<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
LIQUI-BOX CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
LIQUI-BOX CORPORATION
POST OFFICE BOX 494
WORTHINGTON, OHIO 43085-0494
TELEPHONE: (614) 888-9280
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
LIQUI-BOX CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of Liqui-Box Corporation ("Liqui-Box") will be held at the Columbus
Marriott North, 6500 Doubletree Avenue, Columbus, Ohio, on Wednesday, April 23,
1997, at 9:00 a.m. (local time) for the following purposes:
1. To elect four (4) directors to serve for terms of two years each.
2. To transact such other business as may properly come before the
Annual Meeting or any adjournment(s) thereof.
A copy of the Annual Report for the 1996 fiscal year accompanies this
Notice.
By Order of the Board of Directors,
Peter J. Linn
Secretary
Dated: April 2, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE FILL IN, SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
<PAGE> 3
LIQUI-BOX CORPORATION
POST OFFICE BOX 494
WORTHINGTON, OHIO 43085-0494
TELEPHONE: (614) 888-9280
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Liqui-Box Corporation ("Liqui-Box") to be
used at its Annual Meeting of Shareholders (the "Annual Meeting") to be held on
April 23, 1997, and at any adjournment(s) thereof. Common shares represented by
properly executed proxies will be voted at the Annual Meeting. Where a choice is
specified by the shareholder, the proxy will be voted in accordance with such
choice. Any proxy may be revoked at any time insofar as it has not been
exercised provided notice of revocation of the proxy is received by Liqui-Box
either in writing or in open meeting.
This Proxy Statement and the accompanying proxy were first mailed to
shareholders on or about April 2, 1997.
February 25, 1997, has been fixed as the record date for the determination
of shareholders entitled to notice of and to vote at the Annual Meeting or any
adjournment(s) thereof. On the record date, 5,814,398 common shares of Liqui-Box
were outstanding and entitled to vote. The holders of common shares entitling
them to exercise a majority of the voting power of Liqui-Box will constitute a
quorum for the Annual Meeting.
Common shares represented by signed proxies that are returned to Liqui-Box
will be counted toward the quorum in all matters even though they are marked as
"Withhold Authority" with respect to the election of one or more nominees for
election as directors or they are not marked at all. Broker/dealers who hold
their customers' common shares in street name may, under the applicable rules of
the self-regulatory organizations of which the broker/dealers are members, sign
and submit proxies for such common shares and may vote such common shares on
routine matters, which, under such rules, typically include the election of
directors, but broker/dealers may not vote such common shares on other matters,
which typically include amendments to the articles or regulations of a
corporation and the approval of stock compensation plans, without specific
instructions from the customer who owns such common shares. Proxies signed and
submitted by broker/ dealers which have not been voted on certain matters as
described in the previous sentence are referred to as "broker non-votes". Since
broker/dealers have the discretion to vote with respect to the election of
directors, there will be no "broker non-votes".
Each shareholder is entitled to one vote for each common share held and has
cumulative voting rights in the election of directors. A shareholder wishing to
exercise cumulative voting must so notify the President, a Vice President or the
Secretary of Liqui-Box in writing not less than forty-eight hours before the
Annual Meeting. If cumulative voting is requested, each shareholder will have a
number of votes equal to the number of directors to be elected multiplied by the
number of common shares owned by him and will be entitled to distribute his
votes among the nominees as he sees fit. If cumulative voting is requested, as
described above, the enclosed proxy would grant discretionary authority to the
proxies named therein to cumulate votes and to distribute the votes among the
candidates.
<PAGE> 4
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth, as of February 25, 1997 (except as
otherwise indicated), certain information concerning the beneficial ownership of
Liqui-Box's common shares by the only persons known to Liqui-Box to own
beneficially more than five percent (5%) of the outstanding common shares of
Liqui-Box.
