U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1996 Commission File Number 1-566
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, Ohio 43015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 614-363-1271
Securities registered pursuant to Section 12 (b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Class "A" Common Stock Chicago Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
Title of Each Class
Class "A" Common Stock
Class "B" Common Stock
GREIF BROS. CORPORATION
FORM 10-K/A
Item 10. Directors and Executive Officers of Registrant
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).
Item 11. Executive Compensation
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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GREIF BROS. CORPORATION
(Registrant)
Date January 27, 1997 By
John K. Dieker
Controller
