SEC Filing | Greif, Inc.

1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 1995 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: None (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months , and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of December 15, 1995: Class A Common Stock 10,873,172 shares Class B Common Stock 12,001,793 shares Documents Incorporated by Reference Document Incorporated into Portions of Annual Report to Shareholders Part I, Part II, Part IV for the year ended October 31, 1995

2 PART I Item 1. Business Information on the nature, type of business and industry segments, contained on pages 43-45 in the Company's 1995 Annual Report to Shareholders, is incorporated in the Form 10-K Annual Report.* Item 2. Properties The following are the Company's principal locations and products manufactured. Location Products Manufactured Alabama Cullman Steel drums and machine shop Good Hope Research center Mobile Fibre drums Arkansas Batesville (1) Fibre drums California Commerce (2) Corrugated honeycomb Fontana Steel drums LaPalma Fibre drums Morgan Hill Fibre drums Sacramento General office Stockton Corrugated honeycomb Stockton Wood cut stock Georgia Macon Corrugated honeycomb Tucker Fibre drums Illinois Blue Island Fibre drums Chicago Steel drums Joliet Steel drums Lombard General office Northlake Fibre drums and plastic drums Posen Corrugated honeycomb Indiana Albany (3) Corrugated containers *Except as specifically indicated herein, no other data appearing in the Company's 1995 Annual Report to Shareholders is deemed to be filed as part of this Form 10-K Annual Report.

3 Item 2. Properties (continued) Location Products Manufactured Kansas Winfield Steel drums Kansas City (4) Steel drums Kansas City (5) Fibre drums Kentucky Louisville Wood cut stock Louisiana St. Gabriel Steel drums and plastic drums Maryland Sparrows Point Steel drums Massachusetts Mansfield Fibre drums Westfield Fibre drums Worcester Plywood reels Michigan Eaton Rapids Corrugated sheets Grand Rapids Corrugated sheets Mason Corrugated sheets Taylor Fibre drums Wayne Corrugated containers Minnesota Minneapolis Fibre drums Rosemount Multiwall bags St. Paul Tight cooperage St. Paul (6) General office Mississippi Durant Plastic products Jackson (7) General office Missouri Kirkwood Fibre drums Nebraska Omaha Multiwall bags

4 Item 2. Properties (continued) Location Products Manufactured New Jersey Rahway Fibre drums and plastic drums Spotswood Fibre drums Springfield (8) National accounts sales office Teterboro Fibre drums Phillipsburg Plywood reels New York Lindenhurst (9) Research center Syracuse Fibre drums and steel drums North Carolina Bladenboro Steel drums Charlotte Fibre drums Concord Corrugated sheets Ohio Caldwell Steel drums Canton (10) Corrugated containers Cleveland (11) Corrugated containers Delaware Principal office Fostoria Corrugated containers Hebron Plastic products and containers Massillon Recycled containerboard Tiffin Corrugated containers Youngstown Steel drums Zanesville Corrugated containers and sheets Oregon White City Laminated panels Pennsylvania Chester Fibre drums Darlington Fibre drums and plastic drums Hazleton Corrugated honeycomb Kelton (12) Corrugated honeycomb Reno (13) Corrugated containers Stroudsburg Rims and drum hardware Washington Corrugated containers and sheets

5 Item 2. Properties (continued) Location Products Manufactured Tennessee Kingsport Fibre drums Memphis Steel drums Texas Angleton Steel drums Fort Worth Fibre drums LaPorte Fibre drums, steel drums and plastic drums Waco Corrugated honeycomb Virginia Amherst Containerboard Washington Woodland Corrugated honeycomb and wood cut stock West Virginia New Martinsville Corrugated containers Wisconsin Sheboygan Fibre drums Canada Belleville, Ontario Fibre drums and plastic products Bowmanville, Ontario Spiral tubes Fort Frances, Ontario Spiral tubes Fruitland, Ontario Drum hardware and machine shop LaSalle, Quebec Fibre drums and steel drums Lloydminster, Alberta Steel drums, fibre drums and plastic drums Maple Grove, Quebec Pallets Milton, Ontario Fibre drums Niagara Falls, Ontario General office Pointe Aux Trembles, Quebec Fibre drums and spiral tubes Stoney Creek, Ontario Steel drums Note: All properties are held in fee except as noted below. Exceptions: ( 1) Lease expires March 31, 1997 ( 2) Lease expires March 30, 1996 ( 3) Lease expires January 31, 1998 ( 4) Lease expires June 30, 1999 ( 5) Lease expires March 31, 1999 ( 6) Lease expires December 31, 1999 ( 7) Lease expires November 30, 1995 ( 8) Lease expires September 7, 1997

6 Item 2. Properties (concluded) ( 9) Lease expires December 31, 2000 (10) Lease expires March 31, 1998 (11) Lease expires November 30, 1995 (12) Lease expires April 30, 1996 (13) Lease expires February 28, 1996 The Company also owns in fee a substantial number of scattered timber tracts comprising approximately 320,000 acres in the states of Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi and Virginia and the provinces of Nova Scotia, Ontario and Quebec in Canada. Item 3. Legal Proceedings The Company has no pending material legal proceedings. From time to time, in the business in which the Company operates, various legal proceedings arise from either the Federal, State or Local levels involving environmental sites to which the Company has shipped directly or indirectly small amounts of toxic waste such as paint solvents, etc. The Company, to date, has been classified as a "de minimis" participant and, as such, has not been subject, in any instance, to material sanctions or sanctions greater than $100,000. In addition, also from time to time, but infrequently, the Company has been cited for inadvertent violations of environmental regulations. Except for the following situation, none of these violations involve or are expected to involve sanctions of $100,000 or more. Currently, the Company's only exposure which may exceed $100,000 relates to a pollution situation at its Strother Field plant in Winfield, Kansas. A feasibility study and a remedial plan proposed by the Kansas Department of Health and Environment has set forth estimated remedial costs which could expose the Company to approximately $3,000,000 in expense under the most extreme assumptions. If the Company ultimately is required to incur this expense, a significant portion would be paid over 10 years. The Kansas site involves underwater pollution and certain soil pollution was found to exist on the Company's property. The estimated costs of the remedy currently preferred by the Kansas Authority for the soil pollution on the Company's land represents approximately $2,000,000 of the estimated $3,000,000 in expense. The final remedies have not been selected and the proposed plan is presently open for public comment. In an effort to reduce its exposure for soil pollution, the Company, believing the soil pollution has been unduly magnified and is not based upon sufficient exploratory data, has undertaken further engineering borings and analysis to attempt to define a more confined soil area subject to the proposed remediation. A reserve for $2,000,000 has been recorded by the Company during fiscal 1995.

7 Item 4. Submission of Matters to a Vote of Security Holders There have been no matters submitted to a vote of security holders. PART II Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters The following information contained in the 1995 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report:* Information concerning the principal market on which the Registrant's common stock is traded, high and low sales price of this stock for each quarterly period during the last two fiscal years and number of shareholders is contained on page 41 of the 1995 Annual Report to Shareholders. The Company generally pays five dividends of varying amounts during its fiscal year computed on the basis described in Note 4, page 34 of the 1995 Annual Report to Shareholders. The annual dividends paid for the last three fiscal years are contained on page 30. Item 6. Selected Financial Data The 5-year selected financial data, contained on page 41 of the 1995 Annual Report to Shareholders, is incorporated in this Form 10-K Annual Report.* Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following information contained in the 1995 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report:* Management's Discussion and Analysis of Liquidity and Capital Resources and Results of Operations - pages 46-50. Item 8. Financial Statements and Supplementary Data The following information contained in the 1995 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report:* The consolidated financial statements and the report thereon of management and Price Waterhouse LLP dated December 1, 1995 - pages 26 through 40. The selected quarterly financial data - page 41. *Except as specifically indicated herein, no other data appearing in the Company's 1995 Annual Report to Shareholders is deemed to be filed as part of this Form 10-K Annual Report.

8 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There has not been a change in the Company's principal independent accountants and there were no matters of disagreement on accounting and financial disclosure. PART III Item 10. Directors and Executive Officers of the Registrant The following information relates to Directors of the Company: Year first Date present Other positions became Name term expires and offices held Director Michael J. Gasser (Note: All Directors See response below. 1991 are elected annually Charles R. Chandler(A) for the ensuing year See response below. 1987 and serve until their Naomi C. Dempsey(B) successors are elec- None. 1995 ted and qualify. The Allan Hull(C) annual meeting is See response below. 1947 held on the fourth Robert C. Macauley(D) Monday of February.) See response below. 1979 William B. Sparks, Jr. See response below. 1995 J Maurice Struchen(E) None. 1993 (A) Charles R. Chandler (age 60) has been, for more than the past five years, the President and Chief Operating Officer of Virginia Fibre Corporation. He is a member of the Executive and Audit Committees. (B) Naomi C. Dempsey (age 79) is a member of the Compensation, Stock Option and Audit Committees. (C) Allan Hull is and has been, for more than the past five years, a partner and practicing attorney with Hull and Hull, Legal Counsel, Cleveland, Ohio. See below for present positions with the Company. (D) Robert C. Macauley (age 72) has been, for more than the past five years, the Chief Executive Officer of Virginia Fibre Corporation. He is a member of the Compensation Committee. He is also a director for W. R. Grace & Co.

