1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 1995 Commission File Number 1-566 GREIF BROS. CORPORATION (Exact name of registrant as specified in its charter) State of Delaware 31-4388903 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 621 Pennsylvania Avenue, Delaware, Ohio 43015 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 614-363-1271 Securities registered pursuant to Section 12 (b) of the Act: Name of each exchange on Title of each class which registered Class "A" Common Stock Chicago Stock Exchange Securities registered pursuant to Section 12 (g) of the Act: None (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months , and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of December 15, 1995: Class A Common Stock 10,873,172 shares Class B Common Stock 12,001,793 shares Documents Incorporated by Reference Document Incorporated into Portions of Annual Report to Shareholders Part I, Part II, Part IV for the year ended October 31, 1995
2 PART I Item 1. Business Information on the nature, type of business and industry segments, contained on pages 43-45 in the Company's 1995 Annual Report to Shareholders, is incorporated in the Form 10-K Annual Report.* <TABLE> Item 2. Properties The following are the Company's principal locations and products manufactured. <CAPTION> Location Products Manufactured <S> <C> Alabama Cullman Steel drums and machine shop Good Hope Research center Mobile Fibre drums Arkansas Batesville (1) Fibre drums California Commerce (2) Corrugated honeycomb Fontana Steel drums LaPalma Fibre drums Morgan Hill Fibre drums Sacramento General office Stockton Corrugated honeycomb Stockton Wood cut stock Georgia Macon Corrugated honeycomb Tucker Fibre drums Illinois Blue Island Fibre drums Chicago Steel drums Joliet Steel drums Lombard General office Northlake Fibre drums and plastic drums Posen Corrugated honeycomb Indiana Albany (3) Corrugated containers *Except as specifically indicated herein, no other data appearing in the Company's 1995 Annual Report to Shareholders is deemed to be filed as part of this Form 10-K Annual Report.
3 Item 2. Properties (continued) Location Products Manufactured Kansas Winfield Steel drums Kansas City (4) Steel drums Kansas City (5) Fibre drums Kentucky Louisville Wood cut stock Louisiana St. Gabriel Steel drums and plastic drums Maryland Sparrows Point Steel drums Massachusetts Mansfield Fibre drums Westfield Fibre drums Worcester Plywood reels Michigan Eaton Rapids Corrugated sheets Grand Rapids Corrugated sheets Mason Corrugated sheets Taylor Fibre drums Wayne Corrugated containers Minnesota Minneapolis Fibre drums Rosemount Multiwall bags St. Paul Tight cooperage St. Paul (6) General office Mississippi Durant Plastic products Jackson (7) General office Missouri Kirkwood Fibre drums Nebraska Omaha Multiwall bags
4 Item 2. Properties (continued) Location Products Manufactured New Jersey Rahway Fibre drums and plastic drums Spotswood Fibre drums Springfield (8) National accounts sales office Teterboro Fibre drums Phillipsburg Plywood reels New York Lindenhurst (9) Research center Syracuse Fibre drums and steel drums North Carolina Bladenboro Steel drums Charlotte Fibre drums Concord Corrugated sheets Ohio Caldwell Steel drums Canton (10) Corrugated containers Cleveland (11) Corrugated containers Delaware Principal office Fostoria Corrugated containers Hebron Plastic products and containers Massillon Recycled containerboard Tiffin Corrugated containers Youngstown Steel drums Zanesville Corrugated containers and sheets Oregon White City Laminated panels Pennsylvania Chester Fibre drums Darlington Fibre drums and plastic drums Hazleton Corrugated honeycomb Kelton (12) Corrugated honeycomb Reno (13) Corrugated containers Stroudsburg Rims and drum hardware Washington Corrugated containers and sheets
