SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to ___________
Commission file number 33-35817
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Liqui-Box Corporation
Employees' Profit Sharing and Salary Deferral Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Liqui-Box Corporation
6950 Worthington-Galena Road
P.O. Box 494
Worthington, Ohio 43085
Exhibit Index on Page 14.
Page 1 of 15 Pages.
REQUIRED INFORMATION
The following financial statements and schedules for the Liqui-Box
Corporation Employees' Profit Sharing and Salary Deferral Plan are being filed
herewith:
Description Page No.
Index to Financial Statements Page 4.
Audited Financial Statements:
Report of Independent Auditors Page 5.
Statement of Net Assets Available for Page 6.
Benefits at December 31, 1994 and December 31,
1993
Statement of Changes in Net Assets Available Pages 7.
for Benefits for the Years Ended and 8.
December 31, 1994 and December 31, 1993
Notes to Financial Statements -- December 31, 1994 Pages 9
and 1993 through 11.
Schedules:
Schedule of Assets Held for Investment Purposes as Page 12.
of December 31, 1994
Schedule of Reportable Transactions for the Year Page 13.
Ended December 31, 1994
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
1 Consent of Independent Auditors Page 15.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
LIQUI-BOX CORPORATION EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN
Date: October 16, 1995 By: /s/ C. William McBee
C. William McBee, Co-Trustee
LIQUI-BOX CORPORATION
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN
Financial Statements for the Years Ended December 31, 1994 and 1993 and
Supplemental Schedules as of December 31, 1994 and for the Year Then Ended and
Report of Independent Auditors
LIQUI-BOX CORPORATION
EMPLOYEES' PROFIT SHARING AND
SALARY DEFERRAL PLAN
INDEX TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
Page
REPORT OF INDEPENDENT AUDITORS 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31,
1994 and 1993 2
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1994 3-4
Notes to Financial Statements 5-7
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1994 AND FOR THE
YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investments Purposes 8
Item 27d - Schedule of Reportable Transactions 9
EXHIBITS:
Exhibit 23 - Consent of Independent Auditors 10
REPORT OF INDEPENDENT AUDITORS
To the Trustees of
Liqui-Box Corporation Employees'
Profit Sharing and Salary Deferral Plan:
We have audited the accompanying statement of net assets available for
Benefits of Liqui-Box Corporation Employees' Profit Sharing and Salary
Deferral Plan as of December 31, 1994, and the related statement of changes in
net assets available for benefits for the year ended December 31, 1994. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The statement of net assets available for benefits of Liqui-Box
Corporation Employees' Profit Sharing and Salary Deferral Plan as of December
31, 1993 and the related statement of changes in net assets available for Plan
benefits for the year ended December 31, 1993 were audited by other auditors
whose report dated September 29, 1994 on those financial statements expressed
an unqualified opinion.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, such 1994 financial statements present fairly, in all material
respects, the net assets available for benefits of the Liqui-Box Corporation
Employees' Profit Sharing and Salary Deferral Plan as of December 31, 1994,
and the changes in net assets available for benefits for the year ended
December 31, 1994 in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The 1994 supplemental information by
fund is presented for the purpose of additional analysis of the basic
financial statements rather than to present information regarding the net
assets available for benefits and changes in net assets available for benefits
of the individual funds, and is not a required part of the basic financial
statements. The supplemental schedules listed in the Table of Contents are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements, but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental information and the supplemental schedules are the responsibility
of the Plan's management. Such supplemental information by fund and schedules
have been subjected to the auditing procedures applied in our audit of the
basic financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial
statements taken as a whole.
October 10, 1995
LIQUI-BOX
CORPORATION
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------
1994 1993
ASSETS:
Investments:
Common stocks:
Liqui-Box Corporation ...................... $1,104,146 $1,157,518
Other 2,098,762
Common trust funds 4,698,797 867,623
Bonds 13,198 334,253
United States Government securities 944,314
Real estate 48,965
_________ __________
Total investments 5,816,141 5,451,435
Receivables:
Company contributions 540,000
Participant contributions 61,835 56,770
Accrued income 31,389 58,678
_________ __________
Total receivables 93,224 655,448
Cash and cash equivalents 266,210 202,119
_________ __________
Total assets 6,175,575 6,309,002
LIABILITIES:
Contributions to be refunded 9,829 31,667
Benefits payable to participants 52,243
_________ __________
Total liabilities 9,829 83,910
_________ __________
NET ASSETS AVAILABLE FOR PLAN BENEFITS .......... $6,165,746 $6,225,092
========== ==========
See notes to financial statements.