9 Item 10. Directors and Executive Officers of the Registrant (continued) (E) J Maurice Struchen (age 75) has been, for more than the past five years, the retired former Chairman and Chief Executive Officer of Society Corporation. He is a member of the Compensation, Stock Option and Audit Committees. He is also a director for Forest City Enterprises, Inc. Mr. Gasser, for more than the past five years, has been a full-time officer of the Company (see below). Mr. Sparks was elected President and Chief Operating Officer in 1995. Prior to that time, he served as Chief Executive Officer of Down River International, Inc. (see below). The following information relates to Executive Officers of the Company (elected annually): Year first became Executive Name Age Positions and Offices Officer Michael J. Gasser 44 Chairman of the Board of 1988 Directors and Chief Executive Officer, member of the Executive and Finance Committees William B. Sparks, Jr. 54 Director, President and Chief 1995 Operating Officer, member of the Executive and Finance Committees Allan Hull 82 Director, Vice President, 1964 General Counsel, member of the Executive Com- mittee John P. Berg 75 President Emeritus, member of the 1972 Finance Committee and General Manager of Western Division Lloyd D. Baker 62 Vice President, member of the 1975 Finance Committee Leonard W. Berkheimer 61 Vice President 1990 Michael M. Bixby 52 Vice President 1980 Richard R. Caron 63 Vice President 1990 Herbert L. Carpenter, Jr. 73 Vice President, General Manager 1976 of Cullman Supply Company

10 Item 10. Directors and Executive Officers of the Registrant (continued) Year first became Executive Name Age Positions and Offices Officer John P. Conroy 66 Vice President and Secretary 1991 Edward L. Dean 60 Vice President 1985 Dwight L. Dexter 44 Vice President 1990 Richard E. Gerstner 47 Vice President 1990 Harrison C. Golway, Jr. 66 Vice President 1985 C. J. Guilbeau 48 Vice President, General Manager 1986 of Eastern Division Thomas A. Haire 47 Vice President 1991 James A. Hale 55 Vice President 1990 Ralph A. Kelley 74 Vice President 1976 Jerry D. Kidd 60 Vice President 1992 Anthony Lanza 79 Vice President 1991 Sally W. Messner 59 Vice President 1993 Philip R. Metzger 48 Treasurer 1995 John B. Pope 80 Vice President 1995 Gail T. Randich 61 Vice President 1991 Lawrence A. Ratcliffe 54 Vice President and Director 1991 of Industrial Relations Russell J. Rehark 84 Treasurer Emeritus 1972 John S. Ries 53 Vice President 1994 James T. Robinson 53 Vice President 1990 Harley G. Sasse 50 Vice President 1990 Alvis H. Snipes 90 Vice President 1947 Robert G. Straley 44 Vice President 1990

11 Item 10. Directors and Executive Officers of the Registrant (continued) Year first became Executive Name Age Positions and Offices Officer Kenneth R. Swanson 55 Vice President 1990 Ronald L. Waterman, Sr. 56 Vice President 1989 Jeffrey C. Wood 43 Vice President 1992 Except as indicated below, each Executive Officer has served in his present capacity for at least five years. Mr. John P. Conroy was elected Vice President in 1991. During 1994, Mr. Conroy was elected Secretary. Prior to 1994, he was Assistant Secretary. Mr. Conroy has been a member of the Administrative Committee since 1972. Mr. Thomas A. Haire was elected Vice President in 1991. During the last five years, he has been manager of the research facility located in Lindenhurst, New York and continues to serve in this capacity. Mr. Anthony Lanza was elected Vice President in 1991. During the last five years, he has been General Manager - Steel Drum Operations for the former Seymour & Peck Division. He currently serves in this capacity for the Eastern Division. Mr. Gail T. Randich was elected Vice President in 1991. During the last five years, he has served as Manager - Midwest Operations for the former Seymour & Peck Division. Mr. Randich continues to serve in this capacity for the Eastern Division. Mr. Lawrence A. Ratcliffe was elected Vice President in 1991. During 1994, Mr. Ratcliffe became Director of Industrial Relations. Prior to 1994, he served as Assistant Director of Industrial Relations. Mr. Jerry D. Kidd was elected Vice President in 1992. During the last five years, he has served as division purchasing manager for the former Norco and former West Coast Divisions. Mr. Kidd currently serves as division purchasing manager for the Western Division. Mr. Jeffrey C. Wood was elected Vice President in 1992. Prior to that time, he has served as a divisional fleet manager for the former East Coast Division. Mr. Wood now performs this service in a corporate capacity. In 1994, Mr. Wood was elected to the Administrative Committee. Mrs. Sally W. Messner was elected Vice President in 1993. During the last five years, she has served as tax manager for the Corporation. She continues to serve in this capacity. Mr. John S. Ries was elected Vice President in 1994. During the last five years, he has been the Division Controller for the former Norco and former West Coast Divisions. He currently serves as Division Controller for the Western Division.

12 Item 10. Directors and Executive Officers of the Registrant (concluded) Mr. Philip R. Metzger was elected Treasurer in 1995. Prior to that time, he served as Assistant Treasurer and Assistant Controller. Mr. John B. Pope was elected Vice President in 1995. During the last five years, Mr. Pope served as a manager in the corporate office. Item 11. Executive Compensation The following table sets forth the compensation for the three years ended October 31, 1995 for each of the named executive officers. Number of Stock Deferred All Options Name and Position Year Salary Bonus Compensation Other Granted Michael J. Gasser 1995 $205,615 $166,841 30,000 Chairman Chief Executive Officer 1994 $143,166 $99,999 1993 $110,040 $35,000 Charles R. Chandler 1995 $433,803 $111,977 $236,537 $219,807 10,000 Director President and Chief 1994 $414,421 $94,952 $218,411 $52,794 Operating Officer of Virginia Fibre Corporation 1993 $423,308 $126,013 $201,670 $21,294 Robert C. Macauley 1995 $316,500 $106,065 $56,222 $1,873,470 Director Chief Executive Officer of 1994 $356,750 $90,172 $40,593 $445,410 Virginia Fibre Corporation 1993 $353,550 $104,782 $33,990 $146,520 John P. Berg 1995 $146,304 $103,416 10,000 President Emeritus 1994 $140,004 $93,844 1993 $132,766 $88,532 William B. Sparks, Jr. 1995 $173,048 $105,000 20,000 Director President and Chief 1994 $140,616 $53,000 Operating Officer 1993 $134,568 $48,500

13 Item 11. Executive Compensation (continued) For many years, the Board of Directors has voted bonuses to employees, acting within its complete discretion, based upon the progress of the Company, and upon the contributions of the particular employees to that progress, and upon individual merit, which determines, in the action of the Board, the bonus a specific employee may receive, if any. Mr. Michael J. Gasser, Chairman and Chief Executive Officer, on November 1, 1995, entered into an employment agreement with Greif Bros. Corporation principally providing for (a) the employment of Mr. Gasser as Chairman and Chief Executive Officer for a term of 15 years; (b) the right of Mr. Gasser to extend his employment on a year-to-year basis until he reaches the age of 65; (c) the agreement of Mr. Gasser to devote all of his time, attention, skill and effort to the performance of his duties as an officer and employee of Greif Bros. Corporation, and; (d) the fixing of the minimum basic salary during such period of employment to the current year's salary plus any additional raises authorized by the Board of Directors within two fiscal years following October 31, 1995. Mr. William B. Sparks, Jr., President and Chief Operating Officer, on November 1, 1995, entered into an employment agreement with Greif Bros. Corporation principally providing for (a) the employment of Mr. Sparks as President and Chief Operating Officer for a term of 11 years; (b) the agreement of Mr. Sparks to devote all of his time, attention, skill and effort to the performance of his duties as an officer and employee of Greif Bros. Corporation, and; (c) the fixing of the minimum basic salary during such period of employment to the current year's salary plus any additional raises authorized by the Board of Directors within two fiscal years following October 31, 1995. Mr. Charles R. Chandler, President and Chief Operating Officer of Virginia Fibre Corporation, on August 1, 1986, entered into an employment agreement with Virginia Fibre Corporation, principally providing for (a) the employment of Mr. Chandler as President and Chief Operating Officer for a term of 15 years, (b) the agreement of Mr. Chandler to devote all of his time, attention, skill and effort to the performance of his duties as an officer and employee of Virginia Fibre Corporation, and (c) the fixing of minimum basic salary during such period of employment at $150,000 per year. During the 1988 fiscal year the employment contract of Mr. Chandler was amended to increase the minimum basic salary during the remainder of the employment period to $275,000 per year. During the 1992 fiscal year, the employment contract with Mr. Chandler was amended to give Mr. Chandler the right to extend his employment beyond the original term for up to 5 additional years. Mr. Robert C. Macauley, Chairman and Chief Executive Officer of Virginia Fibre Corporation, on August 1, 1986, entered into an employment agreement with Virginia Fibre Corporation, principally providing for (a) the employment of Mr. Macauley as Chairman and Chief Executive Officer for a term of 10 years, (b) the agreement of Mr. Macauley to devote his time, attention, skill and effort to the performance of his duties as an officer and employee of Virginia Fibre Corporation, and (c) the fixing of minimum basic salary during such period of employment at $175,000 per year. During the 1992 fiscal year, the employment contract with Mr. Macauley was amended to increase the original term to 18 years and to increase the minimum basic salary during the remainder of the employment period to $275,000 per year. Effective during fiscal 1993, no Directors' fees are paid to Directors who are full-time employees of the Company or its subsidiary companies. Directors who are not employees of the Company receive $20,000 per year plus $1,000 for each audit, compensation and stock option meeting that they attend. Supplemental to the pension benefits, Virginia Fibre Corporation has deferred compensation contracts with Robert C. Macauley and Charles R. Chandler. These contracts are designed to supplement the Company's defined benefit pension plan only if the executive retires