5 Item 2. Properties (continued) Location Products Manufactured Tennessee Kingsport Fibre drums Memphis Steel drums Texas Angleton Steel drums Fort Worth Fibre drums LaPorte Fibre drums, steel drums and plastic drums Waco Corrugated honeycomb Virginia Amherst Containerboard Washington Woodland Corrugated honeycomb and wood cut stock West Virginia New Martinsville Corrugated containers Wisconsin Sheboygan Fibre drums Canada Belleville, Ontario Fibre drums and plastic products Bowmanville, Ontario Spiral tubes Fort Frances, Ontario Spiral tubes Fruitland, Ontario Drum hardware and machine shop LaSalle, Quebec Fibre drums and steel drums Lloydminster, Alberta Steel drums, fibre drums and plastic drums Maple Grove, Quebec Pallets Milton, Ontario Fibre drums Niagara Falls, Ontario General office Pointe Aux Trembles, Quebec Fibre drums and spiral tubes Stoney Creek, Ontario Steel drums <FN> Note: All properties are held in fee except as noted below. </TABLE> Exceptions: ( 1) Lease expires March 31, 1997 ( 2) Lease expires March 30, 1996 ( 3) Lease expires January 31, 1998 ( 4) Lease expires June 30, 1999 ( 5) Lease expires March 31, 1999 ( 6) Lease expires December 31, 1999 ( 7) Lease expires November 30, 1995 ( 8) Lease expires September 7, 1997
6 Item 2. Properties (concluded) ( 9) Lease expires December 31, 2000 (10) Lease expires March 31, 1998 (11) Lease expires November 30, 1995 (12) Lease expires April 30, 1996 (13) Lease expires February 28, 1996 The Company also owns in fee a substantial number of scattered timber tracts comprising approximately 320,000 acres in the states of Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi and Virginia and the provinces of Nova Scotia, Ontario and Quebec in Canada. Item 3. Legal Proceedings The Company has no pending material legal proceedings. From time to time, in the business in which the Company operates, various legal proceedings arise from either the Federal, State or Local levels involving environmental sites to which the Company has shipped directly or indirectly small amounts of toxic waste such as paint solvents, etc. The Company, to date, has been classified as a "de minimis" participant and, as such, has not been subject, in any instance, to material sanctions or sanctions greater than $100,000. In addition, also from time to time, but infrequently, the Company has been cited for inadvertent violations of environmental regulations. Except for the following situation, none of these violations involve or are expected to involve sanctions of $100,000 or more. Currently, the Company's only exposure which may exceed $100,000 relates to a pollution situation at its Strother Field plant in Winfield, Kansas. A feasibility study and a remedial plan proposed by the Kansas Department of Health and Environment has set forth estimated remedial costs which could expose the Company to approximately $3,000,000 in expense under the most extreme assumptions. If the Company ultimately is required to incur this expense, a significant portion would be paid over 10 years. The Kansas site involves underwater pollution and certain soil pollution was found to exist on the Company's property. The estimated costs of the remedy currently preferred by the Kansas Authority for the soil pollution on the Company's land represents approximately $2,000,000 of the estimated $3,000,000 in expense. The final remedies have not been selected and the proposed plan is presently open for public comment. In an effort to reduce its exposure for soil pollution, the Company, believing the soil pollution has been unduly magnified and is not based upon sufficient exploratory data, has undertaken further engineering borings and analysis to attempt to define a more confined soil area subject to the proposed remediation. A reserve for $2,000,000 has been recorded by the Company during fiscal 1995.
