MULTI COLOR CORP
SC 13G/A, 1997-02-13
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 9)*



                             MULTI-COLOR CORPORATION
- --------------------------------------------------------------------------------


                                (Name of Issuer)



                                  Common Stock
- --------------------------------------------------------------------------------


                         (Title of Class of Securities)


                                   625383 10 4
- --------------------------------------------------------------------------------



                                 (CUSIP Number)

Check the following  box if a fee is being paid with this  statement . (A fee is
not required  only if the filing  person:  (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

*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 the
disclosures provided in a prior cover page.

The information required in 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).


                        (Continued on following page(s))

                                Page 1 of 4 Pages


<PAGE>




CUSIP NO. 625383 10 4                 13G                 Page  2  of 4 Pages



 1        NAME OF REPORTING PERSONS
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             JOHN D. LITTLEHALE
             ###-##-####

- --------  ----------------------------------------------------------------------
 2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)
             See Item 4                                                 (b)   X

- --------  ----------------------------------------------------------------------
 3        SEC USE ONLY



- --------  ----------------------------------------------------------------------
 4        CITIZENSHIP OR PLACE OF ORGANIZATION

             United States of America

- --------  ----------------------------------------------------------------------

                              5       SOLE VOTING POWER

         NUMBER OF                       190,306
          SHARES
       BENEFICIALLY           6        SHARED VOTING POWER
         OWNED BY
           EACH                          5,000
         REPORTING
        PERSON WITH           7       SOLE DISPOSITIVE POWER

                                         190,306

                              8       SHARED DISPOSITIVE POWER

                                         5,000
- --------------------------------------------------------------------------------

 9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               195,306
- --------  ----------------------------------------------------------------------
10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- --------  ----------------------------------------------------------------------
11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

              8.6%
- --------  ----------------------------------------------------------------------
12        TYPE OF REPORTING PERSON*

             IN

- --------  ----------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                Page 3 of 4 Pages


ITEM 1(a)         Name of Issuer:                    Multi-Color Corporation

         1(b)     Address of Issuer's Principal Executive Office:

                  205 West Fourth Street, Suite 1140
                  Cincinnati, Ohio  45202

         2(a)     Name of Persons Filing:                     John D. Littlehale

         2(b)     Address of Principal Business Office:

                  205 West Fourth Street, Suite 1140
                  Cincinnati, Ohio  45202

         2(c)     Citizenship:              U.S.A.

         2(d)     Title of Class of Securities:      Common Stock, no par value

         2(e)     CUSIP No.:                625383 10 4

         3.       If this Statement is Filed Pursuant to Rules 13d-1(b) or
                  13d-2(b), check whether the Person Filing is a:   N/A

         4.       Ownership:

                  (a)      See Item 9 of cover page.
                  (b)      See Item 11 of cover page.
                  (c)      See Items 5-8 of cover page.

                    This Amendment No. 9 to Schedule 13G is filed solely by John
               D. Littlehale. The original Schedule 13G and all Amendments prior
               to Amendment No. 5 were filed by Burton D. Morgan, John C. Court,
               John D. Littlehale, Thomas F. Costello and John R. Voelker on the
               same Schedule 13G.

                    The  aggregate  number of  shares  shown in Items 5, 7 and 9
               includes options  exercisable  within 60 days into 35,800 shares.
               The  aggregate  amount of  shares  shown in Items 6, 8, and 9 for
               John  D.   Littlehale   includes   5,000   shares  owned  by  Mr.
               Littlehale's wife of which he disclaims beneficial owner ship.

                    John C. Court, Burton D. Morgan, John D. Littlehale, John R.
               Voelker, Thomas F. Costello and Philip E. Courtier are parties to
               an  agreement  ("Agreement")  with the Company  pursuant to which
               they must offer their shares for sale to the  Company,  and if it
               declines to purchase,  to the other signatories at a price based
               on current market  prices,  if any of them desires to sell shares
               not in compliance with Sections  (e)(1)and (f) of Rule 144 
               promulgated  under the  Securities Act of 1933. Mr. Littlehale 
               does not affirm that the  Agreement  operates to make the 
               signatories  thereto a group for purposes of Section 13(d)(3)
               of  the  Securities  Exchange  Act of  1934.  The  Agreement 
               has previously been filed as an Exhibit to Registration 
               Statement No. 33-15957.

<PAGE>


         5.       Ownership of 5% or less of class:   N/A

         6.       Ownership of more than 5% on behalf of another person:  N/A

         7.       Identification and classification of the subsidiary which
                  acquired the security being reported by the parent
                  holding company:   N/A

         8.       Identification and classification of members of the
                  group:   N/A

         9.       Notice of dissolution of group:  N/A

         10.      Certification:  N/A





         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: February 12, 1997                                 \s\ John D. Littlehale
                                                  -----------------------------
                                                  John D. Littlehale




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