14 Item 11. Executive Compensation (continued) under such pension plan at or after age 65, or if the executive becomes permanently disabled before attaining age 65. No benefit is paid to the executive under this contract if death preceeds retirement. The deferred compensation is payable to the executive or his spouse for a total period of 15 years. Under the above Deferred Compensation Contracts, the annual amounts payable to the executive or his surviving spouse are diminished by the amounts receivable under the Virginia Fibre Corporation's defined benefit pension plan. Mr. Macauley's estimated accrued benefit from the Deferred Compensation Contract is $85,502 per year for 10 years and $57,001 per year for an additional 5 years. Mr. Chandler's estimated accrued benefit from the Deferred Compensation Contract is $202,137 per year for 10 years and $134,758 per year for an additional 5 years. The dollar amount in the all other category is the compensation attributable to the 1991 Virginia Fibre Corporation stock option plan to certain key Virginia Fibre Corporation employees. This amount is the difference between the option price and the value attributable to the stock based upon the performance of Virginia Fibre Corporation. During 1995, the Company adopted an Incentive Stock Option Plan which provides the granting of incentive stock options to key employees and non-statutory options for non-employees. The aggregate number of the Company's Class A Common Stock which options may be granted shall not exceed 1,000,000 shares. Under the terms of the Plan, options are granted at exercise prices equal to the market value on the date the options are granted and become exercisable after two years from the date of grant. The following table sets forth certain information with respect to options to purchase Class A Common Stock granted during the year ended October 31, 1995 to each of the named executive officers. OPTION GRANTS TABLE Potential Net Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Individual Grants Option Term (2) % of Total Options Granted to Number of Employees Exercise Options in Fiscal Price Per Expiration Name Granted (1) Year Share Date 5% 10% Michael J. Gasser 30,000 15% $26.19 04/17/05 $494,123 $1,252,203 Charles R. Chandler 10,000 5% $26.19 04/17/05 $164,708 $417,401 Robert C. Macauley -0- -0-% N/A N/A N/A N/A John P. Berg 10,000 5% $26.19 04/17/05 $164,708 $417,401 William B. Sparks, Jr.20,000 10% $26.19 04/17/05 $329,415 $834,802 (1) The options granted are exercisable on April 17, 1997. (2) The values shown are based on the indicated assumed rates of appreciation compounded annually. Actual gains realized, if any, are based on the performance of the Class A Common Stock. There is no assurance that the values shown will be achieved.

15 Item 11. Executive Compensation (continued) The following table sets forth certain information with respect to the exercise of options to purchase Class A Common Stock during the year ended October 31, 1995, and the unexercised options held and the value thereof at that date, by each of the named executive officers: AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES TABLE Value Number of Unexer- Value of In-The- Shares Realized cised Options Held Money Options Held Acquired upon at Year-End at Year-End Name on Exercise Exercise Exer- Unexer- Exer- Unexer- cisable cisable cisable cisable Michael J. Gasser -0- $-0- -0- 30,000 $-0- $-0- Charles R. Chandler -0- $-0- -0- 10,000 $-0- $-0- Robert C. Macauley -0- $-0- -0- -0- $-0- $-0- John P. Berg -0- $-0- -0- 10,000 $-0- $-0- William B. Sparks, Jr. -0- $-0- -0- 20,000 $-0- $-0- In 1991, the shareholders of Virginia Fibre Corporation granted non-incentive (as defined in the Internal Revenue Code) stock options to Mr. Robert C. Macauley to purchase up to 135,000 shares of common stock of Virginia Fibre Corporation at a price of $31.26 per share. The options are exercisable for a period of 15 years from the date of grant. In addition to the above, Mr. Macauley and Mr. Charles R. Chandler were granted incentive stock options to purchase shares of Virginia Fibre Corporation stock. Mr. Macauley has the option to purchase up to 15,000 shares of Virginia Fibre Corporation stock at an option price, $35.00, which was not less than 110% of the fair market value of such stock at the time the options were granted. Mr. Chandler has the option to purchase up to 22,050 shares of Virginia Fibre Corporation stock at a price of $31.26 per share. The options are exercisable for a period of 10 years from the date of grant. No options were exercised during 1995, 1994 or 1993 by Mr. Macauley or Mr. Chandler. DEFINED BENEFIT PENSION TABLE Annual Benefit for Years of Service Remuneration 15 20 25 30 $375,000 $26,250 $35,000 $43,750 $52,500 $270,000 $26,250 $35,000 $43,750 $52,500 $200,000 $26,250 $35,000 $43,750 $52,500 $140,000 $24,500 $32,667 $40,833 $49,000

16 Item 11. Executive Compensation (continued) Name of individual Remuneration used Estimated or number of Credited Years for Calculation of annual benefits persons in group of service Annual Benefit under retirement plan Michael J. Gasser 16 $253,554 $28,000 John P. Berg 38 $234,955 $52,500 William B. Sparks, Jr. 1 $235,400 $1,750 Charles R. Chandler 23 $209,224 $48,122 Robert C. Macauley 23 $209,224 $48,122 The registrant's pension plan is a defined benefit pension plan with benefits based upon the average of the three consecutive highest-paying years of total compensation and upon years of credited service up to 30 years. The annual retirement benefits under the defined benefit pension plan of the registrant's subsidiary, Virginia Fibre Corporation, are calculated at 1% per year based upon the average of the five highest out of the last ten years of salary compensation. None of the pension benefits described in this item are subject to offset because of the receipt of Social Security benefits or otherwise. The annual compensation for Mr. Macauley and Mr. Chandler is reviewed annually by the compensation committee of the Board of Directors of Virginia Fibre Corporation, made up of primarily outside members of that Board and is based primarily on the performance of Virginia Fibre Corporation. The annual compensation for Michael J. Gasser, Chairman of the Board and Chief Executive Officer of the Registrant, is reviewed annually by the Compensation Committee of the Board of Directors. Mr. Gasser's salary is based upon various measurements which are tied to the performance of Greif Bros. Corporation. The Compensation Committee, made up primarily of outside directors, reviews the total compensation paid to Mr. Gasser and other executive officers. Members of the Compensation Committee are: Naomi C. Dempsey Robert C. Macauley J Maurice Struchen

17 Item 11. Executive Compensation (concluded) The following graph compares the Registrant's stock performance to that of the Standard and Poor's 500 Index and its industry group (Peer Index). This graph, in the opinion of management, would not be free from the claim that it fails to fully and accurately represent the true value of the Company. STOCK PERFORMANCE CHART S&P 500 YEAR GBC STOCK INDEX PEER INDEX 1990 100 100 100 1991 125 129 172 1992 129 138 175 1993 142 154 149 1994 159 155 184 1995 184 191 192 The Peer Index is comprised of the paper containers index and paper and forest products index as shown in the Standard & Poor's Statistical Services Guide.

