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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 1999
(February 1, 1999)
GREIF BROS. CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-566 31-4388903
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
425 Winter Road, Delaware, Ohio 43015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 549-6000
Not Applicable
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
(a) (1) PricewaterhouseCoopers LLP has been the independent public accounting
firm for Greif Bros. Corporation, a Delaware corporation (the
"Company"). On February 1, 1999, the Company informed
PricewaterhouseCoopers LLP that an audit proposal would not be sought
from that firm and that it was being dismissed as the Company's
independent public accountants.
(2) For the two fiscal years ended October 31, 1998, the report of
PricewaterhouseCoopers LLP on the Company's consolidated financial
statements did not contain an adverse opinion or a disclaimer of
opinion, nor was any such report qualified or modified as to
uncertainty, audit scope, or accounting principles.
(3) The decision to change accountants was approved by the Audit Committee
of the Company's Board of Directors.
(4) During the Company's two fiscal years ended October 31, 1998 and
through February 1, 1999, there were no disagreements between
PricewaterhouseCoopers LLP and the Company regarding any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction
of the former accountant, would have caused it to make reference
thereto in its report on the financial statements for such years.
(5) The Company has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A copy
of such letter, dated February 3, 1999, is filed as Exhibit 16 to
this Form 8-K.
(b) The Company's Audit Committee has directed the Company's management to
prepare and seek request for audit proposals (the "Audit RFP") from certain
independent public accounting firms regarding the audit of the Company's
financial statements for its fiscal year ending October 31, 1999. The
Company shall file a Form 8-K under Item 4(b) of that report at such time
as the new independent accountant has been engaged, which report shall
provide the information required by Item 304(a)(2) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following document is being filed as an exhibit to this Form 8-K:
Exhibit
No. Description of Exhibit
16 Letter regarding change in certifying accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GREIF BROS. CORPORATION
Date: February 3, 1999 By /s/ Joseph W. Reed
Joseph W. Reed, Chief Financial
Officer
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
16 Letter regarding change in certifying accountant.
EXHIBIT 16
PricewaterhouseCoopers LLP
100 East Broad Street
Suite 2100
Columbus, Ohio 43215
Telephone (614) 225-8700
Facsimile (614) 224-1044
February 3, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Greif Bros. Corporation
Ladies and Gentlemen:
We have read Item 4 of Greif Bros. Corporation's Form 8-K dated
February 3, 1999 and are in agreement with the statements contained
in paragraph 4(a) therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP