View:
As filed with the Securities and Exchange Commission on May 13, 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
GREIF BROS. CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-4388903
(State or other jurisdiction of (IRS Employer Identifica-
incorporation or organization) tion Number)
621 Pennsylvania Avenue
Delaware, Ohio 43015
(Address of principal executive offices) (Zip code)
Greif Bros. Corporation
1996 Directors Stock Option Plan
(Full title of the plan)
Michael J. Gasser, Chairman and
Chief Executive Officer
Greif Bros. Corporation
621 Pennsylvania Avenue
Delaware, Ohio 43015
(614) 363-1271
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum
securities be offering aggregate Amount of
to be registered price per offering registration
registered (1) share (2) price (2) fee
Class A 100,000 $25.875 $2,587,500 $784.00
Common
Stock,
without
par value
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also includes an
indeterminable number of additional shares of Class A Common
Stock that may become issuable pursuant to antidilution
adjustment provisions of the Plan.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rules 457(h)(1) and 457(c)
under the Securities Act of 1933, as amended, on the basis of
the average of the high and low sale prices of the
Registrant's Class A Common Stock as reported on the Nasdaq
National Market system on May 9, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) All other reports filed by the Registrant pursuant
to Sections 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the annual report referred to in
(a), above; and
(c) The description of the Registrant's shares of Class
A Common Stock which is contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration
Statement which indicates that all of the shares of Class A Common
Stock offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Class A Common Stock being registered
pursuant to this Registration Statement is being opined upon by
Baker & Hostetler LLP, Columbus, Ohio. Daniel J. Gunsett, a
partner in Baker & Hostetler LLP, is a director of the Registrant.
Mr. Gunsett has been granted options for 4,000 shares of Class A
Common Stock under the 1996 Directors Stock Option Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Business Corporation Act (the
"Delaware Law") sets forth conditions and limitations governing the
indemnification of officers, directors, and other persons.
Indemnification is permitted in third party actions where the
indemnified person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation and in criminal actions where he had no
reasonable cause to believe his conduct was unlawful.
Indemnification is also permitted in lawsuits brought by or on
behalf of the corporation if the standards of conduct described
above are met, except that no indemnification is permitted in
respect to any matter in which the person is adjudged to be liable
to the corporation unless a court shall determine that
indemnification is fair and reasonable in view of all the
circumstances of the case. In cases where indemnification is
permissive, a determination as to whether the person met the
applicable standard of conduct must be made either by the court, by
disinterested directors, by independent legal counsel, or by the
stockholders. Indemnification against expenses (including
attorneys' fees) actually and reasonably incurred by directors,
officers, employees and agents is required under Section 145 of the
Delaware Law in those cases where the person to be indemnified has
been successful on the merits or otherwise in defense of a lawsuit
of the type described above. Such indemnification rights are
specifically not deemed to be exclusive of other rights of
indemnification by agreement or otherwise and the corporation is
authorized to advance expenses incurred prior to the final
disposition of a matter upon receipt of an undertaking to repay
such amounts on a determination that indemnification was not
permitted in the circumstances of the case.
Article 46 of the By-Laws of the Registrant, as amended,
contains certain indemnification provisions adopted pursuant to
authority contained in Section 145 of the Delaware Law. The By-Laws
provide that each director of the Company is to be indemnified
by the Registrant and saved harmless, whether or not then in
office (and his or her heirs, executors and administrators) against
all losses, expenses and damages sustained or reasonably incurred
by him or her in connection with any action, suit or proceeding
commenced or threatened, to which he or she may be a party by
reason of his or her being or having been a director or officer of
the Company, except in relation to matters as to which he or she is
finally adjudged in such action, suit or proceeding to be liable
for willful misfeasance, bad faith or negligence in the performance
of his or her duties as such director or officer. The foregoing
indemnification is not exclusive as to any other rights to which a
director may be entitled as a matter of law or otherwise.
Under Section 145 of the Delaware Law, the Registrant may
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee, or agent of the Registrant, or
who, while serving in such capacity, is or was at the request of
the Registrant, a director, officer, employee or agent of another
corporation or legal entity or of an employee benefit plan, against
liability asserted against or incurred by such person in any such
capacity whether or not the corporation would have the power to
provide indemnity under Section 145. The Registrant has purchased
a liability policy to indemnify its officers and directors against
losses arising from claims by reason of their legal liability for
acts as officers and directors, subject to the limitations and
conditions set forth in the policy.