18 Item 12. Security Ownership of Certain Beneficial Owners and Management The following ownership is as of December 15, 1995: Class of Type of Number of Percent Name and Address stock ownership shares of class Naomi C. Dempsey Class B Record and 6,043,236 50.35% 782 W. Orange Road Beneficially Delaware, Ohio Naomi C. Dempsey, Trustee Class B See (1) below 1,663,040 13.86% John C. Dempsey Class B Record and 480,000 4.00% 621 Pennsylvania Avenue Beneficially Delaware, Ohio Robert C. Macauley Class B Record and 1,200,000 10.00% 161 Cherry Street Beneficially New Canaan, Connecticut (1) Held by Naomi C. Dempsey as successor trustee in the Naomi A. Coyle Trust. John C. Dempsey is the beneficial owner of these shares. The following information regarding directors is as of December 15, 1995: Title and Percent of Class Name Class A % Charles R. Chandler 400 -0-% Naomi C. Dempsey -0- -0-% Michael J. Gasser -0- -0-% Allan Hull -0- -0-% Robert C. Macauley -0- -0-% William B. Sparks, Jr. 1,086 0.01% J Maurice Struchen -0- -0-%

19 Item 12. Security Ownership of Certain Beneficial Owners and Management (concluded) Title and Percent of Class Name Class B % Charles R. Chandler 4,000 0.03% Naomi C. Dempsey 7,706,276 64.21% Michael J. Gasser 11,798 0.10% Allan Hull 149,600 1.25% Robert C. Macauley 1,200,000 10.00% William B. Sparks, Jr. 6,248 0.05% J Maurice Struchen 7,400 0.06% In addition to the above referenced shares, Messrs. Gasser, Hull and Baker serve as Trustees of the Greif Bros. Corporation Employees' Retirement Income Plan, which holds 123,752 shares of Class A Common Stock and 76,880 shares of Class B Common Stock. Messrs. Conroy, Hull and Ratcliffe serve as Trustees for the Greif Bros. Corporation Retirement Plan for Certain Hourly Employees, which holds 875 shares of Class B Common Stock. The Trustees of these plans, accordingly, share voting power in these shares. The Class A Common Stock has no voting power, except when four quarterly cumulative dividends upon the Class A Common Stock are in arrears. Each class of the following equity securities are owned or controlled by management (i.e. all Directors and Officers) as of December 15, 1995: Title of Amount Percent class of stock beneficially owned of class Class A 10,108 0.09% Class B 9,211,236 76.70% Item 13. Certain Relationships and Related Transactions The law firm of Hull & Hull received $525,950 in fees for legal services to the Corporation plus reimbursement of out-of-pocket expenses of $42,120. Mr. Allan Hull, attorney-at-law, is Vice President, General Counsel, member of the Executive Committee and a Director of Greif Bros. Corporation and a partner in the firm of Hull & Hull.

20 Item 13. Certain Relationships and Related Transactions (concluded) A subsidiary of the Company annually contributes money to a world-wide relief organization. The founder and chairman of this non-profit organization is also the founder and chairman of the subsidiary company and is a director of the Registrant. During 1995 the subsidiary company contributed approximately $4,250,000 to this organization. There are loans that have been made by the Company to certain employees, including certain officers and directors of the Company. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as part of this report: Page in Annual Report* (1) Financial Statements: Consolidated Statements of Income for the three years ended October 31, 1995 26 Consolidated Balance Sheets at October 31, 1995 and 1994 27-28 Consolidated Statements of Cash Flows for the three years ended October 31, 1995 29 Consolidated Statements of Changes in Shareholders' Equity for the three years ended October 31, 1995 30 Notes to Consolidated Financial Statements 31-38 Report of Management's Responsibilities 39 Report of Independent Accountants 40 Selected Quarterly Financial Data (unaudited) 41 * Incorporated by reference from the indicated pages of the 1995 Annual Report to Shareholders.

21 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (concluded) (2) Financial Statement Schedules: Report of Independent Accountants on Financial Statement Schedules Consolidated Valuation and Qualifying Accounts and Reserves (Schedule II) (3) Exhibits: No. (11.) Statements Re: Computation of Per Share Earnings (13.) 1995 Annual Report to Shareholders (21.) Subsidiaries of the Registrant (b) Reports on Form 8-K (1) No reports on Form 8-K have been filed during the last quarter of fiscal 1995. All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. The individual financial statements of the Registrant have been omitted since the Registrant is primarily an operating company and all subsidiaries included in the consolidated financial statements, in the aggregate, do not have minority equity interests and/or indebtedness to any person other than the Registrant or its consolidated subsidiaries in amounts which exceed 5% of total consolidated assets at October 31, 1995, excepting indebtedness incurred in the ordinary course of business which is not in default.

22 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 10, 1996 By John K. Dieker Controller Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Michael J. Gasser Charles R. Chandler Chairman of the Board of Directors Member of the Board of Directors Naomi C. Dempsey Allan Hull Member of the Board of Directors Member of the Board of Directors Robert C. Macauley William B. Sparks, Jr. Member of the Board of Directors Member of the Board of Directors J Maurice Struchen Member of the Board of Directors Each of the above signatures is affixed as of January 10, 1996.

23 REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors of Greif Bros. Corporation Our audits of the consolidated financial statements referred to in our report dated December 1, 1995 appearing on page 40 of the 1995 Annual Report to Shareholders of Greif Bros. Corporation, (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14 (a) (2) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PRICE WATERHOUSE LLP Columbus, Ohio December 1, 1995

24 SCHEDULE II GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (IN $000) Additions Balance at Charged to Charged to Balance at Beginning Costs and Other End of Description of Period Expenses Accounts Deductions Period Year ended October 31, 1993: Reserves deducted from applicable assets: For doubtful items-- trade accounts receivable $ 965 $364 $24 (A) $414 (B) $ 939 For doubful items-- other notes and accounts receivable 697 -0- -0- -0- 697 Total reserves deducted from applicable assets $1,662 $364 $24 $414 $1,636 Year ended October 31, 1994: Reserves deducted from applicable assets: For doubtful items-- trade accounts receivable $ 939 $398 $23 (A) $371 (B) $ 989 For doubtful items-- other notes and accounts receivable 697 -0- -0- -0- 697 Total reserves deducted from applicable assets $1,636 $398 $23 $371 $1,686 Year ended October 31, 1995: Reserves deducted from applicable assets: For doubtful items-- trade accounts receivable $ 989 $536 $37 (A) $773 (B) $ 789 For doubtful items-- other notes and accounts receivable 697 -0- -0- -0- 697 Total reserves deducted from applicable assets $1,686 $536 $37 $773 $1,486 (A) Collections of accounts previously written off. (B) Accounts written off.

25 EXHIBIT 11 STATEMENTS RE: COMPUTATION OF PER SHARE EARNINGS Net income per share was calculated using the following number of shares for the periods presented: Year Ended October 31, 1995 1994 1993 Class A Common Stock 10,873,172 10,873,172 10,873,172 Class B Common Stock 13,252,073 13,344,148 13,436,204 Three Months Ended October 31, 1995 1994 1993 Class A Common Stock 10,873,172 10,873,172 10,873,172 Class B Common Stock 13,201,793 13,311,326 13,425,650

26 EXHIBIT 13 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share amounts) For the years ended October 31, 1995 1994 1993 Net sales $719,345 $583,526 $526,765 Other income: Interest and other 5,822 6,113 6,077 Gain on timber sales 8,067 4,604 5,618 733,234 594,243 538,460 Costs and expenses (including depreciation of $22,944 in 1995, $21,717 in 1994 and $18,845 in 1993): Cost of products sold 561,118 480,666 440,578 Selling, general and administrative 73,733 60,518 58,078 Interest 472 1,447 203 635,323 542,631 498,859 Income before income taxes 97,911 51,612 39,601 Taxes on income 37,778 17,858 14,992 Net income $ 60,133 $ 33,754 $ 24,609 Net income per share (based on the average number of shares outstanding during the year, adjusted for two-for-one stock split): Based on the assumption that earnings were allocated to Class A and Class B Common Stock to the extent that dividends were actually paid for the year and the remainder were allocated as they would be received by shareholders in the event of liquidation, that is, equally to Class A and Class B shares, share and share alike: 1995 1994 1993 Class A Common Stock $2.39 $1.32 $ .94 Class B Common Stock $2.58 $1.46 $1.08 Due to the special characteristics of the Company's two classes of stock (see Note 4), earnings per share can be calculated upon the basis of varying assumptions, none of which, in the opinion of management, would be free from the claim that it fails fully and accurately to represent the true interest of the shareholders of each class of stock and in the retained earnings. [FN] See accompanying Notes to Consolidated Financial Statements

27 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) ASSETS October 31, 1995 1994 CURRENT ASSETS Cash and cash equivalents $ 31,612 $ 29,543 U.S. and Canadian government securities 18,981 23,970 Trade accounts receivable -- less allowance of $789 for doubtful items ($989 in 1994) 76,950 69,501 Inventories, at the lower of cost (prin- cipally last-in, first-out) or market 53,876 50,944 Prepaid expenses and other 16,482 14,384 Total current assets 197,901 188,342 LONG TERM ASSETS Cash surrender value of life insurance 2,838 2,618 Interest in partnership 1,091 1,091 Other long term assets 6,977 5,853 10,906 9,562 PROPERTIES, PLANTS AND EQUIPMENT -- at cost Timber properties -- less depletion 4,518 3,639 Land 11,014 10,521 Buildings 104,892 99,936 Machinery, equipment, etc. 319,785 291,426 Construction in progress 42,102 18,136 Less accumulated depreciation (223,456) (202,488) 258,855 221,170 $467,662 $419,074 See accompanying Notes to Consolidated Financial Statements