<TABLE>
<CAPTION>
COMMON SHARES OF LIQUI-BOX
BENEFICIALLY OWNED (1)(2)
NAME AND ADDRESS ----------------------------------
OF BENEFICIAL OWNER AMOUNT % OF TOTAL (3)
- ------------------------------------- --------- --------------
<S> <C> <C>
Samuel B. Davis 1,034,429(4) 17.5%
6950 Worthington-Galena Road
P. O. Box 494
Worthington, Ohio 43085
Jeanette A. Davis 619,944(5) 10.5%
6950 Worthington-Galena Road
P. O. Box 494
Worthington, Ohio 43085
Fiduciary Management, Inc. 352,942(6) 6.0%
225 East Mason Street
Milwaukee, Wisconsin 53202
</TABLE>
- ---------------
(1) As of February 25, 1997, except as otherwise indicated.
(2) Sole voting and investment power, unless otherwise indicated.
(3) The percent of total is based upon the sum of common shares outstanding on
February 25, 1997 and the number of common shares, if any, as to which the
named person has the right to acquire beneficial ownership upon the exercise
of presently exercisable options.
(4) Includes 43,393 common shares subject to presently exercisable options and
60,784 common shares held for the account of Mr. Davis in the Liqui-Box
Corporation Employee Stock Ownership Plan (the "Liqui-Box ESOP").
Supplemental Retirement Discounted Options become exercisable upon
termination of employment. Under the rules of the Securities and Exchange
Commission (the "SEC"), options which become exercisable during the next 60
days are deemed to be presently exercisable options. For purposes of
determining presently exercisable options, it is assumed that Mr. Davis will
not terminate his employment with Liqui-Box during the next 60 days. Also
includes 127,027 common shares deposited with Mr. Davis in his capacity as
voting trustee of a trust which expires on September 29, 2003. Mr. Davis
exercises sole voting power, but has no investment power, with respect to
the common shares deposited in the trust. Mr. Davis holds the right of first
refusal on the disposal of these common shares.
(5) Includes 128,142 common shares held of record by JASAM Foundation ("JASAM")
as to which Mrs. Davis, as one of four trustees of JASAM, has shared voting
and investment power. The Code of Regulations of JASAM requires the approval
of three of the four trustees to vote or dispose of the common shares held
by JASAM or to take any other action with respect to such common shares.
(6) Based on information contained in filings with the SEC dated February 1,
1997, Fiduciary Management, Inc., a registered investment adviser
("Fiduciary"), may be deemed to have sole investment power with respect to
267,942 common shares and shared investment power with respect to 85,000
common shares. Fiduciary does not have voting power with respect to any of
these common shares.
The following table sets forth, as of February 25, 1997, certain
information with respect to Liqui-Box's common shares owned beneficially by each
director of Liqui-Box, each nominee for election as a director of
2
<PAGE> 5
Liqui-Box, each executive officer of Liqui-Box named in the SUMMARY COMPENSATION
TABLE and by all current directors and executive officers of Liqui-Box as a
group:
<TABLE>
<CAPTION>
COMMON SHARES OF LIQUI-BOX
BENEFICIALLY OWNED (1)(2)(3)
NAME OF ---------------------------------------
BENEFICIAL OWNER AMOUNT % OF TOTAL (4)
- ---------------------------------------- --------- --------------
<S> <C> <C>
Samuel B. Davis 1,034,429(5) 17.5%
Jeanette A. Davis 619,944(6) 10.5%
Samuel N. Davis 132,110(7) 2.2%
Robert S. Hamilton 130,237(8) 2.2%
Peter J. Linn 62,196(9) 1.1%
C. William McBee 36,389(10) 0.6%
Russell M. Gertmenian 2,600(11) 0.0%
Carl J. Aschinger, Jr. 953 0.0%
Charles R. Coate 0 0.0%
Stewart M. Graves 0 0.0%
Joseph F. Pranckus 7,088 0.1%
All current directors and executive
officers as a group (11 persons) 2,025,946(12) 34.2%
</TABLE>
- ---------------
(1) As of February 25, 1997. All fractional common shares have been rounded.
(2) Sole voting and investment power, unless otherwise indicated.
(3) Supplemental Retirement Discounted Options become exercisable upon
termination of employment. Under SEC rules, options which become
exercisable during the next 60 days are deemed to be presently exercisable
options. For purposes of determining presently exercisable options, it is
assumed that no current executive officer will terminate his employment
with Liqui-Box during the next 60 days.
