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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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
P. O. 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)
September 28, 1997
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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 [ ].
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 5 Pages
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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 TO 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: 1,554,518 common shares
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 1,427,491 common shares
10. SHARED DISPOSITIVE POWER: 127,027 common shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 1,554,518 common shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT 29.7%
IN ROW (11):
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN
Page 2 of 5 Pages
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SAMUEL B. DAVIS
AMENDMENT NO. 10 to
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 10 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 September 28, 1997, under the terms of the S.S. Davis Residual Trust
(the "Davis Residual Trust"), the reporting person became Successor Trustee
upon the death of his mother who had been the Trustee. As Successor Trustee of
the S.S. Davis Residual Trust, the reporting person holds, and exercises sole
voting and investment power with respect to, the 490,113 Common Shares of the
Issuer in the Trust.
During the period since the end of the 1996 fiscal year of the Issuer,
pursuant to the Liqui-Box Corporation Employees' Profit Sharing and Salary
Deferral Plan (the "Liqui-Box 401(k) Plan"), 343 Common Shares were acquired
for the reporting person's account at average prices ranging from $27.50 to
$33.33. 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, during the period since the end of the 1996 fiscal year of
the Issuer, pursuant to the Liqui-Box Corporation Employee Stock Ownership Plan
(the "Liqui-Box ESOP"), 592 Common Shares were acquired for the reporting
person's account at average prices ranging from $30.75 to $32.63. These Common
Shares were purchased with contributions made by the reporting person to the
Liqui-Box ESOP. The reporting person exercises sole voting and investment
power with respect to these Common Shares.
Item 4. Purpose of Transaction.
See Items 3 and 5. In addition, Mr. Davis may acquire additional Common
Shares of the Issuer as a result of his participation in the Liqui-Box 401(k)
Plan and the Liqui-Box ESOP and as a result of the grant of options to him
under the Issuer's 1990 Stock Option Plan. The reporting person otherwise has
no present 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 4,
1997, and the nature of such ownership is as follows:
Page 3 of 5 Pages
<PAGE> 4
<TABLE>
<CAPTION>
NATURE OF PERCENT
COMMON SHARES BENEFICIAL OWNERSHIP OF CLASS (1)
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<S> <C> <C>
1,427,491 (2) Sole Voting and Sole Dispositive 27.3%
127,027 (3) Sole Voting and Shared Dispositive 2.4%
--------- -----
1,554,518 29.7%
</TABLE>
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(1) Based upon 5,156,558 Common Shares outstanding as of December 4, 1997 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 December 4, 1997.
(2) Includes 72,777 Common Shares which are subject to options held by the
reporting person which are exercisable within 60 days of December 4, 1997.
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 61,376 Common Shares held for the reporting person's
account in the Liqui-Box ESOP.
Also includes 490,113 Common Shares of the Issuer held by the reporting
person as Successor Trustee under the S.S. Davis Residual Trust.
(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. 9 to the reporting person's Schedule 13D (May
30, 1997).
(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 61,376
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 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.
Page 4 of 5 Pages
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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: December 22, 1997 /s/ Samuel B. Davis
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Samuel B. Davis
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