SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GREIF BROS. CORPORATION
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required.
/ / Fee computed on table below per Exchange Act Rules
14a-6(I)(4) and O-11
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
O-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule O-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing,
(1) Amount Previously Paid:
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(4) Date Filed:
GREIF BROS. CORPORATION
621 PENNSYLVANIA AVENUE
DELAWARE, OHIO 43015
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Class B Stockholders of
GREIF BROS. CORPORATION:
Notice is hereby given that the Annual Meeting of the
Stockholders of Greif Bros. Corporation (the "Company") will be
held at the principal office of the Company, 1209 Orange Street,
Wilmington, Delaware, on the 24th day of February, 1997, at 10:00
o'clock A.M., E.S.T., for the following purposes.
1. To elect ten directors to serve for a one year
term; and
2. To transact such other business as may properly
come before the meeting or any adjournment or
adjournments thereof.
Only Stockholders of record of the Class B Common Stock at
the close of business on January 27, 1997, will be entitled to
notice of and to vote at this meeting.
Whether or not you plan to attend the meeting, we hope that
you will sign the enclosed proxy and return it promptly in the
enclosed envelope. If you are able to attend the meeting and
wish to vote in person, at your request, we will cancel your
proxy.
John P. Conroy
Secretary
January 27, 1997
GREIF BROS. CORPORATION
621 PENNSYLVANIA AVENUE
DELAWARE, OHIO 43015
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 24, 1997
To the Class B Stockholders of Greif Bros. Corporation:
This Proxy Statement is being furnished to the Class B
Stockholders of Greif Bros. Corporation, a Delaware corporation
(the "Company"), in connection with the solicitation by
Management of proxies that will be used at the Annual Meeting
scheduled to be held on February 24, 1997 at 10:00 A.M., E.S.T.,
at its principal office, 1209 Orange Street, Wilmington,
Delaware. It is anticipated that this Proxy Statement and form
of proxy will first be sent to the Class B Stockholders on or
about January 27, 1997.
At the meeting, the Class B Stockholders will vote upon: (1)
the election of ten directors; and (2) such other business as may
properly come before the meeting or any and all adjournments.
Shares of Class B Common Stock represented by properly
executed proxies will be voted at the Annual Meeting in
accordance with the choices indicated on the proxy. If no
choices are indicated, the shares will be voted in favor of the
ten nominees described in this Proxy Statement. Any proxy may be
revoked at any time prior to its exercise by delivery to the
Company of a subsequently dated proxy or by giving notice of
revocation to the Company in writing or in open meeting. A Class
B Stockholder's presence at the Annual Meeting does not by itself
revoke the proxy.
The close of business on January 27, 1997, has been fixed as
the record date for the determination of Class B Stockholders
entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof. On the record date, there were outstanding
and entitled to vote 12,001,793 shares of Class B Common Stock.
Each share is entitled to one vote.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Elect Ten Directors to Serve For a One Year Term
The number of directors currently is fixed at ten, with each
director serving for a one-year term. At the Annual Meeting,
shares of Class B Common Stock represented by proxies, unless
otherwise specified, will be voted to elect as directors Michael
J. Gasser, Charles R. Chandler, Michael H. Dempsey, Naomi C.
Dempsey, Daniel J. Gunsett, Allan Hull, Robert C. Macauley, David
J. Olderman, William B. Sparks, Jr. and J Maurice Struchen, the
ten persons nominated by Management, all of whom are currently
directors of the Company and have served continuously since their
first election or appointment.
If any nominee is unable to accept the office of director,
or will not serve, which is not anticipated, the persons named in
the proxy may vote it for another nominee of their choice.
Directors' Biographies
MICHAEL J. GASSER, 45, has been a director since 1991. He has
been Chairman of the Board of Directors and Chief Executive
Officer of the Company since 1994. He has been an executive
officer of the Company since 1988. He is a member of the
Executive Committee.
CHARLES R. CHANDLER, 61, has been a director since 1987. He
became Vice Chairman of the Company in 1996. For more than five
years, Mr. Chandler has been the President and Chief Operating
Officer of Virginia Fibre Corporation, a subsidiary of the
Company. He is a member of the Executive Committee.
MICHAEL H. DEMPSEY, 40, has been a director since 1996. For more
than five years, he has been the President of Kuschall of
America, a wheelchair manufacturing company. He is a member of
the Audit and Executive Committees. Mr. Dempsey is the son of
Naomi C. Dempsey.