(4) See footnote (3) to the preceding table.
(5) See footnote (4) to the preceding table.
(6) See footnote (5) to the preceding table.
(7) Includes 9,708 common shares subject to presently exercisable options and
79 common shares held for his account in the Liqui-Box ESOP. Also includes
15,750 common shares held in an indirect trust as to which he has no voting
power and shared investment power.
(8) Does not include 4,746 common shares as to which his wife has sole voting
and investment power. Includes 1,429 common shares held for his account in
the Liqui-Box ESOP.
(9) Includes 20,103 common shares subject to presently exercisable options and
17,931 common shares held for his account in the Liqui-Box ESOP.
(10) Includes 7,753 common shares subject to presently exercisable options.
(11) Includes 200 common shares held by his wife as to which she has sole voting
and investment power. Also includes 1,600 common shares held as custodian
for son.
(12) Includes, as to all current directors and executive officers of Liqui-Box
as a group, 90,021 common shares subject to presently exercisable options
and 81,209 common shares held for their respective accounts in the
Liqui-Box ESOP.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the knowledge of Liqui-Box, based solely on a review of copies of the
reports furnished to Liqui-Box and written representations that no other reports
were required during the 1996 fiscal year, all filing requirements applicable to
officers, directors and beneficial owners of more than 10% of the outstanding
common shares of Liqui-Box under Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), were complied with; except that Carl J.
Aschinger, Jr., a director of Liqui-Box, filed late
3
<PAGE> 6
one report covering (i) one open market purchase; and (ii) four dividend
reinvestment transactions during each of 1994 and 1995.
ELECTION OF DIRECTORS
At the Annual Meeting, four directors will be elected to hold office until
the 1999 Annual Meeting of Shareholders and until their respective successors
are elected and qualified. It is the intention of the persons named in the
accompanying form of proxy to vote the common shares represented by such proxy
for the election of the persons named in the following table unless the proxy is
marked otherwise. In case any person named in the table is unable to serve or is
unwilling to accept nomination or election (which is not anticipated), the
persons named in the proxy will vote the common shares represented by such proxy
for one or more substitute nominees designated by the present Board of
Directors. Under Ohio law and Liqui-Box's Code of Regulations, the four nominees
for election as directors in the class whose terms expire in 1999 receiving the
greatest number of votes will be elected as directors. Common shares as to which
the voting authority is withheld will be counted for quorum purposes but will
not be counted toward the election of directors, or toward the election of
individual nominees specified on the form of proxy.
The following individuals have been nominated for election to the class of
directors whose terms expire in 1999:
<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND OFFICES WITH
YEAR LIQUI-BOX LIQUI-BOX, PRINCIPAL OCCUPATION
DIRECTORSHIP COMMENCED AND OTHER DIRECTORSHIPS
- ----------------------- ----------------------------------------------------------------------
<S> <C>
Carl J. Aschinger, Jr. Director of Liqui-Box; Chairman and Chief Executive Officer of The
58-1985 Columbus Showcase Company, a manufacturer of retail showcases in
Columbus, Ohio
Charles R. Coate Vice President, State Savings Bank, an Ohio savings association in
55-N/A Columbus, Ohio
Samuel N. Davis Vice President, Development of Liqui-Box
32-N/A
C. William McBee Vice President, Manufacturing and Director of Liqui-Box
54-1996
</TABLE>
The following directors will continue to serve after the Annual Meeting
until the 1998 Annual Meeting of Shareholders:
<TABLE>
<CAPTION>
NAME, AGE, POSITIONS AND OFFICES WITH
YEAR LIQUI-BOX LIQUI-BOX, PRINCIPAL OCCUPATION
DIRECTORSHIP COMMENCED AND OTHER DIRECTORSHIPS
- ----------------------- ----------------------------------------------------------------------
<S> <C>
Samuel B. Davis Chairman, Chief Executive Officer, President, Treasurer and Director
55-1977 of Liqui- Box
Robert S. Hamilton Vice Chairman and Director of Liqui-Box; Director of Lancaster Colony
68-1984 Corporation
Russell M. Gertmenian Partner, Vorys, Sater, Seymour and Pease; Director of Liqui-Box and of
49-1996 AirNet Systems, Inc.
