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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GREIF BROS. CORPORATION
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules
14(a)-6(i)(4) and O-11
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule O-11:
(4) Proposed minimum aggregate value of
transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule O-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing,
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement
No.:
(3) Filing Party:
(4) Date Filed:
GREIF BROS. CORPORATION
425 WINTER ROAD
DELAWARE, OHIO 43015
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Class B Stockholders of
GREIF BROS. CORPORATION:
Notice is hereby given that the Annual Meeting of
Stockholders of Greif Bros. Corporation (the "Company") will be
held at the principal executive offices of the Company, 425
Winter Road, Delaware, Ohio 43015, on February 23, 1998, at 10:00
A.M., E.S.T., for the following purposes.
1. To elect ten directors to serve for a one-year term;
2. To consider and act upon a proposal for the Amendment
and Restatement of the Company's Certificate of Incorporation
to eliminate outdated provisions and simplify and update
certain other provisions; 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 5, 1998, will be entitled to
notice of and to vote at this meeting.
Whether or not you plan to attend this meeting, we hope that
you will sign the enclosed proxy and return it promptly in the
enclosed envelope. If you are able to attend the meeting and
wish to vote in person, at your request we will cancel your
proxy.
February 5, 1998 Joseph W. Reed
Secretary
GREIF BROS. CORPORATION
425 WINTER ROAD
DELAWARE, OHIO 43015
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 23, 1998
To the Class B Stockholders of Greif Bros. Corporation:
This Proxy Statement is being furnished to the Class B
Stockholders of Greif Bros. Corporation, a Delaware corporation
(the "Company"), in connection with the solicitation by Management
of proxies that will be used at the Annual Meeting scheduled to be
held on February 23, 1998 at 10:00 A.M., E.S.T., at its principal
executive offices, 425 Winter Road, Delaware, Ohio 43015. It is
anticipated that this Proxy Statement and form of proxy will first
be sent to the Class B Stockholders on or about February 5, 1998.
At the meeting, the Class B Stockholders will vote upon:
(1) the election of ten directors; (2) a proposal for the
Amendment and Restatement of the Company's Certificate of
Incorporation to eliminate outdated provisions and simplify and
update certain other provistions; and (3) such other business as
may properly come before the meeting or any and all adjournments.
Shares of the Class B Common Stock represented by properly
executed proxies will be voted at the Annual Meeting in accordance
with the choices indicated on the proxy. If no choices are
indicated, the shares will be voted in favor of the ten
nominees described in this Proxy Statement and the proposal for the
Amendment and Restatement of the Company's Certificate of
Incorporation. Any proxy may be revoked at any time prior to its
exercise by delivery to the Company of a subsequently dated proxy
or by giving notice of revocation to the Company in writing or in
open meeting. A Class B Stockholder's presence at the Annual
Meeting does not by itself revoke the proxy.
The close of business on February 5, 1998, has been fixed as
the record date for the determination of Class B Stockholders
entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof. On the record date, there were outstanding
and entitled to vote 12,001,793 shares of Class B Common Stock.
Each share is entitled to one vote.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Elect Ten Directors to Serve for a One-Year Term
The number of directors currently is fixed at ten, with each
director serving for a one-year term. At the Annual Meeting,
shares of the Class B Common Stock represented by the proxies,
unless otherwise specified, will be voted to elect as directors
Michael J. Gasser, Charles R. Chandler, Michael H. Dempsey, Naomi
C. Dempsey, Daniel J. Gunsett, Allan Hull, Robert C. Macauley,
David J. Olderman, William B. Sparks, Jr. and J Maurice Struchen,
the ten persons nominated by the Nominating Committee of the Board
of Directors, all of whom are currently directors of the Company
and have served continuously since their first election or
appointment.
If any nominee is unable to accept the office of director,
or will not serve, which is not anticipated, the persons named in
the proxy will not have authority to vote it for another nominee.
Directors' Biographies
MICHAEL J. GASSER, 46, has been a director since 1991. He has been
Chairman of the Board of Directors and Chief Executive Officer of
the Company since 1994. He has been an executive officer of the
Company since 1988. He is a member of the Executive and Nominating
Committees. He is also a director for Bob Evans Farms, Inc., a
restaurant and food products company.
CHARLES R. CHANDLER, 62, has been a director since 1987. He became
Vice Chairman of the Company in 1996. Prior to 1997, and for more
than five years, Mr. Chandler had been the President and Chief
Operating Officer of Virginia Fibre Corporation, a subsidiary of
the Company. He is a member of the Executive Committee.
MICHAEL H. DEMPSEY, 41, has been a director since 1996. He is an
investor. Prior to 1997, and for more than five years, he had been
the President of Kuschall of America, a wheelchair manufacturing
company. He is a member of the Audit and Executive Committees.
Mr. Dempsey is the son of Naomi C. Dempsey.
NAOMI C. DEMPSEY, 81, has been a director since 1995. She is an
investor and member of the Compensation, Stock Option and
Nominating Committees. Mrs. Dempsey is the mother of Michael H.
Dempsey.
DANIEL J. GUNSETT, 49, has been a director since 1996. For more
than five years, he has been a partner with the law firm of Baker
and Hostetler LLP. He is a member of the Audit, Compensation,
Stock Option and Nominating Committees.
ALLAN HULL, 84, has been a director since 1947. He is a Vice
President and General Counsel of the Company. He has been an
executive officer of the Company since 1964. In addition, for more
than five years, he has been a partner with the law firm of Hull
and Hull, Cleveland, Ohio. He is a member of the Executive
Committee.
ROBERT C. MACAULEY, 74, has been a director since 1979. For more
than five years, he has been the Chief Executive Officer of
Virginia Fibre Corporation, a subsidiary of the Company. He is a
member of the Compensation Committee.
DAVID J. OLDERMAN, 62, has been a director since 1996. He is an
investor. Prior to 1997, and for more than five years, he had been
Chairman and Chief Executive Officer of Carret and Company, Inc.,
an investment counseling firm. He is a member of the Audit and
Stock Option Committees. He is also a director for Van Eck Global
Funds, a group of mutual funds, Laidig, Inc., an engineering
company and conveyor manufacturer, Chubb, a mutual fund, and First
Financial Services, a financial services company.