LIQUI-BOX CORPORATION
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31,
1994
Supplemental Information by Fund
------------------------------------------------------------------------------------
Total Cardinal Cardinal
Participant Government Government Daily
Directed & Securities Cardinal Guarantee Income Roulsten Roulsten
Non-Directed Money Fund, Inc. Tax Exempt Trust Government Growth
Funds Market Equity Bonds Fund Securities Income
INCREASES IN NET ASSETS:
Contributions from Plan participants $ 416,598 $ 11,454 $ 35,711 $ 24,120 $ 40,578 $ 17,897 $ 54,005
Interest income 253,486 1,945 15,694 21,053 3,302 17,005 7,214
Net appreciation (depreciation) in
fair value of investments (502,415) (791) (18,252) (3,713) (9,960)
___________ __________ __________ __________ _________ __________ __________
Total increase (decrease) 167,669 13,399 50,614 26,921 43,880 31,189 51,259
PARTICIPANT BENEFITS 227,015 24,891 18,291 37,462 16,753 1,341 3,046
___________ __________ __________ __________ _________ __________ __________
NET (DECREASE) INCREASE (59,346) (11,492) 32,323 (10,541) 27,127 29,848 48,213
INTERFUND TRANSFERS (164,803) (467,561) (291,440) 229,952 86,551 270,101
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 6,225,092 176,295 435,238 301,981
___________ __________ __________ __________ _________ __________ __________
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $6,165,746 $ 0 $ 0 $ 0 $ 257,079 $ 116,399 $ 318,314
[ABOVE CHART IS SPLIT AT THE RIGHT MARGIN, AND CONTINUED BELOW.]
Supplemental Information by Fund
Non-
Roulsten Participant
Midwest Liqui-Box Directed
Growth Stock Funds
INCREASES IN NET ASSETS:
Contributions from Plan participants $ 67,513 $ 165,320
Interest income 1,555 24,484 $ 161,234
Net appreciation (depreciation) in
fair value of investments 1,091 (138,193) (332,597)
________ __________ __________
Total increase (decrease) 70,159 51,611 (171,363)
PARTICIPANT BENEFITS 1,898 43,744 79,589
________ __________ __________
NET (DECREASE) INCREASE 68,261 7,867 (250,952)
INTERFUND TRANSFERS 366,451 (29,251)
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 811,088 4,500,490
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 434,712 $ 789,704 $4,249,538
========= ========== ==========
See notes to financial statements.
LIQUI-BOX CORPORATION
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993
Supplemental Information by Fund
_____________________________________________________________
Total Cardinal Cardinal
Participant Government Government Non-
Directed & Securities Cardinal Guarantee Participant
Non-Directed Money Fund, Inc. Tax Exempt Liqui-Box Directed
Funds Market Equity Bonds Stock Funds
INCREASES IN NET ASSETS:
Contributions from Plan sponsor ....... $ 540,000 $ 540,000
Contributions from Plan participants .. 378,678 $ 34,960 $ 100,821 $ 75,419 $167,478
Interest income ....................... 248,166 30,505 9,308 24,054 6,457 177,842
Net appreciation (depreciation) in fair
value of investments ................ 306,647 17,460 15,834 (12,218) 147,388 138,183
___________ _________ _________ _________ ________ _________
Total increase ............... 1,473,491 82,925 125,963 87,255 321,323 856,025
PARTICIPANT BENEFITS .................... 329,792 38,283 44,550 32,561 73,215 141,183
___________ _________ _________ _________ ________ _________
NET INCREASE (DECREASE) ................. 1,143,699 44,642 81,413 54,694 248,108 714,842
INTERFUND TRANSFERS ..................... (35,575) (27,790) (40,370) 103,735
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR ........... 5,081,393 167,228 381,615 287,657 459,245 3,785,648
___________ _________ _________ _________ ________ _________
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR ................. $ 6,225,092 $ 176,295 $ 435,238 $ 301,981 $811,088 $4,500,490
=========== ========= ========= ========= ======== =========
See notes to financial statements.
