Agreement shall be
vested in the Voting Trustee. As holder of the Shares, the Voting
Trustee shall assume no liability as a shareholder, his interest
in the Shares and under this Agreement being that of Voting Trustee
only. The Voting Trustee, with respect to all Shares so held by
him, shall possess and be entitled to exercise all rights of common
shareholders of every kind, including, but not limited to, the
right, in person or by nominee, agent, attorney-in-fact or proxy,
to vote such Shares and to take part in, or consent to, waive or
ratify in writing or otherwise, any corporate or shareholders'
action, including the adoption of any amended, or amendment to the,
Articles of Incorporation and the Regulations of the Company, the
mortgage of, or the granting of a security interest in, its assets
or any part thereof, the issuance of bonds or other obligations,
consolidation or merger with any other corporation, the sale,
exchange or other disposition of all or any part of the Company's
properties and assets, changes in the number of directors,
reclassification of the Company's shares, increases or decreases
in the number of shares, and the dissolution of the Company, all
upon such terms and conditions and under such circumstances as he
in his unrestricted discretion may from time to time determine, and
to do or perform any other act or thing which the common
shareholders of the Company are now or may hereafter be entitled
to do or perform. It is expressly understood and agreed that the
holders of Voting Trust Certificates shall not have any right,
either under the Voting Trust Certificates or under this Agreement,
or under any agreement, express or implied, or otherwise, with
respect to any shares held by the Voting Trustee under this
Agreement, to vote such shares or to take part in or consent to any
corporate or shareholders' action, or to do or perform any other
act or thing which common shareholders of the Company are now or
may hereafter become entitled to do or perform.
7. Voting Trustee May Act in Other Capacities. The
Voting Trustee may act as a director or officer of the Company, may
vote for himself as such, may contract with the Company or be or
become pecuniarily interested in any matter or transaction to which
the Company may be a party or in which in any way it may be
concerned to the same extent as if he were not Voting Trustee, and
may be interested in the shares of, or otherwise interested in, the
Company. The Shareholder acknowledges that Davis is being granted
certain rights of first refusal under this Agreement, and agrees
that the unfettered exercise of those rights shall in no way be
deemed or claimed by the Shareholder to conflict with the
obligations of the Voting Trustee, in his capacity as Voting
Trustee, under this Agreement.
8. Dividends; Splits. The registered holder of each
Voting Trust Certificate shall be entitled, until distribution of
the Shares presented by such Voting Trust Certificate, to receive
directly from the Company, or other person(s) or organization(s)
responsible for paying and distributing such dividends, all
dividends (including stock dividends) payable or distributable as
to the Shares on and after September 29, 1993. In the event
of a split (or splits) of the Shares, or if the Company
reclassifies its shares, sells all or substantially all of its
assets, or consolidates or merges with another corporation, the
Shareholder or other registered holder of a voting trust
certificate, as the case may be, shall deposit with the Voting
Trustee the certificate or certificates evidencing the additional
Shares resulting from such stock split or splits, or such
reclassification, sale, consolidation or merger, if any, or shares
of any corporation issued in exchange or substitution for the
Shares, all of which shall immediately become subject to this
Agreement, together with a proper assignment thereof, and the
Voting Trustee shall thereupon cause such additional Shares
evidenced by such certificate or certificates to be transferred on
the books of the Company to the name of the Voting Trustee in his
capacity as Voting Trustee, and shall issue, or cause to be issued,
to the Shareholder or such other holder one or more voting trust
certificates evidencing receipt by the Voting Trustee of such
additional Shares. Such additional Shares shall be subject to all
of the terms hereof relating to the Shares.
9. Shareholder's Power to Sell. Subject to compliance
with securities laws and other applicable law the Shareholder shall
be free at all times to sell any of the Shares, free from the
voting trust created pursuant to the terms of this Agreement;
provided, however, that Davis shall have the right of first refusal
as hereinafter set forth. The foregoing sentence shall apply
equally in the case of Shares sold in connection with the
performance of an agreement under which a Voting Trust Certificate
is pledged to secure an obligation. In the event of any such sale
permitted by this Agreement, the Voting Trustee shall forthwith
cause certificates for the Shares which are the subject thereof to
be issued to the Shareholder and do any and all things necessary
to enable the Shareholder to deliver the Shares represented thereby
to the person or persons to whom the Shareholder has sold such
Shares. The Shareholder shall not sell, transfer, give, pledge,
hypothecate or otherwise distribute or encumber any of the Shares
deposited with the Voting Trustee under this Agreement except upon
compliance with Section 10 of this Agreement, entitled "Davis's
Right of First Refusal." However, nothing in this Agreement shall
preclude the Shareholder from transferring to another, the Voting
Trust Certificates by means of sale, gift or otherwise, such Voting
Trust Certificates so transferred to remain subject to the terms
of this Agreement. Furthermore, nothing in this Agreement shall
preclude, or is intended to preclude, the Shareholder's power to
pledge any Voting Trust Certificate or any number thereof, for the
purpose of providing collateral for a loan or loans, any such
pledged Voting Trust Certificates, however, to be subject to
Davis's right of first refusal as set forth in Section 10 of this
Agreement.
1O. Davis's Right of First Refusal.