WILLIAM B. SPARKS, JR., 56, has been a director since 1995. He has
been President and Chief Operating Officer of the Company since
1995. Prior to that time, and for more than five years, Mr. Sparks
was Chief Executive Officer of Down River International, Inc., a
former subsidiary of the Company. He is a member of the Executive
Committee.
J MAURICE STRUCHEN, 77, has been a director since 1993. He is a
retired former Chairman and Chief Executive Officer of Society
Corporation, a banking corporation. He is a member of the
Compensation, Stock Option and Nominating Committees. He is also a
director of Forest City Enterprises, Inc., a land development
company.
Directors are elected by a plurality of the votes cast.
Stockholders may not cumulate their votes. The ten 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.
PROPOSAL NO. 2 - AMENDMENT AND RESTATEMENT OF
THE COMPANY'S CERTIFICATE OF INCORPORATION
Amendment and Restatement of the
Company's Certificate of Incorporation to
Eliminate Outdated Provisions and
Simplify and Update Certain Other Provisions
The Company was incorporated as a Delaware corporation on
January 26, 1926. Since that date, the only changes to the
Company's original Certificate of Incorporation related to Article
First, the Company's name, and Article Fourth, the terms and
conditions of the Company's capital stock. The Company desires to
simplify its Certificate of Incorporation (the "Current
Certificate") by amending it to eliminate outdated provisions and
to modernizing the language of certain other provisions. Neither
Article First nor Article Fourth are being amended. The amendments
will not affect any of the existing powers or rights of the
stockholders. A copy of the proposed Amended and Restated
Certificate of Incorporation is attached hereto as Exhibit A (the
"Restated Certificate").
Article Second of the Current Certificate sets forth the
prior address of the Company's registered office in Delaware
and the prior name of the Company's registered agent in that state.
Article Second of the Restated Certificate contains the current
information with respect to the Company's registered office in
Delaware and the name of its registered agent.
Article Third of the Current Certificate sets forth a list of
20 separate purposes and powers that, in effect, permit the Company
to engage in any lawful business. In 1967, Section 102(a) of the
Delaware General Corporation Law ("DGCL") was revised to permit the
use of a general purpose clause. Article Third of the Restated
Certificate provides that the Company may engage in any lawful
act or activity for which corporations may be organized under the
DGCL, which is consistent with Section 102(a)(3).
Article Fifth of the Current Certificate sets forth the
number of shares with which the Company may commence business.
Article Sixth of the Current Certificate contains the names and
addresses of the original subscribers. These two Articles are no
longer necessary and are proposed to be eliminated.
Article Seventh of the Current Certificate provides for the
perpetual existence of the Company. This statement was required
under prior Delaware law. However, Section 102(b)(5) of the DGCL
requires a statement as to duration only if duration is other than
perpetual. Accordingly, this article is no longer required by law
and is proposed to be eliminated.
Article Eighth of the Current Certificate provides that the
private property of stockholders of the Company will not be subject
to the payment of corporate debts. The statement was required
under prior Delaware law. However, Section 102(b)(6) of the DGCL
requires such a statement only if personal liability is to be
imposed. Accordingly, this article is no longer required by law
and is proposed to be eliminated.
Article Ninth of the Current Certificate sets forth the
initial number of directors and permits alteration of this number
from time to time as provided by the Company's bylaws. This article
is no longer necessary and is proposed to be eliminated.
Article Tenth of the Current Certificate enumerates certain
powers of the Board of Directors, all of which are consistent with
the general powers conferred upon directors under the DGCL. It is
proposed that this article be simplified by eliminating all of the
enumerated powers other than (b), which addresses the power to
adopt, amend, or repeal the bylaws, which power is retained in
Article Fifth of the Restated Certificate.
Article Eleventh of the Current Certificate addresses the
interested party contracts and transactions between the Company and
its officers and directors. It is proposed that this article be
replaced by article Sixth of the Restated Certificate, which
contains the concept but with updated language that is consistent
with the language in section 144 of the DGCL.
Article Twelfth of the Current Certificate grants to
stockholders and directors the power to hold their meetings and to
have their offices and to keep the books of the Company either
inside or outside of Delaware. Article Thirteenth of the Current
Certificate provides that written notice of a stockholders meeting
need not be published unless specifically required by the DGCL.
Article Fourteenth of the Current Certificate addresses the removal
of officers. Article Fifteenth permits the Company, in its bylaws,
to make any other provision or requirement for the management or
conduct of its business not inconsistent with the certificate of
incorporation or contrary to the DGCL. None of these articles are
required by the DGCL and are proposed to be eliminated.
Article Sixteenth of the Current Certificate authorizes the
Board of Directors to determine the terms and manner of
disposition of the Company's authorized capital stock. Under
Delaware law in existence at the time of filing the original
Certificate of Incorporation, this provision had the effect of
limiting the preemptive rights of stockholders. It is proposed that
this article be simplified and modernized to provide that
stockholders do not have preemptive rights with respect to
additional stock issued by the Company.
Article Seventeenth of the Current Certificate provides for
the Company's reservation of its right to amend the Company's
Certificate of Incorporation. This article has been retained in
Article Tenth of the Restated Certificate with various
nonsubstantive style changes.
Proposed Articles Eighth and Ninth of the Restated
Certificate do not have counterparts in the Current Certificate.
Proposed Article Eighth provides that, to the extent permitted by
the DGCL, a director of the Company will not be personally liable
to the Company or its stockholders for monetary damages for
breaches of fiduciary duties as a director. This limitation on
liability, found under Section 102(b)(7) of the DGCL, was added to
the Delaware law in 1986. Proposed Article Ninth provides that, to
the extent permitted by the DGCL, the Company may purchase or
otherwise acquire shares of stock of any class issued by it for
consideration and upon such terms and conditions as may be
authorized by the Board of Directors, in its discretion, from time
to time. This provision is consistent with Section 160 of the
DGCL.
The affirmative vote of the holders of a majority of the
outstanding shares of the Class B Common Stock of the Company
present or represented at the Annual Meeting and entitled to vote
thereat is necessary to approve Proposal No. 2. Abstentions and
non-votes by brokers holding shares of Class B Common Stock in
street names will have the same effect as Class B Common Stock cast
against Proposal No. 2. Naomi C. Dempsey, who beneficially owns in
the aggregate approximately 68.21% of the outstanding shares of
Class B Common Stock, has indicated her intention to vote in favor
of Proposal No. 2.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
PROPOSAL NO. 2 FOR THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO ELIMINATE OUTDATED PROVISIONS AND
SIMPLIFY AND UPDATE CERTAIN OTHER PROVISIONS.