NAOMI C. DEMPSEY, 80, has been a director since 1995. She is an
investor and member of the Compensation and Stock Option
Committees. Mrs. Dempsey is the mother of Michael H. Dempsey.
DANIEL J. GUNSETT, 48, has been a director since 1996. For more
than five years, he has been a partner with the law firm of Baker
and Hostetler. He is a member of the Audit and Compensation
Committees.
ALLAN HULL, 83, has been a director since 1947. He is a Vice
President and General Counsel of the Company. He has been an
officer of the Company since 1964. In addition, for more than
five years, he has been a partner with the law firm of Hull and
Hull, Cleveland, Ohio. He is a member of the Executive
Committee.
ROBERT C. MACAULEY, 73, has been a director since 1979. For more
than five years, he has been the Chief Executive Officer of
Virginia Fibre Corporation, a subsidiary of the Company. He is a
member of the Compensation Committee.
DAVID J. OLDERMAN, 61, has been a director since 1996. For more
than five years, he has been Chairman and Chief Executive Officer
of Carret and Company, Inc., an investment counseling firm. He
is a member of the Audit and Stock Option Committees. He is also
a director for Van Eck Global Funds, a group of mutual funds, and
Laidig, Inc., an engineering company and conveyor manufacturer.
WILLIAM B. SPARKS, JR., 55, has been a director since 1995. He
has been President and Chief Operating Officer of the Company
since 1995. Prior to that time, and for more than five years,
Mr. Sparks was the Chief Executive Officer of Down River
International, Inc., a subsidiary of the Company. He is a member
of the Executive Committee.
J MAURICE STRUCHEN, 76, has been a director since 1993. He is a
retired former Chairman and Chief Executive Office of Society
Corporation, a banking corporation. He is a member of the
Compensation and Stock Option Committees. He is also a director
of Forest City Enterprises, Inc., a land development company.
Directors are elected by a plurality of the votes cast.
Stockholders may not cumulate their votes. The ten candidates
receiving the highest number of votes will be elected.
In the tabulating of votes, abstentions and broker non-votes
will be disregarded and have no effect on the outcome of the
vote.
Board of Directors Committees and Meetings
The Board held four meetings during the 1996 fiscal year.
Each director attended at least 75% of the meetings held by the
Board and the committees on which he or she served during the
1996 fiscal year.
The Board has established an Executive Committee, a
Compensation Committee, an Audit Committee and a Stock Option
Committee. The Board has no standing nominating committee or
committee performing similar functions.
The Executive Committee, whose current members are Messrs.
Gasser, Chandler, Dempsey, Hull and Sparks, has the same
authority, subject to certain limitations, as the Board during
intervals between meetings of the Board. The Executive Committee
held five meetings during the 1996 fiscal year. The Compensation
Committee, whose current members are Mrs. Dempsey and Messrs.
Gunsett, Macauley and Struchen, is responsible for evaluating
the compensation, fringe benefits and perquisites provided to
the Company's officers and adopting compensation policies
applicable to the Company's executive officers, including the
specific relationship, if any, of corporate performance to executive
compensation and the factors and criteria upon which the
compensation of the Company's chief executive officer should be
based. The Compensation Committee held four meetings during the
1996 fiscal year. The Audit Committee, whose current members are
Messrs. Dempsey, Gunsett and Olderman, is responsible for
recommending the appointment of the Company's auditors to the
Board, reviewing with such auditors the scope and results of
their audit, reviewing the Company's accounting functions,
operations and management, and considering the adequacy and
effectiveness of the internal auditing controls and internal
auditing methods and procedures of the Company. The Audit
Committee held two meetings during the 1996 fiscal year. The
Stock Option Committee, whose current members are Mrs. Dempsey
and Messrs. Olderman and Struchen, is responsible for
administering the Company's Incentive Stock Option Plan which
provides for the granting of options for shares of the Company's
Class A Common Stock to key employees. The Stock Option
Committee held one meeting during the 1996 fiscal year.
