SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 1)
LIQUI-BOX CORPORATION
(Name of Issuer)
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class of Securities)
536314107
(CUSIP Number)
DONALD P. MCAVINEY, ESQUIRE
E.I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(302) 774-9564
SEYMOUR TRACHIMOVSKY, ESQUIRE
DUPONT CANADA INC.
ENHANCE PACKAGING TECHNOLOGIES INC.
EPT NEWCO, INC.
7070 MISSISSAUGA ROAD
MISSISSAUGA, ONTARIO L5N 5M8, CANADA
(905) 821-5444
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
JUSTIN P. KLEIN, ESQUIRE
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
1735 MARKET STREET, 51ST FLOOR
PHILADELPHIA, PA 19103
(215) 864-8606
MARCH 25, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
* 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
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
E.I. DU PONT DE NEMOURS AND COMPANY; 51-0014090
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _______
(b) _______
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3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions) AF
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization STATE OF DELAWARE
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Number of Shares 7) Sole Voting Power 1,556,679*
Beneficially Owned
By Each Reporting -------------------------------------------------------
Person With
8) Shared Voting Power
-------------------------------------------------------
9) Sole Dispositive Power 1,485,564*
-------------------------------------------------------
10) Shared Dispositive Power
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially 2,026,965*
Owned by Each Reporting Person
--------------------------------------------------------------------------------
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) 43.7%
--------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions) CO
--------------------------------------------------------------------------------
* These shares are subject to a Shareholders Agreement, dated as of March
25, 2002.
CUSIP No. 536314107
--------------------------------------------------------------------------------
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
DUPONT CANADA INC.
--------------------------------------------------------------------------------
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) WC
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization CANADA
--------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 1,556,679*
Beneficially Owned
By Each Reporting -------------------------------------------------------
Person With
8) Shared Voting Power
-------------------------------------------------------
9) Sole Dispositive Power 1,485,564*
-------------------------------------------------------
10) Shared Dispositive Power
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially 2,026,965*
Owned by Each Reporting Person
--------------------------------------------------------------------------------
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) 43.7%
--------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions) CO
--------------------------------------------------------------------------------
* These shares are subject to a Shareholders Agreement, dated as of March
25, 2002.
CUSIP No. 536314107
--------------------------------------------------------------------------------
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
ENHANCE PACKAGING TECHNOLOGIES INC.
--------------------------------------------------------------------------------
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) AF
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization CANADA
--------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 1,556,679*
Beneficially Owned
By Each Reporting -------------------------------------------------------
Person With
8) Shared Voting Power
-------------------------------------------------------
9) Sole Dispositive Power 1,485,564*
-------------------------------------------------------
10) Shared Dispositive Power
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially 2,026,965*
Owned by Each Reporting Person
--------------------------------------------------------------------------------
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) 43.7%
--------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions) CO
--------------------------------------------------------------------------------
* These shares are subject to a Shareholders Agreement, dated as of March
25, 2002.
CUSIP No. 536314107
--------------------------------------------------------------------------------
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
EPT NEWCO, INC.
--------------------------------------------------------------------------------
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) AF
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization STATE OF OHIO
--------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 1,556,679*
Beneficially Owned
By Each Reporting -------------------------------------------------------
Person With
8) Shared Voting Power
-------------------------------------------------------
9) Sole Dispositive Power 1,485,564*
-------------------------------------------------------
10) Shared Dispositive Power
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially 2,026,965*
Owned by Each Reporting Person
--------------------------------------------------------------------------------
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) 43.7%
--------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions) CO
--------------------------------------------------------------------------------
* These shares are subject to a Shareholders Agreement, dated as of March
25, 2002.
EXPLANATORY NOTE
This Amendment No. 1 to Statement on Schedule 13D (this "Schedule
13D") is filed pursuant to Rule 13d-1 of the Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") by E.I. du Pont
de Nemours and Company, a Delaware corporation ("DuPont"), DuPont Canada Inc., a
Canadian corporation and majority owned subsidiary of DuPont ("DuPont Canada"),
Enhance Packaging Technologies, Inc., a Canadian corporation and wholly owned
subsidiary of DuPont Canada ("Enhance"), and EPT Newco, Inc., an Ohio
corporation and wholly owned subsidiary of Enhance ("EPT Newco"), to revise the
number and percent of the common shares, without par value (the "Common Stock"),
of Liqui-Box Corporation, an Ohio corporation ("Liqui-Box"), beneficially owned
by the reporting persons to reflect the number of shares of Common Stock held by
Samuel B. Davis as Successor Trustee under the Davis Family Trust F/B/O Joan
Guylas, by Samuel B. Davis as Successor Trustee under the Davis Family Trust
F/B/O Jane Ferger and by Samuel N. Davis.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Common Stock of Liqui-Box.
The principal executive offices of Liqui-Box are located at 6950 Worthington
Galena Road, Worthington, OH 43085.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by DuPont, DuPont Canada, Enhance and EPT
Newco (collectively, the "DuPont Companies"). The principal executive offices of
DuPont are located at 1007 Market Street, Wilmington, Delaware 19898. The
principal executive offices of DuPont Canada, Enhance and EPT Newco are located
at 7070 Mississauga Road, Mississauga, Ontario L5N 5M8, Canada.
DuPont was founded in 1802 and was incorporated in Delaware in 1915.
DuPont is a world leader in science and technology in a range of disciplines
including high-performance materials, synthetic fibers, electronics, specialty
chemicals, agriculture and biotechnology. DuPont operates globally through some
22 strategic business units. Within the strategic business units, a wide range
of products are manufactured for distribution and sale to many different
markets, including the transportation, textile, construction, automotive,
agricultural, home furnishings, medical, packaging, electronics and the
nutrition and health markets.
DuPont's strategic business units have been aggregated into eight
reportable segments - Agriculture & Nutrition, Nylon, Performance Coatings &
Polymers, Pharmaceuticals, Pigments & Chemicals, Polyester, Specialty Fibers and
Specialty Polymers. In February 2002, DuPont announced the realignment of its
businesses into five market- and technology-focused growth platforms and its
plans for the creation of a Textiles and Interiors subsidiary. The growth
platforms are: DuPont Electronic & Communication Technologies; DuPont
Performance Materials; DuPont Coatings & Color Technologies; DuPont Safety &
Protection; and DuPont Agriculture & Nutrition.
DuPont owns a majority of the outstanding capital stock of DuPont
Canada, a Canadian corporation. DuPont Canada is a diversified science company
that operates manufacturing facilities in many different countries and develops
technology, including aseptic technology that preserve the freshness of
beverages and food for up to one year without refrigeration. DuPont Canada's
strategic business units have been aggregated into five reportable segments:
Nylon Enterprise, Performance Coatings and Polymers, Specialty Materials,
Specialty Polymers and Films and Specialty Fibres.
DuPont Canada directly owns all of the outstanding capital stock of
Enhance, a Canadian corporation. Enhance provides cost-effective and
environmentally friendly turnkey pouch technology solutions for pumpable food
and liquid packaging, primarily for the retail market.
1
Enhance directly owns all of the outstanding capital stock of EPT
Newco, an Ohio corporation. It is not anticipated that, prior to the
consummation of the Merger (as defined below), EPT Newco will have any
significant assets or liabilities or will engage in any activities other than
those incident to the Merger.
Information concerning the directors and executive officers of
DuPont, DuPont Canada, Enhance and EPT Newco is contained in Schedule A attached
hereto.
During the last five years, none of the DuPont Companies, nor, to
the best knowledge of the DuPont Companies, any director or executive officer of
the DuPont Companies has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding has been or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of the Merger Agreement (as defined below),
the total amount of funds required by Enhance or EPT Newco to purchase all of
the Common Stock of Liqui-Box and to pay all related fees and expenses is
expected to be approximately $333 million. Enhance and EPT Newco intend to
obtain all such funds directly or indirectly from DuPont Canada, which in turn
would obtain such funds from DuPont Canada's working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
Enhance, EPT Newco and Liqui-Box entered into an Agreement and Plan
of Merger, dated as of March 25, 2002 (the "Merger Agreement"), providing for,
among other things, the merger of EPT Newco with and into Liqui-Box (the
"Merger").