Board of Directors Committees and Meetings
The Board held five meetings during the 1997 fiscal year.
Each director attended at least 75% of the meetings held by the
Board and committees on which he or she served during the 1997
fiscal year.
The Board has established an Executive Committee, a
Compensation Committee, an Audit Committee, a Stock Option
Committee and a Nominating Committee.
The Executive Committee, whose current members are Messrs.
Gasser, Chandler, Dempsey, Hull and Sparks, has the same authority,
subject to certain limitations, as the Board during intervals
between meetings of the Board. The Executive Committee held seven
meetings during the 1997 fiscal year. The Compensation Committee,
whose current members are Mrs. Dempsey and Messrs. Gunsett,
Macauley and Struchen, is responsible for evaluating the
compensation, fringe benefits and perquisites provided to the
Company's officers and adopting compensation policies applicable to
the Company's executive officers, including the specific
relationship, if any, of corporate performance to executive
compensation and the factors and criteria upon which the
compensation of the Company's chief executive officer should be
based. The Compensation Committee held five meetings during the
1997 fiscal year. The Audit Committee, whose current members are
Messrs. Dempsey, Gunsett and Olderman, is responsible for
recommending the appointment of the Company's auditors to the
Board, reviewing with such auditors the scope and results of their
audit, reviewing the Company's accounting functions, operations and
management, and considering the adequacy and effectiveness of the
internal auditing controls and internal auditing methods and
procedures of the Company. The Audit Committee held three meetings
during the 1997 fiscal year. The Stock Option Committee, whose
current members are Mrs. Dempsey and Messrs. Gunsett, Olderman and
Struchen, is responsible for administering the Company's Incentive
Stock Option Plan which provides for the granting of options for
shares of the Company's Class A Common Stock to key employees. The
Stock Option Committee held one meeting during the 1997 fiscal
year. The Nominating Committee, whose current members are Mrs.
Dempsey and Messrs. Gasser, Gunsett and Struchen, is responsible
for nominating members to the Board and committees. The Nominating
Committee was recently formed and held one meeting to consider and
nominate the ten persons described in this Proxy Statement.
The Nominating Committee will consider for nomination as
directors of the Company persons recommended by the stockholders of
the Company. In order to recommend a person for the 1999 annual
meeting, a stockholder must deliver a written recommendation to the
secretary of the Company on or prior to 120 days in advance of the
first anniversary of the date of this Proxy Statement (the "Notice
Date"). In order to be considered by the Nominating Committee, the
written recommendation must contain the following information: (a)
the name and address, as they appear on the Company's books, of the
stockholder making the recommendation; (b) the class and number of
shares of capital stock of the Company beneficially owned by such
stockholder; (c) the name and address of the person recommended as
a nominee and a brief description of the background, experience and
qualifications of such person which will assist the Nominating
Committee in evaluating such person as a potential director of the
Company; and (d) any material interest of such stockholder or such
nominee in the business to be presented at the 1999 annual meeting.
After the Notice Date, the Nominating Committee will meet and
consider all persons recommended by stockholders as nominees for
directors. Within 30 days after the Notice Date, the secretary of
the Company will notify in writing the stockholder recommending the
nominee whether or not the Nominating Committee intends to nominate
for election as a director at the 1999 annual meeting the person he
or she recommended.
Security Ownership of Certain
Beneficial Owners and Management
The following table sets forth certain information, as of
January 5, 1998, with respect to the only persons known by the
Company to be the beneficial owners of 5% or more of the Class B
Common Stock, the Company's only class of voting securities:
Class of Type of Number of Percent
Name and Address stock ownership shares of class
Naomi C. Dempsey, Trustee Class B See (1) below 6,523,236 54.35%
782 W. Orange Road
Delaware, Ohio
Naomi C. Dempsey, Trustee Class B See (2) below 1,663,040 13.86%
Robert C. Macauley Class B Record and 1,150,000 9.58%
161 Cherry Street Beneficially
New Canaan, Conneticut
(1) Held by Naomi C. Dempsey as trustee of the Naomi C. Dempsey
Living Trust (6,043,236 shares) and the John C. Dempsey
Trust (480,000 shares).
(2) Held by Naomi C. Dempsey as successor trustee of the Naomi
A. Coyle Trust.
The following table sets forth certain information, as of
January 5, 1998, with respect to the Class A Common Stock and
Class B Common Stock (the only equity securities of the Company)
beneficially owned, directly or indirectly, by each director and
each executive officer named in the summary compensation table:
Title and Percent of Class (1)
Name Class A %
John P. Berg 10,000 *
Charles R. Chandler 10,400 *
Michael H. Dempsey 4,000 *
Naomi C. Dempsey 4,000 *
Michael J. Gasser 30,000 *
Daniel J. Gunsett 4,000 *
Allan Hull 14,000 *
Robert C. Macauley -0- *
David J. Olderman 5,000 *
William B. Sparks, Jr. 21,086 *
Ralph V. Stoner, Sr. -0- *
J Maurice Struchen 4,000 *
Title and Percent of Class (1)
Name Class B %
John P. Berg 11,000 *
Charles R. Chandler 4,000 *
Michael H. Dempsey 19,996 *
Naomi C. Dempsey 8,186,276 (2) 68.21%
Michael J. Gasser 11,798 *
Daniel J. Gunsett -0- *
Allan Hull 148,260 1.24%
Robert C. Macauley 1,150,000 9.58%
David J. Olderman 6,774 *
William B. Sparks, Jr. 6,248 *
Ralph V. Stoner, Sr. 15,400 *
J Maurice Struchen 7,400 *
* Less than one percent.
(1) Except as otherwise indicated below, the persons named in the
table (and their spouses, if applicable) have sole voting
and investment power with respect to all shares of Class A
Common Stock or Class B Common Stock owned by them. This
table includes shares for Class A Common Stock subject to
currently exercisable options, or options exercisable within
60 days of January 5, 1998, granted by the Company under the
1995 Incentive Stock Option Plan and the 1996 Directors'
Stock Option Plan, for the following directors and named
executives officers: Mr. Berg - 10,000; Mr. Chandler -
10,000; Mr. Dempsey - 4,000; Mrs. Dempsey - 4,000; Mr.
