<PAGE> 1
As filed with the Securities and Exchange Commission
on May 9, 1997
Registration No.__________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________________
GREIF BROS. CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 31-4388903
(State of incorporation) (I.R.S. Employer
Identification No.)
621 Pennsylvania Avenue, Delaware, Ohio 43015
(Address of Principal Executive Offices) (Zip Code)
GREIF BROS. CORPORATION
INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
Michael J. Gasser, Chairman and Chief Executive Officer
Greif Bros. Corporation
621 Pennsylvania Avenue
Delaware, Ohio 43015
614-363-1271
(Agent for Service)
Copies to:
Allan Hull,
Vice President and General Counsel
6505 Wilson Mills Road
Mayfield Village, Ohio, 44143
(216) 461-8880
Index to Exhibits on pages 8 and 9
<PAGE> 2
<TABLE>
Calculation of Registration Fee
<CAPTION>
Proposed Proposed
Title of Amount to Maximum Maximum
Securities be Offering Aggregate Amount of
to be Registered Price Per Offering Registration
Registered (1) Share (2) Price (2) Fee
<S> <C> <C> <C> <C>
Class A 1,000,000 $25.875 $25,875,000 $7,841.00
Common
Stock,
without
Par Value
<FN>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also includes an
indeterminable number of additional shares of Class A Common
Stock that may become issuable pursuant to antidilution
adjustment provisions of the Plan.
(2) Estimated solely for the purpose of computing the
registration fee pursuant to Rule 457 under the Securities Act of
1933, as amended, on the basis of the average of the high and low
prices of the Registrant's Common Stock as reported on the NASDAQ
National Market System on May 6, 1997.
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in
this registration statement.
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1996, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended.
(b) Registrant's quarterly report on Form 10-Q for the
fiscal quarter ended January 31, 1997, and all other
reports, if any, filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since the end of the fiscal year ended October
3l, 1996.
(c) The description of Registrant's Class A Common Stock
contained in the Registration Statement on Form 8-A
filed with the Commission on November 7, 1995, under
Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable; the class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of
1934.
<PAGE> 4
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Allan Hull, of Hull and Hull, Legal Counsel, whose
attorney's opinion is attached as Exhibit 5, is the owner of
149,600 shares of the Class B Common Stock of the Company, and is
the recipient of a non-statutory option of 10,000 Class A Common
Stock under the Greif Bros. Corporation Incentive Stock Option
Plan. Mr. Hull, as a non-employee director, also has been
granted options for 4,000 shares of Class A Common Stock under
the 1996 Directors' Stock Option Plan of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 46 of the Bylaws of the Company, as amended,
provides:
"Each director and officer of the Company shall be
indemnified by the Company and saved harmless, whether or not
then in office (and his heirs, executors and administrators)
against all loss, expenses and damages sustained or reasonably
incurred by him in connection with any action, suit or proceeding
commenced or threatened, to which he may be a party by reason of
his being or having been a director or officer of the Company,
except in relation to matters as to which he shall be finally
adjudged in such action, suit or proceeding to be liable for
willful misfeasance, bad faith or negligence in the performance
of his duties as such director or officer, and the foregoing
indemnification shall not be exclusive of any other rights to
which he may be entitled as a matter of law or otherwise."
The Registrant also maintains an insurance policy insuring
its directors and officers against liability for certain acts and
omissions while acting in their official capacities.
There is no litigation pending, and neither the Registrant
nor any of its directors know of any threatened litigation, which
might result in a claim for indemnification by any director or
officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Index to Exhibits
Exhibit
Number Description of Document
4.1 Incentive Stock Option Plan (contained
herein).
<PAGE> 5
4.2 Copy of Amendment to the Company's
Certificate of Incorporation setting forth
the current provisions covering the Class
A and Class B Common Stock. Said amendment
was adopted by the stockholders at their
meeting on February 27, 1995 (contained
herein).
5 Opinion of Hull and Hull (contained herein).
23.1 Consent of Price Waterhouse LLP (contained
herein).
23.2 Consent of Hull and Hull (included in Exhibit
5).
