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GREIF BROS. CORPORATION
621 PENNSYLVANIA AVENUE
DELAWARE, OHIO 43015
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Class B Stockholders of
GREIF BROS. CORPORATION:
The Annual 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, 1996, at 10:00 o'clock
A.M., E.S.T., for the following purposes.
1. Increase the number of directors from seven to a maximum of
eleven by a proposed amendment to the Greif Bros.
Corporation By-Laws. (The Management of the Corporation
recommends a vote FOR this proposal.);
2. To elect directors to serve for a one year term. (The
Management of the Corporation recommends that you vote FOR
the eleven nominees named in the Proxy Statement.); and
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Only Stockholders of record of the Class B Common Stock at the close of
business on February 6, 1996, will be entitled notice of and to vote at this
meeting.
Whether or not you plan to attend the 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 meeting.
John P. Conroy
Secretary
January 26, 1996
GREIF BROS. CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 27, 1996
To the Class B Stockholders of Greif Bros. Corporation:
This Proxy Statement is furnished to the Class B Stockholders of Greif
Bros. Corporation in connection with the solicitation by Management of proxies
that will be used at the Annual Meeting scheduled to be held on February 27,
1996 at 10:00 A.M., E.S.T., at its principal office, 1209 Orange Street,
Wilmington, Delaware. It is anticipated that this Proxy Statement and Proxy
Form will first be sent to the Class B Shareholders on or about February 6,
1996.
At the meeting, the Class B Stockholders will vote upon: (1) increasing
the number of directors from seven to a maximum of eleven; (2) the election of
directors; and (3) such other business as may properly come before the meeting
or any and all adjournments.
PROPOSAL NO. 1 - NUMBER OF DIRECTORS
Increase the Number of Directors From Seven to Eleven
The following amended paragraph to the By-Laws of the Corporation, if
adopted, will substitute for the corresponding paragraph of the By-Laws:
That the By-Laws be changed to increase the number
of directors from seven to a maximum of eleven and the
relevant sentence in Paragraph 12 of the Greif Bros.
Corporation By-Laws to read as follows: "The property and
business of this corporation shall be managed by its
board of directors, up to eleven in number." All other
passages of this paragraph shall remain in effect.
Reason for Proposed Amendment
In the opinion of the Board of Directors, it would be in the best
interest of Greif Bros. Corporation to increase the Board by up to four
additional outside directors at the present time.
Recommendation of Management
The Management of the Corporation recommends a vote FOR this proposal.
PROPOSAL NO. 2 - ELECTION OF DIRECTORS
Elect Directors to Serve For a One Year Term
Michael J. Gasser, Charles R. Chandler, Naomi C. Dempsey, Allan Hull,
Robert C. Macauley, William B. Sparks, Jr. and J Maurice Struchen are
currently directors of the Corporation and have served continuously since
their first election or appointment. ___________________________________
and ________________ are being nominated to serve as outside directors.
[Note: Two to four additional names will be included along with their
biographies prior to submission of the definitive Proxy Statement to the
Securities and Exchange Commission and sending to the Class B Stockholders.]
If any nominee is unable to accept the office of director, or will not
serve, which is not anticipated, the Board may choose another nominee, and the
shares represented by the proxies will be voted for that nominee.
Directors' Biographies
MICHAEL J. GASSER, 44, director since 1991. He is Chairman of the Board of
Directors and Chief Executive Officer. He has been an officer of the
Corporation since 1988. He is a member of the Executive and Finance
Committees.
CHARLES R. CHANDLER, 60, director since 1987. He is President and Chief
Operating Officer of Virginia Fibre Corporation, a wholly-owned subsidiary of
the Corporation. He is a member of the Executive and Audit Committees.
NAOMI C. DEMPSEY, 79, director since 1995. She is a member of the
Compensation, Stock Option and Audit Committees.