7 Item 4. Submission of Matters to a Vote of Security Holders There have been no matters submitted to a vote of security holders. PART II Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters The following information contained in the 1995 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report:* Information concerning the principal market on which the Registrant's common stock is traded, high and low sales price of this stock for each quarterly period during the last two fiscal years and number of shareholders is contained on page 41 of the 1995 Annual Report to Shareholders. The Company generally pays five dividends of varying amounts during its fiscal year computed on the basis described in Note 4, page 34 of the 1995 Annual Report to Shareholders. The annual dividends paid for the last three fiscal years are contained on page 30. Item 6. Selected Financial Data The 5-year selected financial data, contained on page 41 of the 1995 Annual Report to Shareholders, is incorporated in this Form 10-K Annual Report.* Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following information contained in the 1995 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report:* Management's Discussion and Analysis of Liquidity and Capital Resources and Results of Operations - pages 46-50. Item 8. Financial Statements and Supplementary Data The following information contained in the 1995 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report:* The consolidated financial statements and the report thereon of management and Price Waterhouse LLP dated December 1, 1995 - pages 26 through 40. The selected quarterly financial data - page 41. *Except as specifically indicated herein, no other data appearing in the Company's 1995 Annual Report to Shareholders is deemed to be filed as part of this Form 10-K Annual Report.
8 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There has not been a change in the Company's principal independent accountants and there were no matters of disagreement on accounting and financial disclosure. PART III Item 10. Directors and Executive Officers of the Registrant <TABLE> The following information relates to Directors of the Company: <CAPTIONS> Year first Date present Other positions became Name term expires and offices held Director <S> <C> <C> <C> Michael J. Gasser (Note: All Directors See response below. 1991 are elected annually Charles R. Chandler(A) for the ensuing year See response below. 1987 and serve until their Naomi C. Dempsey(B) successors are elec- None. 1995 ted and qualify. The Allan Hull(C) annual meeting is See response below. 1947 held on the fourth Robert C. Macauley(D) Monday of February.) See response below. 1979 William B. Sparks, Jr. See response below. 1995 J Maurice Struchen(E) None. 1993 </TABLE> (A) Charles R. Chandler (age 60) has been, for more than the past five years, the President and Chief Operating Officer of Virginia Fibre Corporation. He is a member of the Executive and Audit Committees. (B) Naomi C. Dempsey (age 79) is a member of the Compensation, Stock Option and Audit Committees. (C) Allan Hull is and has been, for more than the past five years, a partner and practicing attorney with Hull and Hull, Legal Counsel, Cleveland, Ohio. See below for present positions with the Company. (D) Robert C. Macauley (age 72) has been, for more than the past five years, the Chief Executive Officer of Virginia Fibre Corporation. He is a member of the Compensation Committee. He is also a director for W. R. Grace & Co.
9 Item 10. Directors and Executive Officers of the Registrant (continued) (E) J Maurice Struchen (age 75) has been, for more than the past five years, the retired former Chairman and Chief Executive Officer of Society Corporation. He is a member of the Compensation, Stock Option and Audit Committees. He is also a director for Forest City Enterprises, Inc. Mr. Gasser, for more than the past five years, has been a full-time officer of the Company (see below). Mr. Sparks was elected President and Chief Operating Officer in 1995. Prior to that time, he served as Chief Executive Officer of Down River International, Inc. (see below). <TABLE> The following information relates to Executive Officers of the Company (elected annually): <CAPTION> Year first became Executive Name Age Positions and Offices