LIQUI-BOX CORPORATION
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
1. ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the accrual
basis. Purchases and sales of securities are recorded on the trade date.
Interest income is recorded as earned and dividend income is recorded on
the ex-dividend date.
The statements of net assets available for benefits include investments
valued as follows: cash equivalents - at market value; and mutual funds,
bonds, U.S. government securities and equity securities- at quoted market
prices on the last business day of the plan year. Investments in common
trust funds represent units of participation, the unit price of which is
based on quoted redemption values on the last business day of the plan
year.
Administrative expenses of the Plan are borne by the Liqui-Box Corporation
(the Company). The Company also provides other accounting and administrative
services to the Plan.
Cash equivalents are highly liquid assets that are temporarily held
awaiting reinvestment.
2. DESCRIPTION OF PLAN
The following description of the Liqui-Box Corporation Employees' Profit
Sharing and Salary Deferral Plan (the Plan) provides only summary
information. Participant's should refer to the Plan Agreement for more
complete information.
General - The Plan is a defined contribution plan which provides
retirement, death and disability benefits for all participants who have
completed one year of employment with the Company, have attained age 21
and are not covered by a collective bargaining agreement. It is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA) and the Retirement Equity Act of 1984 and has been determined to
qualify for tax exempt status by the Internal Revenue Service (IRS).
Contributions - Each year the Company's Board of Directors determines the
amount, if any, the Company will contribute to the Plan as a
profit-sharing contributions. Company contributions are allocated among
participants on the basis of and in proportion to their respective
compensation.
Participant Accounts - The Plan permits participants to make an annual
contribution to the Plan that cannot exceed 15% of eligible compensation.
At the end of each plan year, the Company may contribute a matching amount
based on the participants unwithdrawn 401(k) contributions for the year.
The maximum Company matching contribution in any plan year will be 50% of
each participant's unwithdrawn contribution. Forfeitures of terminated
participant's nonvested accounts are divided among the accounts of the
remaining participants.
Vesting - For Company contributions, participants become 20% vested after
3 years of service and vest an additional 20% for each year of service
thereafter. For voluntary participant contributions, participants are
immediately vested.
Distributions - On retirement, disability or other termination of service,
a participant receives a distribution in the amount of the participant's
vested portion of the salary deferral account. As designed by the Plan,
participants are not subject to federal income tax on basic contributions,
investment income and gain (loss) on investments credited to the
participants' accounts until such accounts are withdrawn pursuant to
section 401(k) of the Internal Revenue Code. Withdrawals by participants
are subject to federal income tax on the excess of the fair market value
of the withdrawals over the Company's contributions previously included in
taxable income.
Plan Termination -While the Company has not expressed any intent to do so,
they have the right under the Plan to discontinue contributions at any
time and terminate the Plan. In the event of termination, participants
shall acquire nonforfeitable interests in the amounts then credited to
their accounts.
In December 1994, the Plan was amended and restated. The restated Plan was
approved as a qualified defined contribution Plan by the Internal Revenue
Service. Except as otherwise stated, the restatement was retroactively
effective to January 1, 1989.
3. INVESTMENTS
The fair value of individual investments that represent 5% or more of the
Plan's net assets is as follows:
Year Ended December 31
___________________________
1994 1993
Roulsten Midwest Growth Fund, 155,810 shares $1,807,398
Roulsten Growth Income Fund, 157,549 shares 1,638,509
Roulsten Government Fund, 140,774 shares 1,252,889
Liqui-Box common stock, 33,200 shares 1,104,146 $1,157,518
Cardinal Fund, 35,436 shares 455,353
United States Treasury Note, $350,000 principal
amount, 8.75%, due 10/15/97 395,938
Cardinal Government Obligations Fund, 34,866 shares 297,758
The Plan's investments (including investments purchased, sold, as well as
held during the year) appreciated (depreciated) in fair value as follows:
Year Ended December 31
__________________________
1994 1993
Common stock - Liqui-Box Corporation ............. (148,996) 257,502
Common stocks - other (116,389) 3,528
Bonds (14,521) 2,540
Real estate (48,161)
Common trust funds (129,875) 21,076
United States Government securities (44,473) 22,001
_________ ________
Total ............................................ $(502,415) $306,647
========= ========
4. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under
Section 401(a) of the Internal Revenue Code and is, therefore, not subject
to tax under present income tax laws.