Security Ownership of Certain
Beneficial Owners and Management
<TABLE>
The following table sets forth certain information, as of
January 15, 1997, with respect to the only persons known by the
Company to be the beneficial owners of 5% or more of the Class B
Common Stock, the Company's only class of voting securities:
<CAPTION>
Class of Type of Number of Percent
Name and Address stock ownership shares of class
<S> <C> <C> <C> <C>
Naomi C. Dempsey Class B Record and 6,043,236 50.35%
782 W. Orange Road Beneficially
Delaware, Ohio
Naomi C. Dempsey, Trustee Class B See (1) below 1,663,040 13.86%
Robert C. Macauley Class B Record and 1,200,000 10.00%
161 Cherry Street Beneficially
New Canaan, Connecticut
<FN>
(1) Held by Naomi C. Dempsey as successor trustee in the Naomi A. Coyle Trust.
</TABLE>
<TABLE>
The following table sets forth certain information, as of January 15,
1997, with respect to the Class A Common Stock and the Class B Common Stock
(the only equity securities of the Company) owned or controlled by each
director and each executive officer named in the summary compensation table:
<CAPTION>
Title and Percent of Class (1)
Name Class A %
<S> <C> <C>
Charles R. Chandler 400 *
Michael H. Dempsey 2,000 *
Naomi C. Dempsey 2,000 *
Michael J. Gasser -0- *
Daniel J. Gunsett 2,000 *
Allan Hull 2,000 *
Robert C. Macauley -0- *
David J. Olderman 3,000 *
William B. Sparks, Jr. 1,086 *
Ralph V. Stoner, Sr. -0- *
J Maurice Struchen 2,000 *
Title and Percent of Class (1)
Name Class B %
Charles R. Chandler 4,000 *
Michael H. Dempsey 19,996 *
Naomi C. Dempsey 7,706,276 64.21%
Michael J. Gasser 11,798 *
Daniel J. Gunsett -0- *
Allan Hull 148,860 1.24%
Robert C. Macauley 1,200,000 10.00%
David J. Olderman 6,774 *
William B. Sparks, Jr. 6,248 *
Ralph V. Stoner, Sr. 15,400 *
J Maurice Struchen 7,400 *
<FN>
*Less than one percent.
<FN>
(1) Except as otherwise indicated below, the persons named in the table
(and their spouses, if applicable) have sole voting and investment power
with respect to all shares of Class A Common Stock or Class B Common
Stock owned by them. This table does not include options for shares
which are not currently exercisable or not exercisable within 60 days
of January 15, 1997. Included in the number of shares of Class A
Common Stock listed above are options to purchase up to 2,000 of such
shares owned by each of Michael H. Dempsey, Naomi C. Dempsey, Daniel J.
Gunsett, Allan Hull, David J. Olderman and J Maurice Struchen.
</TABLE>
In addition to the above referenced shares, Messrs. Gasser,
Hull and Lloyd D. Baker, Vice President, serve as Trustees of the
Greif Bros. Corporation Employees' Retirement Income Plan, which
holds 123,752 shares of Class A Common Stock and 76,880 shares of
Class B Common Stock. Messrs. Conroy, Hull and Lawrence A.
Ratcliffe, Vice President, serve as Trustees for the Greif Bros.
Corporation Retirement Plan for Certain Hourly Employees, which
holds 3,475 shares of Class B Common Stock. The Trustees of
these plans, accordingly, share voting and investment power in
these shares.<PAGE>
Mr. Olderman is Chairman and Chief Executive Officer of
Carret and Company, Inc., which holds 510,474 shares of the Class
A Common Stock and 51,460 shares of the Class B Common Stock for
their clients.
The Class A Common Stock has no voting power, except when
four quarterly cumulative dividends upon the Class A Common Stock
are in arrears.
<TABLE>
The following sets forth the equity securities owned or
controlled by all directors and executive officers as a group (24
persons) as of January 15, 1997:
<CAPTION>
Title of Amount Percent
class of stock beneficially owned of class
<S> <C> <C>
Class A 18,848 *
Class B 9,311,740 77.59%
<FN>
* Less than one percent.
</TABLE>
Executive Compensation
<TABLE>
The following table sets forth the compensation for the
three fiscal years ended October 31, 1996, for the Company's
chief executive officer and the Company's four other most highly
compensated executive officers.