There is no litigation pending or, to the best of the
Registrant's knowledge, threatened which might or could result in
a claim for indemnification by a director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
If Incorporated by Reference,
Document with which Exhibit
Exhibit No. Description of Exhibit was Previously Filed with SEC
4(a) Article Fourth of the Registration Statement on
Certificate of Form S-8, File No. 333-26767
Incorporation, as amended, (see Exhibit 4.2 therein).
of Greif Bros. Corporation.
4(b) Greif Bros. Corporation 1996
Directors Stock Option Plan. Contained herein.
5 Opinion of Baker & Hostetler
LLP. Contained herein.
23(a) Consent of Baker & Hostetler
LLP. Contained in Exhibit 5.
23(b) Consent of Price Waterhouse
LLP. Contained herein.
24 Powers of Attorney. Registration Statement on
Form S-8, File No. 333-26767
(see Exhibit 24 therein).
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement: (I) to include any Prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act"); (ii) to reflect in the Prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement. Provided, however, that paragraphs (a)(I) and
(a)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered
which remain unsold at the termination of the offering.
The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the provisions
described in Item 6, above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabili-
ties (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Delaware, State of Ohio, on May 12, 1997.
GREIF BROS. CORPORATION
Date: May 12, 1997 By /s/ Michael J. Gasser
Michael J. Gasser, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Michael J. Gasser Chairman of the Board, May 12, 1997
Michael J. Gasser Chief Executive Officer,
and Director (principal
executive officer)
/s/ William B. Sparks, Jr. President, Chief Operating May 12, 1997
William B. Sparks, Jr. Officer, and Director
/s/ John K. Dieker Controller (principal financial May 12, 1997
John K. Dieker officer and principal accounting
officer)
Charles R. Chandler* Director May 12, 1997
Charles R. Chandler
Michael H. Dempsey* Director May 12, 1997
Michael H. Dempsey
Naomi C. Dempsey* Director May 12, 1997
Naomi C. Dempsey
Daniel J. Gunsett* Director May 12, 1997
Daniel J. Gunsett
Allan Hull* Director May 12, 1997
Allan Hull
Robert C. Macauley* Director May 12, 1997
Robert C. Macauley
David J. Olderman* Director May 12, 1997
David J. Olderman
J Maurice Struchen* Director May 12, 1997
J Maurice Struchen
*The undersigned, Michael J. Gasser, by signing his name
hereto, does hereby execute this Registration Statement on behalf
of each of the other above-named persons pursuant to powers of
attorney duly executed by such persons and filed as an exhibit to
this Registration Statement.
By /s/ Michael J. Gasser May 12, 1997
Michael J. Gasser, Attorney in Fact
EXHIBIT INDEX
If Incorporated by Reference,
Document with which Exhibit
Exhibit No. Description of Exhibit was Previously Filed with SEC
4(a) Article Fourth of the Registration Statement on
Certificate of Form S-8, File No. 333-26767
Incorporation, as amended, (see Exhibit 4.2 therein).
of Greif Bros. Corporation.
4(b) Greif Bros. Corporation
1996 Directors Stock
Option Plan. Contained herein.
5 Opinion of Baker &Hostetler
LLP. Contained herein.
23(a) Consent of Baker & Hostetler
LLP. Contained in Exhibit 5.
23(b) Consent of Price Waterhouse
LLP. Contained herein.
24 Powers of Attorney. Registration Statement on
Form S-8, File No. 333-26767
(see Exhibit 24 therein).
EXHIBIT 4(b)
GREIF BROS. CORPORATION
1996 DIRECTORS STOCK OPTION PLAN
Section 1. PURPOSE.
The purposes of the Greif Bros. Corporation 1996 Directors
Stock Option Plan (the "Plan") are to encourage directors of Greif
Bros. Corporation, a Delaware corporation (the "Company"), who are
not employees of the Company to acquire or increase a proprietary
interest in the Company, to promote and strengthen the interest of
such directors in the development and financial success of the
Company, and to assist the Company in attracting and retaining
highly qualified directors by providing such directors with options
(the "Options") to purchase shares of Class A Common Stock (the
"Shares") of the Company.