Officer <S> <C> <C> <C> Michael J. Gasser 44 Chairman of the Board of 1988 Directors and Chief Executive Officer, member of the Executive and Finance Committees William B. Sparks, Jr. 54 Director, President and Chief 1995 Operating Officer, member of the Executive and Finance Committees Allan Hull 82 Director, Vice President, 1964 General Counsel, member of the Executive Com- mittee John P. Berg 75 President Emeritus, member of the 1972 Finance Committee and General Manager of Western Division Lloyd D. Baker 62 Vice President, member of the 1975 Finance Committee Leonard W. Berkheimer 61 Vice President 1990 Michael M. Bixby 52 Vice President 1980 Richard R. Caron 63 Vice President 1990 Herbert L. Carpenter, Jr. 73 Vice President, General Manager 1976 of Cullman Supply Company
10 Item 10. Directors and Executive Officers of the Registrant (continued) Year first became Executive Name Age Positions and Offices Officer John P. Conroy 66 Vice President and Secretary 1991 Edward L. Dean 60 Vice President 1985 Dwight L. Dexter 44 Vice President 1990 Richard E. Gerstner 47 Vice President 1990 Harrison C. Golway, Jr. 66 Vice President 1985 C. J. Guilbeau 48 Vice President, General Manager 1986 of Eastern Division Thomas A. Haire 47 Vice President 1991 James A. Hale 55 Vice President 1990 Ralph A. Kelley 74 Vice President 1976 Jerry D. Kidd 60 Vice President 1992 Anthony Lanza 79 Vice President 1991 Sally W. Messner 59 Vice President 1993 Philip R. Metzger 48 Treasurer 1995 John B. Pope 80 Vice President 1995 Gail T. Randich 61 Vice President 1991 Lawrence A. Ratcliffe 54 Vice President and Director 1991 of Industrial Relations Russell J. Rehark 84 Treasurer Emeritus 1972 John S. Ries 53 Vice President 1994 James T. Robinson 53 Vice President 1990 Harley G. Sasse 50 Vice President 1990 Alvis H. Snipes 90 Vice President 1947 Robert G. Straley 44 Vice President 1990
11 Item 10. Directors and Executive Officers of the Registrant (continued) Year first became Executive Name Age Positions and Offices Officer Kenneth R. Swanson 55 Vice President 1990 Ronald L. Waterman, Sr. 56 Vice President 1989 Jeffrey C. Wood 43 Vice President 1992 </TABLE> Except as indicated below, each Executive Officer has served in his present capacity for at least five years. Mr. John P. Conroy was elected Vice President in 1991. During 1994, Mr. Conroy was elected Secretary. Prior to 1994, he was Assistant Secretary. Mr. Conroy has been a member of the Administrative Committee since 1972. Mr. Thomas A. Haire was elected Vice President in 1991. During the last five years, he has been manager of the research facility located in Lindenhurst, New York and continues to serve in this capacity. Mr. Anthony Lanza was elected Vice President in 1991. During the last five years, he has been General Manager - Steel Drum Operations for the former Seymour & Peck Division. He currently serves in this capacity for the Eastern Division. Mr. Gail T. Randich was elected Vice President in 1991. During the last five years, he has served as Manager - Midwest Operations for the former Seymour & Peck Division. Mr. Randich continues to serve in this capacity for the Eastern Division. Mr. Lawrence A. Ratcliffe was elected Vice President in 1991. During 1994, Mr. Ratcliffe became Director of Industrial Relations. Prior to 1994, he served as Assistant Director of Industrial Relations. Mr. Jerry D. Kidd was elected Vice President in 1992. During the last five years, he has served as division purchasing manager for the former Norco and former West Coast Divisions. Mr. Kidd currently serves as division purchasing manager for the Western Division. Mr. Jeffrey C. Wood was elected Vice President in 1992. Prior to that time, he has served as a divisional fleet manager for the former East Coast Division. Mr. Wood now performs this service in a corporate capacity. In 1994, Mr. Wood was elected to the Administrative Committee. Mrs. Sally W. Messner was elected Vice President in 1993. During the last five years, she has served as tax manager for the Corporation. She continues to serve in this capacity. Mr. John S. Ries was elected Vice President in 1994. During the last five years, he has been the Division Controller for the former Norco and former West Coast Divisions. He currently serves as Division Controller for the Western Division.
