SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
GREIF BROS. CORPORATION
(Exact name of registrant as specified in its charter)
State of Delaware 31-4388903
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
621 Pennsylvania Avenue, Delaware, OH 43015
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock
(Title of class)
Class B Common Stock
(Title of class)
Item 1. Description of Registrant's Securities to be Registered
The securities to be registered are the Class A Common Stock and
Class B Common Stock of Greif Bros. Corporation (the Company).
The Class A Common Stock has been registered pursuant to Section
12(b) of the Securities Exchange Act of 1934. The stock is currently
being traded on the Chicago Stock Exchange and the Company is required
to file reports pursuant to Section 13 or 15 (d) of the Act.
As of October 31, 1995, there are 32,000,000 Class A shares
authorized and 21,140,960 shares issued. Included in the shares issued
are 10,267,788 shares in treasury and 10,873,172 shares outstanding.
There is currently no active market for the Class B Common Stock.
As of October 31, 1995, there are 17,280,000 Class B shares
authorized and issued. Included in these shares are 4,078,207 shares in
treasury and 13,201,793 shares outstanding.
Class A Common Stock is entitled to cumulative dividends of 1 cent
a share per year after which Class B Common Stock is entitled to non-
cumulative dividends up to 1/2 cent a share per year. Further
distribution in any year must be made in proportion of 1 cent a share
for Class A Common Stock to 1-1/2 cents a share for Class B Common
Stock. The Class A Common Stock shall have no voting power nor shall it
be entitled to notice of meetings of the stockholders, all rights to
vote and all voting power being vested exclusively in the Class B Common
Stock unless four quarterly cumulative dividends upon the Class A Common
Stock are in default. There is no cumulative voting.
In the event of any liquidation, dissolution or winding up of the
Company, whether voluntarily or involuntarily, the Class A Common Stock
shall be entitled, out of the assets of the Company, to be paid
cumulative dividends accrued thereon and 15-5/8 cents a share before any
distribution or payment shall be made to the Class B Common Stock.
After such payment in full to the Class A Common Stock, as aforesaid,
the Class B Common Stock shall be entitled to be paid the sum of 15-5/8
cents a share. After such payment to the Class A Common Stock and Class
B Common Stock, as aforesaid, any remaining assets to be distributed
shall be distributed to the Class A Common Stock and Class B Common
Stock, share and share alike.
Item 2. Exhibits
I. The securities are to be registered pursuant to Section 12(g) of
the Act. On February 27, 1995, an amendment to the Certificate of
Incorporation was adopted by the shareholders of the Company. This
amendment sets forth the rights of the holders of each class of
securities and is reproduced as follows:
RESOLUTION
Resolved, that it is deemed advisable in the judgment of the Board of
Directors of Greif Bros. Corporation, to amend the Certificate of Incorporation
for the purpose of dividing the Common Stock of the Corporation of both classes
in the ratio of two to one without otherwise affecting the rights of any
Class A or Class B shareholder, and for that purpose it is necessary to
increase the authorized capital stock of both classes and to amend the
Fourth Article of the Certificate of Incorporation to read as follows:
Fourth: The total number of authorized shares of the capital stock of
this Corporation is forty-nine million, two hundred eighty thousand
(49,280,000), divided into two classes namely: Class A Common Stock and
Class B Common Stock, all of which shall be without nominal or par value.
The total number of shares of such Class A Common Stock authorized is
thirty-two million (32,000,000) shares, without nominal or par value. The
total number of shares of such Class B Common Stock authorized is seventeen
million, two hundred eighty thousand (17,280,000) shares, without nominal or
par value. The description of said classes of stock and the designations
preferences and restrictions, if any, and the voting powers or restrictions or
qualifications thereof, of such Class A Common Stock and Class B Common Stock,
are as follows:
The Class A Common Stock shall be entitled to receive, in each and every
year cumulative dividends at the rate of One (1) Cent per share per annum,
payable quarterly on the first day of January, the first day of April, the
first day of July and the first day of October in each and every year, before
any dividend, whether in cash, property, stock or otherwise shall be declared,
set apart for payment or paid upon the Class B Common Stock. Such dividends
upon the Class A Common Stock shall be cumulative from and after the date of
original issue thereof.
In any year, after the full dividend at the rate of One (1) Cent per share
for such year and any and all arrearages thereof for preceding years shall have
been declared and paid to, or set apart for the Class A Common Stock, the Class
B Common Stock shall be entitled to receive noncumulative dividends up to
the amount of One Half (1/2) Cent per share, provided, however, and upon the
condition that the surplus or net profits of the Corporation, after the payment
of any such dividends to the Class B Common Stock, shall be at least equal to
the sum required for payment in full of the aforesaid cumulative dividends on
the Class A Common Stock for one (1) year.