<CAPTION>
Number of
Deferred All Stock Options
Name and Position Year Salary Bonus Compensation Other Granted
<S> <C> <C> <C> <C> <C> <C>
Michael J. Gasser 1996 $314,658 $160,000 $2,951 25,000
Chairman
Chief Executive Officer 1995 $205,615 $166,841 $ 504 30,000
1994 $143,166 $99,999 $ 480
Charles R. Chandler 1996 $424,356 $70,164 $256,169 $251,745 23,000
Director
Vice Chairman 1995 $427,803 $164,077 $236,537 $225,807 10,000
1994 $408,421 $108,170 $218,411 $58,794
Robert C. Macauley 1996 $371,316 $69,932 $58,224 $729,000 2,000
Director
Chief Executive Officer 1995 $360,500 $136,165 $56,222 $1,879,470
of Virginia Fibre
Corporation 1994 $350,750 $102,347 $40,593 $451,410
William B. Sparks, Jr. 1996 $257,886 $120,000 $9,994 13,000
Director
President and Chief 1995 $173,048 $105,000 $17,921 20,000
Operating Officer
1994 $140,616 $53,000 $19,261
Ralph V. Stoner, Sr. 1996 $200,004 $90,562 $432 6,500
Chief Executive Officer
of Michigan Packaging 1995 $135,360 $135,000 $378 10,000
Company
1994 $118,260 $117,764 $360
</TABLE>
Mr. Michael J. Gasser, Chairman and Chief Executive
Officer, on November 1, 1995, entered into an employment
agreement with Greif Bros. Corporation principally providing for
(a) the employment of Mr. Gasser as Chairman and Chief Executive
Officer for a term of 15 years; (b) the right of Mr. Gasser to
extend his employment on a year-to-year basis until he reaches
the age of 65; (c) the agreement of Mr. Gasser to devote all of
his time, attention, skill and effort to the performance of his
duties as an officer and employee of Greif Bros. Corporation,
and; (d) the fixing of the minimum basic salary during such
period of employment to the current year's salary plus any
additional raises authorized by the Board of Directors within two
fiscal years following October 31, 1995.
Mr. William B. Sparks, Jr., President and Chief Operating
Officer, on November 1, 1995, entered into an employment
agreement with Greif Bros. Corporation principally providing for
(a) the employment of Mr. Sparks as President and Chief Operating
Officer for a term of 11 years; (b) the agreement of Mr. Sparks
to devote all of his time, attention, skill and effort to the
performance of his duties as an officer and employee of Greif
Bros. Corporation, and; (c) the fixing of the minimum basic
salary during such period of employment to the current year's
salary plus any additional raises authorized by the Board of
Directors within two fiscal years following October 31, 1995.
Mr. Charles R. Chandler, Vice Chairman, on August 1, 1986,
and amended in 1988, 1992 and 1996, entered into an employment
agreement, principally providing for (a) the employment of Mr.
Chandler as Vice Chairman until 2001, (b) the agreement of Mr.
Chandler to devote all of his time, attention, skill and effort
to the performance of his duties as an officer and employee of
Greif Bros. Corporation, and (c) the fixing of minimum basic
salary during such period of employment at $424,356 per year.
The employment contract with Mr. Chandler gives him the right to
extend his employment beyond the original term for up to 5
additional years.
Mr. Robert C. Macauley, Chief Executive Officer of Virginia
Fibre Corporation, on August 1, 1986 and amended in 1992, entered
into an employment agreement with Virginia Fibre Corporation,
principally providing for (a) the employment of Mr. Macauley as
Chief Executive Officer for a term of 18 years, (b) the agreement
of Mr. Macauley to devote his time, attention, skill and effort
to the performance of his duties as an officer and employee of
Virginia Fibre Corporation, and (c) the fixing of minimum basic
salary during such period of employment at $275,000 per year.
No Directors' fees are paid to Directors who are full-time
employees of the Company or its subsidiary companies. Directors
who are not employees of the Company receive $20,000 per year
plus $1,000 for each Board, audit, compensation and stock option
meeting that they attend.
During 1996, a Directors' Stock Option Plan was adopted
which provides for the granting of stock options to directors who
are not employees of the Company. The aggregate number of shares
of the Company's Class A Common Stock which options may be
granted shall not exceed 100,000 shares. Beginning in 1997, each
outside director will be granted an annual option to purchase
2,000 <PAGE>
shares immediately following each annual meeting of stockholders.