12 Item 10. Directors and Executive Officers of the Registrant (concluded) Mr. Philip R. Metzger was elected Treasurer in 1995. Prior to that time, he served as Assistant Treasurer and Assistant Controller. Mr. John B. Pope was elected Vice President in 1995. During the last five years, Mr. Pope served as a manager in the corporate office. Item 11. Executive Compensation <TABLE> The following table sets forth the compensation for the three years ended October 31, 1995 for each of the named executive officers. <CAPTION> Number of Stock Deferred All Options Name and Position Year Salary Bonus Compensation Other Granted <S> <C> <C> <C> <C> <C> <C> Michael J. Gasser 1995 $205,615 $166,841 30,000 Chairman Chief Executive Officer 1994 $143,166 $99,999 1993 $110,040 $35,000 Charles R. Chandler 1995 $433,803 $111,977 $236,537 $219,807 10,000 Director President and Chief 1994 $414,421 $94,952 $218,411 $52,794 Operating Officer of Virginia Fibre Corporation 1993 $423,308 $126,013 $201,670 $21,294 Robert C. Macauley 1995 $316,500 $106,065 $56,222 $1,873,470 Director Chief Executive Officer of 1994 $356,750 $90,172 $40,593 $445,410 Virginia Fibre Corporation 1993 $353,550 $104,782 $33,990 $146,520 John P. Berg 1995 $146,304 $103,416 10,000 President Emeritus 1994 $140,004 $93,844 1993 $132,766 $88,532 William B. Sparks, Jr. 1995 $173,048 $105,000 20,000 Director President and Chief 1994 $140,616 $53,000 Operating Officer 1993 $134,568 $48,500 </TABLE>
13 Item 11. Executive Compensation (continued) For many years, the Board of Directors has voted bonuses to employees, acting within its complete discretion, based upon the progress of the Company, and upon the contributions of the particular employees to that progress, and upon individual merit, which determines, in the action of the Board, the bonus a specific employee may receive, if any. 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. 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. Mr. Charles R. Chandler, President and Chief Operating Officer of Virginia Fibre Corporation, on August 1, 1986, entered into an employment agreement with Virginia Fibre Corporation, principally providing for (a) the employment of Mr. Chandler as President and Chief Operating Officer for a term of 15 years, (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 Virginia Fibre Corporation, and (c) the fixing of minimum basic salary during such period of employment at $150,000 per year. During the 1988 fiscal year the employment contract of Mr. Chandler was amended to increase the minimum basic salary during the remainder of the employment period to $275,000 per year. During the 1992 fiscal year, the employment contract with Mr. Chandler was amended to give Mr. Chandler the right to extend his employment beyond the original term for up to 5 additional years. Mr. Robert C. Macauley, Chairman and Chief Executive Officer of Virginia Fibre Corporation, on August 1, 1986, entered into an employment agreement with Virginia Fibre Corporation, principally providing for (a) the employment of Mr. Macauley as Chairman and Chief Executive Officer for a term of 10 years, (b) the agreement of Mr. Macauley to devote 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 $175,000 per year. During the 1992 fiscal year, the employment contract with Mr. Macauley was amended to increase the original term to 18 years and to increase the minimum basic salary during the remainder of the employment period to $275,000 per year. Effective during fiscal 1993, 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 $1,000 for each audit, compensation and stock option meeting that they attend. Supplemental to 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