Out of any further distribution of surplus or net profits by way of
dividend in any year in excess of the aforesaid dividends upon the Class A
Common Stock and upon the Class B Common Stock, the Class A Common Stock and
the Class B Common Stock shall be entitled to share in such further
distribution in the proportion of One (1) Cent per share for said Class A
Common Stock to One and One-Half (1-1/2) Cents per share for said Class B
Common Stock.
Dividends upon either class of stock shall be payable only out of the
surplus or net profits of the Corporation as determined by the Board of
Directors and only as and when declared by the Board of Directors, but may,
in any year, be paid out of such surplus or net profits whether arising
during the same year or accrued during prior years.
In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntarily or involuntarily, the Class A Common Stock
shall be entitled, out of the assets of the Corporation, to be paid
cumulative dividends accrued thereon and Fifteen and Five-Eighths
Cents ($.15625) for each share of such Class A Common Stock before any
distribution or payment shall be made to the Class B Common Stock, and after
such payment in full to the Class A Common Stock, as aforesaid, the Class B
Common Stock shall be entitled to be paid the sum of Fifteen and Five-Eighths
Cents ($.15625) for each share of Class B Common Stock; and after such
payment in full to the Class A Common Stock, and the sum of Fifteen and
Five-Eighths Cents ($.15625) per share to the Class B Common Stock, as
aforesaid, any remaining assets to be distributed shall be distributed to
the Class A Common Stock and the Class B Common Stock, share and share alike.
The Class A Common Stock shall have no voting power nor shall it be
entitled to notice of meetings of the stockholders, all rights to vote and all
voting power being vested exclusively in the Class B Common Stock. If, at
any time, however, and whenever four (4) quarterly cumulative dividends upon
the Class A Common Stock shall be in default or unpaid in whole or in part,
the Class A Common Stock shall have the same voting power as the Class B Common
Stock, to-wit: One (1) vote for each share of stock, and shall be entitled to
receive notices of meetings of shareholders; and such voting power shall so
continue to vest in the Class A Common Stock until all arrears in the
payment of cumulative dividends upon the Class A Common Stock shall have
been paid and the dividends thereon for the current dividend shall have been
declared and the funds for the payment thereof set aside. However, if and when
thereafter the defaulted dividends shall be paid in full and provisions made
for the current dividend as herein provided (and such payments shall be made
as promptly as shall be consistent with the best interest of the Corporation)
the Class A Common Stock shall be divested of such voting power and the
voting power shall then revest exclusively in the Class B Common Stock; but
subject always to the same provisions for the vesting of such voting power in
the Class A Common Stock in case of any similar default or defaults in the
payment of four (4) quarterly cumulative dividends upon the Class A Common
Stock and the revesting of such entire voting power in the Class B Common
Stock in the event that such default or defaults shall be cured as above
provided.
Such Class A Common Stock and Class B Common Stock may be issued by the
Corporation from time to time for such consideration as may be fixed from time
to time by the Board of Directors thereof.
Upon this amendment becoming effective, each holder of shares of Common
Stock of either class, previously issued and outstanding, shall become the
holder of two shares of Common Stock of the same class, with rights as set
forth in this Amended Fourth Article, in place and instead of each share of
Common Stock previously held by such holder.
This Amendment to the Fourth Article shall not in any way reduce the
aggregate capital of the Corporation.
Be it further resolved that the foregoing Amendment to the Certificate of
Incorporation is hereby approved and shall be submitted to the vote of the
shareholders of the Corporation at a special meeting to be held at the
offices of the Corporation at 1209 Orange Street, Wilmington, Delaware, at
4:00 o'clock P.M., E.S.T., on the 27th day of February, 1995, that such
meeting be called by the Chairman of the Board; that notice of such meeting be
sent in accordance with the Certificate of Incorporation and the By-Laws of
this Corporation to each registered holder of the capital stock of this
Corporation, both of Class A and Class B Common Stock, as of the close of
business on February 6, 1995, which shall be the record date for shareholders
entitled to vote at said meeting; and that at such meeting the foregoing
Amendment to the Articles be presented separately to the holders of the
Class A Common Stock and to the holders of the Class B Common Stock for
their vote of approval or rejection, and be considered adopted when it has
received a vote of approval from the holders of a majority of the shares of
the Common Stock of each class.
II. An application has been made to list the Class A Common Stock and
Class B Common Stock on the NASDAQ Stock Market. All of the
required exhibits have been filed with that market.
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
GREIF BROS. CORPORATION
(Registrant)
Date: November 7, 1995 By: John K. Dieker
Controller