</TABLE>
Messrs. Samuel B. Davis and Hamilton have held various offices with
Liqui-Box during the past five years. Mr. McBee has been a Vice President of
Liqui-Box since February, 1994. Prior to February, 1994, Mr. McBee was the
General Manager for Stone Container Corporation, Columbus, Indiana, a
manufacturer of corrugated cardboard containers. Mr. Samuel N. Davis has been a
Vice President of Liqui-Box since April, 1996. From September, 1995 until the
present and prior to January, 1993, Mr. Samuel N. Davis held various offices
with Liqui-Box. From January, 1993 through August, 1995 Mr. Samuel N. Davis was
a Manager of Zacchaeus Clothiers, Columbus, Ohio, a clothing retailer. Each
other director and nominee for election as a director has had the same principal
occupation for the past five years.
4
<PAGE> 7
Russell M. Gertmenian, a director of Liqui-Box, is a partner in the law
firm of Vorys, Sater, Seymour and Pease, which rendered legal services to
Liqui-Box during the 1996 fiscal year and continues to render legal services to
Liqui-Box during the 1997 fiscal year.
Samuel B. Davis is the father of Samuel N. Davis and the son of Jeanette A.
Davis.
During 1996, there were two meetings of Liqui-Box's Board of Directors.
Each of the directors, except Mrs. Davis, attended at least 75% of the aggregate
of the total number of meetings held by the Board of Directors during the period
he or she served and the total number of meetings held by all committees of the
Board of Directors on which he or she served during the period he or she served.
Liqui-Box has an Audit Committee consisting of Carl J. Aschinger, Jr.,
Russell M. Gertmenian and Robert S. Hamilton. The Audit Committee met once
during 1996. Its function is to review the adequacy of Liqui-Box's system of
internal controls, to investigate the scope and adequacy of the work of
Liqui-Box's auditors and to recommend to the directors a firm to serve as
Liqui-Box's auditors.
Liqui-Box does not have a compensation committee or a nominating committee
separate from the Board as a whole.
REPORT OF THE BOARD OF DIRECTORS AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of Liqui-Box's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, this Report and the graph set forth on page 9 shall not be
incorporated by reference into any such filings.
Decisions on compensation of Liqui-Box's executive officers are made by the
Board of Directors, except that decisions on stock option compensation are made
by the Stock Option Committee. Set forth below is a report of the Board
addressing Liqui-Box's compensation policies as they affect Samuel B. Davis, the
Chief Executive Officer (CEO), and Robert S. Hamilton, Peter J. Linn, C. William
McBee, Samuel N. Davis, Stewart M. Graves and Joseph F. Pranckus, the other
current executive officers of Liqui-Box.
COMPENSATION PRINCIPLES
Liqui-Box's executive compensation program has existed in its present form
for approximately eleven years and consists of base salary, a bonus based on
pretax profits payable under the Liqui-Box Corporation Profit Participation Plan
(the "Liqui-Box PPP"), contributions to various savings and stock ownership
programs and stock options.
Liqui-Box recognizes the need for executive compensation to be directly
reflective of corporate performance. As such, the philosophy has been for many
years, and continues to be, that base salary should constitute a small portion
of an executive officer's total compensation package with the largest portion of
his compensation being based on an allocated percentage of pretax profits under
the Liqui-Box PPP. This practice applies to the majority of Liqui-Box employees,
with the exception that, at lower levels of responsibility, a greater portion of
compensation is base salary with less of the employees' total compensation being
tied to profit.
Under the Liqui-Box PPP, pretax profits are calculated quarterly for the
first three quarters and are estimated in December for the fourth quarter.
Liqui-Box applies a fixed percentage to each quarter's pretax profit to come up
with an allocation to be distributed among all the eligible employees in the
form of a quarterly bonus. This allocation is further broken down to distribute
a greater fixed percentage to those employees who have a more direct impact on
corporate profits (CEO, officers, managers) and a smaller fixed percentage to
those employees who have a less direct impact on profits. Each employee's share
of the pool is further impacted by the number of employees in the overall bonus
pool in any year.