If at any time and from time to time the Shareholder or
any other holder of a Voting Trust Certificate or Certificates
("the Selling Shareholder") desires to sell all or any number of
the Shares ("the Offered Shares"), she/he shall first offer the
Offered Shares to Davis at the Current Market Price. The Selling
Shareholder's offer shall be in writing and shall be delivered to
Davis, c/o Liqui-Box Corporation, Attention: Samuel B. Davis --
Personal and Confidential, 6950 Worthington-Galena Road,
Worthington, Ohio 43085 by certified mail, return receipt
requested, postage prepaid, or by means of hand-delivery at such
address or elsewhere. The date of delivery, in the case where the
offer is mailed and receipted for shall be the date of such receipt
and, in the case of personal delivery, the date of such delivery.
Davis shall have the right, exercisable by written notice given to
the Selling Shareholder within seven (7) days after the date of
delivery of the Selling Shareholder's offer, to purchase all of the
Offered Shares at the Current Market Price, as defined in Section
11 of this Agreement. If Davis fails to give notice of exercise
of his right to purchase all of the Offered Shares within such
time, the Selling Shareholder shall be free, for a period of ninety
(90) days after such failure, to sell all of the Offered Shares.
If the Selling Shareholder does not sell all of the Offered Shares
within such ninety (90)-day period, then any transfer by the
Selling Shareholder of the Offered Shares shall again be subject
to the restrictions set forth herein. If Davis gives notice of the
exercise of his right to purchase all of the Offered Shares as
provided herein, then the Selling Shareholder shall sell such
Offered Shares to Davis, and Davis shall thereupon purchase such
Shares from the Selling Shareholder at the Current Market Price in
settlement of such purchase and sale to be made within fourteen
(14) days after the date Davis gives notice of exercise of his
right to purchase the Offered Shares. If the day fixed for such
settlement ("the Closing Day") is not a business day, then such
closing shall be held on the next succeeding business day. On the
Closing Day, the Selling Shareholder shall deliver to Davis, free
and clear of all liens, claims, charges and encumbrances, a
certificate or certificates representing the Offered Shares, in
proper form for transfer. Davis shall simultaneously therewith
make payment of any cash consideration for such Offered Shares by
cashier's check or by wire transfer.
11. "Current Market Price". The "Current Market Price"
per share, as that term is used herein, shall mean the average of
the daily closing prices for the Shares for the ten (10) trading
days prior to the date of delivery of the Selling Shareholders
offer described in Section 10 hereof, excluding any trades which
are not bona fide arm's length transactions. The closing price for
each day shall be (a) the last sale price of such Shares, regular
way, on such date or, if no such sale takes place on such date, the
average of the closing bid and asked prices thereof on such date,
in each case as officially reported on the principal national
securities exchange on which the same are then listed or admitted
to trading, or (b) if no such Shares are then listed or admitted
to trading on any national securities exchange, the average of the
reported closing bid and asked prices thereof on such date in the
over-the-counter market as shown by the National Association of
Securities Dealers automated quotation system or, if no such Shares
are then quoted in such system, as published by the National
Quotation Bureau, Incorporated, or any similar successor
organization, and in either case as reported by any member firm of
the New York Stock Exchange selected by Davis.
12. Liability of Voting Trustee. The Voting Trustee,
as a shareholder, trustee or otherwise, shall not be liable for any
error of judgment or mistake of law or other mistake, or for any
act or omission of any designee, agent or attorney of the Voting
Trustee, or for any misconstruction of this Voting Trust Agreement,
or for anything, except for the wilful misconduct of such Voting
Trustee and except in the event that the Voting Trustee shall not
act in good faith.
13. Notice.
(a) Notices as to this Agreement.
Except as otherwise specifically provided in Section 10
of this Agreement, any notice to be given to the Shareholder or the
holders of any voting trust certificate shall be sufficiently given
if mailed, postage prepaid, to such persons at the addresses
furnished by them to the Voting Trustee in writing, and, if to the
Voting Trustee, at Liqui-Box Corporation, Attention: Samuel B.
Davis, 6950 Worthington-Galena Road, Worthington, Ohio 43085, or
at such other address as the Voting Trustee may designate. Each
party hereto shall promptly notify the other of any change in his
or her address.
(b) Notices as to the Company.
The Voting Trustee shall forward to the Shareholder
copies of information provided by the Company to the Voting
Trustee, in his capacity as Voting Trustee hereunder.
14. Entire Agreement. This Agreement constitutes the
entire agreement of the parties hereto relating to the subject
matter hereof.
15. Binding Effect. This Agreement shall be binding
upon, and shall inure to the benefit of, the Voting Trustee, the
Voting Trustee's personal representatives, successors and assigns,
the Shareholder and the other holders of voting trust certificates,
their heirs, personal representatives, successors and assigns.
16. Applicable Law. This Agreement shall be governed
by, and construed in accordance with, the law of Ohio.
17. Amendments. This Agreement may be amended, changed
or modified only in a writing executed by the parties hereto.
18. Severability. The invalidity or unenforceability
of any term or terms of this Agreement shall not invalidate, make
unenforceable, or otherwise affect any other term of this Agreement
which shall remain in full force and effect.
IN WITNESS WHEREOF, this Agreement has been executed by
each of the parties hereto, to be effective as of September 29, 1993.
/s/ Mary Ann Davis
Mary Ann Davis, Shareholder
/s/ Samuel B. Davis
Samuel B. Davis, Voting Trustee
/s/ Samuel B. David
Samuel B. Davis, Individually