28 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) LIABILITIES AND SHAREHOLDERS' EQUITY October 31, 1995 1994 CURRENT LIABILITIES Accounts payable $ 35,935 $ 32,948 Current portion of long term obligations 264 249 Accrued payrolls and employee benefits 10,882 7,082 Accrued taxes -- general 1,954 1,952 Taxes on income 0 126 713 Total current liabilities 49,161 42,944 LONG TERM OBLIGATIONS (interest rates from 4.81% - 8.00%; payable to 2002) 14,101 27,966 OTHER LONG TERM LIABILITIES 18,305 14,265 DEFERRED INCOME TAXES 13,562 6,960 Total long term liabilities 45,968 49,191 SHAREHOLDERS' EQUITY Capital stock, without par value 9,034 9,034 Class A Common Stock: Authorized 32,000,000 shares; issued 21,140,960 shares; outstanding 10,873,172 shares Class B Common Stock: Authorized and issued 17,280,000 shares; outstanding 13,201,793 shares (13,308,348 in 1994) Treasury stock, at cost (40,776) (38,129) Class A Common Stock: 10,267,788 shares Class B Common Stock: 4,078,207 shares (3,971,652 in 1994) Retained earnings 407,665 359,712 Cumulative translation adjustment (3,390) (3,678) 372,533 326,939 $467,662 $419,074 See accompanying Notes to Consolidated Financial Statements

29 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) For the years ended October 31, 1995 1994 1993 Cash flows from operating activities: Net income $60,133 $33,754 $24,609 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and depletion 23,002 21,758 18,881 Deferred income taxes 6,597 4,011 1,133 (Gain) loss on disposals of properties, plants and equipment (331) 4 175 (Increase) decrease: Trade accounts receivable (7,449) (12,900) (543) Inventories (2,932) (8,244) 5,190 Prepaid expenses and other (2,098) (1,591) (1,009) Other long term assets (1,344) (848) 554 Increase (decrease): Accounts payable 2,987 10,526 2,325 Accrued payrolls and employee benefits 3,800 1,289 708 Accrued taxes -- general 2 332 (55) Taxes on income (587) (735) (1,318) Other long term liabilities 4,040 693 (1,175) Net cash provided by operating activities 85,820 48,049 49,475 Cash flows from investing activities: Sales of investments in government securities 9,211 22,177 26,512 Purchases of investments in government securities (4,223) (19,214) (21,553) Purchase of properties, plants and equipment (61,066) (40,682) (74,521) Proceeds on disposals of properties, plants and equipment 745 166 103 Net cash used by investing activities (55,333) (37,553) (69,459) Cash flows from financing activities: Proceeds from issuance of long term debt 12,000 7,700 28,108 Payments on long term debt (25,849) (7,876) (677) Acquisition of treasury stock (2,647) (1,789) (952) Dividends paid (12,180) (9,139) (9,176) Net cash (used) provided by financing activities (28,676) (11,104) 17,303 Foreign currency translation adjustment 258 (676) (1,931) Net increase (decrease) in cash and cash equivalents 2,069 (1,284) (4,612) Cash and cash equivalents at beginning of year 29,543 30,827 35,439 Cash and cash equivalents at end of year $31,612 $29,543 $30,827 See accompanying Notes to Consolidated Financial Statements

30 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Dollars and shares in thousands, except per share amounts) Trans- lation Share- Capital Stock Treasury Stock Retained Adjust- holders' Shares Amount Shares Amount Earnings ment Equity Balance at November 1, 1992 24,322 $9,034 14,099 $(35,388) $319,664 $ (425) $292,885 Net income 24,609 24,609 Dividends paid (Note): Class A - $.30 (3,262) (3,262) Class B - $.44 (5,914) (5,914) Treasury shares acquired (49) 49 (952) (952) Translation loss (2,399) (2,399) Balance at October 31, 1993 24,273 9,034 14,148 (36,340) 335,097 (2,824) 304,967 Net income 33,754 33,754 Dividends paid (Note): Class A - $.30 (3,262) (3,262) Class B - $.44 (5,877) (5,877) Treasury shares acquired (91) 91 (1,789) (1,789) Translation loss (854) (854) Balance at October 31, 1994 24,182 9,034 14,239 (38,129) 359,712 (3,678) 326,939 Net income 60,133 60,133 Dividends paid (Note): Class A - $.40 (4,349) (4,349) Class B - $.59 (7,831) (7,831) Treasury shares acquired (107) 107 (2,647) (2,647) Translation gain 288 288 Balance at October 31, 1995 24,075 $9,034 14,346 $(40,776) $407,665$(3,390) $372,533 NOTE:Dividends paid during the calendar years 1995, 1994 and 1993, relating to the results of operations for the fiscal years ended October 31, 1995, 1994 and 1993, were as follows: 1995 calendar year dividends per share - Class A $.40;Class B $.59 1994 calendar year dividends per share - Class A $.34;Class B $.50 1993 calendar year dividends per share - Class A $.30;Class B $.44 See accompanying Notes to Consolidated Financial Statements

31 GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Revenue Recognition Revenue is recognized when goods are shipped. Income Taxes Income taxes are accounted for under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". In accordance with this statement, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by tax rates currently in effect. Cash and Cash Equivalents The Company considers highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Included in these amounts are repurchase agreements and certificates of deposit of $6,800,000 and $11,700,000, respectively, in 1995 ($7,500,000 and $9,400,000, respectively, in 1994). U.S. and Canadian Government Securities There are no U.S. marketable securities at October 31, 1995. The Canadian government securities are classified as available-for-sale and, as such, are reported at their fair value which approximates amortized cost. These securities have maturities to 2001. During 1995, the Company received $3,600,000 in proceeds from the sale of available-for-sale securities. The realized gains and losses included in income are immaterial. Inventories Inventories are comprised principally of raw materials and are stated at the lower of cost (principally on last-in, first-out basis) or market. If inventories were stated on the first-in, first-out basis, they would be $57,600,000 greater in

32 1995, $49,000,000 greater in 1994 and $42,800,000 greater in 1993. During 1995 and 1993 the Company experienced slight LIFO liquidations which were deemed to be immaterial to the Consolidated Financial Statements. Interest in Partnership The 50% interest in Macauley & Company, in which the Company is a limited partner, is accounted for on the cost basis since, as a limited partner, the Company cannot participate in the management of the limited partnership. Properties, Plants and Equipment Depreciation on properties, plants and equipment is provided by the straight line method over the estimated useful lives of the assets. Accelerated depreciation methods are used for federal income tax purposes. Expenditures for repairs and maintenance are charged to income as incurred. Depletion on timber properties is computed on the basis of cost and the estimated recoverable timber acquired. When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related reserve accounts. Gains or losses are credited or charged to income as applicable. Foreign Currency Translation In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", the assets and liabilities denominated in foreign currency are translated into U.S. dollars at the current rate of exchange existing at year-end and revenues and expenses are translated at the average monthly exchange rates. The cumulative translation adjustments which represent the effect of translating assets and liabilities of the Company's foreign operation are presented in the Consolidated Statements of Changes in Shareholders' Equity. The transaction gains and losses included in income are immaterial. Operations by Industry Segment Information concerning the Company's industry segments, presented on pages 43-45, is an integral part of these financial statements. Reclassifications Certain prior year amounts have been reclassified to conform to the 1995 presentation.