5
<PAGE> 8
If Liqui-Box's pretax profits increase, the allocation of pretax profit
dollars to compensation increases in direct proportion to the increase in pretax
profits. If pretax profits decrease, so does the allocation of pretax profit
dollars to compensation. This directly impacts compensation of executive
officers, as well as all other eligible employees.
The Board believes that this type of compensation has attracted, and
continues to attract, the type of executive officers and employees that are
critical to the long term success of Liqui-Box. The Board also believes that
this type of compensation has led, and will continue to lead, to the solid
growth of Liqui-Box while rewarding executive officers and employees for their
joint effort to improve profitability.
Since 1992, stock option grants have been used to create long term
incentives to continue the growth in shareholder value. In that year, the Stock
Option Committee adopted guidelines for annual option grants under the 1990
Liqui-Box Corporation Stock Option Plan (the "1990 Stock Option Plan"). The
Stock Option Committee believes option grants in accordance with these
guidelines in the past has accomplished, and in the future will accomplish, the
objective of linking the compensation of executive officers to increases in
shareholder wealth as reflected in the market price of the common shares. No
options were granted to executive officers in 1996, as the Stock Option
Committee felt that the number of options granted in 1995, coupled with the
direct purchase of treasury shares as described under "Transactions Involving
Management", fulfilled, in respect to the 1996 fiscal year, the objective of
linking the compensation of executive officers to increases in shareholder
wealth as reflected in the market price of the common shares.
Section 162(m) of the Internal Revenue Code of 1986, as amended, prohibits
a publicly-held corporation, such as Liqui-Box, from claiming a deduction on its
federal income tax return for compensation in excess of $1 million paid for a
given fiscal year to the chief executive officer (or person acting in that
capacity) at the close of the corporation's fiscal year and the four most highly
compensated officers of the corporation, other than the chief executive officer,
at the end of the corporation's fiscal year. The $1 million compensation
deduction limitation does not apply to "performance-based compensation." The
Internal Revenue Service issued final regulations December 19, 1995, which give
some guidance to publicly-held corporations about how to qualify compensatory
plans to meet the "performance-based compensation" requirements.
Liqui-Box does not have a policy that requires all compensation payable in
1996 and thereafter to the covered executive officers to be deductible under
Section 162(m). Liqui-Box has not attempted to revise the Liqui-Box PPP or the
1990 Stock Option Plan to satisfy the "performance-based compensation"
exceptions but may, in the future, consider doing so if compensation paid
thereunder would otherwise not be deductible under Section 162(m) and such
provisions would not distort or discourage the existing incentives for
performance that enhance the value of Liqui-Box. In all cases, however, whether
or not some portion of a covered executive officer's compensation is tax
deductible, Liqui-Box will continue to carefully consider the net cost and value
to Liqui-Box of its compensation policies.
COMPANY PERFORMANCE AND CEO COMPENSATION
As indicated above, Liqui-Box's executive compensation program is based, in
large part, upon business performance. This pay-for-performance program is
exemplified in the compensation of the CEO.
The Board has believed, since the mid-1980s when the present executive
compensation program was approved, and continues to believe, that Mr. Davis'
base salary of $70,000, which has been unchanged for approximately five years,
is substantially below the base salaries of CEO's in the peer group included in
the performance graph.
Approximately 93.2% of Mr. Davis' cash compensation for 1996 was paid in
the form of a cash bonus under the Liqui-Box PPP. The amount of this bonus is
directly tied to the pretax profits of Liqui-Box. Mr. Davis' 1996 cash bonus
under the PPP program increased from the 1995 amount in proportion to the
6
<PAGE> 9
increase in pretax profits from 1995 to 1996. Had Liqui-Box failed to make a
profit, Mr. Davis, as well as most of the other employees, would have received
no bonus under the Liqui-Box PPP.
Submitted by:
Carl J. Aschinger, Jr.*
Jeanette A. Davis*
Samuel B. Davis
Russell M. Gertmenian*
Robert S. Hamilton
Peter J. Linn
C. William McBee
---------------------
*Member of Stock Option Committee.