24 Powers of Attorney (contained herein).
Item 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
<PAGE> 6
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to
directors, officers, and controlling persons of the Registrant
pursuant to the provisions described in Item 6, above, or
otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933,
as amended, and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer, or controlling person in connection
with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of Delaware, State of Ohio, on the 8th day of April,
1997.
GREIF BROS. CORPORATION
By_/s/ Michael J. Gasser
Michael J. Gasser
Chief Executive Officer
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
(Signature) /s/ Michael J. Gasser
(Title) Michael J. Gasser Chairman of the Board &
Chief Executive Officer
(Date) April 8, 1997
(Principal Executive Officer)
(Signature) /s/ William B. Sparks, Jr.
(Title) William B. Sparks, Jr. President, Chief
Operating Officer and Director
(Date) April 8, 1997
(Signature) /s/ John K. Dieker
(Title) John K. Dieker Controller
(Date) April 8, 1997 (Principal Financial Officer
and Principal Accounting Officer)
(Signature) /s/ Charles R. Chandler*
(Title) Charles R. Chandler
Director
(Date) April 8, 1997
(Signature) /s/ Michael H. Dempsey*
(Title) Michael H. Dempsey
Director
(Date) April 8, 1997
(Signature) /s/ Naomi C. Dempsey*
(Title) Naomi C. Dempsey
Director
(Date) April 8, 1997
(Signature) /s/ Daniel J. Gunsett*
(Title) Daniel J. Gunsett
Director
(Date) April 8, 1997
<PAGE> 8
(Signature) /s/ Allan Hull*
(Title) Allan Hull
Director
(Date) April 8, 1997
(Signature) /s/ Robert C. Macauley*
(Title) Robert C. Macauley
Director
(Date) April 8, 1997
(Signature) /s/ David J. Olderman*
(Title) David J. Olderman
Director
(Date) April 8, 1997
(Signature) /s/ J Maurice Struchen*
(Title) J Maurice Struchen
Director
(Date) April 8, 1997
*The undersigned, Michael J. Gasser, by signing his name
hereto, does hereby execute this Registration Statement on behalf
of each of the other above-named persons pursuant to powers of
attorney duly executed by such persons and filed as an exhibit to
this Registration Statement.
(Signature) /s/ Michael J. Gasser
(Title) Michael J. Gasser Attorney
in Fact
(Date) April 8, 1997
INDEX TO EXHIBITS
Exhibit
Number Description of Document
4.1 Incentive Stock Option Plan (contained herein).
4.2 Copy of Amendment to the Company's
Certificate of Incorporation setting forth
the current provisions covering the Class
A Common and the Class B Common Stock.
Said amendment was adopted by the stock-
holders at their meeting February 27, 1995 (contained
herein).
<PAGE> 9
5 Opinion of Hull and Hull (contained herein).
23.1 Consent of Price Waterhouse LLP (contained herein).
23.2 Consent of Hull and Hull (included in Exhibit 5).
24 Powers of Attorney (contained herein).
<PAGE> 10
EXHIBIT 4.1
INCENTIVE STOCK OPTION PLAN
GREIF BROS. CORPORATION
1. PURPOSE
This Incentive Stock Option Plan ("the Plan") is intended as
an incentive and to encourage stock ownership by certain key
employees of Greif Bros. Corporation ("the Company") and its
subsidiaries by the granting of stock options as provided herein.
It is intended that certain options issued pursuant to the Plan
will constitute incentive stock options within the meaning of
Section 422 of the Internal Revenue Code ("the Incentive Stock
Options"), and the remainder of the options issued pursuant to
the Plan will constitute non-statutory options. The Committee
referred to in Section 2 shall determine which options are to be
Incentive Stock Options and which are to be non-statutory options
and shall enter into option agreements with the recipients
accordingly.
In this Plan where there is no contrary indication, the
provisions of the Plan apply to Incentive Stock Options and non-
statutory stock options.
2. ADMINISTRATION
(a) The Plan shall be administered by a Committee of two or
more disinterested members of the Board of Directors appointed by
the Board of Directors ("the Committee"). The Board of Directors
may remove from, add members to, or fill vacancies in the
Committee.