Each eligible director also received a one-time grant in 1996 to
purchase 2,000 shares. Under the terms of the Plan, options are
granted at exercise prices equal to the market value on the date
the options are granted and become exercisable immediately. In
1996, 12,000 options were granted to outside directors with
option prices of $30.00 per share. As of January 15, 1997, no
options have been exercised. Options expire ten years after date
of grant.
For 1996, the Compensation Committee of the Board of
Directors voted bonuses to employees, based upon the progress of
the Company, and upon the contributions of the particular
employees to that progress, and upon individual merit, which
determines, in the action of the Committee, the bonus a specific
employee may receive, if any. Prior to 1996, the Board of
Directors of the Company, or the appropriate subsidiary company,
voted the bonuses for their employees.
Supplementing the pension benefits, Virginia Fibre
Corporation has deferred compensation contracts with Robert C.
Macauley and Charles R. Chandler. These contracts are designed
to supplement the Company's defined benefit pension plan only if
the executive retires under such pension plan at or after age 65,
or if the executive becomes permanently disabled before attaining
age 65. No benefit is paid to the executive under this contract
if death precedes retirement. The deferred compensation is
payable to the executive or his spouse for a total period of 15
years.
Under the above Deferred Compensation Contracts, the annual
amounts payable to the executive or his surviving spouse are
diminished by the amounts receivable under Virginia Fibre
Corporation's defined benefit pension plan. Mr. Macauley's
estimated accrued benefit from the Deferred Compensation Contract
is $92,641 per year for 10 years and $61,761 per year for an
additional 5 years. Mr. Chandler's estimated accrued benefit
from the Deferred Compensation Contract is $216,481 per year for
10 years and $144,321 per year for an additional 5 years.
With respect to Mr. Gasser, the dollar amount in the all
other category relates to the Company match for the 401(k) plan
and premiums paid for life insurance.
With respect to Messrs. Chandler and Macauley, the dollar
amount in the all other category is the compensation attributable
to the 1991 Virginia Fibre Corporation stock option plan to
certain key Virginia Fibre Corporation employees. This amount is
the difference between the option price and the value
attributable to the stock based upon the performance of Virginia
Fibre Corporation for years prior to 1996. All outstanding
options were redeemed by Virginia Fibre Corporation during 1996
and the current year amount represents the difference between the
redemption price and the cumulative compensation accrued as of
October 31, 1995.
With respect to Mr. Sparks, the dollar amount in the all
other category relates to the Company match for the 401(k) plan
and premiums paid for life insurance. In addition, there are
contributions made by Down River International, Inc. to a Profit
Sharing Trust.
With respect to Mr. Stoner, the dollar amount in the all
other category relates to premiums paid for life insurance.
During 1995, the Company adopted an Incentive Stock Option
Plan which provides the granting of incentive stock options to
key employees and non-statutory options for non-employees. The
aggregate number of shares of the Company's Class A Common Stock
which options may be granted shall not exceed 1,000,000 shares.
Under the terms of the Plan, options are granted at exercise
prices equal to the market value on the date the options are
granted and become exercisable after two years from the date of
grant.
<TABLE>
The following table sets forth certain information with
respect to options to purchase Class A Common Stock granted
during the year ended October 31, 1996 to each of the named
executive officers.
OPTION GRANTS TABLE
<CAPTION>
Potential Net Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term (2)
% of Total
Options
Granted to
Number of Employees Exercise
Options in Fiscal Price Per Expiration
Name Granted (1) Year Share Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael J. Gasser 25,000 16% $29.62 09/05/06 $465,775 $1,180,366
Charles R. Chandler 23,000 15% $29.62 09/05/06 $428,513 $1,085,936
Robert C. Macauley 2,000 1% $29.62 09/05/06 $37,262 $94,429
William B. Sparks,
Jr. 13,000 9% $29.62 09/05/06 $242,203 $613,790
Ralph V. Stoner,
Sr. 6,500 4% $29.62 09/05/06 $121,102 $306,895
<FN>
(1) The options granted are exercisable on September 5, 1998.
<FN>
(2) The values shown are based on the indicated assumed rates of appreciation
compounded annually. Actual gains realized, if any, are based on the
performance of the Class A Common Stock. There is no assurance that the
values shown will be achieved.