Gasser - 30,000; Mr. Gunsett - 4,000; Mr. Hull - 14,000;
Mr. Olderman - 4,000; Mr. Sparks, Jr. - 20,000; and Mr.
Struchen - 4,000.
(2) Held by Naomi C. Dempsey as trustee of the Naomi C. Dempsey
Living Trust (6,043,236 shares), the John C. Dempsey Trust
(480,000 shares) and the Naomi A. Coyle Trust (1,663,040 shares).
In addition to the above referenced shares, Messrs. Gasser,
Hull and Lloyd D. Baker, President of Soterra, Incorporated, a
subsidiary of the Company, 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. Gasser, Hull, Metzger and Lawrence A.
Ratcliffe, Director of Human Resources, 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.
The following sets forth the equity securities owned or
controlled by all directors and executive officers as a group (27
persons) as of January 5, 1998:
Title of class of stock Amount beneficially owned Percent of class
Class A Common Stock (1) 156,436 1.42%
Class B Common Stock 9,726,582 81.04%
(1) Shares represent the number of shares beneficially owned,
directly or indirectly, by each director and executive
officer as of January 5, 1998. The number includes shares
subject to currently exercisable options, or options
exercisable within 60 days of January 5, 1998, granted by
the Company under the 1995 Incentive Stock Option Plan and
the 1996 Directors' Stock Option Plan, for the directors
and executive officers as a group - 151,500.
Executive Compensation
The following table sets forth the compensation for the
three years ended October 31, 1997 for the Company's chief
executive officer and the Company's four other most highly
compensated executive officers and one additional person who
retired during 1997:
Number of
Stock
Deferred All Options
Name & Position Year Salary Bonus Compensation Other Granted
Michael J. Gasser 1997 $415,524 $112,000 $ 3,043 25,000
Chairman
Chief Executive 1996 $314,658 $160,000 $ 2,951 25,000
Officer
1995 $205,615 $166,841 $ 504 30,000
Charles R. Chandler 1997 $434,966 $ 80,864 $277,431 $ 2,994 17,000
Director
Vice Chairman 1996 $424,356 $ 70,164 $256,169 $ 251,745 23,000
1995 $427,803 $164,077 $236,537 $ 225,807 10,000
Robert C. Macauley 1997 $371,316 $ 58,782 $ 63,464 $ 60,392
Director
Chief Executive 1996 $371,316 $ 69,932 $ 58,224 $ 729,000
Officer of Virginia
Fibre Corporation 1995 $360,500 $136,165 $ 56,222 $1,879,470
William B. Sparks 1997 $311,992 $ 84,000 $ 3,305 17,000
,Jr.
Director 1996 $257,886 $120,000 $ 9,994 13,000
President and Chief
Operating Officer 1995 $173,048 $105,000 $ 17,921 20,000
Ralph V. Stoner, 1997 $329,167 $ 846
Sr.*
Chief Executive 1996 $200,004 $ 90,562 $ 432 6,500
Officer of Michigan
Packaging Company 1995 $135,360 $135,000 $ 378 10,000
John P. Berg 1997 $152,520 $103,416 $ 924
President Emeritus
1996 $152,520 $103,418 $ 172
1995 $146,304 $103,418 $ 169 10,000
* Mr. Stoner retired July 31, 1997.
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. Subsequent to 1997, the minimum basic
salary for the remaining term will be fixed at $470,000 per year.
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. Subsequent
to 1997, the minimum basic salary for the remaining term will
be fixed at $350,000 per year.
Mr. Charles R. Chandler, Vice Chairman, on August 1, 1986,
and amended in 1988, 1992 and 1996, entered into an employment
agreement, principally providing for (a) the employment of Mr.
Chandler as Vice Chairman until 2001, (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
Greif Bros. Corporation, and (c) the fixing of minimum basic
salary during such period of employment at $424,356 per year. The
employment contract with Mr. Chandler gives him the right to
extend his employment beyond the original term up to five
additional years.
Robert C. Macauley, Chief Executive Officer of Virginia
Fibre Corporation, on August 1, 1986 and amended in 1992, entered
into an employment agreement with Virginia Fibre Corporation,
principally providing for (a) the employment of Mr. Macauley as
Chief Executive Officer for a term of 18 years, (b) the agreement
of Mr. Macauley 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 $275,000
per year.
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 $1,500 for each Board or committee meeting that they attend.
Committee chairs also receive an additional $1,000 per year.
Directors may defer all or a portion of their fees pursuant to a
deferred compensation plan.
During 1996, a Directors' Stock Option Plan was adopted
which provides for the granting of stock options to directors who
are not employees of the Company. The aggregate number of shares
of the Company's Class A Common Stock which options may be
granted shall not exceed 100,000 shares. Beginning in 1997, each
outside director was granted an annual option to purchase 2,000
shares immediately following each annual meeting of stockholders.
Each eligible director also received a one-time grant in 1996 to
purchase 2,000 shares. Under the terms of the Directors' Stock
Option Plan, options are granted at exercise prices equal to the
market value on the date the options are granted and become
exercisable immediately. In 1996, 12,000 options were granted to
outside directors with option prices of $30.00 per share. In
1997, 12,000 options were granted to outside directors with option
prices of $30.50 per share. As of October 31, 1997, no options
had been exercised. Options expire ten years after date of grant.
For 1997, the Compensation Committee of the Board of
Directors voted bonuses to employees, based upon the progress of
the Company, and upon the contributions of the particular
employees to that progress, and upon individual merit. Prior to
1996, the Board of Directors of the Company, or the appropriate
subsidiary company, voted the bonuses for their employees.
Supplementing 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.
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 Virginia Fibre
Corporation's defined benefit pension plan. Mr. Macauley's
estimated accrued benefit from the Deferred Compensation Contract
is $100,423 per year for 10 years and $66,949 per year for an
additional five years. Mr. Chandler's estimated accrued benefit
from the Deferred Compensation Contract is $225,619 per year for
10 years and $150,488 per year for an additional five years.
With respect to Mr. Gasser, the dollar amount in the all
other category relates to the Company match for the 401(k) plan
and premiums paid for life insurance.
With respect to Messrs. Chandler and Macauley, the dollar
amount in the all other category for 1995 and 1996 is
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 for years prior to
1996. All outstanding options were redeemed by Virginia Fibre
Corporation during 1996 and the amount represents the difference
between the redemption price and the cumulative compensation
accrued as of October 31, 1995. In 1997, the dollar amount in the
all other category for Mr. Chandler relates to the Company match
for the 401(k) plan and premiums paid for life insurance, and for
Mr. Macauley the amount relates to the Virginia Fibre Corporation
pension benefits.