Section 2. SHARES SUBJECT TO THE PLAN.
The maximum aggregate number of Shares reserved and available
for grants of Options under the Plan shall be 100,000 Shares. Such
Shares may be authorized but unissued Shares or issued Shares
reacquired by the Company and held as treasury Shares. If an
Option granted under the Plan expires or terminates without
exercise, the Shares subject to such expired or terminated Option
shall again be available for other Options to be granted under the
Plan. The aggregate number of Shares allocated to the Plan shall
be subject to adjustment pursuant to Section 6.
Section 3. ELIGIBILITY.
The persons eligible to receive Options under the Plan shall
include only individuals who are directors of the Company and who
are not employees of the Company or any subsidiary or affiliate of
the Company (each such individual, an "Eligible Director").
Section 4. GRANT OF OPTIONS.
Each person who is an Eligible Director on the effective date
of the Plan (determined as of such effective date) shall be
automatically granted an Option to purchase 2,000 Shares.
Immediately following each annual meeting of the stockholders
of the Company held after the effective date of the Plan, each
director of the Company who is then an Eligible Director shall be
automatically granted an Option to purchase 2,000 Shares as of the
date of such annual meeting.
Section 5. TERMS OF OPTION.
The Options shall be stock options not intended to qualify as
incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). Each Option shall be
evidenced by a written agreement (an "Option Agreement"). Each
Option Agreement shall be dated as of the date on which the Option
is granted and shall be signed by an officer of the Company and by
the Eligible Director to whom such Option is granted (Eligible
Directors granted Options hereunder, "Grantees").
All Option Agreements shall be consistent with the Plan and
shall be subject to the following terms and conditions:
(a) Vesting. Each Option shall be fully vested and
exercisable on the date granted.
(b) Exercise Price. The exercise or purchase price of Shares
subject to an Option shall be the fair market value of
the Shares at the time such Option is granted. For
purposes of the Plan, the fair market value of the Shares
shall be the last sale price of the Shares as reported on
the Nasdaq National Market on the last trading day prior
to the grant date.
(c) Maximum Term. Subject to Section 5(f), below, the term of each
Option shall commence on the date of grant and shall
terminate on the tenth anniversary of such date.
(d) Method of Exercise. An Option may be exercised, in whole
or in part, by giving written notice to the Secretary of
the Company stating the number of Shares (which must be
a whole number) with respect to which the Option is being
exercised and the time during normal business hours for
delivery of those Shares, which shall be more than 10 and
less than 20 business days after exercise of the Option.
Subject to compliance with all other terms and conditions
of the Plan and the Option Agreement relating to such
Option, the Company shall deliver, at the specified time
at the principal office of the Company, a certificate for
such Shares to the person entitled to receive such Shares
upon receipt of payment of the full purchase price for
such Shares as follows: (i) by certified or bank
cashier's check or other form of payment acceptable to
the Company; or (ii) by delivery of unrestricted Shares
with a fair market value on the date of such delivery
equal to the total exercise price; or (iii) by surrender
of Shares subject to the Option which have a value,
determined by subtracting the exercise price of such
Shares from their fair market on the date of such
surrender, equal to the total exercise price; or (iv) by
a combination of any of the preceding methods.
(e) Transferability. No Option shall be transferable by a
Grantee other than by will or the laws of descent and
distribution. During the lifetime of a Grantee, an
Option shall be exercisable (subject to any other
applicable restrictions on exercise) only by a Grantee
for his or her own account or by the Grantee's authorized
legal representative if the Grantee is unable to exercise
the Option because of his or her disability. Upon the
death of a Grantee, an Option shall be exercisable
(subject to any other applicable restrictions on
exercise) only by the executor or administrator of the
Grantee's estate.
Notwithstanding the foregoing to the contrary, an Option
may be gifted by a Grantee (without the receipt of
consideration), from time to time, to one or more of such
Grantee's spouse, children, grandchildren, or to the
trustee of a trust for the principal benefit of one or
more of such persons, or to partnerships whose only
partners are one or more of such persons. Any Option
which shall be gifted shall continue to be subject to all
provisions and conditions of the Plan and the Option
Agreement applicable to the Option prior to its transfer,
including without limitation, restrictions on
transferability and limitations on exercise following
cessation as a director, provided that the person
receiving the gift shall have the same right to exercise
the gifted Option as the Grantee who gifted the Option.