</TABLE>
<TABLE>
The following table sets forth certain information with respect to the
exercise of options to purchase Class A Common Stock during the year ended
October 31, 1996, and the unexercised options held and the value thereof at
that date, by each of the named executive officers:
AGGREGATE OPTION EXERCISES AND FISCAL
YEAR-END OPTION VALUES TABLE
<CAPTION>
Value of In-The-Money
Value Number of Unexercised Options Held at
Shares Realized Options Held at Year-End Year-End
Acquired upon Exercis- Unexercis- Exercis- Unexercis-
on Exercise Exercise able able able able
<S> <C> <C> <C> <C> <C> <C>
Michael J. Gasser -0- $-0- -0- 55,000 $-0- $54,300
Charles R. Chandler -0- $-0- -0- 33,000 $-0- $18,100
Robert C. Macauley -0- $-0- -0- 2,000 $-0- $-0-
William B. Sparks,
Jr. -0- $-0- -0- 33,000 $-0- $36,200
Ralph V. Stoner,
Sr. -0- $-0- -0- 16,500 $-0- $18,100
</TABLE>
<TABLE>
The following table illustrates the amount of annual pension benefits
for eligible employees upon retirement in the specified remuneration and
years of service classifications under the Company's defined benefit pension
plan:
DEFINED BENEFIT PENSION TABLE
<CAPTION>
Annual Benefit for Years of Service
Remuneration 15 20 25 30
<S> <C> <C> <C> <C>
$450,000 $26,250 $35,000 $43,750 $52,500
$350,000 $26,250 $35,000 $43,750 $52,500
$250,000 $26,250 $35,000 $43,750 $52,500
$150,000 $24,500 $32,667 $40,833 $49,000
</TABLE>
<TABLE>
The following table sets forth certain information with respect to the
benefits under the defined benefit pension plans of the Company and its
subsidiary, Virginia Fibre Corporation, for each of the named executive
officers.
<CAPTION>
Name of individual Remuneration used Estimated
or number of Credited Years for Calculation of annual benefits
persons in group of service Annual Benefit under retirement plan
<S> <C> <C> <C>
Michael J. Gasser 17 $363,426 $24,120
William B. Sparks, Jr. 2 $283,183 $3,504
Charles R. Chandler 24 $219,224 $52,614
Robert C. Macauley 24 $219,224 $52,614
Ralph V. Stoner, Sr. 29 $265,650 $50,748
</TABLE>
The Company's pension plan is a defined benefit pension plan
with benefits based upon the average of the three consecutive
highest-paying years of total compensation and upon years of
credited service up to 30 years.
The annual retirement benefits under the defined benefit
pension plan of the Company's subsidiary, Virginia Fibre
Corporation, are calculated at 1% per year based upon the average
of the five highest out of the last ten years of salary
compensation.
None of the pension benefits described in this item are
subject to offset because of the receipt of Social Security
benefits or otherwise.
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16 (a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons owning
more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors
and greater than 10% stockholders are required by the Securities
and Exchange Commission's regulations to furnish the Company with
copies of all Section 16 (a) forms they file. Based solely on a
review of the copies of such forms furnished to the Company, the
Company believes that during 1996 all Section 16 (a) filing
requirements applicable to its officers, directors and greater
than 10% stockholders were complied with by such persons, except
that Daniel J. Gunsett, who became a director of the Company in
1996, did not file a Form 3. Mr. Gunsett, however, did file a
Form 5 for the 1996 fiscal year indicating his ownership of the
Company's equity securities.
In 1996, each of the following persons reported on a Form 5
for that fiscal year one transaction in which the named person
was granted stock options in 1995 under the Company's Incentive
Stock Option Plan, which grants should have been reported by such
person on a Form 5 for the 1995 fiscal year: Michael J. Gasser
(an officer and director of the Company); William B. Sparks, Jr.
(an officer and director of the Company); Charles R. Chandler (an
officer and director of the Company); Allan Hull (an officer and
director of the Company); John P. Berg (an officer of the
Company); John P. Conroy ( an officer of the Company); Michael M.
Bixby (an officer of the Company); C.J. Guilbeau (an officer of
the Company); Jerome B. Nolder, Jr. (an officer of the Company);
Philip R. Metzger (an officer of the Company); and John K. Dieker
(an officer of the Company).