14 Item 11. Executive Compensation (continued) under such pension plan at or after age 65, or if the executive becomes permanently disabled before attaining age 65. No benefit is paid to the executive under this contract if death preceeds 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 the Virginia Fibre Corporation's defined benefit pension plan. Mr. Macauley's estimated accrued benefit from the Deferred Compensation Contract is $85,502 per year for 10 years and $57,001 per year for an additional 5 years. Mr. Chandler's estimated accrued benefit from the Deferred Compensation Contract is $202,137 per year for 10 years and $134,758 per year for an additional 5 years. The dollar amount in the all other category is the 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. 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 the Company's Class A Common Stock which options may be granted shall not exceed 1,000,000 shares. Under the terms of the 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. The following table sets forth certain information with respect to options to purchase Class A Common Stock granted during the year ended October 31, 1995 to each of the named executive officers. <TABLE> OPTION GRANTS TABLE <CAPTION> Potential Net Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Individual Grants Option Term (2) % of Total Options Granted to Number of Employees Exercise Options in Fiscal Price Per Expiration Name Granted (1) Year Share Date 5% 10% <S> <C> <C> <C> <C> <C> <C> Michael J. Gasser 30,000 15% $26.19 04/17/05 $494,123 $1,252,203 Charles R. Chandler 10,000 5% $26.19 04/17/05 $164,708 $417,401 Robert C. Macauley -0- -0-% N/A N/A N/A N/A John P. Berg 10,000 5% $26.19 04/17/05 $164,708 $417,401 William B. Sparks, Jr.20,000 10% $26.19 04/17/05 $329,415 $834,802 <FN> (1) The options granted are exercisable on April 17, 1997. (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. </TABLE>
15 Item 11. Executive Compensation (continued) The following table sets forth certain information with respect to the exercise of options to purchase Class A Common Stock during the year ended October 31, 1995, and the unexercised options held and the value thereof at that date, by each of the named executive officers: <TABLE> AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES TABLE <CAPTION> Value Number of Unexer- Value of In-The- Shares Realized cised Options Held Money Options Held Acquired upon at Year-End at Year-End Name on Exercise Exercise Exer- Unexer- Exer- Unexer- cisable cisable cisable cisable <S> <C> <C> <C> <C> <C> <C> Michael J. Gasser -0- $-0- -0- 30,000 $-0- $-0- Charles R. Chandler -0- $-0- -0- 10,000 $-0- $-0- Robert C. Macauley -0- $-0- -0- -0- $-0- $-0- John P. Berg -0- $-0- -0- 10,000 $-0- $-0- William B. Sparks, Jr. -0- $-0- -0- 20,000 $-0- $-0- </TABLE> In 1991, the shareholders of Virginia Fibre Corporation granted non-incentive (as defined in the Internal Revenue Code) stock options to Mr. Robert C. Macauley to purchase up to 135,000 shares of common stock of Virginia Fibre Corporation at a price of $31.26 per share. The options are exercisable for a period of 15 years from the date of grant. In addition to the above, Mr. Macauley and Mr. Charles R. Chandler were granted incentive stock options to purchase shares of Virginia Fibre Corporation stock. Mr. Macauley has the option to purchase up to 15,000 shares of Virginia Fibre Corporation stock at an option price, $35.00, which was not less than 110% of the fair market value of such stock at the time the options were granted. Mr. Chandler has the option to purchase up to 22,050 shares of Virginia Fibre Corporation stock at a price of $31.26 per share. The options are exercisable for a period of 10 years from the date of grant. No options were exercised during 1995, 1994 or 1993 by Mr. Macauley or Mr. Chandler. <TABLE> DEFINED BENEFIT PENSION TABLE <CAPTION> Annual Benefit for Years of Service Remuneration 15 20 25 30 <S> <C> <C> <C> <C> $375,000 $26,250 $35,000 $43,750 $52,500 $270,000 $26,250 $35,000 $43,750 $52,500 $200,000 $26,250 $35,000 $43,750 $52,500 $140,000 $24,500 $32,667 $40,833 $49,000 </TABLE>