Simultaneously with the execution and delivery of the Merger
Agreement, Enhance and EPT Newco entered into a Shareholders Agreement, dated as
of March 25, 2002 (the "Shareholders Agreement"), with certain shareholders of
Liqui-Box (the "Major Shareholders") who, as of March 25, 2002, owned 1,015,278
shares of Liqui-Box Common Stock and options exercisable for an additional
470,286 shares of Liqui-Box Common Stock. Under the Shareholders Agreement, the
Major Shareholders have agreed, subject to the terms thereof, to grant Enhance
or EPT Newco an irrevocable option to purchase all of their shares of Liqui-Box
Common Stock (including shares issuable upon exercise of options held by the
Major Shareholders) pursuant to the terms and conditions described in the
Shareholders Agreement (the "Option"), and to vote their shares in favor of the
Merger described in the Merger Agreement. If the Option were exercised and
Enhance or EPT Newco were to acquire these shares, such shares would represent
approximately 32.0% of the issued and outstanding shares of Liqui-Box Common
Stock as of March 25, 2002 (including the 470,286 shares issuable upon exercise
of options).
MERGER AGREEMENT
Under the terms of the Merger Agreement, at the effective time of
the Merger, EPT Newco will be merged with and into Liqui-Box, which will be the
surviving corporation in the Merger and will become a wholly-owned subsidiary of
Enhance. Also at the effective time and as a result of the
2
Merger, (i) each outstanding common share of Liqui-Box (except shares owned
directly or indirectly by Enhance or EPT Newco or any of their respective
subsidiaries or parent entities and shares held by dissenting Liqui-Box
shareholders) will be converted into and represent the right to receive US
$67.00 per share (subject to adjustment as provided in Section 5.3 of the Merger
Agreement); (ii) all common shares of Liqui-Box will no longer be outstanding
and will be cancelled and retired; and (iii) each common share of EPT Newco will
be converted into and represent the right to receive one common share, without
par value, of Liqui-Box as the surviving corporation in the Merger.
Consummation of the Merger is subject to various conditions,
including, among others, (i) adoption of the Merger Agreement and approval of
the Merger by the shareholders of Liqui-Box; (ii) compliance with regulatory
requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), and the rules promulgated thereunder; (iii) no more
than 10% of the outstanding Liqui-Box common shares being held by shareholders
who object to the Merger and comply with all the provisions of Ohio law
concerning the rights of dissenting shareholders; and (iv) no court or
Governmental Entity (as defined in the Merger Agreement) having enacted, issued,
enforced or entered any Order (as defined in the Merger Agreement) that is in
effect and restrains, enjoins or otherwise prohibits consummation of the Merger,
or having instituted any proceeding seeking any such Order.
The Merger Agreement may be terminated (i) by mutual written consent
of the parties, either before or after approval by Liqui-Box shareholders; or
(ii) by action of Enhance or the board of directors of Liqui-Box if (a) the
Merger has not been consummated by August 30, 2002, whether such date is before
or after the date Liqui-Box shareholders adopt the Merger Agreement and approve
the Merger, provided that such consummation date may be extended to September
30, 2002 or the 30th day following the date that Liqui-Box and/or Enhance is
deemed to be in substantial compliance with a request for additional information
received from certain regulatory authorities, whichever occurs first, (b) the
Liqui-Box shareholders meeting to adopt the Merger Agreement and approve the
Merger has been convened, held or completed and such approval has not been
obtained at such meeting or any adjournment or postponement of such meeting, or
(c) any Order permanently restraining, enjoining or otherwise prohibiting the
Merger shall have become final and non-appealable, whether before or after
adoption of the Merger Agreement and approval of the Merger by Liqui-Box
shareholders, except that the right to terminate the Merger Agreement under this
provision is not available to any party that has breached its covenant to use
commercially reasonable efforts to prevent such Order from being issued and to
cause such Order to be vacated, withdrawn or lifted as specified in Section 7.4
of the Merger Agreement.