Compensation Committee Interlocks and Insider Participation
Robert C. Macauley, Naomi C. Dempsey, Daniel J. Gunsett and
J Maurice Struchen served as members of the Company's
Compensation Committee for the 1996 fiscal year. Mr. Macauley,
the chairman of the Compensation Committee, is an executive
officer of the Company. In addition, Mr. Macauley, the founder
and chairman of Virginia Fibre Corporation, a subsidiary of the
Company, is also the founder and chairman of a non-profit world-
wide relief organization. During the 1996 fiscal year, Virginia
Fibre Corporation contributed approximately $350,000 to this non-
profit organization.
No executive officer of the Company served during the 1996
fiscal year as a member of a compensation committee or as a
director of any entity of which any of the Company's directors
served as an executive officer.
Compensation Committee Report on Executive Compensation
The annual compensation for Michael J. Gasser, Chairman of
the Board and Chief Executive Officer of the Company, is reviewed
annually by the Compensation Committee of the Board of Directors.
Mr. Gasser's salary is based upon various measurements which are
tied to the performance of Greif Bros. Corporation.
The Compensation Committee, made up primarily of outside
directors, reviews the total compensation paid to Mr. Gasser and
other executive officers.
Members of the Compensation Committee are:
Robert C. Macauley, Chairman
Naomi C. Dempsey
Daniel J. Gunsett
J Maurice Struchen
The following graph compares the Company's stock performance
to that of the Standard and Poor's 500 Index and its industry
group (Peer Index). This graph, in the opinion of Management,
would not be free from the claim that it fails to fully and
accurately represent the true value of the Company.
[STOCK PERFORMANCE CHART]
<TABLE>
<CAPTION>
S&P 500
YEAR GBC STOCK INDEX PEER INDEX
<S> <C> <C> <C>
1991 100 100 100
1992 103 107 102
1993 114 119 86
1994 127 120 107
1995 148 148 112
1996 163 180 118
</TABLE>
The Peer Index is comprised of the paper containers index and
paper and forest products index as shown in the Standard & Poor's
Statistical Services Guide.
Certain Relationships and Related Transactions
The law firm of Hull & Hull received $393,856 in fees for
legal services to the Company plus reimbursement of out-of-pocket
expenses of $21,207. Mr. Allan Hull, attorney-at-law, is Vice
President, General Counsel, member of the Executive Committee and
a Director of Greif Bros. Corporation and a partner in the law
firm of Hull & Hull.
Virginia Fibre Corporation, a subsidiary of the Company,
annually contributes money to a world-wide relief organization.
The founder and chairman of this non-profit organization, Robert
C. Macauley, is also the founder and chairman of Virginia Fibre
Corporation and is a director of the Company. During 1996, the
subsidiary company contributed approximately $350,000 to this
organization.
<TABLE>
There are loans that have been made by the Company to
certain employees, including certain officers and directors of
the Company. The following is a summary of these loans for the
year ended October 31, 1996:
<CAPTION>
Balance at Balance at
Beginning Amount End of
Name of Debtor Period Proceeds Collected Period
<S> <C> <C> <C> <C>
Michael M. Bixby $ 215,000 $ -0- $ 6,000 $ 209,000
Michael J. Gasser 218,508 -0- 19,309 199,199
C. J. Guilbeau 181,655 -0- 6,014 175,641
Philip R. Metzger 89,098 -0- 6,062 83,036
Jerome B. Nolder, Jr. -0- 80,000 -0- 80,000
William B. Sparks, Jr. 101,929 21,000 -0- 122,929
Ralph V. Stoner, Jr. 225,000 -0- -0- 225,000
$1,031,190 $101,000 $37,385 $1,094,805
</TABLE>
Michael M. Bixby is a Vice President of Greif Bros.
Corporation. The loan is secured by a house and lot in Minnesota
and interest is payable at 3% per annum.
Michael J. Gasser is Chairman and Chief Executive Officer of
Greif Bros. Corporation. The loan is secured by 5,599 shares of
the Company's Class B Common Stock and a first mortgage on a
house and lot in Ohio. Interest is payable at 3% per annum.
C. J. Guilbeau is a Vice President of Greif Bros.
Corporation. The loan is secured by a house and lot in Illinois
and interest is payable at 3% per annum.
Philip R. Metzger is Treasurer of Greif Bros. Corporation.
The loan is secured by a house and lot in Ohio and interest is
payable at 3% per annum.
Jerome B. Nolder, Jr. is a General Manager of Greif Bros.
