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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
January 5, 1998
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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.
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*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
<TABLE>
<CAPTION>
CUSIP NO. 536314107
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<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Samuel B. Davis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
1,553,359 common shares
NUMBER OF -------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,689 common shares
EACH -------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
1,424,643 common shares
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10 SHARED DISPOSITIVE POWER
128,716 common shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,553,359 common shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
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SAMUEL B. DAVIS
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AMENDMENT NO. 11 to
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SCHEDULE 13D
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Item 1. Security and Issuer.
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This Amendment No. 11 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 5. Interest in Securities of the Issuer.
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(a) and (b) The aggregate number and percentage of Common Shares of the Issuer
beneficially owned by the reporting person as of February 24, 1998,
and the nature of such ownership is as follows:
NATURE OF PERCENT
COMMON SHARES BENEFICIAL OWNERSHIP OF CLASS (1)
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1,424,643 (2) Sole Voting and Sole Dispositive 29.7%
127,027 (3) Sole Voting and Shared Dispositive 2.7%
1,689 (4) Shared Voting and Shared Dispositive 0.0%
------------ ----
1,553,359 (5) 32.4%
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(1) Based upon 4,725,773 Common Shares outstanding as of February 24, 1998
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 February 24, 1998.
(2) Includes 72,777 Common Shares which are subject to options held by the
reporting person which are exercisable within 60 days of February 24,
1998. Supplemental Retirement Discounted Options become exercisable
upon termination of the reporting person's employment (other than upon
termination for cause); however, 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 Corporation Employee Stock Ownership Plan.
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.
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(4) Includes 1,689 Common Shares held by the Estate of Jeanette A. Davis,
as to which the reporting person exercises shared voting and
investment power as co-executor with one of his sisters.
(5) Does not include 2,428 Common Shares as to which the wife of the
reporting person has sole voting and investment power.
(c) Transactions by reporting person:
--------------------------------
Other than the transactions reported in the following table, the
reporting person has not effected any transactions in the Common
Shares of the Company during the period from December 1, 1997 to
February 24, 1998:
Number of Type of
Common Shares Date Consideration Transaction
------------- ---- ------------- -----------
1,000 12/10/97 N/A Gift by Mr. Davis
1,848 12/18/97 N/A Gift by Mr. Davis
(d) See Footnotes (3) and (4) to table included under Items 5(a) and
5(b).
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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There are no contracts, arrangements, understandings or
relationships (legal or otherwise) not disclosed 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 Corporation
Employee Stock Ownership Plan 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 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.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth herein is true, complete and
correct.
Date: April 14, 1998 /s/ Samuel B. Davis
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Samuel B. Davis
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