Exhibit 99(c)
GRIEF BROS. CORPORATION
EXCHANGE OF ALL OUTSTANDING
8 7/8 % SENIOR SUBORDINATED NOTES DUE 2012
FOR
8 7/8 % SENIOR SUBORDINATED NOTES DUE 2012
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[________], 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
To Our Clients:
We are enclosing herewith a prospectus, dated [________], 2002, of Greif
Bros. Corporation, and the accompanying letter of transmittal that together
constitute the offer by Greif Bros. Corporation (the "Exchange Offer"), to
exchange its 8 7/8 % Senior Subordinated Notes due 2012 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for like principal amount of its issued and outstanding
8 7/8 % Senior Subordinated Notes due 2012 (the "Original Notes"), upon the
terms and subject to the conditions set forth in the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of Original
Notes being tendered.
We are the holder of record of Original Notes held by us for your own
account A tender of such Original Notes can be made only by us as the record
holder and pursuant to your instructions. The letter of transmittal is furnished
to you for your information only and cannot be used by you to tender Original
Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Original Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may, on your
behalf, make the representations contained in the letter of transmittal.
Pursuant to the letter of transmittal, each holder of Original Notes will
represent to Greif Bros. Corporation that:
(i) any Exchange Notes that the holder will acquire in exchange for
Original Notes will be acquired in the ordinary course of business of the
holder,
(ii) the holder has not engaged in, does not intend to engage in, and
has no arrangement with any person to engage in, a distribution of any
Exchange Notes issued to the holder, and
(iii) the holder is not an "affiliate" (as defined in Rule 405 under
the Securities Act) of Greif Bros. Corporation.
If the holder is a broker-dealer (whether or not it is also an "affiliate")
that will receive Exchange Notes for its own account in exchange for Original
Notes, it will represent that the Original Notes were acquired as a result of
market-making activities or other trading activities, and it will acknowledge
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of those Exchange Notes. By acknowledging that it
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of those Exchange Notes, the
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
Please return your instructions to us in the enclosed envelope within ample
time to permit us to submit a tender on your behalf prior to the Expiration
Date.
INSTRUCTIONS TO BOOK ENTRY TRANSFER PARTICIPANT
To Participant of the DTC:
The undersigned hereby acknowledges receipt of the prospectus, dated
[_________], 2002 (the "Prospectus") of Greif Bros. Corporation, and the
accompanying letter of transmittal (the "Letter of Transmittal"), that together
constitute Greif Bros. Corporation's offer (the "Exchange Offer") to exchange
its 8 7/8 % Senior Subordinated Notes due 2012 (the "Exchange Notes"), for all
of its outstanding 8 7/8 % Senior Subordinated Notes due 2012 (the "Original
Notes"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus or the Letter of Transmittal.
This will instruct you, the DTC participant, as to the action to be taken
by you relating to the Exchange Offer with respect to the Original Notes held by
you for the account of the undersigned.
The aggregate face amount of the Original Notes held by you for the account
of the undersigned is (FILL IN AMOUNT):
$_____________ of the 8 7/8 % Senior Subordinated Notes due 2012.
With respect to the Exchange Offer, we hereby instruct you (check
appropriate box):
[_] TO TENDER the following amount of Original Notes you hold for our
account (Insert Principal Amount of Original Notes to be Tendered, if
any) $___________.
[_] NOT TO TENDER any Original Notes you hold for our account.
If we instruct you to tender the Original Notes held by you for our
account, it is understood that you are authorized to make, on behalf of us (and,
by signing below, we hereby make to you), the representations contained in the
Letter of Transmittal that are to be made with respect to us as a beneficial
owner, including, but not limited to, the representations, that:
(i) any Exchange Notes that we will acquire in exchange for Original
Notes will be acquired in the ordinary course of our business;
(ii) we have not engaged in, do not intend to engage in, and have no
arrangement with any person to engage in, a distribution of any Exchange
Notes issued to us; and
(iii) we are not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Greif Bros. Corporation.
If we are a broker-dealer that will receive Exchange Notes for our own
account in exchange for Original Notes, we represent that the Original Notes
were acquired as a result of market-making activities or other trading
activities, and we acknowledge that we will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of those
Exchange Notes. By acknowledging that we will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of those Exchange Notes, we are not deemed to admit that we are an
"underwriter" within the meaning of the Securities Act.
Name of beneficial owner(s): ___________________________________________________
Signature(s): __________________________________________________________________
Name(s) (please print): ________________________________________________________
Address: _______________________________________________________________________
Telephone Number: ______________________________________________________________
Taxpayer Identification or Social Security Number: _____________________________
Date: __________________________________________________________________________