5. CONTRIBUTIONS TO BE REFUNDED
The Plan Administrator has performed its evaluation of the Plan for
compliance with Sections 401(m) and 415 of the Internal Revenue Code.
Accordingly, the Plan Administrator has calculated an amount to be
refunded to the respective participants based on its experience and
included the resulting accrual in contributions to be refunded.
* * * * * *
LIQUI-BOX CORPORATION
EMPLOYEE PROFIT SHARING AND SALARY DEFERRAL PLAN
SUPPLEMENTAL SCHEDULE - ITEM 27a - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1994
Units/ Market
Description Shares Cost Value
Common Trust Funds:
Roulston Midwest Growth, Mutual
Fund - Equity 155,810 1,879,967 1,807,398
Roulston Growth & Income, Mutual
Fund - Equity 157,549 1,709,335 1,638,509
Roulston Government Fund, Mutual
Fund - Fixed Income 140,774 1,305,737 1,252,890
--------- ---------
Total 4,895,039 4,698,797
Common Stocks:
Liqui-Box Common Stock
33,200 902,414 1,104,146
Bonds:
State of Israel Bonds, $15,000 face value,
5.5%, due March 1, 1998 15,000 13,198
--------- ---------
Total investments 5,812,453 5,816,141
CASH AND CASH EQUIVALENTS - Money Market Fund 266,210 266,210
--------- ---------
TOTAL ASSETS HELD FOR INVESTMENTS .................. 6,078,663 6,082,351
========= =========
LIQUI-BOX CORPORATION
EMPLOYEE PROFIT SHARING AND SALARY DEFERRAL PLAN
SUPPLEMENTAL SCHEDULE - ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
Net
Cost Gain
Purchases* Sales* of Asset (Loss)
SERIES OF REPORTABLE TRANSACTIONS
(Including single transactions):
Roulston Midwest Growth Fund .. $1,888,667 $ 8,406 $ 8,700 $ (294)
Roulston Growth Income Fund ... 1,714,474 9,794 10,139 (345)
Roulston Government Fund ...... 1,316,893 10,671 11,156 (485)
Daily Income Trust Fund ....... 6,205,038 5,947,959 5,947,959
U.S. Treasury Securities ...... 899,842 884,196 15,646
Cardinal Fund ................. 70,673 525,032 505,439 19,593
Cardinal Government Obligations 54,841 334,471 366,068 (31,597)
Schwab Money Market Fund ...... 191,555 191,603 191,603
SINGLE REPORTABLE TRANSACTIONS:
Daily Income Trust Fund ....... 849,650
Daily Income Trust Fund ....... 849,650 849,650
Daily Income Trust Fund ....... 917,064
Roulston Midwest Growth Fund .. 365,503
Daily Income Trust Fund ....... 722,102 722,102
Daily Income Trust Fund ....... 540,000
Daily Income Trust Fund ....... 540,000 540,000
Daily Income Trust Fund ....... 3,477,338
Roulston Growth & Income ...... 1,203,781
Roulston Government Fund ...... 1,031,812
Roulston Midwest Growth Fund .. 1,203,781
Daily Income Trust Fund ....... 349,374 3,439,374
U.S. Treasury Notes ........... 383,563 362,625 20,938
* Purchase/sale price at the date of each of the above transactions was at
fair value.
Page 14 of 15 Pages.
LIQUI-BOX CORPORATION
EMPLOYEES' PROFIT SHARING AND
SALARY DEFERRAL PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1994
INDEX TO EXHIBITS
Exhibit No. Description Page No.
23 Consent of Independent Auditors Page 15.