The Merger Agreement may be terminated by Liqui-Box and the Merger
may be abandoned at any time prior to the effective time of the Merger by action
of the board of directors of Liqui-Box if (i) Liqui-Box's board of directors
authorizes Liqui-Box, subject to the terms of the Merger Agreement, to enter
into a binding written agreement concerning a Superior Proposal (as defined in
the Merger Agreement) and Liqui-Box notifies Enhance that it intends to enter
into such an agreement, provided that Liqui-Box may not enter into a binding
agreement with respect to a Superior Proposal until at least the first calendar
day following the fifth business day (as defined in Rule 14d-1(g)(3) under the
Securities Exchange Act of 1934, as amended) after such written notice has been
provided to Enhance and Liqui-Box may not terminate the Merger Agreement or
enter into a binding agreement with respect to a Superior Proposal if, within
the period previously specified, Enhance has made a written offer that is deemed
by a special committee of the Liqui-Box board of directors comprised entirely of
non-management, independent directors to be at least as favorable to Liqui-Box
shareholders as the Superior Proposal.
Also, the Merger Agreement may be terminated and the Merger may be
abandoned at any time prior to the effective time of the Merger by Enhance if
Liqui-Box's board of directors shall have failed to recommend, or shall have
withdrawn or adversely modified its approval or recommendation of
3
the Merger or failed to reconfirm its recommendation of the Merger within two
business days after a written request from Enhance to do so, or shall have
resolved to do any of the foregoing.
Unless otherwise agreed to in writing by Liqui-Box and Enhance, the
closing of the Merger must occur on the second business day following the
satisfaction or waiver of all conditions to the obligations of the parties to
consummate the transactions contemplated by the Merger Agreement.
SHAREHOLDERS AGREEMENT
OPTION. Under the terms of the Shareholders Agreement, the Major
Shareholders have granted to Enhance or EPT Newco an irrevocable option (the
"Option") to purchase, subject to certain adjustments as specified in the
Shareholders Agreement, (i) all of the shares of Liqui-Box Common Stock held by
the reporting person at a price of US $67.00 per share and (ii) all of the
options to purchase shares of Liqui-Box Common Stock held by the reporting
person at a price equal to the excess of US $67.00 per share over the applicable
exercise price per share applicable to the options, payable in cash without
interest. Subject to the terms of the Shareholders Agreement, the Option is
exercisable at any time after the date on which all waiting periods under the
HSR Act and the antitrust, competition, foreign investment or similar laws of
any foreign countries or supranational commissions or boards that require
pre-merger notification or filings with respect and applicable to the Merger
have expired or been terminated.
The Option expires on the earliest of (i) the effective time of the
Merger as specified in the Merger Agreement, (ii) August 30, 2002 and (iii) the
date that Enhance notifies the Major Shareholders that Enhance no longer intends
to acquire control of Liqui-Box. If the Option cannot be exercised or the
securities covered by the Option cannot be delivered to EPT Newco upon exercise
of the Option because of a preliminary or permanent injunction or other order
issued by a federal or state court or because any required waiting period under
the HSR Act or any Foreign Merger Laws (as defined in the Shareholders
Agreement) has not expired or been terminated, then the expiration date of the
Option will be extended until 30 days after such impediment to exercise or
delivery has been removed.