SUMMARY COMPENSATION TABLE
The following table summarizes compensation awarded or paid to, or earned
by, each of Liqui-Box's five most highly compensated executive officers during
each of the last three years:
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
--------------------- UNDERLYING ALL OTHER
SALARY BONUS OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- --------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Samuel B. Davis, 1996 $ 70,000 $955,910 0 $ 9,758(1)
Chairman, Chief 1995 $ 70,000 $804,678 82,471 $ 9,812
Executive Officer, 1994 $ 70,000 $913,144 26,705 $ 4,620
Treasurer
Robert S. Hamilton, 1996 $129,263 $ 35,000 0 $ 10,886(1)
Vice-Chairman(3) 1995 $ 98,077 $ 50,000 32,156 $ 0
1994 $ -- $ -- -- $ --
C. William McBee, 1996 $ 70,000 $151,765 0 $ 11,405(1)
Vice President -- 1995 $ 70,000 $134,441 30,930 $ 10,859
Manufacturing(3) 1994 $ -- $ -- -- $ --
Stewart M. Graves, 1996 $ 78,757 $ 74,287 0 $ 15,550(1)
Vice President -- 1995 $ -- $ -- -- $ --
International(4) 1994 $ -- $ -- -- $ --
Joseph F. Pranckus, 1996 $ 51,000 $112,634 0 $ 5,300(1)
Vice President -- 1995 $ -- $ -- -- $ --
Sales(5) 1994 $ -- $ -- -- $ --
</TABLE>
- ---------------
(1) Includes employer contributions to the Liqui-Box ESOP and to the 401(k)
portion of the Liqui-Box Corporation Employees' Profit Sharing and Salary
Deferral Plan (the "Liqui-Box Profit Sharing and Salary Deferral Plan").
Does not include amounts allocable to the named executive officers' accounts
in the deferred profit-sharing portion of the Liqui-Box Profit Sharing and
Salary Deferral Plan for 1996, which amounts will be calculated during 1997
and disclosed as earned in 1996 in next year's proxy statement. The amount
shown for Stewart M. Graves relates to employer pension costs in the U.K.
(2) Although Mr. Hamilton was Vice Chairman of Liqui-Box during the period from
1994 to 1996, he was not active in the day-to-day business of the Company
until 1995.
(3) Mr. McBee became an executive officer in April 1995.
(4) Stewart M. Graves became an executive officer in August 1996.
(5) Joseph F. Pranckus became an executive officer in October 1996.
7
<PAGE> 10
OPTIONS GRANTED IN THE LAST FISCAL YEAR
No options were granted to any of the executive officers named in the
SUMMARY COMPENSATION TABLE during the 1996 fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
None of the executive officers named in the SUMMARY COMPENSATION TABLE
exercised any options during the 1996 fiscal year. The following table sets
forth certain information concerning unexercised options held at year end by
each of the named executive officers:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF SECURITIES UNDER- VALUE OF UNEXERCISED
SECURITIES LYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
UNDERLYING AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)(2)
OPTIONS VALUE ----------------------------- -----------------------------
NAME EXERCISED(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- ------------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Samuel B. Davis 0 $0 43,393 214,020 $ 1,095,754 $ 2,721,677
Robert S. Hamilton 0 $0 6,664 35,584 $ 173,051 $ 629,026
C. William McBee 0 $0 7,753 28,307 $ 189,402 $ 696,229
Stewart M. Graves 0 $0 0 0 $ 0 $ 0
Joseph F. Pranckus 0 $0 1,886 5,625 $ 54,436 $ 161,029
</TABLE>
- ---------------
(1) All values shown are pretax.
(2) Based on the fiscal year-end closing price of $32.50 per common share.
DIRECTOR COMPENSATION
Directors who are not employees of Liqui-Box receive a $2,500 per quarter
retainer.