33 NOTE 2--INTEREST IN PARTNERSHIP Effective November 6, 1995, Macauley & Company (the Partnership) was liquidated. Prior to the liquidation, the Partnership held Class B Common Stock (2,400,000 shares) of the Company. Upon liquidation, the Company received 1,200,000 shares of the Class B Common Stock. The Company will record the liquidation by crediting interest in partnership and charging an equal amount to treasury stock. NOTE 3--LONG TERM OBLIGATIONS The Company's long term obligations include the following as of October 31 (Dollars in thousands): 1995 1994 Current portion of long term obligations $ 264 $ 249 Long term obligations $12,076 $25,702 Capital lease 2,025 2,264 Total long term obligations $14,101 $27,966 During 1992, a subsidiary of the Company entered into an unsecured revolving loan agreement, as amended in 1995, with a bank for $25 million of financing through 1996. On October 31, 1995, there were no outstanding long term obligations. The interest is an adjustable rate tied to the London Interbank Offered Rates. There is no penalty for prepayment. As part of this revolving loan agreement, the subsidiary agreed to certain provisions and restrictions including a restriction on its additional indebtedness. On November 16, 1994, a different subsidiary of the Company signed a loan commitment letter for an eight year unsecured revolving line of credit with a bank for $17 million. On October 31, 1995, the amount in long term obligations was $12 million. This revolving credit arrangement was used to finance the construction of a manufacturing plant in Michigan which was completed in November 1995. At the Company's discretion, the interest rate may be tied to either the London Interbank Offered Rates plus 50 basis points or the bank's prime rate less 25 basis points. There is no penalty for prepayment. As part of the revolving credit arrangement, the subsidiary agreed to certain restrictions including a restriction on its additional indebtedness. During 1993, the Company entered into a capital lease agreement covering the land, building and machinery and equipment at one of its plant locations. The amount that is capitalized under this agreement is $2,708,000 and has accumulated depreciation of $416,000 as of October 31, 1995 ($227,000 as of October 31, 1994). In addition to the capital lease, the Company has entered into non-cancelable operating leases for buildings and office space. The future minimum lease payments for the non-cancelable operating leases are $556,000 in 1996, $418,000 in 1997, $318,000 in 1998, $178,000 in 1999, $64,000 in 2000 and $116,000 thereafter. Rent expense was $3,246,000 in 1995, $2,553,000 in 1994 and $2,555,000 in 1993.

34 Annual maturities of the long term obligations and capital lease are $392,000 in 1996, $391,000 in 1997, $388,000 in 1998, $2,675,000 in 1999, $3,731,000 in 2000 and $7,276,000 thereafter. The amount that represents future executory costs and interest payments for the capital lease is $488,000 as of October 31, 1995 ($630,000 as of October 31, 1994). During 1995, the Company paid $1,359,000 of interest ($1,599,000 in 1994 and $363,000 in 1993) for the long term obligations and capital lease. Interest of $780,000 in 1995, $211,000 in 1994 and $272,000 in 1993 was capitalized. NOTE 4--CAPITAL STOCK In March 1995, authorized Class A Common Stock was increased from 16,000,000 shares to 32,000,000 shares and Class B Common Stock from 8,640,000 shares to 17,280,000 shares. At the same time, all issued shares were split two-for-one. Class A Common Stock is entitled to cumulative dividends of 1 cent a share per year after which Class B Common Stock is entitled to non-cumulative dividends up to 1/2 cent a share per year. Further distribution in any year must be made in proportion of 1 cent a share for Class A Common Stock to 1-1/2 cents a share for Class B Common Stock. The Class A Common Stock shall have no voting power nor shall it be entitled to notice of meetings of the shareholders, all rights to vote and all voting power being vested exclusively in the Class B Common Stock unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. There is no cumulative voting. NOTE 5--STOCK OPTIONS During 1995, the Company adopted an Incentive Stock Option Plan (the Plan) which provides the granting of incentive stock options to key employees and non-statutory options for non-employees. The aggregate number of the Company's Class A Common Stock which options may be granted shall not exceed 1,000,000 shares. Under the terms of the Plan, options are granted at exercise prices equal to the market value on the date the options are granted and become exercisable after two years from the date of grant. Options expire ten years after date of grant. In 1995, 155,000 and 44,500 incentive stock options have been granted with option prices of $26.19 per share and $22.94 per share, respectively. In addition, 10,000 non-statutory options have been granted with option prices of $23.75 per share. Virginia Fibre Corporation has existing stock option plans under which additional shares may be issued but with restrictions which ensure that, ultimately, these shares will be purchased by the Company. If all of these options were fully exercised, and no shares were purchased by the Company, Greif Bros. Corporation would then be the record holder of approximately 90% of the outstanding stock of Virginia Fibre Corporation.

35 NOTE 6--INCOME TAXES Income tax expense is comprised as follows (Dollars in thousands): U.S. State and Federal Foreign Local Total 1995: Current $27,053 $ 1,616 $ 3,567 $32,236 Deferred 3,655 258 1,629 5,542 $30,708 $ 1,874 $ 5,196 $37,778 1994: Current $10,592 $ 1,882 $ 2,166 $14,640 Deferred 4,767 (196) (1,353) 3,218 $15,359 $ 1,686 $ 813 $17,858 1993: Current $10,290 $ 1,483 $ 2,117 $13,890 Deferred 1,221 (119) -- 1,102 $11,511 $ 1,364 $ 2,117 $14,992 Foreign income before income taxes amounted to $4,452,000 in 1995 ($4,111,000 in 1994 and $3,208,000 in 1993). During 1994, the Company was awarded a Virginia state tax credit. The state of Virginia allows a tax credit equal to 10% of the qualified purchase for the recycled paper machine in the year the equipment was placed in service and for five additional years, subject to certain income and percentage limitations. The following is a reconciliation of the U.S. statutory federal income tax rate to the Company's effective tax rate: 1995 1994 1993 U.S. federal statutory tax rate 35.0% 35.0% 34.8% State taxes, net of federal tax benefit 3.9% 1.0% 3.5% Other (.3%) (1.4%) (.4%) Effective income tax rate 38.6% 34.6% 37.9%

36 Significant components of the Company's deferred tax assets and liabilities are as follows (Dollars in thousands): 1995 1994 Current deferred tax assets $ 4,244 $ 2,804 Current deferred tax liabilities $ 36 $ 32 Book basis on acquired assets $12,264 $13,257 Other 3,791 1,656 Long term deferred tax assets $16,055 $14,913 Plants and equipment $25,823 $17,625 Undistributed Canadian net income 1,402 1,402 Pension costs 1,733 1,737 Other 659 1,109 Long term deferred tax liabilities $29,617 $21,873 Deferred income taxes have been provided on accumulated earnings that could be considered as not permanently reinvested in the Canadian subsidiary. As of October 31, 1995, permanently reinvested earnings are $17,150,000. If deferred taxes were provided on permanently reinvested earnings, the amount would approximate $1 million. During 1995, the Company paid $27,680,000 in U. S. Federal income taxes ($10,898,000 in 1994 and $10,639,000 in 1993). NOTE 7--RETIREMENT PLANS The Company has non-contributory defined benefit pension plans that cover most of its employees. These plans include plans self-administered by the Company along with Union administered multi-employer plans. The self-administered hourly and Union plans' benefits are based primarily upon years of service. The self-administered salaried plan's benefits are based primarily on years of service and earnings. The Company contributes an amount that is not less than the minimum funding nor more than the maximum tax-deductible amount to these plans. The plans' assets consist of unallocated insurance contracts, equity securities, government obligations and the allowable amount of the Company's stock (123,752 shares of Class A Common Stock and 77,755 shares of Class B Common Stock at October 31, 1995 and 1994).

37 The pension expense for the plans included the following (Dollars in thousands): 1995 1994 1993 Service cost, benefits earned during the year $ 2,365 $ 1,415 $ 1,427 Interest cost on projected benefit obligation 3,839 2,444 2,167 Actual return on assets (2,464) (1,844) (4,244) Net amortization (1,919) (1,699) 813 1,821 316 163 Multi-employer and non-U.S. pension expense 790 341 384 Total pension expense $ 2,611 $ 657 $ 547 The range of weighted average discount rate and expected long term rate of return on plan assets used in the actuarial valuation was 7.0% - 9.0% for 1995, 1994 and 1993. The rate of compensation increases for salaried employees used in the actuarial valuation range from 4.0% - 6.5% for 1995, 1994 and 1993.

38 The following table sets forth the plans' funded status and amounts recognized in the Consolidated Financial Statements (Dollars in thousands): ASSETS EXCEED ACCUMULATED BENEFITS ACCUMULATED BENEFITS EXCEED ASSETS 1995 1994 1995 1994 Actuarial present value of benefit obligations: Vested benefit obligation $30,816 $22,568 $ 8,389 $ 8,209 Accumulated benefit obligation $31,122 $22,828 $10,152 $ 9,440 Projected benefit obligation $45,027 $32,290 $10,152 $ 9,440 Plan assets at fair value $48,399 $45,591 $ 9,290 $ 8,552 Plan assets greater than (less than) projected bene- fit obligation $ 3,372 $13,301 $ (862) $ (888) Unrecognized net (gain) loss (7,806) 1,889 897 (1,952) Prior service cost not yet re- cognized in net periodic pension cost 7,077 513 1,880 1,940 Adjustment required to recognize minimum liability -- -- (938) (1,013) Unrecognized net obligation (asset) from transition 1,056 (11,851) (1,839) 1,025 Prepaid pension cost (liability) $ 3,699 $ 3,852 $ (862) $ (888) During 1995 and 1994, the Company, in accordance with the provisions of Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions", recorded the "adjustment required to recognize minimum liability". The amount was offset by a long term asset, of an equal amount, recognized in the Consolidated Financial Statements.

