-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rwh90tEg0cWuzNJf1EFUWcBiMXPznqgxGzq1lF+/UHWEIzbEzEvSDFrWsz+3gpwf u9qmG5dmWsopqQzqwJMGHg== 0000912057-02-009625.txt : 20020415 0000912057-02-009625.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-009625 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020312 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIQUI BOX CORP CENTRAL INDEX KEY: 0000216430 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 310628033 STATE OF INCORPORATION: OH FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12558 FILM NUMBER: 02573615 BUSINESS ADDRESS: STREET 1: 6950 WORTHINGTON GALENA RD CITY: WORTHINGTON STATE: OH ZIP: 43085 BUSINESS PHONE: 6148889280 MAIL ADDRESS: STREET 1: 6950 WORTHINGTON GALENA ROAD CITY: WORTHINGTON STATE: OH ZIP: 43085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS SAMUEL B CENTRAL INDEX KEY: 0000904583 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6950 WORTHINGTON GALENA RD CITY: WORTHINGTON STATE: OH ZIP: 43085 BUSINESS PHONE: 6148889280 MAIL ADDRESS: STREET 1: 6950 WORTHINGTON GALEN RD CITY: WORTHINGTON STATE: OH ZIP: 43085 SC 13D/A 1 a2073282zsc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12)* 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 6950 WORTHINGTON-GALENA ROAD WORTHINGTON, OHIO 43085 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 1, 2002 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7 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). CUSIP No. 536314107 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Samuel B. Davis - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not applicable - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEDURES IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,313,181 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 326,742 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,186,154 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 453,769 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,639,923 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- Page 2 of 6 pages SAMUEL B. DAVIS AMENDMENT NO. 12 TO SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Amendment No. 12 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, Worthington, Ohio 43085-0494. 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 ofFebruary 15, 2002, and the nature of such ownership is as follows:
COMMON NATURE OF PERCENT SHARES BENEFICIAL OWNERSHIP OF CLASS(1) ------------- ----------------------------------- -------------- 1,186,154(2) Sole Voting and Sole Dispositive 27.21% 127,027(3) Sole Voting and Shared Dispositive 2.9% 326,742(4) Shared Voting and Shared Dispositive 7.5% 1,639,923(5) 37.6%
----------------- (1) Based upon 4,202,173 Common Shares outstanding as of November 9, 2001 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 15 , 2002. (2) Includes 793,939 Common Shares held by the reporting person as trustee under the Samuel B. Davis Revocable Trust. Includes 158,005 Common Shares which are subject to options held by the reporting person which are exercisable within 60 days of February 15, 2002. 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 employment of the reporting person with the Issuer will not be terminated during the next 60 days and that a change in control of the issues will not occur within the next 60 days. Page 3 of 6 pages Also includes 70,839 Common Shares held for the reporting person's account in the Liqui-Box Corporation Employee Stock Ownership Plan. Also includes 163,371 Common Shares of the Issuer held by the reporting person as Successor Trustee under the Davis Family Trust F/B/O Samuel B. Davis. (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. (4) Includes 163,371 Common Shares of the Issuer held by the reporting person as Successor Trustee under the Davis Family Trust F/B/O Joan D. Guylas. Includes 163,371 Common Shares of the Issuer held by the reporting person as Successor Trustee under the Davis Family Trust F/B/O Jane D. Ferger. (5) Does not include 11,643 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 13, 2001 to February 11, 2002: NUMBER OF TYPE OF COMMON SHARES DATE CONSIDERATION TRANSACTION --------------- -------- ------------- ------------- 1,750 12/25/01 N/A Gifts by Mr. Davis (d) See Footnote (3) to table included under Items 5(a) and 5(b). (e) Inapplicable. Page 4 of 6 pages 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 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 70,839 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. Page 5 of 6 pages SIGNATURE 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: March 11, 2002 /s/ S. B. DAVIS ------------------------ Samuel B. Davis Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----