SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
LIQUI-BOX CORPORATION
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(Name of Issuer)
COMMON SHARES, without par value
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(Title of Class of Securities)
536314107
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(CUSIP Number)
Samuel B. Davis
Liqui-Box Corporation
Box 494
Worthington, Ohio 43085-0494
(614) 888-9280
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Not Applicable - Voluntary Filing
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(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.)
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SCHEDULE 13D
CUSIP No. 536314107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel B. Davis
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
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: 967,649 common shares
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 840,622 common shares
10. SHARED DISPOSITIVE POWER: 127,027 common shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 967,649 common shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 15.9%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN
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SAMUEL B. DAVIS
AMENDMENT NO. 7 to
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 7 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 corporation (the "Issuer"), the principal
executive offices of which are located at 6950 Worthington-Galena Road, P.O.
Box 494, Worthington, Ohio 43085-0494.
Item 3. Source and Amount of Funds or Other Consideration.
During the 1995 fiscal year of the Issuer, pursuant to the
Liqui-Box Corporation Employees' Profit Sharing and Salary Deferral Plan (the
"Liqui-Box 401(k) Plan"), 260 Common Shares were acquired for the reporting
person's account at average prices ranging from $31.00 to $36.50. 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.
As a consequence of the recomputation of stock allocations under
the Liqui-Box Corporation Employee Stock Ownership Plan (the "Liqui-Box ESOP")
at a price of $17.92, the reporting person acquired 977 Common Shares, based
upon information obtained from the administrator of the Liqui-Box ESOP as of
December 31, 1995.
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 March 30, 1996,
and the nature of such ownership is as follows:
NATURE OF PERCENT
COMMON SHARES BENEFICIAL OWNERSHIP OF CLASS (1)
840,622 (2) Sole Voting and Sole Dispositive 13.8%
127,027 (3) Sole Voting and Shared Dispositive 2.1%
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967,649 15.9%
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(1) Based upon 6,076,174 Common Shares outstanding as of March 30, 1996 and
the number of Common Shares as to which the reporting person had the
right to acquire beneficial ownership upon the exercise of options
exercisable within 60 days of March 30, 1996.
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(2) Includes 11,859 Common Shares which are subject to options held by the
reporting person which are exercisable within 60 days of March 30, 1996.
Supplemental Retirement Discounted Options become exercisable upon
termination of the reporting person's employment (other than upon
termination 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 56,959 Common Shares held for the reporting person's
account in the Liqui-Box ESOP.
(3) Includes 127,027 Common Shares deposited with the reporting person in
his capacity as voting trustee of a voting trust. The reporting person
exercises sole voting power with respect to the Common Shares deposited
in the voting trust; however, the person who deposited the Common
Shares in the voting trust retained investment power, 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) Other than the transactions reported in the following table and in
Item 3, the reporting person has not effected any transactions in
Common Shares of the Issuer since the date of Amendment No. 6 to
the reporting person's Schedule 13D (February 28, 1995):
Number of Type of
Common Shares Date Consideration Transaction
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35,586 10/7/95 N/A Receipt of Non-Qualified
Stock Option granted pursuant
to Liqui-Box Corporation 1990
Stock Option Plan (the "1990
Plan"), exercisable in
increments of 25% per year
beginning on first
anniversary following grant
date
14,414 10/7/95 N/A Receipt of Incentive Stock
Option granted pursuant to
the 1990 Plan, exercisable in
increments of 25% per year
beginning on first
anniversary following grant
date
103,569 11/1/95 N/A Receipt of Non-Qualified
Stock Option exercisable in
increments of 10% per year
beginning on first
anniversary following grant
date in exchange for
already-held Non-Qualified
Stock Option covering same
number of Common Shares
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10,824 11/1/95 N/A Receipt of Non-Qualified
Stock Option granted pursuant
to the 1990 Plan, exercisable
in increments of 25% per year
beginning on first
anniversary following grant
date
21,647 11/1/95 N/A Receipt of Supplemental
Retirement Discounted Options
granted pursuant to the 1990
Plan
(d) See footnote (3) to table included under Items 5(a) and 5(b).
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships 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 ESOP may vote the 56,959
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.
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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: April 30, 1996 /s/ Samuel B. Davis
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Samuel B. Davis