<PAGE> 11
(b) The Committee is authorized, subject to the provisions
of the Plan, to establish such rules and regulations as it may
deem appropriate for the conduct of meetings and proper
administration of the Plan, and to make such determinations
under, and such interpretations of, and to take such steps in
connection with, the Plan or the options granted thereunder as it
may deem necessary or advisable.
(c) No person shall be a member of the Committee, who is,
or at any time during the preceding one-year period was, eligible
for selection as a person to whom stock may be allocated or to
whom stock options may be granted pursuant to the Plan or any
other Plan of the Company which would entitle him to acquire
stock or stock options of the Company or its subsidiaries.
3. ELIGIBILITY
Incentive Stock Options may be granted in such amounts of
shares and to such key employees of the Company or its
subsidiaries as the Committee shall select from time to time. No
director who is not an officer or other employee of the Company
or its subsidiaries shall be eligible to receive Incentive Stock
Options under the Plan. Any individual may hold more than one
option.
4. STOCK
The stock to be subject to options under the Plan shall be
shares of the Company's Class A Common Stock held as treasury
shares. The aggregate number of shares of stock for which
options may be granted under the Plan shall not exceed 1,000,000
shares (as constituted after the two-for-one stock
<PAGE> 12
split to be voted on at the special shareholders' meeting, February 27,
1995), subject to adjustment in accordance with the terms of
Section 10 hereof. The shares subject to the unexercised portion
of any terminated or expired options under the Plan may again be
subjected to options under the Plan.
5. TERMS AND CONDITIONS OF OPTIONS
All options granted by the Committee pursuant to the Plan
shall be considered authorized by the Board of Directors and
shall be evidenced by stock option agreements in writing ("stock
option agreements") in such form and containing such terms and
conditions as the Committee shall prescribe from time to time in
accordance with the Plan, in accordance Section 422 of the
Revenue Code of 1986, as amended, with respect to Incentive Stock
Options, and Regulation 16b-3 under the Securities and Exchange
Act of 1934, as amended. An Incentive Stock Option shall not be
transferable by the optionee otherwise than by will or the laws
of descent and distribution, and shall be exercisable during his
lifetime only by him.
6. PRICE
The option price per share of each option granted under the
Plan shall be not less than 100% of the fair market value, as
determined by the Committee, of a share of stock on the date of
grant of such option. An option shall be considered granted on
the date the Committee acts to grant the option or such later
date as the Committee shall specify.
<PAGE> 13
7. OPTION PERIOD
Each stock option agreement shall set forth the period for
which such option is granted, which with respect to Incentive
Stock Options, shall not exceed ten years from the date such
option is granted ("the option period").
8. 10-PERCENT SHAREHOLDER
Notwithstanding Sections 6 and 7 hereof, in the case of an
individual who, at the time an Incentive Stock Option is granted,
owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company (or
subsidiary of the Company), the option price shall not be less
than 110 percent of the fair market value of the stock subject to
the option at the time the option is granted, as determined in
good faith by the Committee, and the option shall not be
exercisable after the expiration of five years from the date it
is granted.
9. MAXIMUM PER OPTIONEE
With respect to Incentive Stock Options, the aggregate fair
market value, as determined by the Committee, of the stock for
which an optionee may be granted Incentive Stock Options under
the Plan and any other plans of the Company or its subsidiaries
exercisable for the first time during any calendar year shall not
exceed $100,000 plus any "unused limit carryover", within the
meaning of Section 422(c)(4) of the Internal Revenue Code, to
such year.
<PAGE> 14
10. ADJUSTMENT IN THE EVENT OF CHANGE OF STOCK
In the event of any change in the outstanding stock by
reason of stock dividends, recapitalizations, reorganizations,
mergers, consolidations, split-ups, combinations or exchanges of
shares and the like, the number and kind of shares which
thereafter may be optioned and sold under the Plan, the number
and kind of shares under option in outstanding stock option
agreements and the purchase price per share thereof shall be
appropriately adjusted consistent with such change. The
determination of the Committee as to any adjustment shall be
final and conclusive.
