SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
LIQUI-BOX CORPORATION
--------------------------
(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.)
Page 1 of 11 Pages
<PAGE>
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)
BK
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: 1,030,949 common shares
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 903,922 common shares
10. SHARED DISPOSITIVE POWER: 127,027 common shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,030,949 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): 17.3%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN
Page 2 of 11 Pages
<PAGE>
SAMUEL B. DAVIS
AMENDMENT NO. 8 to
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 8 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.
On July 16, 1996, the reporting person purchased 36,697 Common
Shares from the Issuer at a purchase price of $27.25 per share. The reporting
person paid for the Common Shares with funds obtained as a loan from The
Huntington National Bank made in the ordinary course of business of that Bank.
The Issuer has guaranteed the repayment of the funds borrowed by the reporting
person.
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 September 25,
1996, and the nature of such ownership is as follows:
NATURE OF PERCENT
COMMON SHARES BENEFICIAL OWNERSHIP OF CLASS (1)
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903,922 (2) Sole Voting and Sole Dispositive 15.2%
127,027 (3) Sole Voting and Shared Dispositive 2.1%
--------- -----
1,030,949 17.3%
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(1) Based upon 5,894,792 Common Shares outstanding as of September 25, 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 September 25, 1996.
(2) Includes 38,463 Common Shares which are subject to options held by the
reporting person which are exercisable within 60 days of September 25,
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
Page 3 of 11 Pages
<PAGE>
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 Corporation Employee Stock Ownership Plan (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 Item 3, the reporting
person has not effected any transactions in Common Shares of the
Issuer since the date of Amendment No. 7 to the reporting person's
Schedule 13D (April 30, 1996).
(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 3 or 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 Corporation Employees' Profit Sharing
and Salary Deferral Plan (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, as to which Common Shares the
reporting person has no voting or investment power.
Item 7. Material to be filed as Exhibits.
Exhibit 1 -- Commercial Loan Note, dated July 8, 1996, between Samuel B.
Davis and The Huntington National Bank.
Exhibit 2 -- Single Loan Guaranty, dated July 8, 1996, between Liqui-Box Cor-
poration and The Huntington National Bank.
Page 4 of 11 Pages
<PAGE>
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: October 7, 1996 /s/ Samuel B. Davis
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Samuel B. Davis
Page 5 of 11 Pages
Exhibit 1
HUNTINGTON COMMERCIAL LOAN NOTE
BANKS Consumer Purpose
================================================================================
City Office COLUMBUS Div. CBD Branch MAIN
Account No. 8131300001 Note No. [N]Secured (Y/N)
Acct Name SAMUEL B. DAVIS
================================================================================
$l,000,000.00 Columbus, Ohio July 8, 1996
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
The Huntington National Bank (hereinafter called the "Bank," which term shall
include any holder hereof), at such place as the Bank may designate or, in the
absence of such designation, at any of the Bank's offices, the sum of One
Million Dollars ($l,000,000.00) (hereinafter called the "Principal Sum"),
together with interest as hereinafter provided. The undersigned promises to
pay the Principal Sum and the interest thereon at the time and in the manner
hereinafter provided in this note (this "Note").
INTEREST
Interest will accrue on the unpaid balance of the Principal Sum until
paid at the rate of 6.27% per annum. On and after the occurrence of an event
of default in the terms of this Note, interest shall accrue at a rate which
shall be 2% in excess of the rate stated in the immediately preceding
sentence.
All interest shall be calculated on the basis of a 365 day year (366
days in a leap year) for the actual number of days the Principal Sum or any
part thereof remains unpaid. The amount of any payment shall first be applied
to the payment of accrued interest which is due.
MANNER OF PAYMENT
The Principal Sum and accrued interest shall be due and payable on
January 8, 1997, and at maturity, whether by demand, acceleration or
otherwise.
LATE CHARGE
Any installment or other payment not made within l0 days of the date
such payment or installment is due shall be subject to a late charge equal to
5% of the amount of the installment or payment, but not more than $25.00.
<PAGE>
SECURITY
This Note shall be unsecured.