39 REPORT OF MANAGEMENT'S RESPONSIBILITIES To the Shareholders of Greif Bros. Corporation The Company's management is responsible for the financial and operating information included in this Annual Report to Shareholders, including the Consolidated Financial Statements of Greif Bros. Corporation and its subsidiaries. These statements were prepared in accordance with generally accepted accounting principles and, as such, include certain estimates and judgements made by management. The system of internal accounting control, which is designed to provide reasonable assurance as to the integrity and reliability of financial reporting, is established and maintained by the Company's management. This system is continuously reviewed by the internal auditor of the Company. In addition, Price Waterhouse LLP, an independent accounting firm, audits the financial statements of Greif Bros. Corporation and its subsidiaries and issues reports to management concerning the internal controls of the Company. The Audit Committee of the Board of Directors meets periodically with the internal auditor and the independent accountants to discuss the internal control structure and the results of their audits. Michael J. Gasser John K. Dieker Chairman and Chief Executive Officer Controller

40 REPORT OF INDEPENDENT ACCOUNTANTS To the Shareholders and the Board of Directors of Greif Bros. Corporation In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of changes in shareholders' equity and of cash flows present fairly, in all material respects, the financial position of Greif Bros. Corporation and its subsidiaries at October 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Price Waterhouse LLP Columbus, Ohio December 1, 1995

41 QUARTERLY FINANCIAL DATA (Unaudited) The quarterly results of operations for fiscal 1995 and 1994 are shown below (Dollars in thousands, except per share amounts). Quarter ended, Jan. 31, Apr. 30, July 31, Oct. 31, 1995 1995 1995 1995 Net sales $170,058 $184,869 $184,159 $180,259 Gross profit 37,400 37,969 46,148 36,710 Net income 15,378 14,881 17,588 12,286 Net income per share: Assuming distributions as actually paid out in dividends and the balance as in liquidation: Class A Common Stock $.58 $.60 $.71 $.50 Class B Common Stock $.68 $.63 $.74 $.53 Market price (Class A Common Stock): High $27-1/2 $28-7/8 $27-3/8 $25-1/2 Low $21-3/16 $25 $22-1/4 $21-1/4 Quarter ended, Jan. 31, Apr. 30, July 31, Oct. 31, 1994 1994 1994 1994 Net sales $128,772 $139,916 $147,629 $167,209 Gross profit 19,593 22,732 26,025 34,510 Net income 4,564 6,352 8,701 14,137 Net income per share: Assuming distributions as actually paid out in dividends and the balance as in liquidation: Class A Common Stock $.15 $.25 $.35 $.57 Class B Common Stock $.23 $.27 $.37 $.59 Market price (Class A Common Stock): High $21-3/4 $21-1/2 $19-15/16 $23-1/4 Low $18-7/8 $19 $18-5/8 $19-1/2 The prior year per share amounts have been adjusted to reflect the two-for-one stock split (see Note 4 to the Consolidated Financial Statements). The Class A Common Stock is traded on the Chicago Stock Exchange. There is no active market for the Class B Common Stock. As of November 30, 1995, there were 812 shareholders of record of Class A Common Stock and 199 shareholders of Class B Common Stock.

42 SELECTED FINANCIAL DATA (Dollars in thousands, except per share amounts) YEAR ENDED OCTOBER 31 1995 1994 1993 1992 1991 Net sales $719,345 $583,526 $526,765 $510,995 $437,379 Net income $ 60,133 $ 33,754 $ 24,609 $ 29,719 $ 23,923 Total assets $467,662 $419,074 $381,183 $340,173 $327,693 Long term obligations $ 14,101 $ 27,966 $ 28,015 $ 768 $ 916 Dividends per share of common stock: Class A Common Stock $ .40 $ .30 $ .30 $ .28 $ .28 Class B Common Stock $ .59 $ .44 $ .44 $ .41 $ .41 Net income per share: Based on the assumption that earnings were allocated to Class A and Class B Common Stock to the extent that dividends were actually paid for the year and the remainder were allocated as they would be received by shareholders in the event of liquidation, that is, equally to Class A and Class B shares, share and share alike: 1995 1994 1993 1992 1991 Class A Common Stock $2.39 $1.32 $ .94 $1.15 $ .91 Class B Common Stock $2.58 $1.46 $1.08 $1.28 $1.04 Due to the special characteristics of the Company's two classes of stock (see Note 4 to the Consolidated Financial Statements), earnings per share can be calculated upon the basis of varying assumptions, none of which, in the opinion of management, would be free from the claim that it fails fully and accurately to represent the true interest of the shareholders of each class of stock and in the retained earnings. The prior year per share amounts have been adjusted to reflect the two-for-one stock split (see Note 4 to the Consolidated Financial Statements).

43 THE BUSINESS The Company principally manufactures shipping containers and containerboard and related products which it sells to customers in many industries primarily in the United States and Canada, through direct sales contact with its customers. There were no significant changes in the business since the beginning of the fiscal year. The Company operates 95 locations in 29 states of the United States and in 3 provinces of Canada and as such is subject to federal, state, local and foreign regulations in effect at the various localities. Due to the variety of products, the Company has many customers buying different types of the Company's products and, due to the scope of the Company's sales, no one customer is considered principal in the total operation of the Company. Because the Company supplies a cross section of industries, such as chemicals, food products, petroleum products, pharmaceuticals, metal products and others and because the Company must make spot deliveries on a day-to-day basis as its product is required by its customers, the Company does not operate on a backlog and maintains only limited levels of finished goods. Many customers place their orders weekly for delivery during the week. The Company's business is highly competitive in all respects (price, quality and service) and the Company experiences substantial competition in selling its products. Many of the Company's competitors are larger than the Company. While research and development projects are important to the Company's continued growth, the amount expended in any year is not material in relation to the results of operations of the Company. The Company's raw materials are principally pulpwood, waste paper for recycling, paper, steel and resins. In the current year, as in prior years, certain of these materials have been in short supply, but to date these shortages have not had a significant effect on the Company's operations. The Company's business is not materially dependent upon patents, trademarks, licenses or franchises. The business of the Company is not seasonal to any significant extent. The approximate number of persons employed during the year was 4,500. Industry Segments The Company operates in two industry segments, shipping containers and materials (shipping containers) and containerboard and related products (containerboard).

44 Operations in the shipping containers segment involve the production and sale of fibre, steel and plastic drums, multiwall bags, cooperage, dunnage, pallets, laminated particle board, wood cut stock and miscellaneous items. These products are manufactured and principally sold throughout the United States and Canada. Operations in the containerboard segment involve the production and sale of containerboard, both virgin and recycled, and related corrugated products including corrugated sheets and corrugated containers. These products are manufactured and sold in the United States and Canada. In computing operating profit for the two industry segments, interest expense, other income and expense, timber property management costs and income taxes have not been added or deducted. These latter amounts, excluding income taxes, comprise general corporate other income and expense, net. Each segment's operating assets are those assets used in the manufacture and sale of shipping containers or containerboard. Corporate assets are principally cash, marketable securities, timber properties and other investments.

45 The following segment information is presented for the three years ended October 31, 1995, except as to asset information which is as of October 31 (Dollars in thousands): 1995 1994 1993 Net sales: Shipping containers $392,505 $353,992 $340,326 Containerboard 326,840 229,534 186,439 Total $719,345 $583,526 $526,765 Operating profit: Shipping containers $ 9,059 $ 9,573 $ 6,709 Containerboard 80,476 30,306 18,354 Total segment 89,535 39,879 25,063 General corporate other income and expense, net 8,376 11,733 14,538 Income before income taxes 97,911 51,612 39,601 Income taxes 37,778 17,858 14,992 Net income $ 60,133 $ 33,754 $ 24,609 Identifiable assets: Shipping containers $190,982 $179,794 $170,783 Containerboard 220,213 178,053 146,550 Total segment 411,195 357,847 317,333 Corporate assets 56,467 61,227 63,850 Total $467,662 $419,074 $381,183 Depreciation expense: Shipping containers $ 13,114 $ 13,271 $ 13,697 Containerboard 9,765 8,388 5,097 Total segment 22,879 21,659 18,794 Corporate assets 65 58 51 Total $ 22,944 $ 21,717 $ 18,845 Property additions: Shipping containers $ 12,540 $ 16,226 $ 15,503 Containerboard 47,593 24,065 58,453 Total segment 60,133 40,291 73,956 Corporate assets 933 391 565 Total $ 61,066 $ 40,682 $ 74,521

