================================================================================ UNITED STATES 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): September 6, 2002 (September 5, 2002) ------------------------------------- GREIF BROS. CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 31-4388903 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 7. Financial Statements and Exhibits. (a) None required. (b) None required. (c) Exhibits: Exhibit No. Description 99.1 Statement Under Oath of Principal Executive Officer of Greif Bros. Corporation Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement Under Oath of Principal Financial Officer of Greif Bros. Corporation Regarding Facts and Circumstances Relating to Exchange Act Filings Item 9. Regulation FD Disclosure. On September 5, 2002, each of the Principal Executive Officer, Michael J. Gasser, and the Principal Financial Officer, Donald S. Huml, of Greif Bros. Corporation submitted to the Securities and Exchange Commission sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. A copy of each of these statements is attached hereto as an Exhibit (99.1 and 99.2).
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: September 6, 2002 By: /s/ Gary R. Martz ----------------- -------------------------------------- Gary R. Martz Senior Vice President, General Counsel and Secretary
INDEX TO EXHIBITS Exhibit Number Description 99.1 Statement Under Oath of Principal Executive Officer of Greif Bros. Corporation Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement Under Oath of Principal Financial Officer of Greif Bros. Corporation Regarding Facts and Circumstances Relating to Exchange Act Filings
Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Michael J. Gasser, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Greif Bros. Corporation, and, except as corrected or supplemented in a subsequent covered report: . no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and . no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": . the Annual Report on Form 10-K of Greif Bros. Corporation for the fiscal year ended October 31, 2001; . all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Greif Bros. Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and . any amendments to the foregoing. /s/ Michael J. Gasser Subscribed and sworn to - ------------------------------------ before me this 5/th/ day of Michael J. Gasser September, 2002. Chairman & Chief Executive Officer Date: September 5, 2002 /s/ Gary R. Martz -------------------------------- Notary Public My commission has no expiration date. Section 147.03.R.C.
Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Donald S. Huml, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Greif Bros. Corporation, and, except as corrected or supplemented in a subsequent covered report: . no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and . no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": . the Annual Report on Form 10-K of Greif Bros. Corporation for the fiscal year ended October 31, 2001; . all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Greif Bros. Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and . any amendments to the foregoing. /s/ Donald S. Huml - ----------------------------------- Subscribed and sworn to Donald S. Huml before me this 5/th/ day of Chief Financial Officer September, 2002. Date: September 5, 2002 /s/ Gary R. Martz --------------------------------- Notary Public My commission has no expiration date. Section 147.03 R.C.