DEFAULT
Upon the occurrence of any of the following events:
(l) the failure of the undersigned to pay any installment when due
hereunder or to perform any other obligation of the undersigned to the Bank
hereunder;
(2) if the undersigned shall fail to furnish true and complete financial
statements from time to time on request of the Bank;
(3) the death of any of the undersigned, or any indorser, surety, or
guarantor for this Note; or
(4) if any representation, warranty or other information given to the
Bank by any of the undersigned, or by any indorser, surety or guarantor shall
prove to be false, untrue or misleading;
then the Bank may, at its option, without notice or demand, accelerate the
maturity of the obligations evidenced hereby, which obligations shall become
immediately due and payable. In the event the Bank shall institute any action
for the enforcement or collection of the obligations evidenced hereby, the
undersigned agree to pay all costs and expenses of such action, including
reasonable attorneys' fees, to the extent permitted by law.
GENERAL PROVISIONS
All of the parties hereto, including the undersigned, and any indorser,
surety, or guarantor, hereby severally waive presentment, notice of dishonor,
protest, notice of protest, and diligence in bringing suit against any party
hereto, and consent that, without discharging any of them, the time of payment
may be extended an unlimited number of times before or after maturity without
notice. The Bank shall not be required to pursue any party hereto, including
any guarantor, or to exercise any fights against any collateral herefor before
exercising any other such rights.
The obligations evidenced hereby may from time to time be evidenced by
another note or notes given in substitution, renewal or extension hereof. Any
security interest or mortgage which secures the obligations evidenced hereby
shall remain in full force and effect notwithstanding any such substitution,
renewal, or extension.
-2-
<PAGE>
The captions used herein are for reference only and shall not be deemed a
part of this Note. If any of the terms or provisions of this Note shall be
deemed unenforceable, the enforceability of the remaining terms and provisions
shall not be affected. This Note shall be governed by and construed in
accordance with the law of the State of Ohio.
BORROWER:
/s/ Juan Jose Perez by power of attorney for
Samuel B. Davis
Exhibit 2
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GUARANTOR: Liqui-Box Corporation DEBTOR: Samuel B. Davis
ADDRESS: Box 494 ADDRESS:
6950 Worthington Galena Rd.
Worthington, Ohio 43085
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SINGLE LOAN GUARANTY
For the purpose of inducing The Huntington National Bank (hereinafter referred
to as "Bank") to lend money or advance credit to, or renew, extend, or forbear
from demanding immediate payment of the loan to Samuel B. Davis (hereinafter
referred to as "Debtor"), which loan is in the principal amount of One Million
Dollars ($1,000,000.00) and is presently evidenced by a certain promissory
note in the amount of One Million Dollars ($1,000,000.00), dated July 8, 1996,
and made by Debtor and all extensions, replacements, and substitutions in
whole or in part therefor (which extension of credit is hereinafter referred
to as the "Loan"), the undersigned (hereinafter referred to as "Guarantor"),
hereby unconditionally guarantees the prompt and full payment to Bank when
due, whether by acceleration or otherwise, of the principal amount of the
Loan, together with interest, late charges, collection costs, attorneys' fees
and the like, as provided for said promissory note or any subsequent
promissory note or notes given to evidence the Loan.
Guarantor hereby promises that if the Loan is not paid promptly when due, it
will, upon request of Bank, pay the Loan to Bank, irrespective of any action
or lack of action on Bank's part in connection with the acquisition,
perfection, possession, enforcement or disposition of the Loan or any or all
security therefor or otherwise, and further irrespective of any invalidity in
the Loan, the unenforceability thereof or the insufficiency, invalidity or
unenforceability of any security therefor.
Guarantor waives notice of the acceptance of this Guaranty. This Guaranty is
made and will remain in effect as to any and all obligations of Debtor
pursuant to the Loan until the Loan is paid in full, and Debtor has no right
to request advances pursuant to the terms of the instruments or documents
evidencing the Loan.