Corporation. The loan is secured by 200 shares of the Company's
Class B Common Stock and the assignment of his company-sponsored
life insurance. Interest is payable at 7-1/4% per annum.
William B. Sparks, Jr. is President and Chief Operating
Officer of Greif Bros. Corporation. The loan is secured by 3,124
shares of the Company's Class B Common Stock and 500 shares of
the Company's Class A Common Stock. Interest is payable at 3%
per annum. An additional loan is secured by a house and lot in
Ohio with interest payable at 5% per annum.
Ralph V. Stoner, Jr. is President of Michigan Packaging
Company. The loan is secured by a house and lot in Michigan and
interest is payable at 3% per annum.
Independent Public Accountants
Price Waterhouse LLP served as the independent public
accountants of the Company for its fiscal year ended October 31,
1996. As of the date of this Proxy Statement, the independent
public accountants for the fiscal year ending October 31, 1997
have not been selected. However, the Company expects to retain
Price Waterhouse LLP. A representative of Price Waterhouse LLP
will not be present at the Annual Meeting.
Stockholder Proposals
Proposals of Stockholders intended to be presented at the
Annual Meeting of Stockholders expected to be held in February
1998 must be received by the Company for inclusion in the Proxy
Statement and form of proxy on or prior to 120 days in advance of
the first anniversary of the date of this Proxy Statement.
Proxies Solicited by Management;
Proxies Revocable; Cost of Solicitation to be
Borne by Company
The proxy enclosed with this Proxy Statement is solicited by
and on behalf of the Management of Greif Bros. Corporation. A
person giving the proxy has the power to revoke it.
The expense for soliciting proxies for this Annual Meeting
of the Stockholders is to be paid by the treasurer out of the
funds of the Company. Solicitations of proxies also may be made
by personal calls upon or telephone or telegraphic communications
with Stockholders, or their representatives, by not more than
five officers or regular employees of the Company who will
receive no compensation therefore other than their regular
salaries.
No Other Matters to be Submitted at the Annual Meeting
The Management knows of no matters to be presented at the
aforesaid Annual Meeting other than the above proposal. However,
if any other matters properly come before the Annual Meeting, it
is the intention of the persons named in the accompanying form of
proxy to vote the proxy in accordance with their judgment on such
matters.
John P. Conroy
Secretary
January 27, 1997
GREIF BROS. CORPORATION
CLASS B PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS
CALLED FOR FEBRUARY 24, 1997
This Proxy is Solicited on Behalf of Management
The undersigned, being the record holder of Class B Common
Stock and having received the Notice of Meeting and Proxy
Statement dated January 27, 1997, hereby appoints Michael J.
Gasser, Charles R. Chandler, Michael H. Dempsey, Naomi C.
Dempsey, Daniel J. Gunsett, Allan Hull, Robert C. Macauley, David
J. Olderman, William B. Sparks, Jr. and J Maurice Struchen, and
each or any of them as proxies, with full power of substitution,
to represent the undersigned and to vote all shares of Class B
Common Stock of Greif Bros. Corporation, which the undersigned is
entitled to vote at the Annual Meeting of the Stockholders of the
Corporation to be held at 1209 Orange Street, Wilmington,
Delaware, at 10:00 o'clock A.M., E.S.T., on February 24, 1997,
and at any adjournment thereof; as follows:
1. WITH / / OR WITHOUT / / AUTHORITY TO ELECT ALL
NOMINEES LISTED BELOW (except as marked to the
contrary below):
Michael J. Gasser Charles R. Chandler Michael H. Dempsey
Naomi C. Dempsey Daniel J. Gunsett Allan Hull
Robert C. Macauley David J. Olderman William B. Sparks, Jr.
J Maurice Struchen
Instruction: To withhold authority to vote for any individual
nominee, strike a line through his or her name.
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT
THEREOF.
The Shares represented by this Proxy will be voted upon the
proposals listed above in accordance with the instructions given
by the undersigned, but if no instructions are given, this Proxy
will be voted To elect all of the nominees for directors as set
forth in Item 1, above, and in the discretion of the proxies on
any other matter which properly comes before the Annual Meeting.
Record Holder Number of Class B Shares Held
Dated , 1997
Please date and sign proxy exactly as your name appears
above, joint owners should each sign personally. Trustees and
others signing in a representative capacity should indicate the
capacity in which they sign.