(f) Termination of Option. Except as otherwise provided in
Section 9, if a Grantee ceases to be an Eligible Director for
any reason, then all Options or any unexercised portion
of such Options which otherwise are exercisable by such
Grantee shall terminate unless such Options are exercised
within six months after the date such Grantee ceases to
be an Eligible Director (but in no event after expiration
of the original term of any such Option); provided, that
if such Grantee ceases to be an Eligible Director by
reason of such Grantee's death, the six-month period
shall instead be a one-year period.
Section 6. CHANGES IN CAPITAL STRUCTURE.
If the Company (a) pays a stock dividend or makes a
distribution in Shares without receiving consideration in the form
of money, services, or property, (b) subdivides or splits its
outstanding Shares into a greater number of Shares, or (c) combines
its outstanding Shares into a smaller number of Shares, then the
aggregate number of Shares reserved for issuance pursuant to the
Plan and the number and exercise price of Shares subject to the
unexercised portions of then-outstanding Options shall be adjusted
so that, assuming that Options had been previously granted for all
of the Shares so reserved, the Grantees would be entitled to
receive for the same aggregate price that number of Shares which
they would have owned after the happening of any of the events
described above had they exercised all of such Options prior to the
happening of such event. An adjustment made pursuant to this
paragraph shall become effective immediately after the record date
in the case of a dividend or other distribution or the effective
date in the case of a subdivision, split, or combination.
If the Company reclassifies or changes the Shares (except for
splitting or combining, or changing par value, or changing from par
value to no par value, or changing from no par value to par value)
or participates in a consolidation or merger (other than a merger
in which the Company is the surviving corporation and which does
not result in any reclassification or change of the Shares except
as stated above), the aggregate number of Shares reserved for
issuance pursuant to the Plan and the number and exercise price of
Shares subject to the unexercised portions of then-outstanding
Options shall be adjusted so that, assuming that Options had been
previously granted for all the Shares so reserved, the Grantees
would be entitled to receive for the same aggregate price that
number and type of shares of capital stock which they would have
owned after the happening of any of the events described above had
they exercised all of such Options prior to the happening of such
event.
No adjustment pursuant to this section shall be required
unless such adjustment would require an increase or decrease of at
least 1% in the number or price of Shares; provided that any
adjustments which by reason of this paragraph are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this section shall
be made to the nearest cent or to the nearest full share, as the
case may be. Anything in this section to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the exercise price, in addition to those required by
this section, as it, in its discretion, shall determine to be
advisable in order that any stock dividends, subdivisions or splits
of shares, distribution of rights to purchase shares or securities,
or distribution of securities convertible into or exchangeable for
shares hereafter made by the Company to its stockholders shall not
be taxable.
Whenever an adjustment is made pursuant to the preceding
provisions of this section, the Company shall promptly prepare a
notice of such adjustment setting forth the terms of such
adjustment and the date on which such adjustment became effective
and shall mail such notice of adjustment to the Grantees at their
respective addresses appearing on the records of the Company or at
such other address any Grantees may from time to time designate in
writing to the Company.
Section 7. COMPLIANCE WITH SECURITIES LAWS; DELIVERY OF SHARES.
No Option shall be exercisable and no Shares shall be
delivered under the Plan except in compliance with all applicable
federal and state securities laws and regulations. The Company may
require each person acquiring Shares pursuant to the exercise of an
Option under the Plan (a) to represent and warrant to and agree
with the Company in writing that the participant is acquiring the
Shares without a view to distribution thereof, and (b) to make such
additional representations, warranties and agreements with respect
to the investment intent of such person or persons exercising the
Option as the Company may reasonably request.
All certificates for Shares or other securities delivered
under the Plan shall be subject to such stop-transfer orders and
other restrictions as the Company may deem advisable under the
rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Shares are
then listed, and any applicable federal or state securities laws,
and the Company may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
Section 8. WITHHOLDING TAX.
The Company, at its option, shall have the right to require
any person who is entitled to receive Shares pursuant to the
exercise of an Option to pay to the Company an amount equal to all
taxes which the Company is required to withhold with respect to
such Shares or make arrangements satisfactory to the Company
regarding the payment of such taxes, or, in lieu thereof, to
retain, or sell without notice, a number of such Shares sufficient
to cover the amount required to be withheld. The obligations of
the Company under the Plan shall be conditional on such payment or
other arrangements acceptable to the Company.
