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GREIF BROS. CORPORATION
621 PENNSYLVANIA AVENUE
DELAWARE, OHIO 43015
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To The Stockholders of
GREIF BROS. CORPORATION:
Notice is hereby given that pursuant to a Resolution of the Board
of Directors, a special meeting of the stockholders of Greif Bros. Corporation
will be held at the principal office of the Company, 1209 Orange Street,
Wilmington, Delaware, on the 27th day of February, 1995, at 4:00 o'clock P.M.,
E.S.T., for the purpose of considering and acting upon a proposed two-for-one
stock split of both Class A Common and Class B Common shares, by a proposed
amendment to the Certificate of Incorporation of said Company as set forth in
a copy of the Resolution of the Board of Directors which appears on pages 10
through 12 of the accompanying proxy statement and made a part of this notice.
Only stockholders of record at the close of business on February
6, 1995, will be entitled to vote.
Since a majority of the outstanding stock of each class, voting
separately, is required for the proposed stock split, it is important that
your shares be represented at the special meeting. Therefore, although you
may presently plan to attend this special meeting, we hope that you will sign
the enclosed form of proxy and return it promptly in the enclosed envelope.
This will not limit your right to vote in person at the special meeting.
J. P. Conroy
Secretary
January 27, 1995
GREIF BROS. CORPORATION
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 27, 1995
To the Stockholders of Greif Bros. Corporation:
1. At the special meeting to be held on February 27, 1995, at
4:00 P.M., E.S.T., consideration will be given for the adoption of a proposed
amendment to the Certificate of Incorporation. This proxy statement and proxy
form is first sent to the Class A and Class B shareholders on January 27,
1995.
The Proposed Amendment
A Two-For-One Stock Split of both Class A Common Stock and Class B
Common Stock, Majority Vote of Outstanding Class A Common Shares and Class B
Common Shares, Voting Separately by Classes, Required for Adoption.
The Amendment to the Fourth Article of the Certificate of
Incorporation as proposed by the Board of Directors, if adopted, will split
both of the present classes of common stock, Class A Common and Class B
Common, on a basis of 2 new shares for each of the present shares. The actual
wording of the proposed amendment to be submitted appears in the Resolution of
the Board of Directors, printed on pages 10 through 12 of this report and is
made a part of the Proxy Statement by reference.
In brief, the amendment which will be submitted separately to each
class of shareholders provides for a two-for-one split of the Class A and
Class B Common Stock, without in any other way affecting the rights of the
shareholders of each class, or the relation between the classes. If the
amendment receives a majority of the votes of the issued and outstanding
shares of both classes of common stock, voting separately, then the amendment
will be declared adopted and recorded as required by Delaware law.
Abstentions and failure to receive proxies from brokerage holders
will not be counted toward the necessary number of votes. The votes will be
counted by the inspectors of election, appointed at the meeting by the
Chairman, who are expected to be employees of The Corporation Trust Company,
Wilmington, Delaware.
The effect of the amendment, if adopted, will be that each Class A
shareholder will have two shares of Class A Common Stock for each share of
Class A stock formerly held, and that each Class B shareholder will have two
shares of Class B Common Stock for each share of Class B stock formerly held.
However, each of the shares will have precisely one-half of the rights in
dividends and in liquidation that each share formerly had.
The effect of the amendment will be to leave each shareholder of
either class in precisely the same position as before the amendment, and to
leave the relation between the two classes of shareholders identical with that
before the amendment. It may be said in summary that the change produced by
the amendment, although desirable, is only a change of form.
Reason for Proposed Amendment
Increased Marketability of Shares
In the opinion of the Board of Directors, the adoption of the
proposed amendment will tend to broaden the marketability of the Corporation's
stock, by increasing the number of shares outstanding, which will necessarily
lower the price per share.
Increased marketability, it is believed, will enhance the
possibility of utilizing corporate stock in future acquisitions, or in raising
additional capital through equity financing. There are presently, however, no
specific plans calling for any such utilization.
Shareholders should recognize that, in any transfer of shares
involving brokerage commissions, a transfer either by sale or purchase will
represent a transfer of a double number of shares than would have existed
prior to the adoption of the amendment. As a consequence, it is extremely
likely that the brokerage commissions would be somewhat higher, but inasmuch
as all brokers' commissions presently are subject to negotiation, it is not
possible to make a definitive statement as to how much these additional costs
would amount to in any particular instance.