With respect to Mr. Sparks, the dollar amount in the all
other category relates to the Company match for the 401(k) plan
and premiums paid for life insurance. In addition, there are
contributions made by Down River International, Inc. to a Profit
Sharing Trust prior to 1997.
With respect to Mr. Stoner, the dollar amount in the all
other category relates to premiums paid for life insurance.
With respect to Mr. Berg, the dollar amount in the all other
category relates to the Company match for the 401(k) plan and
premiums paid for life insurance.
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 shares 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 Incentive Stock Option 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.
The following table sets forth certain information with
respect to options to purchase Class A Common Stock granted
during the fiscal year ended October 31, 1997, 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
% of Total
Options
Granted to
Number of Employees Exercise
Options in Fiscal Price Per Date
Name Granted (1) Year Share Expires 5% (2) 10% (2)
M.J. Gasser 25,000 17% $30.00 9/3/07 $471,671 $1,195,307
C.R. Chandler 17,000 11% $30.00 9/3/07 $320,736 $ 812,809
R.C. Macauley -0- -- -- -- -- --
W.B. Sparks, Jr. 17,000 11% $30.00 9/3/07 $320,736 $ 812,809
R.V. Stoner, Sr. -0- -- -- -- -- --
J.P. Berg -0- -- -- -- -- --
(1) The options are exercisable on September 3, 1999.
(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 the
respect to the exercise of options to purchase Class A Common
Stock during the fiscal year ended October 31, 1997, 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
Shares Number of Unexer- Value of In-The-
Acquired Realized cised Options Held Money Options Held
on Upon at Year-End at Year-End
Exercise Exercise Exer Unexer Exer Unexer
-cisable -cisable -cisable -cisable
M.J. Gasser -0- $ -0- 30,000 50,000 $234,300 $209,375
C.R. Chandler -0- $ -0- 10,000 40,000 $ 78,100 $168,625
R.C. Macauley -0- $ -0- -0- -0- $ -0- $ -0-
W.B. Sparks, Jr. -0- $ -0- 20,000 30,000 $156,200 $124,875
R.V. Stoner, Sr. 10,000 $48,100 -0- -0- $ -0- $ -0-
J.P. Berg -0- $ -0- 10,000 -0- $ 78,100 $ -0-
The following table illustrates the amount of annual pension
benefits for eligible employees upon retirement on the specified
remuneration and years of service classifications under the
registrant's defined benefit pension plan:
DEFINED BENEFIT PENSION TABLE
Annual Benefit for Years of Service
Remuneration 15 20 25 30
$450,000 $28,000 $37,333 $46,667 $56,000
$350,000 $28,000 $37,333 $46,667 $56,000
$250,000 $28,000 $37,333 $46,667 $56,000
$150,000 $26,250 $35,000 $43,750 $52,500
The following table sets forth certain information with
respect to the benefits under the defined benefit pension plans
of the registrant and its subsidiary, Virginia Fibre Corporation,
for each of the named executive officers:
Name of individual Credited Remuneration used Estimated annual
or number of years for calculation of benefit under
persons in group of service annual benefit retirement plan
M.J. Gasser 18 $474,213 $33,600
W.B. Sparks, Jr. 3 $347,413 $ 5,600
C.R. Chandler * 25 $219,224 $54,806
R.C. Macauley * 25 $219,224 $60,392
R.V. Stoner, Sr. 30 $258,068 $56,000
J.P. Berg 30 $253,864 $56,000
* Defined benefit pension plan of Virginia Fibre Corporation.
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 salary and bonus 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.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons owning
more than 10% of a registered class of the Company's equity
securities, to file reports of ownership with the Securities and
Exchange Commission. Officers, directors and greater than 10%
stockholders are required by the Securities and Exchange
Commission's regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on a review of the
copies of such forms furnished to the Company, the Company believes
that during 1997 all Section 16(a) filing requirements applicable
to its officers, directors and greater than 10% stockholders were
complied with by such persons.
Compensation Committee Interlocks and Insider Participation
Robert C. Macauley, Naomi C. Dempsey, Daniel J. Gunsett and
J Maurice Struchen served as members of the Company's Compensation
Committee for the 1997 fiscal year. Mr. Macauley, Chairman of the
Compensation Committee, is an executive officer of the Company.
During fiscal year 1997, the Company retained the law firm of Baker
& Hostetler LLP to perform legal services on its behalf, and it
anticipates retaining such firm in 1998. Mr. Gunsett is a partner
of Baker & Hostetler LLP.
No executive officer of the Company served during the 1997
fiscal year as a member of a Compensation Committee or as a
director of any entity of which any of the Company's directors
served as an executive officer.
Compensation Committee Report on Executive Compensation
The following is the report of the Company's Compensation
Committee, whose members are identified below, with respect to
compensation reported for 1997 as reflected in the Summary
Compensation Table set forth above.
Compensation Policy; Committee Responsibilities
The Company's compensation policy is to align compensation
with business objectives and performance to enable the Company to
attract, retain and reward individuals who contribute to the long-
term success of the Company. The Company believes in a consistent
policy for all individuals.
The Company realizes that to accomplish its objectives it
needs to pay competitive compensation. The Compensation Committee
reviews competitive positions in the market to periodically confirm
the competitive nature of the compensation for the chief executive
officer and the Company's five highest paid individuals.
The Compensation Committee believes that a varying portion
of compensation must be linked to the Company's performance. In
that regard, the Company has implemented a discretionary bonus plan
which links the payment of cash bonuses to the achievement of
certain predetermined pretax income thresholds.
The Company believes that an alignment of shareholder value
with employees' compensation is of utmost importance. The Company
has addressed this concern by implementing an incentive stock
option plan which is administered by the members of the Stock
Option Committee.
The Compensation Committee's responsibilities include the
following:
Review the compensation of the chief executive officer and the
Company's five highest paid individuals to ensure that their
compensation is consistent with the above policy.
Review the operation of the discretionary bonus plan.
Review the grant of stock options.
Recommend the action to resolve compensation, discretionary
bonus and stock option issues to the full Board of Directors.
