As filed with the Securities and Exchange Commission on September 19, 2000
Registration No. 333-____________
UNITED STATES
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
425 Winter Road, Delaware, Ohio 43015
(Address of Principal Executive Offices) (Zip Code)
Greif Bros. Corporation Production Associates 401(k) Retirement Plan and Trust
(Full title of the plan)
Copy to:
Michael J. Gasser Elizabeth Turrell Farrar, Esq.
Greif Bros. Corporation Vorys, Sater, Seymour and Pease LLP
425 Winter Road 52 East Gay Street
Delaware, Ohio 43015 P.O. Box 1008
(Name and address of agent for service) Columbus, Ohio 43216-1008
(740) 549-6000
(Telephone number, including area code, of agent for service)
__________________________________
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered (1) registered per share (2) price (2) fee
<S> <C> <C> <C> <C>
Class A Common Stock,
Without Par Value 500,000 $29.28 $14,640,000.00 $3,864.96
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h) promulgated
under the Securities Act of 1933, as amended, and computed on the basis of
$29.28, which price is the average of the high and low sales prices of the
Class A Common Stock as reported on The Nasdaq National Market on September
15, 2000.
</TABLE>
Index to Exhibits at Page 10.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report on Form 10-K for the fiscal year ended October 31, 1999 of
Greif Bros. Corporation (the "Registrant") and all other reports filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since that date are hereby
incorporated by reference.
The description of the Registrant's Class A Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated November 7, 1995, and all
amendments or reports filed by the Registrant with the Commission for the
purpose of updating such description, are hereby incorporated by reference.
Any definitive proxy statement or information statement filed pursuant to
Section 14 of the Exchange Act and all documents which may be filed with the
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act subsequent
to the date hereof and prior to the completion of the offering contemplated
hereby, shall also be deemed to be incorporated herein by reference and to
be made a part hereof from the date of filing of such documents; provided,
however, that no report of the Compensation Committee of the Board of
Directors of the Registrant on executive compensation and no performance
graph included in any proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act shall be deemed to be incorporated herein
by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") sets forth
conditions and limitations governing the indemnification of officers, directors
and other persons. Indemnification against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement is permitted in third
party actions where the indemnified person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and in criminal actions, where he had no reasonable cause to
believe his conduct was unlawful. Indemnification against expenses (including
attorneys' fees) is also permitted in lawsuits brought by or on behalf of the
corporation if the standards of conduct described above
<PAGE> 3
are met, except that no indemnification is permitted in respect of any matter
in which the person is adjudged to be liable to the corporation unless a court
determines that indemnification is fair and reasonable in view of all the
circumstances of the case. In cases where indemnification is permissive, a
determination as to whether the person met the applicable standard of conduct
must be made either by the court, by a majority vote of the disinterested
directors (or by a committee thereof designated by majority vote of the
disinterested directors), by independent legal counsel or by the stockholders.
Indemnification against expenses (including attorneys' fees) actually and
reasonably incurred by directors and officers is required under Section 145
of the DGCL in those cases where the person to be indemnified has been
successful on the merits or otherwise in defense of a lawsuit of the type
described above. Such indemnification rights are specifically not deemed to
be exclusive of other rights of indemnification by agreement or otherwise and
the corporation is authorized to advance expenses incurred prior to the final
disposition of a matter upon receipt of an undertaking to repay such amounts
following a determination that indemnification was not permitted in the
circumstances of the case.
ARTICLE V of the Amended and Restated By-Laws of the Registrant contains
certain indemnification provisions adopted pursuant to the authority contained
in Section 145 of the DGCL. ARTICLE V provides in pertinent part:
ARTICLE V
Indemnification and Insurance
Section 1. Indemnification in Non-Derivative Actions. The Corporation
shall indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than an
action by or in the right of the Corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her conduct
was unlawful.
<PAGE> 4
Section 2. Indemnification in Derivative Actions. The Corporation shall
indemnify any person who was or is a party, or is threatened to be made a
party to any threatened, pending, or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless, and only to the extent
that the Court of Chancery, or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the Court of
Chancery or such other court shall deem proper.