11. EXERCISE OF OPTIONS
Each option may be exercised at any time during its option
period, but not earlier than two years from the date of the
grant, subject to the restrictions in this section and in the
stock option agreement under which it is issued. Notwithstanding
any other provision of the Plan, no Incentive Stock Option shall
be exercisable while there is outstanding any other Incentive
Stock Option which was previously granted to the optionee to
purchase shares of the Company or of any other corporation which,
on the date of grant of the option, was a parent or subsidiary of
the Company, or of any predecessor of such parent or subsidiary.
12. PAYMENT FOR OPTIONS
Within five business days following the date of exercise,
the optionee shall make full payment of the option price (i) in
cash; (ii) with the consent of the Committee, by tendering
previously acquired shares of stock (valued at
<PAGE> 15
their fair market value, as determined by the Committee, as of the date of
exercise) or (iii) with the consent of the Committee, or any
combination of (i) and (ii).
13. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN
The Board of Directors may amend, modify or terminate the
Plan, at any time; provided, however, that no such action of the
Board of Directors, without approval of the shareholders may (a)
increase the total number of shares of stock for which options
may be granted under the Plan, except as contemplated in Section
10, (b) permit the granting of Incentive Stock Options to anyone
other than a key employee of the Company or its subsidiaries, (c)
decrease the minimum option price with respect to Incentive Stock
Options, (d) increase the maximum option periods with respect to
Incentive Stock Options, (e) increase, with respect to Incentive
Stock Options, the maximum per optionee set in Section 9, (f)
withdraw the administration of the Plan from the Committee, or
(g) permit any person while a member of the Committee to be
eligible to receive or hold an option under the Plan. In
addition, in its initial adoption of the Plan following an
approval by the voting of shareholders of the Company, the Board
of Directors may amend the terms of the Plan in any way with
respect to Incentive Stock Options which does not violate the
prohibitions in the preceding sentence or which does not effect a
substantive change in the Plan with respect to Incentive Stock
Options. No amendment, modification or termination of the Plan
shall in any manner affect any option theretofore granted to an
optionee under the Plan without the consent of the optionee or
the transferee of such option.
<PAGE> 16
14. TERM OF THE PLAN
The Incentive Stock Option Plan shall become effective on
the date of its adoption by the Board of Directors following the
approval of the Plan by the holders of a majority of the shares
of stock of the Company entitled to vote at the annual meeting of
shareholders on February 27, 1995. The Plan shall terminate ten
years, less one day, from the effective date of the Plan, or on
such earlier date as may be determined by the Board of Directors.
Termination of the Plan, however, shall not affect the rights of
options under options therefore granted to them, and all
unexpired options shall continue in force and operation after
termination of the Plan except as they may lapse or be terminated
by their own terms and conditions.
15. NON-STATUTORY OPTIONS
Included in the Plan are potential non-statutory options
which, it is recognized, may, by separate action of the Board of
Directors, be granted, subject to provisions and conditions
established by the Board, to key persons for whom the Plan does
not suffice or for those who do not qualify for the Plan because
of not being employees of Greif Bros. Corporation or of any of
its subsidiaries.
16. REGISTRATION OF OPTIONED SHARES
During the two-year period in which the holder of an option
is not authorized to exercise the option, the Company
contemplates registering under the provisions of the Securities
and Exchange Act of 1934 sufficient Class A
<PAGE> 17
Shares out of its treasury to satisfy the outstanding options. If
this proves impractical, some other method of issuing the shares will be
investigated.
(Registrant's Note: The Stock Option Committee of the Board of
Directors of the Company, consisting of disinterested directors,
has granted to officers and employees of the Company incentive
stock options for 361,600 Class A Common shares and a non-
statutory option to a non-employee for 10,000 shares. None of
these options have been exercised, and the earliest possible date
of exercise of any of these options is April 17, 1997.)
<PAGE> 18
EXHIBIT 4.2
Copy of Amendment to the Company's Certificate of Incorporation
setting forth the current provisions covering the Class A and
Class B Common Stock. Said amendment was adopted by the
stockholders at their meeting on February 27, 1995.