TRANSACTIONS INVOLVING MANAGEMENT
During 1996, Liqui-Box felt it was in the interest of Liqui-Box to allow
certain executive officers and other key members of management to acquire
treasury stock directly from Liqui-Box. Liqui-Box felt it was appropriate to
allow these individuals to be rewarded if there were future increases in the
value of the common shares and to suffer the economic consequences if the common
shares failed to perform on a long term basis. In furtherance of this aim, on
July 16, 1996, the following executive officers of Liqui-Box purchased the
number of common shares specified at a purchase price of $27.25 per common share
(the fair market value of the common shares at the date of the purchase): Samuel
B. Davis -- 36,697 common shares; Samuel N. Davis -- 27,522 common shares; C.
William McBee -- 27,522 common shares; Juan Jose Perez (who resigned as an
executive officer December 29, 1996) -- 9,174 common shares; and Joseph F.
Pranckus -- 3,669 common shares. Liqui-Box guaranteed the loans obtained by
these executive officers and other members of management from a third party bank
in connection with the acquisition of these common shares. The indebtedness is
the responsibility of the individual borrowers, and it is anticipated that they
will repay the indebtedness using their own funds. Mr. Perez sold his common
shares back to Liqui-Box on February 28, 1997, at $28.50 per common share (less
than the fair market value at the date of repurchase) as a result of his
resignation as an executive officer of the Company.
PEER GROUP COMPARISON
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following line graph compares the yearly percentage change in
Liqui-Box's cumulative total shareholder return (as measured by dividing (i) the
sum of (A) the cumulative amount of dividends for the
8
<PAGE> 11
measurement period, assuming dividend reinvestment, and (B) the difference
between Liqui-Box's common share price at the end and the beginning of the
measurement period; by (ii) the common share price at the beginning of the
measurement period) against the cumulative return of the Wilshire 5000 Index and
the Dow Jones: Containers/Packaging Industry Group Index for the five year
period ended December 31, 1996.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG LIQUI-BOX CORPORATION, WILSHIRE 5000
AND DOW JONES CONTAINERS/PACKAGING INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) LIQUI-BOX WILSHIRE 5000 DOW JONES
<S> <C> <C> <C>
1991 100 100 100
1992 133 105 107
1993 179 115 101
1994 159 112 101
1995 144 149 108
1996 160 179 134
</TABLE>
OVERALL -- Each performance graph index begins with a base value of $100.
This base is adjusted by annual stock market price changes and cumulative annual
dividend payments over the time frame of each index (as specified by the SEC in
its disclosure rules).
LIQUI-BOX CORPORATION -- Stock prices and dividends adjusted for stock
splits.
WILSHIRE 5000 -- The broadest of all indices, tracking value of all stock
issues for which quotes are available. Changes are measured against a base value
established in December 31, 1980. This index is market-value weighted.
DOW JONES: CONTAINERS/PACKAGING INDUSTRY GROUP -- An industry index
published by Dow Jones of geographically representative companies in the
industry. The index is adjusted to account for stock splits and dividends.
BOARD OF DIRECTOR INTERLOCKS AND INSIDER PARTICIPATION
Liqui-Box does not have a compensation committee; therefore, the Board
functions as the committee. The Board includes Samuel B. Davis, Peter J. Linn,
C. William McBee and Robert S. Hamilton, current executive officers of
Liqui-Box, each of whom participated in Board discussions concerning executive
officer compensation. Russell M. Gertmenian, who is a partner in the law firm of
Vorys, Sater, Seymour and Pease, which rendered legal services to Liqui-Box
during the 1996 fiscal year and continues to render legal services to Liqui-Box
during the 1997 fiscal year, also serves on the Board of Directors.
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<PAGE> 12
NOTIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
At a meeting held on April 3, 1995, the Board of Directors of Liqui-Box
dismissed the firm of Ernst & Young LLP, which had served as independent
auditors for Liqui-Box and its subsidiaries prior to and until April 3, 1995. At
a meeting held on April 7, 1995, the Executive Committee of the Company's Board
of Directors appointed the firm of Deloitte & Touche LLP to serve as independent
auditors for Liqui-Box and its subsidiaries effective April 7, 1995. The
decision to change independent auditors was recommended by the Audit Committee
of the Board of Directors of Liqui-Box and approved by the Executive Committee
of the Board of Directors.