ALLAN HULL, 82, director since 1947. He is a Vice President and General
Counsel. He has been an officer of the Corporation since 1964. In addition,
he is a partner and practicing attorney with Hull and Hull, Legal Counsel,
Cleveland, Ohio. He is a member of the Executive Committee.
ROBERT C. MACAULEY, 72, director since 1979. He is the Chief Executive
Officer of Virginia Fibre Corporation, a wholly-owned subsidiary of the
Corporation. He is a member of the Compensation Committee. He is also a
director for W.R. Grace & Co.
WILLIAM B. SPARKS, JR., 54, director since 1995. He is President and Chief
Operating Officer. He has been an officer of the Corporation since 1995. He
is a member of the Executive and Finance Committees.
J MAURICE STRUCHEN, 75, director since 1993. He is a retired former Chairman
and Chief Executive Office of Society Corporation. He is a member of the
Compensation, Stock Option and Audit Committees. He is also a director of
Forest City Enterprises, Inc.
Recommendation of Management
The Management of the Corporation recommends that you vote FOR the
nominees listed above.
Number of Outstanding Securities Entitled to Vote:
Class B Common Stock --- 12,001,793 Shares
The outstanding Class B Common Stock without par value of the
Corporation, excluding 5,278,207 treasury shares, consisted of 12,001,793
shares on the 26th day of January, 1996. Each outstanding share is entitled
to one vote which may be given in person or by proxy authorized in writing.
Directors are elected by a plurality of the votes cast. Stockholders
may not cumulate their votes. The eleven candidates receiving the highest
number of votes will be elected.
In the tabulating of votes, abstentions and broker non-votes will be
disregarded and have no effect on the outcome of the vote.
Record Date February 6, 1996
Only Class B Stockholders of record as of the close of business on
February 6, 1996 will be entitled to vote. Treasury shares will not be voted.
Security Ownership of Certain
Beneficial Owners and Management
The following ownership is as of January 26, 1996:
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 present beneficial owner of these shares.
The following information regarding directors is as of January 26,
1996:
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-%
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 3,475 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 January 26, 1996:
Title of Amount Percent
class of stock beneficially owned of class
Class A 10,108 0.09%
Class B 9,211,736 76.75%
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
Deferred Stock
Compensa- All Options
Name and Position Year Salary Bonus tion 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
For many years, the Board of Directors has voted bonuses to employees,
acting within its complete discretion, based upon the progress of the
Corporation, 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 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 precedes 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 first 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.
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
Acquired upon at Year-End Held 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 the 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
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
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 Corporation.
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.
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.
A subsidiary of the Corporation 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 Corporation. During 1995 the subsidiary company contributed
approximately $4,250,000 to this organization.
There are loans that have been made by the Corporation to certain
employees, including certain officers and directors of the Corporation. The
following is a summary of these loans for the year ended October 31, 1995:
Balance at Balance at
Beginning Amount End of
Name of Debtor Period Proceeds Collected Period
Lloyd D. Baker $ 75,677 $ -0- $ 7,939 $ 67,738
Michael M. Bixby 221,000 -0- 6,000 215,000
Dwight L. Dexter 151,147 -0- 7,143 144,004
Michael J. Gasser 237,630 -0- 19,122 218,508
C. J. Guilbeau 187,491 -0- 5,836 181,655
Thomas A. Haire 84,862 -0- 4,346 80,516
James A. Hale 90,029 -0- 4,071 85,958
Philip R. Metzger 94,981 -0- 5,883 89,098
Lawrence A. Ratcliffe 69,695 -0- 4,651 65,044
Harley G. Sasse 35,000 137,589 208 172,381
William B. Sparks, Jr. 111,929 -0- 10,000 101,929
Robert G. Straley -0- 330,584 993 329,591
Jeffrey C. Wood 116,892 -0- 4,744 112,148
$1,476,333 $468,173 $ 80,936 $1,863,570
Lloyd D. Baker is a Vice President of Greif Bros. Corporation. The
loan is secured by a house and lot in Ohio and 2,000 shares of the Company's
Class B Common Stock. Interest is payable at 3% per annum.
