As filed with the Securities and Exchange Commission on April 18, 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. 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, 500,000 $31.40625 $15,703,125.00 $4,145.63
Without Par Value
<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.
<FN>
(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
$31.40625, 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
April 13, 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 require-
ments 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. 401(k) Retirement Plan and Trust, or cause the
Greif Bros. 401(k) Retirement Plan and Trust 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 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. 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 April, 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
April, 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 admin-
ister the employee benefit plan) have duly caused this Registra-
tion Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Delaware, State of
Ohio, on April 18, 2000.
GREIF BROS. 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
<PAGE> 11
Exhibit 23(a)
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Greif Bros. 401(k) Retirement Plan and Trust
of our reports dated December 6, 1999, with respect to the consolidated
financial statements and schedule of Greif Bros. Corporation included in
its Annual Report (Form 10-K) for the year ended October 31, 1999, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Columbus, Ohio
April 12, 2000
<PAGE> 12
Exhibit 23(b)
Consent of PricewaterhouseCoopers LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 4, 1998 relating to
the consolidated balance sheet of Greif Bros. Corporation as of October 31,
1998 and the related consolidated statements of income, shareholders' equity
and cash flows for each of the two years in the period ended October 31,
1998, which is included in the Annual Report on Form 10-K for the year ended
October 31, 1999.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
April 17, 2000
<PAGE> 13
Exhibit 24
Powers of Attorney
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 29th day of February, 2000.
/s/ Michael J. Gasser
Michael J. Gasser
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 29th day of February, 2000.
/s/ Joseph W. Reed
Joseph W. Reed
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 29th day of February, 2000.
/s/ John K. Dieker
John K. Dieker
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 29th day of February, 2000.
/s/ Charles R. Chandler
Charles R. Chandler
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 29th day of February, 2000.
/s/ Michael H. Dempsey
Michael H. Dempsey
<PAGE> 20
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as her true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for her and in her name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 she might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or her or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
her hand as of this 29th day of February, 2000.
/s/ Naomi C. Dempsey
Naomi C. Dempsey
<PAGE> 21
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 29th day of February, 2000.
/s/ Daniel J. Gunsett
Daniel J. Gunsett
<PAGE> 22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 2nd day of March, 2000.
/s/ John C. Kane
John C. Kane
<PAGE> 23
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 1st day of March, 2000.
/s/ Robert C. Macauley
Robert C. Macauley
<PAGE> 23
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 29th day of February, 2000.
/s/ David J. Olderman
David J. Olderman
<PAGE> 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of GREIF BROS. CORPORATION, a Delaware
corporation, which is about to file with the Securities and
Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Greif Bros. 401(k) Retirement
Plan and Trust, hereby constitutes and appoints Michael J. Gasser
and William B. Sparks, Jr., and each of them, as his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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 he might or
could do in person, hereby ratifying and confirming all things
that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand as of this 29th day of February, 2000.
/s/ William B. Sparks, Jr.
William B. Sparks, Jr.