Section 3. Indemnification as Matter of Right. To the extent that a
director, officer, employee or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
Sections 1 and 2 of this Article VI [sic], or in defense of any claim, issue,
or matter therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith.
Section 4. Determination of Conduct. Any indemnification under
Sections 1 and 2 of this Article VI [sic], unless ordered by a court, shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he had met the applicable
standard of conduct set forth in Sections 1 and 2 of this Article VI [sic].
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of Directors of the Corporation who were not
parties to such action, suit, or proceeding, or (b) if such a quorum is not
obtainable or if a quorum of disinterested Directors so directs, by
independent legal counsel in written opinion, or (c) by the stockholders.
Section 5. Advance Payment of Expenses. Expenses incurred in
defending any civil or criminal action, suit, or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount, if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article VI [sic].
<PAGE> 5
Section 6. Nonexclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this
Article VI [sic] shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested Directors, or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office.
Under Section 145 of the DGCL and Section 7 of Article V of the Registrant's
Amended and Restated By-Laws, the Registrant may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Registrant, or who, while serving in such capacity, is or was
at the request of the Registrant, a director, officer, employee or agent of
another corporation or legal entity or of an employee benefit plan, against
liability asserted against or incurred by such person in any such capacity
whether or not the corporation would have the power to provide indemnity
under Section 145 of DGCL or Article V of the Registrant's Amended and
Restated By-Laws. The Registrant has purchased insurance coverage under a
policy which insures directors and officers against certain liabilities which
might be incurred by them in such capacity.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto at page 10.
The undersigned Registrant hereby undertakes to submit the Greif Bros.
Corporation Production Associates 401(k) Retirement Plan and Trust and any
amendments thereto, or cause the Greif Bros. Corporation Production Associates
401(k) Retirement Plan and Trust and any amendments thereto to be submitted,
to the Internal Revenue Service (the "IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the Plan and any
amendments thereto under Section 401 of the Internal Revenue Code of 1986,
as amended.
<PAGE> 6
Item 9. Undertakings.
A. The undersigned 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; and
(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 with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 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 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.
<PAGE> 7
B. The undersigned 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 Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934 on behalf of the
Greif Bros. Corporation Production Associates 401(k) Retirement Plan and
Trust) 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 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 of this Part II,
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 Act 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 Act and will be governed by the final adjudication of such
issue.
<PAGE> 8
SIGNATURES
The Registrant. 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 18th
day of September, 2000.
GREIF BROS. CORPORATION
By: /s/ Michael J. Gasser
Michael J. Gasser, Chairman of the
Board of Directors and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 18th day of September, 2000.
Signature Title
/s/ Michael J. Gasser Chairman of the Board of Directors
Michael J. Gasser and Chief Executive Officer
Joseph W. Reed* Chief Financial Officer and
Joseph W. Reed Secretary (Principal Financial
Officer)
John K. Dieker* Corporate Controller (Principal
John K. Dieker Accounting Officer)
Charles R. Chandler* Director
Charles R. Chandler
Michael H. Dempsey* Director
Michael H. Dempsey
*By Power of Attorney
/s/ Michael J. Gasser
Michael J. Gasser
(Attorney-in-Fact)
<PAGE> 9
Naomi C. Dempsey* Director
Naomi C. Dempsey
Daniel J. Gunsett* Director
Daniel J. Gunsett
John C. Kane* Director
John C. Kane
Robert C. Macauley* Director
Robert C. Macauley
David J. Olderman* Director
David J. Olderman
William B. Sparks, Jr.* Director
William B. Sparks, Jr.
*By Power of Attorney
/s/ Michael J. Gasser
Michael J. Gasser
(Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 September 18, 2000.
GREIF BROS. CORPORATION PRODUCTION
ASSOCIATES 401(k) RETIREMENT PLAN AND
TRUST
By: /s/ Michael L. Roane
Michael L. Roane, Plan Administrator
<PAGE> 10
INDEX TO EXHIBITS
Exhibit No. Description Page No.
23(a) Consent of Ernst & Young LLP *
23(b) Consent of PricewaterhouseCoopers LLP *
24 Powers of Attorney *
___________________
*Filed herewith