16 Item 11. Executive Compensation (continued) <TABLE> <CAPTION> Name of individual Remuneration used Estimated or number of Credited Years for Calculation of annual benefits persons in group of service Annual Benefit under retirement plan <S> <C> <C> <C> Michael J. Gasser 16 $253,554 $28,000 John P. Berg 38 $234,955 $52,500 William B. Sparks, Jr. 1 $235,400 $1,750 Charles R. Chandler 23 $209,224 $48,122 Robert C. Macauley 23 $209,224 $48,122 </TABLE> 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 total compensation 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. The annual compensation for Mr. Macauley and Mr. Chandler is reviewed annually by the compensation committee of the Board of Directors of Virginia Fibre Corporation, made up of primarily outside members of that Board and is based primarily on the performance of Virginia Fibre Corporation. The annual compensation for Michael J. Gasser, Chairman of the Board and Chief Executive Officer of the Registrant, is reviewed annually by the Compensation Committee of the Board of Directors. Mr. Gasser's salary is based upon various measurements which are tied to the performance of Greif Bros. Corporation. The Compensation Committee, made up primarily of outside directors, reviews the total compensation paid to Mr. Gasser and other executive officers. Members of the Compensation Committee are: Naomi C. Dempsey Robert C. Macauley J Maurice Struchen
17 Item 11. Executive Compensation (concluded) The following graph compares the Registrant'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. <TABLE> STOCK PERFORMANCE CHART <CAPTION> S&P 500 YEAR GBC STOCK INDEX PEER INDEX <S> <C> <C> <C> 1990 100 100 100 1991 125 129 172 1992 129 138 175 1993 142 154 149 1994 159 155 184 1995 184 191 192 <FN> 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. </TABLE>
18 Item 12. Security Ownership of Certain Beneficial Owners and Management <TABLE> The following ownership is as of December 15, 1995: <CAPTION> Class of Type of Number of Percent Name and Address stock ownership shares of class <S> <C> <C> <C> <C> Naomi C. Dempsey Class B Record and 6,043,236 50.35% 782 W. Orange Road Beneficially Delaware, Ohio Naomi C. Dempsey, Trustee Class B See (1) below 1,663,040 13.86% John C. Dempsey Class B Record and 480,000 4.00% 621 Pennsylvania Avenue Beneficially Delaware, Ohio Robert C. Macauley Class B Record and 1,200,000 10.00% 161 Cherry Street Beneficially New Canaan, Connecticut <FN> (1) Held by Naomi C. Dempsey as successor trustee in the Naomi A. Coyle Trust. John C. Dempsey is the beneficial owner of these shares. </TABLE> <TABLE> The following information regarding directors is as of December 15, 1995: <CAPTION> Title and Percent of Class Name Class A % <S> <C> <C> Charles R. Chandler 400 -0-% Naomi C. Dempsey -0- -0-% Michael J. Gasser -0- -0-% Allan Hull -0- -0-% Robert C. Macauley -0- -0-% William B. Sparks, Jr. 1,086 0.01% J Maurice Struchen -0- -0-% </TABLE>
19 Item 12. Security Ownership of Certain Beneficial Owners and Management (concluded) <TABLE> <CAPTION> Title and Percent of Class Name Class B % <S> <C> <C> Charles R. Chandler 4,000 0.03% Naomi C. Dempsey 7,706,276 64.21% Michael J. Gasser 11,798 0.10% Allan Hull 149,600 1.25% Robert C. Macauley 1,200,000 10.00% William B. Sparks, Jr. 6,248 0.05% J Maurice Struchen 7,400 0.06% </TABLE> In addition to the above referenced shares, Messrs. Gasser, Hull and Baker 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. Conroy, Hull and Ratcliffe serve as Trustees for the Greif Bros. Corporation Retirement Plan for Certain Hourly Employees, which holds 875 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. Each class of the following equity securities are owned or controlled by management (i.e. all Directors and Officers) as of December 15, 1995: <TABLE> <CAPTION> Title of Amount Percent class of stock beneficially owned of class <S> <C> <C> Class A 10,108 0.09% Class B 9,211,236 76.70% </TABLE> Item 13. Certain Relationships and Related Transactions The law firm of Hull & Hull received $525,950 in fees for legal services to the Corporation plus reimbursement of out-of-pocket expenses of $42,120. Mr. Allan Hull, attorney-at-law, is Vice President, General Counsel, member of the Executive Committee and a Director of Greif Bros. Corporation and a partner in the firm of Hull & Hull.