Compensation of the Chief Executive Officer
In December 1997, the Compensation Committee met to review
the 1997 performance of Michael J. Gasser, the Company's Chairman
of the Board and Chief Executive Officer. Consistent with the
Company's compensation policies, Mr. Gasser's compensation package
consists of three components, salary, cash bonus and stock
options. In establishing the level of Mr. Gasser's 1998 salary,
the Compensation Committee reviewed executive compensation survey
materials and other available information on compensation of other
similarly situated executives in order to establish an appropriate
salary level. The Compensation Committee believes that a portion
of Mr. Gasser's compensation package should be at-risk, and that
this is accomplished through the grant of incentive stock options
and the award of a cash bonus pursuant to the Company's incentive
bonus plan. The Compensation Committee also attempts to establish
a compensation package that appropriately balances risk and reward.
Finally, the Compensation Committee attempts to establish a
compensation package that is comprised of both a subjective
component, such as the grant of incentive stock options, and an
objective component, such as an award under the incentive bonus
plan which is based upon the pretax income performance of the
Company with threshold levels.
In evaluating the performance of Mr. Gasser with respect to
each of the categories of his compensation, the Compensation
Committee specifically discussed and recognized the following
factors: his leadership, professionalism, integrity and
competence; the maintenance of a reasonable level of profitability
under poor prevailing business conditions, particularly in the
containerboard segment; reasonable maintenance of stock prices
despite poor prevailing business conditions; effective
implementation of management and corporate reorganization;
unification of the Company's corporate identity; significant
progress toward increased internal usage of paper production;
completion and assimilation of strategic acquisitions in both
business segments of the Company; completion of relocation to a new
corporate office with little disruption of business; and the
overall financial and operational performance under the
circumstances prevailing during this year. None of the factors
were given specific relative weight.
Based upon its evaluation of the foregoing factors, and its
review of executive compensation surveys and other relevant
information, the Compensation Committee increased Mr. Gasser's base
salary to $470,000 for 1998 from $430,008 for 1997. In addition,
the Compensation Committee determined that the Company had met the
threshold for incentive bonuses for fiscal year 1997, and that Mr.
Gasser qualified for an incentive bonus of 70% of the maximum of
$160,000 for his position and recommended that he receive a bonus
of $112,000.
In September 1997, incentive stock options were granted to
Mr. Gasser and other employees at the then market price for Class A
Common Stock. Mr. Gasser was granted options to purchase 25,000
shares of Class A Common Stock, which options were granted
primarily as incentive for future performance. The basis for
granting stock options to Mr. Gasser and other employees included
leadership and personal sacrifice involved in implementation of
significant management and corporate restructuring as well as
strong leadership in a down economic year for one of the Company's
industry segments.
Robert C. Macauley, Committee Chairman
Naomi C. Dempsey
J Maurice Struchen
Daniel J. Gunsett
The following graph compares the Company'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
1992 100 100 100
1993 112 112 85
1994 124 113 105
1995 143 139 110
1996 156 168 116
1997 191 218 128
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
During fiscal year 1997, the Company retained the law firm
of Hull & Hull to perform legal services on its behalf. Allan Hull,
a partner in that firm, is Vice President, General Counsel, member
of the Executive Committee and a director of the Company. Also,
during such year, the Company retained the law firm of Baker &
Hostetler LLP to perform legal services on its behalf. Daniel J.
Gunsett, a partner in that firm, is a member of the Audit,
Compensation, Stock Option and Nominating Committees and a director
of the Company. The Company anticipates retaining such firms in
1998. During fiscal year 1997, Hull & Hull received $192,242 in
fees for legal services to the Company and reimbursement of out-of-
pocket expenses.
The Company has entered into agreements with Real Estate
Development Services, Inc., a wholly owned subsidiary of Forest
City Enterprises, Inc., to market development lands in the southern
United States. During 1997, the Company paid $71,035 related to
fees and out-of-pocket expenses. J Maurice Struchen, a director of
the Company, is also a director for Forest City Enterprises, Inc.
There are loans that have been made by the Company to
certain employees, including certain directors and executive
officers of the Company. The following is a summary of these loans
for the fiscal year ended October 31, 1997:
Balance at Balance at
Beginning Amount End of
Name of Debtor of Period Proceeds Collected Period
Lloyd D. Baker $ 59,624 $ 20,000 $ 11,136 $ 68,488
Michael M. Bixby 209,000 -0- 6,000 203,000
Ronald L. Brown 12,250 512,500 3,500 521,250
Charles R. Chandler -0- 487,382 -0- 487,382
Dwight L. Dexter 136,644 -0- 7,585 129,059
John K. Dieker 28,000 127,000 2,966 152,034
Michael J. Gasser 199,199 -0- 19,502 179,697
C.J. Guilbeau 175,641 305,092 6,196 474,537
Sharon R. Maxwell -0- 100,000 374 99,626
Philip R. Metzger 83,036 50,000 7,760 125,276
Mark J. Mooney 265,500 -0- 6,660 258,840
William R. Mordecai -0- 402,224 113,564 288,660
Jerome B. Nolder, Jr. 80,000 24,000 28,000 76,000
Kent P. Snead -0- 462,000 -0- 462,000
William B. Sparks, Jr. 122,929 280,000 8,889 394,040
$1,371,823 $2,770,198 $222,132 $3,919,889
Lloyd D. Baker is President of Soterra, Incorporated. The
loans are secured by 2,000 shares of the Company's Class B Common
Stock and a house in Ohio. Interest is payable on a portion of
the loans at 3% and a portion at 7-1/4% per annum.
Michael M. Bixby is a Vice President of Greif Bros.
Corporation. The loan is secured by a first mortgage on a house
and lot in Minnesota and interest is payable at 3% per annum.
Ronald L. Brown is a Vice President of Greif Bros.
Corporation. The loan is secured by a first mortgage on a house
and lot in Ohio and interest is payable at 5% per annum.
Charles R. Chandler is Vice Chairman of Greif Bros.
Corporation. The loan is secured by a first mortgage on a house
and lot in Ohio and interest is payable at 5% per annum.
Dwight L. Dexter is a Vice President of Greif Bros.
Corporation. The loan is secured by a first mortgage on a house
and lot in Ohio and interest is payable at 3% per annum.
John K. Dieker is Corporate Controller of Greif Bros.