Bank's rights hereunder shall be reinstated and revived, and this Guaranty
shall be fully enforceable, with respect to any amount at any time paid on
account of the Loan which thereafter shall be required to be restored or
returned by Bank as a result of the bankruptcy, insolvency or reorganization
of Debtor, Guarantor, or any other person, or as a result of any other fact or
circumstance, all as though such amount had not been paid.
In the event Guarantor at any time shall pay any sums on account of any
Obligations or take any other action in performance of any Obligations,
Guarantor shall be subrogated to the rights, powers, privileges and remedies
of the Borrower in respect of such Obligations; provided that all such rights
of subrogation and all claims and indebtedness arising therefrom shall be, and
Guarantor hereby agrees that the same are, and shall be at all times, in all
respects subordinate and junior to all Obligations, and provided, further,
that Guarantor hereby agrees that Guarantor shall not seek to exercise any
such rights of subrogation, reimbursement, exoneration, or indemnity
whatsoever or any rights of recourse to any security for any of the
Obligations unless or until all Obligations shall have been indefeasibly paid
in full in cash and duly and fully performed.
Guarantor waives presentment. demand, protest, notice of protest, and notice
of dishonor or other nonpayment of the Loan and further waives notice of sale
or other disposition of any collateral or security held or acquired by Bank.
Guarantor agrees that no extension of time, whether one or more, nor any other
indulgence granted by Bank to Debtor or Guarantor and no omission or delay on
<PAGE>
Bank's part in exercising any right against, or in taking any action to
collect from or pursue Bank's remedies against Debtor or Guarantor, will
release, discharge, or modify the duties of Guarantor. Guarantor agrees that
Bank may, without notice to or further consent from Guarantor, release any
collateral, security, or other guaranties, now held or hereafter acquired, or
substitute other collateral, security, or other guaranties, and no such action
will release, discharge, or modify the duties of Guarantor hereunder.
Guarantor further agrees that Bank will not be required to pursue or exhaust
any of its rights or remedies against Debtor or any other guarantor, with
respect to payment of the Loan, or to pursue, exhaust or preserve any of its
rights or remedies with respect to any collateral, security, or other
guaranties given to secure the Loan, or to take any action of any sort, prior
to demanding payment from or pursuing its remedies against Guarantor.
WAIVER OF RIGHT TO TRIAL BY JURY
GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS GUARANTY OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF GUARANTOR OR BANK WITH RESPECT TO THIS GUARANTY OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE; AND GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT GUARANTOR OR BANK MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR TO
THE WAIVER OF THE RIGHT OF GUARANTOR TO TRIAL BY JURY.
If any Obligation of Borrower is assigned by Bank, this Guaranty will inure to
the benefit of Bank's assignee, and to the benefit of any subsequent assignee,
to the extent of the assignment or assignments, provided that no assignment
will operate to relieve Guarantor from any duty to Bank hereunder with respect
to any unassigned Obligation. In the event that any one or more of the
provisions contained in this Guaranty or any application thereof shall be
determined to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and any other applications thereof shall not in any way be affected or
impaired thereby. This Guaranty shall be construed in accordance with the law
of the State of Ohio.
If at the time of payment of the Obligations and any discharge hereof,
Guarantor shall be then directly or contingently liable to Bank as maker,
indorser, surety or guarantor of any other loan or obligation whether the same
shall be evidenced by a note, bill of exchange, agreement of guaranty or other
instrument, then Bank may continue to hold any collateral of Guarantor as
security therefor, even though this Guaranty shall have been surrendered to
Guarantor. Bank shall not be bound to take any steps necessary to preserve any
rights in the collateral against prior parties. If any Obligations hereunder
are not paid when due, Bank may, at its option, demand, sue for, collect or
make any compromise or settlement it deems desirable with reference to any
collateral, and shall have the rights of a secured party under the law of the
State of Ohio. Guarantor shall be liable for any deficiency.
<PAGE>
Executed and delivered at Worthington, Ohio this 8th day of July, 1996.
GUARANTOR:
LIQUI-BOX CORPORATION
By: /s/ C. W. McBee
___________________________________________
Its: V.P.