Michael M. Bixby is a Vice President of Greif Bros. Corporation. The
loan is secured by a house and lot in Minnesota and interest is payable at
3% per annum.
Dwight L. Dexter is a Vice President of Greif Bros. Corporation. The
loan is secured by a house and lot in Ohio and interest is payable at 3% per
annum.
Michael J. Gasser is Chairman and Chief Executive Officer of Greif
Bros. Corporation. The loan is secured by 5,599 shares of the Company's Class B
Common Stock and a first mortgage on a house and lot in Ohio. Interest is
payable at 3% per annum.
C. J. Guilbeau is a Vice President of Greif Bros. Corporation. The
loan is secured by a house and lot in Illinois and interest is payable at 3% per
annum.
Thomas A. Haire is a Vice President of Greif Bros. Corporation. The
two loans are secured by a house and lot in New York. Interest is payable at 3%
and 7% per annum.
James A. Hale is a Vice President of Greif Bros. Corporation. The loan
is secured by a house and lot in Alabama and interest is payable at 3% per
annum.
Philip R. Metzger is Treasurer of Greif Bros. Corporation. The loan is
secured by a house and lot in Ohio and interest is payable at 3% per annum.
Lawrence A. Ratcliffe is a Vice President of Greif Bros. Corporation.
The loan is secured by a house and lot in Ohio and interest is payable at 3% per
annum.
Harley G. Sasse is a Vice President of Greif Bros. Corporation. The
two loans are secured by a house and lot in Minnesota and the assignment of his
company-sponsored life insurance. Interest is payable at 3% and 10% per annum.
William B. Sparks, Jr. is President and Chief Operating Officer of
Greif Bros. Corporation. The loan is secured by 3,124 shares of the Company's
Class B Common Stock and 500 shares of the Company's Class A Common Stock.
Interest is payable at 3% per annum.
Robert G. Straley is a Vice President of Greif Bros. Corporation. The
loan is secured by a house and lot in Illinois. Interest is payable at 5% per
annum.
Jeffrey C. Wood is a Vice President of Greif Bros. Corporation. The
loan is secured by a house and lot in Ohio and interest is payable at 3% per
annum.
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.
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 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 Corporation who will receive
no compensation therefore other than their regular salaries.
No Other Matters to be Submitted at the Annual Meeting
The management knows of no matters to be presented at the aforesaid
Annual Meeting other than the above proposals.
John P. Conroy
Secretary
January 26, 1996
Proxy No.
CLASS B PROXY
PROXY SOLICITED BY MANAGEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF GREIF BROS. CORPORATION
CALLED FOR FEBRUARY 27, 1996
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 January 26,
1996, appoints Michael J. Gasser, Charles R. Chandler, Naomi C. Dempsey, Allan
Hull, Robert C. Macauley, William B. Sparks, Jr. 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 Annual Meeting
of the Stockholders of the Corporation to be held at 1209 Orange Street,
Wilmington, Delaware, at 10:00 o'clock A.M., E.S.T., on February 27, 1996, and
at any adjournment thereof; as follows:
Proposal No. 1: Adoption of the Proposed Amendment to the Greif Bros.
Corporation By-Laws, increasing the number of directors from seven to a
maximum of eleven.
FOR AGAINST
(The Management urges you to vote FOR the amendment.)
Proposal No. 2: Election of the Board of Directors, as follows:
Michael J. Gasser FOR
Charles R. Chandler FOR
Naomi C. Dempsey FOR
Allan Hull FOR
Robert C. Macauley FOR
William B. Sparks, Jr. FOR
J Maurice Struchen FOR
___________________ FOR
___________________ FOR
___________________ FOR
___________________ FOR
(The Management urges you to vote FOR the nominees listed
above.)
Record Holder Number of Class B Shares Held
Dated , 1996
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.