Corporation. The loan is secured by a first mortgage on a house
and lot in Ohio and interest is payable at 7-1/4% 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 loans are secured by a first mortgage on a
house and lot in Illinois and a house and lot in Ohio and
interest is payable at 3% and 5% per annum. The house and lot in
Illinois was sold in November 1997.
Sharon R. Maxwell is Assistant Secretary of Greif Bros.
Corporation. The loan is secured by a first mortgage on a house
and lot in Ohio and interest is payable at 7-1/4% per annum.
Philip R. Metzger is Treasurer of Greif Bros. Corporation.
The loan is secured by a first mortgage on a house and lot in
Ohio and a portion of the interest is payable at 3% per annum and
a portion at 7-1/4% per annum.
Mark J. Mooney is a Vice President of Greif Bros.
Corporation. The loan is secured by a first mortgage on a house
and lot in Ohio and interest is payable at 5% per annum.
William R. Mordecai is a Vice President of Greif Bros.
Corporation. The loan is secured by a first mortgage on a house
and a lot in Ohio and interest is payable at 5% per annum.
Jerome B. Nolder, Jr. is a Vice President of Greif Bros.
Corporation. The loan is secured by 200 shares of the Company's
Class B Common Stock and the assignment of his company-sponsored
life insurance. Interest is payable at 7-1/4% per annum.
Kent P. Snead is Corporate Director of Strategic Projects of
Greif Bros. Corporation. The loan is secured by a first mortgage
on a house and lot in Ohio and interest is payable at 3% 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. The interest is payable at 3%
per annum. An additional loan is secured by a first mortgage on a
house and lot in Ohio with interest payable at 5% per annum.
Independent Public Accountants
Price Waterhouse LLP served as the independent public
accountants of the Company for its fiscal year ended October 31,
1997, and it has been retained by the Company's Board of
Directors as the independent public accountants for the fiscal
year ending October 31, 1998. A Price Waterhouse representative
will attend the Annual Meeting and will have the opportunity to
make a formal statement, if they so desire, and be available to
respond to appropriate questions.
Stockholders Proposals
Proposals of Stockholders intended to be presented at the
Annual Meeting of Stockholders expected to be held in February
1999 must be received by the Company for inclusion in the Proxy
Statement and form of proxy on or prior to 120 days in advance
of the first anniversary of the date of this Proxy Statement.
Proxies Solicited by Management;
Proxies Revocable; Cost of Solicitation to be
Borne by Company
The proxy enclosed with this Proxy 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 Annual Meeting
of Stockholders is to be paid by the treasurer out of the
funds of the Company. Solicitations of proxies also may be made
by personal calls upon or telephone or telegraphic
communications with stockholders, or their representatives, by
not more than five officers or regular employees of the Company
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.
However, if any other matters properly come before the Annual
Meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with
their judgment on such matters.
February 5, 1998 Joseph W. Reed
Secretary
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
GREIF BROS. CORPORATION
FIRST: The name of this Corporation is GREIF BROS.
CORPORATION.
SECOND: The address of its registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust
Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware as the same exists
or may hereafter be amended.
FOURTH: The total number of authorized shares of the
capital stock of this Corporation is forty-nine million, two
hundred eighty thousand (49,280,000), divided into two classes,
namely: Class A Common Stock and Class B Common Stock, all of
which shall be without nominal or par value. The total number of
shares of such Class A Common Stock authorized is thirty-two
million (32,000,000) shares, without nominal or par value. The
total number of shares of such Class B Common Stock authorized is
seventeen million, two hundred eighty thousand (17,280,000)
shares, without nominal or par value. The description of said
classes of stock and the designations, preferences and
restrictions, if any, and the voting powers or restrictions or
qualifications of such Class A Common Stock and Class B Common
Stock are as follows:
The Class A Common Stock shall be entitled to receive,
in each and every year, cumulative dividends at the rate of
One (1) Cent per share per annum, payable quarterly on the
first day of January, the first day of April, the first day
of July and the first day of October in each and every year,
before any dividend, whether in cash, property, stock or
otherwise, shall be declared, set apart for payment or paid
upon the Class B Common Stock. Such dividends upon the
Class A Common Stock shall be cumulative from and after the
date of original issue thereof.
In any year, after the full dividend at the rate of One
(1) Cent per share for such year and any and all arrearages
thereof for preceding years shall have been declared and
paid to, or set apart for the Class A Common Stock, the
Class B Common Stock shall be entitled to receive
noncumulative dividends up to the amount of One Half (1/2)
Cent per share, provided, however, and upon the condition
that the surplus or net profits of the Corporation, after
the payment of any such dividends to the Class B Common
Stock, shall be at least equal to the sum required for
payment in full of the aforesaid cumulative dividends on the
Class A Common Stock for one (1) year.
Out of any further distribution of surplus or net
profits by way of dividend in any year in excess of the
aforesaid dividends upon the Class A Common Stock and upon
the Class B Common Stock, the Class A Common Stock and the
Class B Common Stock shall be entitled to share in such
further distribution in the proportion of One (1) Cent per
share for said Class A Common Stock to One and One-Half (1-
1/2) Cents per share for said Class B Common Stock.
Dividends upon either class of stock shall be payable
only out of the surplus or net profits of the Corporation as
determined by the Board of Directors and only as and when
declared by the Board of Directors, but may, in any year, be
paid out of such surplus or net profits whether arising
during the same year or accrued during prior years.
In the event of any liquidation, dissolution or winding
up of the Corporation, whether voluntarily or involuntarily,
the Class A Common Stock shall be entitled, out of the
assets of the Corporation, to be paid cumulative dividends
accrued thereon and Fifteen and Five-Eighths Cents ($.15625)
for each share of such Class A Common Stock before any
distribution or payment shall be made to the Class B Common
Stock, and after such payment in full to the Class A Common
Stock, as aforesaid, the Class B Common Stock shall be
entitled to be paid the sum of Fifteen and Five-Eighths Cents
($.15625) for each share of Class B Common Stock; and after
such payment in full to the Class A Common Stock, and the
sum of Fifteen and Five-Eighths Cents ($.15625) per share to
the Class B Common Stock, as aforesaid, any remaining assets
to be distributed shall be distributed to the Class A Common
Stock and the Class B Common Stock, share and share alike.
