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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 15, 1997
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LIQUI-BOX CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 0-8514 31-0628033
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(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number Identification No.)
6950 Worthington-Galena Road, Worthington, Ohio 43085
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 614-888-9280
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Not Applicable
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(Former name or former address, if changed since last report)
Exhibit Index - Page 3
Page 1 of 7 Pages
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Item 5. Other Events.
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Liqui-Box Corporation (the "Company") and The Huntington National Bank
("Huntington") entered into a Rights Agreement, dated as of February 22, 1989,
which was subsequently amended by an Amendment Agreement, dated as of May 11,
1990 (collectively, the "Rights Agreement"), pursuant to which Huntington was
appointed to act as "Rights Agent" under the Rights Agreement. The terms of the
Rights Agreement have been described in the Company's Current Reports on Form
8-K dated February 22, 1989 and June 21, 1990 filed with the Securities and
Exchange Commission.
Huntington notified the Company of its desire to terminate services as
Rights Agent effective September 15, 1997. Pursuant to Section 22 of the Rights
Agreement, the Company appointed National City Bank ("NCB") to serve as
successor Rights Agent effective September 15, 1997. A copy of the Appointment
and Acceptance of Successor Rights Agent, dated as of September 15, 1997,
between the Company and NCB is being filed as Exhibit 4 to this Current Report
on Form 8-K.
Item 7. Financial Statements and Exhibits.
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(a) - (b) Not applicable.
(c) Exhibits:
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Please see Index to Exhibits at page 3.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 3, 1997 LIQUI-BOX CORPORATION
By /s/ C. William McBee
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C. William McBee, Vice
President of Administration
and Manufacturing
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Pages
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<S> <C> <C>
4 Appointment and Acceptance of Successor Rights Agent, dated as of September 4-7
15, 1997, between Liqui-Box Corporation and National City Bank
</TABLE>
3
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Exhibit 4
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Appointment and Acceptance of Successor Rights Agent, dated
as of September 15, 1997, between Liqui-Box Corporation and
National City Bank
4
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APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT
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This APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT, is entered into
as of September 15, 1997, by and between Liqui-Box Corporation, an Ohio
corporation (the "Company"), and National City Bank ("NCB").
WITNESSETH:
WHEREAS, the Company and The Huntington National Bank ("Huntington")
entered into a Rights Agreement, dated as of February 22, 1989, which was
subsequently amended by an Amendment Agreement, dated as of May 11, 1990
(collectively, the "Rights Agreement"), pursuant to which Huntington was
appointed to act as "Rights Agent" under the Rights Agreement; and
WHEREAS, pursuant to Section 22 of the Rights Agreement, the Company has
the right to appoint a successor to the Rights Agent if the Rights Agent
resigns, is removed or otherwise becomes incapable of acting; and
WHEREAS, Huntington has notified the Company of its desire to terminate
service as Rights Agent under the Rights Agreement, effective September 15,
1997; and
WHEREAS, NCB has indicated to the Company that NCB would be willing to
serve as successor Rights Agent under the Rights Agreement, effective September
15, 1997;
NOW, THEREFORE, the Company and NCB agree as follows:
1. Pursuant to Section 22 of the Rights Agreement, the Company hereby
appoints, and NCB hereby accepts the
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appointment of, NCB as successor Rights Agent under the Rights Agreement,
effective September 15, 1997.
2. This Appointment and Acceptance of Successor Rights Agent may be
executed in any number of counterparts, each of which shall be an original, and
such counterparts shall together constitute but one and the same instrument.
Terms not defined herein shall, unless the context otherwise requires, have the
meanings assigned to such terms in the Rights Agreement.
3. In all respects not inconsistent with the terms and provisions of this
Appointment and Acceptance of Successor Rights Agent, the Rights Agreement is
hereby ratified and confirmed. In executing and delivering this Appointment and
Acceptance of Successor Rights Agent, NCB shall be entitled to all of the
privileges and immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Appointment and
Acceptance of Successor Rights Agent to be duly executed by their respective
authorized representatives as of the day and year first above written.
LIQUI-BOX CORPORATION
By: /s/ C. William McBee
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C. William McBee, its Vice
President of Administration
and Manufacturing
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NATIONAL CITY BANK
By: /s/ J. Dean Presson
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Name: J. Dean Presson
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Title: Vice President
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