The reports of Ernst & Young LLP on the financial statements for the fiscal
years ended December 31, 1994 and January 1, 1994 contained no adverse opinion
or disclaimer of opinion and neither of such reports was qualified or modified
as to uncertainty, audit scope or accounting principles.
There were no disagreements between Liqui-Box or its subsidiaries and Ernst
& Young LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, during the fiscal years
ended December 31, 1994 and January 1, 1994 or during the period from January 1,
1995 to April 3, 1995, which disagreements, if not resolved to the satisfaction
of Ernst & Young LLP, would have required it to make reference to the subject
matter of the disagreements in connection with its report.
The Board of Directors of Liqui-Box has selected Deloitte & Touche LLP to
serve as independent auditors for Liqui-Box and its subsidiaries at the close of
the current fiscal year. Deloitte & Touche LLP has served as independent
auditors for Liqui-Box since April 7, 1995. Representatives of Deloitte & Touche
LLP are expected to be present at the Annual Meeting, will be given the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
ANNUAL REPORT
The 1996 Annual Report, which includes financial statements and information
concerning Liqui-Box's operations during the 1996 fiscal year, accompanies this
Proxy Statement.
LIQUI-BOX WILL PROVIDE, WITHOUT CHARGE, TO ANY PERSON SOLICITED (UPON
WRITTEN REQUEST OF SUCH PERSON), A COPY OF LIQUI-BOX'S ANNUAL REPORT ON FORM
10-K FOR THE 1996 FISCAL YEAR, INCLUDING THE FINANCIAL STATEMENTS AND THE
FINANCIAL STATEMENT SCHEDULES THEREIN, REQUIRED TO BE FILED WITH THE SEC. SUCH
REQUEST SHOULD BE ADDRESSED TO SAMUEL B. DAVIS, CHAIRMAN, LIQUI-BOX CORPORATION,
P.O. BOX 494, WORTHINGTON, OHIO 43085-0494.
OTHER MATTERS
The management and the Board of Directors of Liqui-Box do not know of any
other matters which may come before the Annual Meeting. However, if any other
matters properly come before the Annual Meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the common shares
represented by the proxy in their discretion as the Board of Directors may
recommend. The enclosed proxy is being solicited by the Board of Directors of
Liqui-Box. Liqui-Box will bear the cost of solicitation of proxies. In addition
to the use of the mails, proxies may be solicited by officers, directors and
regular employees of Liqui-Box, personally, by telephone or by telegraph.
SHAREHOLDER PROPOSALS
Any proposals by Liqui-Box shareholders intended to be presented at the
1998 Annual Meeting of Shareholders must be received by Liqui-Box prior to
December 3, 1997, in order to be considered for inclusion in Liqui-Box's 1998
Proxy Statement.
By Order of the Board of Directors
Peter J. Linn
Secretary
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<PAGE> 13
LIQUI-BOX CORPORATION
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 23, 1997
The undersigned hereby constitutes and appoints Samuel B. Davis, C. William
McBee and Robert S. Hamilton and each of them, with full power of substitution
and revocation, as proxy or proxies to appear and vote the common shares of
Liqui-Box Corporation ("Liqui-Box") which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Shareholders on April 23,
1997, and any adjournment thereof, for the following purposes:
1. Election of four (4) directors for terms expiring in 1999.
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to contrary below)* to vote for all nominees listed below
</TABLE>
Carl J. Aschinger, Jr. Charles R. Coate Samuel N. Davis
C. William McBee
* (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW:)
- --------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Over)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BY THE
SHAREHOLDERS. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL
1. IF ANY OTHER MATTERS ARE BROUGHT BEFORE THE MEETING OR IF A NOMINEE FOR
ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE, THE PROXY WILL BE VOTED IN THE DISCRETION OF THE
PROXIES ON SUCH MATTERS OR FOR SUCH SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY
RECOMMEND.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement and hereby expressly revokes any and all proxies heretofore
given or executed by the undersigned with respect to the common shares
represented by this proxy.
Date.........................
.............................
.............................
(Please sign here exactly as
name appears herein. If
common shares are registered
in two names, both should
sign.) When signing as
attorney, executor,
administrator, trustee,
guardian or corporate
official, please give your
full title.
