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
<FN>
(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).