The Class A Common Stock shall have no voting power nor
shall it be entitled to notice of meetings of the
stockholders, all rights to vote and all voting power being
vested exclusively in the Class B Common Stock. If, at any
time, however, and whenever four (4) quarterly cumulative
dividends upon the Class A Common Stock shall be in default
or unpaid in whole or in part, the Class A Common Stock
shall have the same voting power as the Class B Common
Stock, to-wit: One (1) vote for each share of stock, and
shall be entitled to receive notices of meetings of
shareholders; and such voting power shall so continue to
vest in the Class A Common Stock until all arrears in the
payment of cumulative dividends upon the Class A Common
Stock shall have been paid and the dividends thereon for the
current dividend shall have been declared and the funds for
the payment thereof set aside. However, if and when
thereafter the defaulted dividends shall be paid in full and
provisions made for the current dividend as herein provided
(and such payments shall be made as promptly as shall be
consistent with the best interest of the Corporation) the
Class A Common Stock shall be divested of such voting power
and the voting power shall then revest exclusively in the
Class B Common Stock; but subject always to the same
provisions for the vesting of such voting power in the
Class A Common Stock in case of any similar default or
defaults in the payment of four (4) quarterly cumulative
dividends upon the Class A Common Stock and the revesting of
such entire voting power in the Class B Common Stock in the
event that such default or defaults shall be cured as above
provided.
Such Class A Common Stock and Class B Common Stock may
be issued by the Corporation from time to time for such
consideration as may be fixed from time to time by the Board
of Directors thereof.
FIFTH: The Board of Directors of the Corporation shall have
the power to adopt, amend, or repeal the by-laws of the
Corporation. The by-laws of the Corporation, as adopted or
amended by the board of directors, may be amended or repealed by
the stockholders of the Corporation.
SIXTH: A director or officer of the Corporation shall not
be disqualified by his office from dealing or contracting with
the Corporation as a vendor, purchaser, employee, agent, or
otherwise. No transaction or contract or act of the Corporation
shall be void or voidable or in any way affected or invalidated
by reason of the fact that any director or officer, or any firm
of which any director or officer is a shareholder, director, or
trustee, or any trust of which any director or officer is a
trustee or beneficiary, is in any way interested in such
transaction or contract or act. No director or officer shall be
accountable or responsible to the Corporation for or in respect
to any transaction or contract or act of the Corporation or for
any gains or profits directly or indirectly realized by him by
reason of the fact that he or any firm of which he is a member or
any corporation of which he is a shareholder, director, or
trustee, or any trust of which he is a trustee or beneficiary, is
interested in such transaction or contract or act; provided that
the fact that such director or officer or such firm or
corporation or such trust is so interested shall have been
disclosed or shall have been known to the Board of Directors or
such members thereof as shall be present at any meeting of the
Board of Directors at which action upon such contract or
transaction or act shall have been taken. Any director may be
counted in determining the existence of a quorum at any meeting
of the Board of Directors which shall authorize or take action in
respect to any such contract or transaction or act, and may vote
thereat to authorize, ratify, or approve any such contract or
transaction or act, and any officer of the Corporation may take
any action within the scope of his authority respecting such
contract or transaction or act with like force and effect as if
he or any firm of which he is a member, or any corporation of
which he is a shareholder, director, or trustee, or any trust of
which he is a trustee or beneficiary, were not interested in such
contract or transaction or act. Without limiting or qualifying
the foregoing, if in any judicial or other inquiry, suit, cause,
or proceeding, the question of whether a director or officer of
the Corporation has acted in good faith is material, then
notwithstanding any statute or rule of law or of equity to the
contrary (if any there be), his good faith shall be presumed, in
the absence of proof to the contrary by clear and convincing
evidence.
SEVENTH: No stockholder shall have any preemptive right to
subscribe to an additional issue of stock or to any security
convertible into such stock.
EIGHTH: To the fullest extent permitted by the General
Corporation Law of Delaware, as the same exists or may hereafter
be amended, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary
damages for breaches of fiduciary duties as director.
NINTH: To the fullest extent permitted by the General
Corporation Law of Delaware, as the same exists or may hereafter
be amended, the Corporation may purchase or otherwise acquire
shares of stock of any class issued by it for such consideration
and upon such terms and conditions as may be authorized by the
Board of Directors, in its discretion, from time to time.
TENTH: Subject to any necessary voting percentage
requirements provided in this Amended and Restated Certificate of
Incorporation (as the same exists or may hereafter be amended) or
the Corporation's Amended and Restated By-Laws (as the same
exists or may hereafter be amended), the Corporation reserves the
right to amend this Amended and Restated Certificate of
Incorporation in any manner permitted by the General Corporation
Law of Delaware, and all rights and powers conferred herein on
stockholders, directors and officers, if any, are subject to this
reserved power.
GREIF BROS. CORPORATION
CLASS B PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS
CALLED FOR FEBRUARY 23, 1998
This Proxy is Solicited on Behalf of Management
The undersigned, being the record holder of Class B Common Stock and having
received the Notice of Meeting and Proxy Statement dated February 5, 1998,
hereby appoints Michael J. Gasser, Charles R. Chandler, Michael H. Dempsey,
Naomi C. Dempsey, Daniel J. Gunsett, Allan Hull, Robert C. Macauley,
David J. Olderman, 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 and 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 425 Winter
Road, Delaware, Ohio 43015, at 10:00 o'clock A.M., E.S.T., on February 23,
1998, and at any adjournment thereof; as follows:
1. WITH __ OR WITHOUT __ AUTHORITY TO ELECT ALL NOMINEES LISTED BELOW
(except as marked to the contrary below):
Michael J. Gasser Charles R. Chandler Michael H. Dempsey
Naomi C. Dempsey Daniel J. Gunsett Allan Hull
Robert C. Macauley David J. Olderman William B. Sparks, Jr.
J Maurice Struchen
Instruction: To withhold authority to vote for any individual nominee,
strike a line through his or her name.
2. PROPOSAL FOR AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF
INCORPORATION OF THE COMPANY.
FOR ______ AGAINST ______ ABSTAIN ______
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR
ANY ADJOURNMENT THEREOF.
The Shares represented by this Proxy will be voted upon the proposals
listed above in accordance with the instructions given by the undersigned,
but if no instructions are given, this Proxy will be voted To elect all
of the nominees for directors as set forth in Item 1, above, For the
proposal set forth in Item 2, above, and in the discretion of the proxies
on any other matter which properly comes before the Annual Meeting.
Record Holder Number of Class B Shares Held
Dated , 1998
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.