VOTING OF SHARES. Under the Shareholders Agreement, the Major
Shareholders have agreed that, during the term of the Shareholders Agreement, at
any meeting of Liqui-Box shareholders and in any action by written consent of
Liqui-Box shareholders, each of them will:
(a) vote all shares of Liqui-Box Common Stock and any other
securities of Liqui-Box which he then has the right to vote (collectively, the
"Voting Securities") in favor of the Merger;
(b) not vote any Voting Securities with respect to which he then has
the right to vote in favor of any action or agreement which would result in a
breach in any material respect of any covenant, representation or warranty or
any other obligation of Liqui-Box under the Merger Agreement; and
(c) vote all Voting Securities which he then has the right to vote
against any action or agreement which would impede, interfere with or attempt to
discourage the Merger, including, but not limited to (i) any proposal opposed by
Enhance or EPT Newco; (ii) any Acquisition Proposal (as defined in the Merger
Agreement), other than the Merger, involving Liqui-Box or any of its
subsidiaries; (iii) any change in the management or board of directors of
Liqui-Box; (iv) any material change in the present capitalization or dividend
policy of Liqui-Box; or (v) any other material change in Liqui-Box's corporate
structure or business.
In the event that either of the Major Shareholders does not comply
with the foregoing voting provisions, he shall be deemed to have irrevocably
appointed designees of Enhance or EPT Newco as his attorneys, agents and proxies
for purposes of voting the Voting Securities which he then is or may
4
be entitled to vote at any meeting of Liqui-Box shareholders, or with respect to
which he is or may be entitled to act by written consent.
COVENANTS. Under the terms of the Shareholders Agreement, the Major
Shareholders also have agreed that each of them will not:
(a) sell, sell short, transfer, pledge, hypothecate, assign or
otherwise dispose of, or enter into any contract, option, hedging arrangement or
other arrangement or understanding with respect to the sale, transfer, pledge,
hypothecation, assignment or other disposition of, any of the shares of
Liqui-Box Common Stock or options to purchase shares of Liqui-Box.
Common Stock held by him, or any Voting Securities over which he has
dispositive power;
(b) deposit any of the shares of Liqui-Box Common Stock or options
to purchase shares of Liqui-Box Common Stock held by him, or any Voting
Securities over which he has dispositive power, into a voting trust, or grant
any proxies or enter into a voting agreement with respect to any of such shares,
options or Voting Securities;
(c) initiate, solicit or encourage, directly or indirectly, any
inquiries or the making or implementation of any proposal that constitutes, or
may reasonably be expected to lead to, any Acquisition Proposal or enter into
discussions or negotiate with any person or entity in furtherance of such
inquiries or to obtain an Acquisition Proposal; except that, as a member of
Liqui-Box's board of directors, the reporting person may conduct himself in the
manner expressly permitted under Section 7.2 of the Merger Agreement.
Pursuant to the Shareholders Agreement, the reporting person also
has agreed not to engage in any action or omit to take any action which would
have the effect of preventing or disabling him from delivering his shares of
Liqui-Box Common Stock and options to purchase shares of Liqui-Box Common Stock
to Enhance or EPT Newco or otherwise performing his duties under the
Shareholders Agreement. To the extent that any options to purchase shares of
Liqui-Box Common Stock held by the reporting person may not be assigned by him
to Enhance or EPT Newco without exercising, exchanging or converting such
options for or into shares of Liqui-Box Common Stock, the reporting person has
agreed to so exercise, exchange or convert such options upon exercise of the
Option. Further, any additional shares of Liqui-Box Common Stock, or options,
warrants or other securities or rights exercisable for, exchangeable for or
convertible into shares of Liqui-Box Common Stock acquired by the reporting
person, or with respect to which the reporting person obtains voting power, will
become subject to the Shareholders Agreement and will be considered Optioned
Securities (as defined in the Shareholders Agreement) or Voting Securities, as
the case may be.
The foregoing descriptions are qualified in their entirety by
reference to the texts of the Merger Agreement and the Shareholders Agreement,
copies of which are filed as exhibits to this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF LIQUI-BOX.
(a) As a result of entering into the Shareholders Agreement, the
DuPont Companies may be deemed to own beneficially 2,026,965 shares of Liqui-Box
Common Stock or 43.7% of the outstanding shares of Liqui-Box Common Stock.
5
(b) As a result of entering into the Shareholders Agreement, the
DuPont Companies may be deemed to possess sole power to vote, or direct the vote
of, 1,556,679 shares of Liqui-Box Common Stock.