46 MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL DATA Presented below are certain comparative data illustrative of the following discussion of the Company's results of operations, financial condition and changes in financial condition (Dollars in thousands): 1995 1994 1993 1992 Net sales: Shipping containers $392,505 $353,992 $340,326 $335,012 Containerboard 326,840 229,534 186,439 175,983 Total $719,345 $583,526 $526,765 $510,995 Operating profit: Shipping containers $ 9,059 $ 9,573 $ 6,709 $ 16,292 Containerboard 80,476 30,306 18,354 18,194 Total $ 89,535 $ 39,879 $ 25,063 $ 34,486 Net Income $ 60,133 $ 33,754 $ 24,609 $ 29,719 Current ratio 4.0:1 4.4:1 5.4:1 6.1:1 Cash flow from operations $ 85,820 $ 48,049 $ 49,475 $ 42,567 Increase (decrease) in working capital $ 3,342 $ 7,202 $(15,105) $ (2,991) Capital expenditures $ 61,066 $ 40,682 $ 74,521 $ 43,406 RESULTS OF OPERATIONS The 1995 results of operations established a record for net sales and net income of the Company. Net sales to customers, compared with the previous year, increased $136 million or 23% in 1995. Net income increased $26 million or 78% over last year. Historically, revenues or earnings may or may not be representative of future operations because of various economic factors. As explained below, the Company is subject to the general economic conditions of its customers and the industry in which it is included. The Company remains confident that, with the financial strength that it has built over its 118 year existence, it will be able to adequately compete in highly competitive markets. Net Sales The containerboard segment had an increase in net sales of $97 million in 1995, which is the due primarily to higher sales prices. The increase in sales prices resulted from shortages in the containerboard and related products industry. In addition, there was a less significant increase in unit sales of the segment because of the inclusion of an entire year of sales in 1995 for the 325 ton per day

47 recycled paper machine at a subsidiary of the Company which was completed in December 1993. The shipping containers segment had an increase in sales of $38 million in 1995, resulting from more volume because of capital expenditures made in the current and prior years. In addition, there were some sales price increases that were made because of the increase in the cost of the Company's raw materials. The increase in sales in 1994 of 10.8% was primarily the result of the addition of the recycled paper machine, discussed above, coupled with shortages in containerboard and related products that resulted in increased selling prices. Other capital expenditures made in 1994 and previous years also contributed to this increase. The increase in sales in 1993 of 3.1% was the result of capital additions expended in 1993 and previous years offset by reduced selling prices on some of the Company's products. The price decreases resulted from competitive price pressures. Operating Profit The overall increase in operating profit since the prior year is due to higher net sales, as discussed above, and a better gross profit margin of 22.0% of net sales in 1995 compared to 17.6% of net sales in 1994. This improvement in the gross profit margin is due to a higher percent of the net sales being comprised of the containerboard segment, which has a higher gross profit margin than the Company's other segment. The operating profit of the containerboard segment is $80 million or 24.6% of net sales in 1995 compared to $30 million or 13.2% of net sales in 1994. This increase is due to the increase in sales coupled with more favorable gross profit margins. The increase in 1994 as compared to the two prior years is also due to these reasons. The operating profit of the shipping containers segment is $9 million or 2.3% of net sales in 1995 compared to $10 million or 2.7% of net sales in 1994. The operating profits of this segment have decreased since fiscal 1992 due to severe price pressures on its products, especially during 1993. In addition, the Company's cost of certain raw materials have continued to increase over the past couple years. However, due to the Company's ongoing efforts to reduce operating costs by cost control measures, manufacturing innovations and capital expenditures, the operating profits have increased from 1993 to 1995. Other Income The other income of the Company increased in 1995 primarily due to the sale of timber properties and more salvage timber sales. The increase in volume of timber sales was accompanied by higher timber prices.

48 The 1994 other income, compared with the previous year, decreased due to less timber sales. The 1993 other income was adversely affected by the reduced rates available on the Company's investable funds. The Company's investable funds were also reduced due to the significant capital additions during the year. This reduction in other income was offset to a degree by the large amount of timber sales in 1993. These sales were the result of the harvest of mature timber in certain areas. Income Before Income Taxes In 1995, income before income taxes increased because of higher sales and more favorable gross profit margins. In addition, as discussed above, there was an increase in the sale of timber and timber properties in the current year. The 1994 increase in income before income taxes was the result of the sales increase and increase in gross margin. This increase was slightly offset by a reduction in timber sales and an increase in interest expense that resulted from the Company's long term obligations. The 1993 decrease in income before income taxes was the result of competitive price pressures of the Company's products, coupled with increases in the cost of certain raw materials. LIQUIDITY AND CAPITAL RESOURCES As indicated in the Consolidated Balance Sheets, elsewhere in this Report and in the ratios set forth immediately above, the Company is dedicated to maintaining a strong financial position. It is our belief that this dedication is extremely important during all economic times. The Company's financial strength is important to continue to achieve the following goals: (a) To protect the assets of the Company and the intrinsic value of shareholders' equity in periods of adverse economic conditions. (b) To respond to any large and presently unanticipated cash demands that might result from future drastic events. (c) To be able to benefit from new developments, new products and new opportunities in order to achieve the best results for our shareholders. (d) To replace and improve plants and equipment. When plants and production machinery must be replaced, either because of wear or to obtain the cost-reducing potential of technological improvement required to remain a low cost producer in the

49 highly competitive environment in which the Company operates, the cost of new plants and machinery are often much higher, sometimes significantly higher, than the historical cost of the items being replaced. The Company, during 1995, invested approximately $61 million in capital additions. During the last three years, the Company has invested $176 million. The Company began operations in its new injection molding facility in Durant, Mississippi during the year. This location replaced an existing operation at a nearby location. In addition, a subsidiary of the Company built a new manufacturing plant in Mason, Michigan in 1995. The new plant, which caused a significant increase in construction in progress as compared to the prior year, was completed in November 1995. As noted in our 1993 Report to Shareholders, the Company during 1993 undertook a major addition at Virginia Fibre Corporation. This project was completed in December 1993 and resulted in additional capacity for 1994 and 1995. Self-financing and low interest rate borrowing have been the primary source for such capital expenditures. The Company will attempt to finance future capital expenditures in a like manner. While there is no commitment to continue such a practice, at least one new manufacturing plant or a major addition to an existing plant has been undertaken in each of the last three years. These investments are an indication of the Company's commitment to be the quality, low cost producer and the desirable long term supplier to all of our customers. (e) To continue to pay competitive and sound remuneration, including the ever-increasing costs of employee benefits, to Company employees who produce the results for the Company's shareholders. During 1995, the Company performed a complete study of the compensation and retirement policies. As a result of this study, an Incentive Stock Option Plan was implemented. In addition, improvements were made to the pension plans and a 401(k) Plan was begun to supplement the benefits of our office and salaried employees. Management believes that the present financial strength of the Company will be sufficient to achieve the foregoing goals. In spite of such necessary financial strength, the Company's shipping containers business, where packages manufactured by Greif Bros. Corporation are purchased by other manufacturers and suppliers, is wholly subject to the general economic conditions and business success of the Company's customers. Similarly, the Company's containerboard and related products business is also subject to the general economic conditions and the effect of the operating rates of the containerboard industry, including pricing pressures from its competition. The historical financial strength generated by these segments has enabled them to remain independently liquid during adverse economic conditions.

50 Long term obligations are lower at October 31, 1995 compared to October 31, 1994 due to the pre-payment of long term debt. The decrease caused by this pre-payment was partially offset by additional long term debt which was incurred to build the plant in Mason, Michigan. During 1995, a subsidiary company approved a $35 million mill modernization program in Virginia. In addition, the Company has approved future purchases, primarily for equipment, of approximately $11 million. As explained above, self-financing and low interest rate borrowing have been the primary source for financing such capital expenditures. *************************************************************** Greif Bros. Corporation will furnish to any shareholder of record, upon written request, without charge, a copy of its most recently filed Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. Written requests should be directed to Secretary, Greif Bros. Corporation, 621 Pennsylvania Avenue, Delaware, Ohio 43015.

51 EXHIBIT 21 SUBSIDIARIES OF REGISTRANT The following companies are wholly-owned subsidiaries of the Company and are included in the consolidated financial statements: Name of Subsidiary Incorporated Under Laws of Barzon Corporation Delaware Down River International, Inc. Michigan Greif Board Corporation Delaware Greif Containers Inc. Canada Michigan Packaging Company Delaware Soterra, Incorporated Delaware Virginia Fibre Corporation Virginia

5 This schedule contains summary financial information extracted from the Form 10-K and is qualified in its entirety by reference to such Form 10-K. 1,000 YEAR OCT-31-1995 OCT-31-1995 31,612 18,981 77,739 (789) 53,876 197,901 482,311 223,456 467,662 49,161 0 0 0 9,034 363,499 467,662 719,345 733,234 561,118 561,118 73,733 0 472 97,911 37,778 60,133 0 0 0 60,133 2.39

2.39 Amount represents the earnings per share for the Class A Common Stock. The earnings per share for the Class B Common Stock are $2.58.