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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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
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)
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 [ ].
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: 1,034,429 common shares
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 907,402 common shares
10. SHARED DISPOSITIVE POWER: 127,027 common shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,034,429 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): 17.9%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN
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SAMUEL B. DAVIS
AMENDMENT NO. 9 to
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 9 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 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 $26.50 to $33.50. 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.
In addition, during the 1996 fiscal year of the Issuer,
pursuant to the Liqui-Box Corporation Employee Stock Ownership Plan (the
"Liqui-Box ESOP"), 3,825 Common Shares were acquired for the reporting person's
account at average prices ranging from $26.50 to $33.50. 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 Item 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 May 12, 1997, and
the nature of such ownership is as follows:
NATURE OF PERCENT
COMMON SHARES BENEFICIAL OWNERSHIP OF CLASS (1)
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907,402 (2) Sole Voting and Sole Dispositive 15.7%
127,027 (3) Sole Voting and Shared Dispositive 2.2%
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1,034,429 17.9%
- --------------
(1) Based upon 5,742,906 Common Shares outstanding as of May 12, 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 May 12, 1997.
(2) Includes 43,393 Common Shares which are subject to options held by the
reporting person which are exercisable within 60 days of May 12, 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
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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 60,784 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 Item 3, the reporting
person has not effected any transactions in Common Shares of the
Issuer since the date of Amendment No. 8 to the reporting person's
Schedule 13D (October 7, 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 60,784
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.
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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: May 30, 1997 /s/ Samuel B. Davis
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Samuel B. Davis
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