(c) Except as set forth herein, none of the DuPont Companies, or any
executive officer or director of any of the DuPont Companies (who are listed on
Schedule A attached hereto), beneficially owns any shares of Liqui-Box Common
Stock and none of the DuPont Companies, or any executive officer or director of
any of the DuPont Companies, has engaged in any transaction in any such shares
during the sixty day period immediately preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF LIQUI-BOX.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents were previously filed as exhibits to the
Schedule 13D filed on April 4, 2002 and are incorporated by reference:
Exhibit A - Joint Filing Agreement, dated April 4, 2002, between
E.I. du Pont de Nemours and Company, DuPont Canada Inc., Enhance Packaging
Technologies Inc. and EPT Newco, Inc., pursuant to which they agree that
this Schedule 13D is filed on behalf of all of them.
Exhibit B - Agreement and Plan of Merger, dated as of March 25,
2002, among Enhance Packaging Technologies Inc., EPT Newco, Inc. and
Liqui-Box Corporation.
Exhibit C - Shareholders Agreement, dated as of March 25, 2002,
among the persons listed on Schedule 1 thereto, Enhance Packaging
Technologies Inc. and EPT Newco, Inc.
The following document is filed as an exhibit to this Amendment No.
1 to Schedule 13D:
Exhibit D - Power of Attorney, dated April 9, 2002.
6
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: April 9, 2002
E.I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Susan Stalnecker
--------------------
Susan M. Stalnecker
Vice President and Treasurer
DUPONT CANADA INC.
By: /s/ Dave W. Colcleugh
---------------------
Dave W. Colcleugh
Chairman, President and Chief
Executive Officer
ENHANCE PACKAGING TECHNOLOGIES INC.
By: /s/ Ash Sahi
------------
Ash Sahi
President and Chief Executive
Officer
EPT NEWCO, INC.
By: /s/ Ash Sahi
------------
Ash Sahi
President and Chief Executive
Officer
7
SCHEDULE A
1. Set forth below are the name and present principal occupation or
employment with E.I. du Pont de Nemours and Company of each director and
executive officer. The address of each of the persons listed is c/o E.I. du Pont
de Nemours and Company at 1007 Market Street, Wilmington, Delaware 19898. With
the exception of Messrs. Belda, Lindahl and Naitoh, who are citizens of Brazil,
Sweden and Japan, respectively, each person listed below is a citizen of the
United States of America.
DIRECTORS:
NAME POSITION
Alain J. P. Belda Chairman and Chief Executive Officer,
Alcoa Inc.
Richard H. Brown Chairman of the Board and Chief Executive Officer, EDS
Curtis J. Crawford Chairman, ON Semiconductor Company
Louisa C. Duemling Director
Edward B. du Pont Director
Charles O. Holliday, Jr. Chairman and Chief Executive Officer
Deborah C. Hopkins Senior Advisor, Marakon Associates
Louis D. Juliber Chief Operating Officer,
Colgate-Palmolive Company
Goran Lindahl Chairman, Alliance for Global Sustainability, and
Chairman, World Childhood Foundation (U.S.)
Masahisa Naitoh Executive Vice President,
ITOCHU Corporation
William K. Reilly President and Chief Executive Officer,
Aqua International Partners, L.P.
H. Rodney Sharp, III Director
Charles M. Vest President,
Massachusetts Institute of Technology
EXECUTIVE OFFICERS:
NAME POSITION
C. O. Holliday, Jr. Chairman and Chief Executive Officer
R. R. Goodmanson Executive Vice President and Chief Operating Officer
J. C. Hodgson Executive Vice President
T. M. Connelly Senior Vice President
S. J. Mobley Senior Vice President
G. M. Pfeiffer Senior Vice President
D. Zeleny Senior Vice President
2. Set forth below are the name and present principal occupation or
employment with Dupont Canada Inc. of each director and executive officer. The
address of each of the persons listed is c/o DuPont Canada Inc., 7070
Mississauga Road, Mississauga, Ontario L5N 5M8. With the exception of Messrs.