<PAGE> 19
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
<PAGE> 20
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
Thirty-One and One-Quarter Cents ($.3125) 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 Thirty-One and One-
Quarter Cents ($.3125) for each share of Class B Common Stock;
and after such payment in full to the Class A Common Stock, and
the sum of Thirty-One and One-Quarter Cents ($.3125) 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,
<PAGE> 21
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
<PAGE> 22
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.
<PAGE> 23
EXHIBIT 5
March 28, 1997
Greif Bros. Corporation
621 Pennsylvania Avenue
Delaware, Ohio 43015
Ladies and Gentlemen:
You have requested our opinion as Counsel for Greif Bros.
Corporation, a Delaware corporation (the "Company"), in
connection with the registration under the Securities Act of
1933, as amended, and the Rules and Regulations promulgated
thereunder, and the public offering by the Company of up to
1,000,000 shares of Class A Common Stock issuable upon exercise
of options granted under the Company's Incentive Stock Option
Plan.
We have examined the Company's Registration Statement of
Form S-8 in the form to be filed with the Securities and Exchange
Commission on or about April 1, 1997 (the "Registration
Statement"). We further have examined the Certificate of
Incorporation of the Company as certified by the Secretary of
State of the State of Delaware, the Bylaws and the minute books
of the Company as a basis for the opinion hereafter expressed.
Based on the foregoing examinations, we are of the opinion
that, upon issuance and sale in the manner described in the
Registration Statement, the shares of Common Stock covered by the
Registration Statement will be legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
HULL AND HULL
By_/s/ Allan Hull
Allan Hull
<PAGE> 24
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November
27, 1996 which appears on page 33 of Greif Bros. Corporation's
Annual Report on Form 10-K for the year ended October 31, 1996.
We also consent to the incorporation by reference of our report
on the Financial Statement Schedules, which appears on page 51 of
such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
Columbus, Ohio
May 9, 1997
<PAGE> 25
EXHIBIT 24
GREIF BROS. CORPORATION
POWER OF ATTORNEY
For Form S-8 Registration Statements
The undersigned, a director or officer of Greif Bros.
Corporation, a Delaware corporation (the "Company"), hereby
constitutes and appoints Michael J. Gasser and each of his
successors to the office of Chief Executive Officer of the
Company, and each of them, my true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for me and in my name, place, and stead, in my capacity as
director or officer of the Company, to execute any and all of the
Company's Registration Statements on Form S-8, and any and all
amendments thereto (including post-effective amendments), to
register under the Securities Act of 1933, as amended (the
"Securities Act"), any shares of Class A Common Stock of the
Company for sale under, and pursuant to, any and all of the
Company's current or hereafter adopted or approved stock option
plans or other "employee benefit plans" (as such term is defined
under Rule 405 promulgated under the Securities Act), as such
plans are currently amended or shall hereafter be amended,
including without limitation the Company's Incentive Stock Option
Plan and 1996 Directors Stock Option Plan, and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
The undersigned has executed and delivered this Power of
Attorney on April 8, 1997.
/s/ Charles R. Chandler Director
Signature Position (s) with the Company
Charles R. Chandler
Print or Type Name
(Signatures continued on next page)
<PAGE>26
EXHIBIT 24 (continued)
/s/ Michael H. Dempsey Director
Signature Position(s) with the Company
Michael H. Dempsey
Print or Type Name
/s/ Naomi C. Dempsey Director
Signature Position(s) with the Company
Naomi C. Dempsey
Print or Type Name
/s/ Daniel J. Gunsett Director
Signature Position(s) with the Company
Daniel J. Gunsett
Print or Type Name
/s/ Allan Hull Director
Signature Position(s) with the Company
Allan Hull
Print or Type Name
/s/ Robert C. Macauley Director
Signature Position(s) with the Company
Robert C. Macauley
Print or Type Name
/s/ David J. Olderman Director
Signature Position(s) with the Company
David J. Olderman
Print or Type Name
/s/ J Maurice Struchen Director
Signature Position(s) with the Company
J Maurice Struchen
Print or Type Name