Number of Outstanding Securities Entitled to Vote:
Class A Common --- 5,436,586 Shares
Class B Common --- 6,652,274 Shares
There are outstanding, as of the 6th day of February, 1995,
5,436,586 shares of Class A Common Stock without par value, excluding
5,133,894 treasury shares. The affirmative vote of a majority in interest of
all the outstanding shares of the Class A Common Stock is required under the
law of Delaware for the adoption of any proposed amendment (such as the
proposed amendment) to the Certificate of Incorporation which would alter or
change the preferences, special rights or powers given to Class A Common Stock
by the Certificate of Incorporation so as to affect such class of stock
adversely, or which would increase or decrease the amount of the authorized
stock of such class, or would increase or decrease the par value thereof.
Each share of Class A Common Stock is therefore entitled by law to cast one
vote on the proposed amendment, which may be given in person or by proxy
authorized in writing.
The outstanding Class B Common Stock without par value of the
Company, excluding 1,987,726 treasury shares, consisted of 6,652,274 shares on
the 6th day of February, 1995. Each outstanding share is entitled to one vote
upon the proposed amendment, which may be given in person or by proxy
authorized in writing.
In summary, both classes of stock will vote separately on the
proposed amendment, with an affirmative majority of both classes needed for
adoption.
Record Date February 6, 1995
No Preemptive Rights
Only shareholders of record as of the Close of business on
February 6, 1995 will be entitled to vote. Treasury shares will not be voted.
Those shareholders who become shareholders of record between the date of this
proxy statement and February 6, 1995 will be mailed a copy of the notice of
the meeting, the proxy statement and the proxy form as soon as their names
become known to the Corporation.
Stockholders of the Corporation do not have preemptive rights to
subscribe to any shares issued by the Corporation.
Effect upon Capital Structure of Passage of the Proposed Amendment
The following tabulation shows the effect upon the Corporation's
capital structure of the adoption of the proposed amendment.
Capital Stock as Presently Constituted
before Proposed Amendment
Class A Class B
Common Stock Common Stock
Authorized 16,000,000 shares 8,640,000 shares
Issued 10,570,480 shares 8,640,000 shares
In Treasury 5,133,894 shares 1,987,726 shares
Issued and
Outstanding
(Excluding
Treasury
Shares) 5,436,586 shares 6,652,274 shares
Capital Stock as It would be Constituted
if the Proposed Amendment is Adopted
Class A Class B
Common Stock Common Stock
Authorized 32,000,000 shares 17,280,000 shares
Issued 21,140,960 shares 17,280,000 shares
In Treasury 10,267,788 shares 3,975,452 shares
Issued and
Outstanding
(Excluding
Treasury
Shares) 10,873,172 shares 13,304,548 shares
Under the governing rules of the Corporation, the issuance, at any
time, of any authorized but unissued shares of either class of common stock of
the Corporation rests in the sole discretion of the Board of Directors and
requires no further shareholder action. There are presently 5,429,520
authorized but unissued shares of Class A Common Stock, which, after the
adoption of the proposed amendment, will number 10,859,040. There are, and
will be, after the adoption of the proposed amendment, no authorized but
unissued Class B Common Shares.
The Board of Directors also has full discretion, without
shareholder action, in the disposition of any Class A or Class B Common Stock
held in the treasury.
It is the intention of the Corporation to seek a listing of the
new Class A Common Shares upon the Chicago Stock Exchange where the present
Class A Common Shares are now listed.
Delaware Law Provides no Appraisal
Rights for Dissenting Shareholders
Shareholders dissenting from the adoption of the proposed
amendment have no appraisal rights under the statutes of Delaware.
Holders of More than 5% of the Outstanding
Class A Common and Class B Common Shares of the Corporation
Following is a tabulation of the holders, known to the
Corporation, of 5% or more of the outstanding Class A Common Shares, of record
(and presumably beneficially):
Title of Amount Beneficially Percent of Class
Class of Stock Name and Address Owned Outstanding
Class "A" Cede & Co.* 4,276,691 78.7%
Class "A" Gamco Investors, Inc. 1,184,675 21.8%
One Corporate Center
Rye, New York
Class "A" Pioneer Fund 600,000 11.0%
60 State Street
Boston, Massachusetts
Class "A" Societe Generale Asset 279,300 5.1%
Management Corp.