Fyrwald, Jessup, McLoughlin and Matthews, who are citizens of the United States,
and Mr. Janson, who is a citizen of the United States and Canada, each person
listed below is a citizen of Canada.
DIRECTORS:
NAME POSITION
David W. Colcleugh Chairman, President and Chief Executive Officer
Wendy K. Dobson Director and Professor, Institute for International
Business, Joseph L. Rotman School of Management,
University of Toronto
L. Yves Fortier Chairman and Senior Partner, Ogilvy Renault
J. Erik Fyrwald Vice President/General Manager - Nutrition and Health,
E.I. du Pont de Nemours and Company
Peter S. Janson Chairman and Chief Executive Officer,
Amec Inc.
John P. Jessup Vice President - Finance and Controller,
E.I. du Pont de Nemours and Company
Keith R. McLoughlin Vice President/General Manager - Nonwovens,
E.I. du Pont de Nemours and Company
Gordon F. Osbaldeston Professor Emeritus, Ivey School of Business,
University of Western Toronto
Hartley T. Richardson President and Chief Executive Officer,
James Richardson & Sons, Limited
OFFICERS:
NAME POSITION
Jim R. Barton Chief Operating Officer
David W. Colcleugh Chairman, President and Chief Executive Officer
David K. Findlay Vice President
Arthur B. Heeney Vice President - Human Resources
William F. Matthews Vice President and Chief Financial Officer
Michael J. Oxley Treasurer and Director - Finance
OFFICERS:
NAME POSITION
Ash Sahi Vice President, DuPont Canada Inc., and
President, Enhance Packaging Technologies Inc.
Seymour B. Trachimovsky General Counsel and Corporate Secretary
Ronald A. Zelonka Vice President Technology and Innovation
3. Set forth below are the name and present principal occupation or
employment with Enhance Packaging Technologies Inc. of each director and
executive officer. The address of each of the persons listed is c/o DuPont
Canada Inc., 7070 Mississauga Road, Mississauga, Ontario L5N 5M8. Each person
listed below is a citizen of Canada.
DIRECTORS:
NAME POSITION
Dave Colcleugh Chairman, President and Chief Executive Officer,
DuPont Canada Inc.
Ash Sahi President, Enhance Packaging Technologies Inc., and
Vice President, DuPont Canada Inc.
OFFICERS:
NAME POSITION
Ash Sahi President, Enhance Packaging Technologies Inc., and
Vice President, DuPont Canada Inc.
John Foster Vice President
Doug Brown Chief Financial Officer
4. Set forth below are the name and present principal occupation or
employment with EPT Newco, Inc. of each director and executive officer. The
address of each of the persons listed is c/o DuPont Canada Inc., 7070
Mississauga Road, Mississauga, Ontario L5N 5M8. Each person listed below is a
citizen of Canada.
DIRECTORS:
NAME POSITION
Dave Colcleugh Chairman, President and Chief Executive Officer,
DuPont Canada Inc.
Ash Sahi President, Enhance Packaging Technologies Inc., and
Vice President, DuPont Canada Inc.
OFFICERS:
NAME POSITION
Ash Sahi President and Chief Executive Officer
Doug Brown Vice President and Chief Financial Officer
Dave Finley Vice President of Manufacturing
Mike Oxley Treasurer
Seymour Trachimovsky Secretary
EXHIBIT D
POWER OF ATTORNEY
I hereby constitute Donald P. McAviney my true and lawful attorney with
full power to sign for me and in my name in the capacity indicated below the
Schedule 13D filed herewith and any and all amendments to such Schedule 13D and
generally to do all things in my name and on my behalf in my capacity as an
officer to enable E.I. du Pont de Nemours and Company to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming my
signature as it may be signed by my said attorney to said Schedule 13D and any
and all amendments thereto.
Date: April 9, 2002
/s/ Susan Stalnecker
--------------------
Susan Stalnecker
Vice President and Treasurer