Section 9. TERMINATION FOR CAUSE.
Notwithstanding any provision to the contrary in the Plan or
in any Option Agreement, upon the discharge of any Grantee as a
director of the Company for cause, all unexercised Options granted
to such Grantee shall immediately lapse and be of no further force
or effect.
Section 10. TERMINATION AND AMENDMENT OF PLAN.
The Board may from time to time alter, amend, suspend, or
terminate the Plan or may at any time terminate the Plan, provided
that no such action shall materially and adversely affect any
outstanding Options without the consent of the respective Grantees
of such Options.
Section 11. NO ENLARGEMENT OF RIGHTS.
The award of Options under the Plan to an Eligible Director
shall not confer any right to such director to continue as a
director of the Company and shall not restrict or interfere in any
way with the rights of the stockholders of the Company to terminate
such directorship, with or without cause, at any time.
Section 12. RIGHTS AS STOCKHOLDER.
No Grantee or such Grantee's assignee or executor or
administrator shall have any rights of a stockholder in the Company
with respect to the Shares covered by an Option unless and until a
certificate representing such Shares has been duly issued and
delivered to him or her under the Plan.
Section 13. DEFINITION OF SUBSIDIARY AND AFFILIATE.
The term "subsidiary" means a subsidiary corporation as
defined in Section 424(f) of the Code. An "affiliate" of, or a person or
entity "affiliated" with, a specified person or entity, is a person
or entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, the person or entity specified.
Section 14. GOVERNMENT REGULATIONS.
Notwithstanding any provisions of the Plan or any Option
Agreement, the Company's obligations under the Plan and any such
Option Agreement shall be subject to all applicable laws, rules and
regulations and to such approvals as may be required by any
governmental or regulatory authorities.
Section 15. GOVERNING LAW.
The Plan and all Option Agreements shall be governed by and
construed in accordance with the laws of the State of Ohio.
Section 16. GENDERS AND NUMBERS.
When permitted by the context, each pronoun used in the Plan
includes the same pronoun in other genders and numbers, and each
noun used in the Plan includes the same noun in other numbers.
Section 17. CAPTIONS.
The captions of the various sections and paragraphs of the
Plan are not part of the context of the Plan, but are only labels
to assist in locating those sections, and shall be ignored in
construing the Plan.
Section 18. EFFECTIVE DATE; TERM OF PLAN.
The Plan shall be effective as of September 5, 1996. No
Option shall be granted pursuant to the Plan on or after the tenth
anniversary of the effective date of the Plan, but Options granted
prior to such tenth anniversary may extend beyond that date.
EXHIBIT 5
BAKER & HOSTETLER LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
May 12, 1997
Greif Bros. Corporation
621 Pennsylvania Avenue
Delaware, Ohio 43015
Ladies and Gentlemen:
We are acting as counsel to Greif Bros. Corporation, a
Delaware corporation (the "Company"), in connection with its
Registration Statement on Form S-8 (the "Registration Statement")
being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, to
register 100,000 shares of Class A Common Stock, without par value,
of the Company (the "Shares") for offer and sale under, and
pursuant to, the Company's 1996 Directors Stock Option Plan (the
"Plan").
In connection therewith, we have examined the Company's
Certificate of Incorporation and By-Laws, both as amended through
the date hereof, and the records, as exhibited to us, of the
corporate proceedings of the Company; a copy of the Plan; and such
other documents and records, including a certificate from the
secretary of the Company, as we have considered necessary for
purposes of this opinion. In rendering this opinion, we have
assumed the genuineness, without independent investigation, of all
signatures on all documents examined by us, the conformity to
original documents of all documents submitted to us as certified or
facsimile copies, and the authenticity of all such documents.
Based upon the foregoing, we are of the opinion that the
Shares, when sold and paid for in the manner contemplated by the
Plan, will have been validly issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 27,
1996 which appears on page 33 of Greif Bros. Corporation's Annual
Report on Form 10-K for the year ended October 31, 1996. We also
consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page 51 of such
Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Columbus, Ohio
May 12, 1997