50 Rockefeller Plaza
New York, New York
*Understood to be a nominee for others.
Following is a tabulation of the holders, known to the
Corporation, of 5% or more of the outstanding Class B Common Shares, either of
record or beneficially.
Title of Amount Beneficially Percent of Class
Class of Stock Name and Address Owned Outstanding
Class "B" Naomi C. Dempsey 3,021,618 45.4%
782 W. Orange Road
Delaware, Ohio
Class "B" John C. Dempsey** 1,071,520 16.1%
621 Pennsylvania Avenue
Delaware, Ohio
Class "B" Macauley & Company 1,200,000 18.0%
161 Cherry Street
New Canaan, Connecticut
**831,520 or 12.5% of these shares are held by Naomi C. Dempsey as successor
trustee in the Naomi A. Coyle Trust.
The following ownership of each class of equity securities existed
as of January 27, 1995 for each director and highest paid officers:
Title of Amount Beneficially Percent of Class
Class of Stock Name Owned Outstanding
Class "A" Charles R. Chandler 200 0%
Class "A" Paul H. DeCoster 200 0%
Class "A" Michael J. Gasser 0 0%
Class "A" Allan Hull 0 0%
Class "A" Robert C. Macauley 0 0%
Class "A" J Maurice Struchen 0 0%
Class "A" John P. Berg 5,500 0.09%
Class "A" Ralph A. Kelley 0 0%
Class "B" Charles R. Chandler 2,000 0.03%
Class "B" Paul H. DeCoster 0 0%
Class "B" Michael J. Gasser 5,899 0.09%
Class "B" Allan Hull 74,800 1.12%
Class "B" Robert C. Macauley 1,200,000 18.04%
Class "B" J Maurice Struchen 1,000 0.02%
Class "B" John P. Berg 0 0%
Class "B" Ralph A. Kelley 500 0.01%
The following ownership of each class of equity securities existed
as of January 27, 1995 for all officers and directors:
Title of Amount Beneficially Percent of Class
Class of Stock Owned Outstanding
Class "A" 10,172 0.19%
Class "B" 1,350,785 20.30%
Financial Statements Deemed Unnecessary
for Decision as to Vote on the Proposed Amendment
Because the effect of the proposed amendment will be to leave each
shareholder of either class in the same economic position as before, it is
deemed unnecessary, from the standpoint of the exercise of prudent judgment,
to furnish financial statements with this proxy statement. However, financial
statements of the Company are on file with the Securities and Exchange
Commission and with the Chicago Stock Exchange. There are no dividends in
arrears on any share, nor is any security of the Company in default in
principal or interest.
The Corporation's most recent 10-K report to the Securities and
Exchange Commission contains financial data and also lists and contains
information relating to officers and directors of the Corporation. This
report is available from the Corporation on request from any shareholder of
record. Written requests should be directed to Secretary, Greif Bros.
Corporation, 621 Pennsylvania Avenue, Delaware, Ohio 43015.
Proxies Solicited by Management;
Proxies Revocable; Cost of Solicitation to be
Borne by Corporation
The proxy enclosed with this statement is solicited by and on
behalf of the management of Greif Bros. Corporation. A person giving the
proxy has the power to revoke it.
The expense for soliciting proxies for this special meeting of the
stockholders is to be paid by the treasurer out of the funds of the
Corporation. Solicitations of proxies also may be made by personal calls upon
or telephone or telegraphic communications with shareholders, or their
representatives, by not more than five officers or regular employees of the
Company who will receive no compensation therefor other than their regular
salaries. Corporation Investors Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey may later be asked to aid in further solicitation
of proxies, if such appears desirable. No arrangement for such solicitation
assistance has yet been made.
Possible Adjournment of Meeting
In the event insufficient proxies have been received by the
scheduled time of the meeting to provide a majority of votes of the
outstanding shares of either class, the meeting may be adjourned pending the
receipt of additional proxies.
Change of Control During Company's Last
Complete Fiscal Year
During the Company's last fiscal year ended October 31, 1994, the
control of the Company changed from John C. Dempsey to Naomi C. Dempsey due to
the circumstances described below. On June 10, 1994 a current report on Form
8-K relating to this change was mailed to the Securities and Exchange
Commission and to all shareholders of record.
Until approximately June, 1994, Mr. Dempsey had exercised complete
voting control of the Company, primarily through voting trusts from many
stockholders holding beneficial ownership of the Company's Class B Common
Stock, as well as shares held by him as trustee under a trust established in
1944 by Naomi A. Coyle. The percentage of voting securities beneficially
owned by Naomi C. Dempsey is stated elsewhere in this proxy statement.
As a result of a progressive illness, Mr. Dempsey became unable to
continue to act in a trustee capacity and, as a consequence, voting control of
the Company passed to Naomi C. Dempsey, 782 W. Orange Road, Delaware, Ohio
43015, the beneficial owner of 3,021,618 shares of the Class B Common Stock,
and successor trustee to Mr. Dempsey of the 831,520 Class B shares held in the
Naomi A. Coyle Trust.
There are presently 6,652,274 Class B Common Shares outstanding.
The Class B Common shares are normally the only shares entitled to vote.
No Other Matters to be Submitted to the Special Meeting
The management knows of no matters to be presented at the
aforesaid special meeting other than the amendment proposed above.
J. P. Conroy
Secretary
January 27, 1995
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 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 Fifteen and Five-Eighth Cents ($.15625) for
each share of such Class A Common Stock before any distribution or payment
shall be made to the Class B Common Stock, and after such payment in full to
the Class A Common Stock, as aforesaid, the Class B Common Stock shall be
entitled to be paid the sum of Fifteen and Five-Eighth Cents ($.15625) for
each share of Class B Common Stock; and after such payment in full to the
Class A Common Stock, and the sum of Fifteen and Five-Eighth Cents ($.15625)
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, 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.
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.
Proxy No. 0001
CLASS A PROXY
PROXY SOLICITED BY MANAGEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF GREIF BROS. CORPORATION
CALLED FOR FEBRUARY 27, 1995
This Proxy is Solicited on Behalf of Management
The undersigned, being the record holder of Class A Common Stock
and having received the Notice of Meeting and Proxy Statement dated February
6, 1995, appoints Charles R. Chandler, Paul H. DeCoster, Michael J. Gasser,
Allan Hull, Robert C. Macauley and J Maurice Struchen and each or any of them
as proxies, with full power of substitution, to represent the undersigned to
vote all shares of Class A Common Stock of Greif Bros. Corporation, which the
undersigned is entitled to vote at the special meeting of the Stockholders of
the Corporation to be held at 1209 Orange Street, Wilmington, Delaware, at
4:00 o'clock P.M., E.S.T., on February 27, 1995, and at any adjournment
thereof; as follows:
Adoption of the Proposed Amendment to Article Fourth of the
Certificate of Incorporation, Splitting Both Class A Common and Class B Common
Stock Two-for-One.
FOR AGAINST
(The Management urges you to vote for the amendment.)
Record Holder Number of Class A Shares Held
Dated , 1995
Please date and sign proxy exactly as your name appears above,
joint owners should each sign personally. Trustees and others signing in a
representative capacity should indicate the capacity in which they sign.
Proxy No. 0001
CLASS B PROXY
PROXY SOLICITED BY MANAGEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF GREIF BROS. CORPORATION
CALLED FOR FEBRUARY 27, 1995
This Proxy is Solicited on Behalf of Management
The undersigned, being the record holder of Class B Common Stock
and having received the Notice of Meeting and Proxy Statement dated February
6, 1995, appoints Charles R. Chandler, Paul H. DeCoster, Michael J. Gasser,
Allan Hull, Robert C. Macauley and J Maurice Struchen and each or any of them
as proxies, with full power of substitution, to represent the undersigned to
vote all shares of Class B Common Stock of Greif Bros. Corporation, which the
undersigned is entitled to vote at the special meeting of the Stockholders of
the Corporation to be held at 1209 Orange Street, Wilmington, Delaware, at
4:00 o'clock P.M., E.S.T., on February 27, 1995, and at any adjournment
thereof; as follows:
Adoption of the Proposed Amendment to Article Fourth of the
Certificate of Incorporation, Splitting Both Class A Common and Class B Common
Stock Two-for-One.
FOR AGAINST
(The Management urges you to vote for the amendment.)
Record Holder Number of Class B Shares Held
Dated , 1995
Please date and sign proxy exactly as your name appears above,
joint owners should each sign personally. Trustees and others signing in a
representative capacity should indicate the capacity in which they sign.