20 Item 13. Certain Relationships and Related Transactions (concluded) A subsidiary of the Company annually contributes money to a world-wide relief organization. The founder and chairman of this non-profit organization is also the founder and chairman of the subsidiary company and is a director of the Registrant. During 1995 the subsidiary company contributed approximately $4,250,000 to this organization. There are loans that have been made by the Company to certain employees, including certain officers and directors of the Company. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K <TABLE> (a) The following documents are filed as part of this report: <CAPTION> Page in Annual Report* (1) Financial Statements: <S> <C> Consolidated Statements of Income for the three years ended October 31, 1995 26 Consolidated Balance Sheets at October 31, 1995 and 1994 27-28 Consolidated Statements of Cash Flows for the three years ended October 31, 1995 29 Consolidated Statements of Changes in Shareholders' Equity for the three years ended October 31, 1995 30 Notes to Consolidated Financial Statements 31-38 Report of Management's Responsibilities 39 Report of Independent Accountants 40 Selected Quarterly Financial Data (unaudited) 41 </TABLE> * Incorporated by reference from the indicated pages of the 1995 Annual Report to Shareholders.
21 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (concluded) (2) Financial Statement Schedules: Report of Independent Accountants on Financial Statement Schedules Consolidated Valuation and Qualifying Accounts and Reserves (Schedule II) (3) Exhibits: No. (11.) Statements Re: Computation of Per Share Earnings (13.) 1995 Annual Report to Shareholders (21.) Subsidiaries of the Registrant (b) Reports on Form 8-K (1) No reports on Form 8-K have been filed during the last quarter of fiscal 1995. All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. The individual financial statements of the Registrant have been omitted since the Registrant is primarily an operating company and all subsidiaries included in the consolidated financial statements, in the aggregate, do not have minority equity interests and/or indebtedness to any person other than the Registrant or its consolidated subsidiaries in amounts which exceed 5% of total consolidated assets at October 31, 1995, excepting indebtedness incurred in the ordinary course of business which is not in default.
22 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREIF BROS. CORPORATION (Registrant) Date January 10, 1996 By John K. Dieker Controller Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Michael J. Gasser Charles R. Chandler Chairman of the Board of Directors Member of the Board of Directors Naomi C. Dempsey Allan Hull Member of the Board of Directors Member of the Board of Directors Robert C. Macauley William B. Sparks, Jr. Member of the Board of Directors Member of the Board of Directors J Maurice Struchen Member of the Board of Directors Each of the above signatures is affixed as of January 10, 1996.
23 REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors of Greif Bros. Corporation Our audits of the consolidated financial statements referred to in our report dated December 1, 1995 appearing on page 40 of the 1995 Annual Report to Shareholders of Greif Bros. Corporation, (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14 (a) (2) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PRICE WATERHOUSE LLP Columbus, Ohio December 1, 1995
24 SCHEDULE II <TABLE> GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (IN $000) <CAPTION> Additions Balance at Charged to Charged to Balance at Beginning Costs and Other End of Description of Period Expenses Accounts Deductions Period Year ended October 31, 1993: <S> <C> <C> <C> <C> <C> Reserves deducted from applicable assets: For doubtful items-- trade accounts receivable $ 965 $364 $24 (A) $414 (B) $ 939 For doubful items-- other notes and accounts receivable 697 -0- -0- -0- 697 Total reserves deducted from applicable assets $1,662 $364 $24 $414 $1,636 Year ended October 31, 1994: Reserves deducted from applicable assets: For doubtful items-- trade accounts receivable $ 939 $398 $23 (A) $371 (B) $ 989 For doubtful items-- other notes and accounts receivable 697 -0- -0- -0- 697 Total reserves deducted from applicable assets $1,636 $398 $23 $371 $1,686 Year ended October 31, 1995: Reserves deducted from applicable assets: For doubtful items-- trade accounts receivable $ 989 $536 $37 (A) $773 (B) $ 789 For doubtful items-- other notes and accounts receivable 697 -0- -0- -0- 697 Total reserves deducted from applicable assets $1,686 $536 $37 $773 $1,486 <FN> (A) Collections of accounts previously written off. (B) Accounts written off. </TABLE>
25 EXHIBIT 11 <TABLE> STATEMENTS RE: COMPUTATION OF PER SHARE EARNINGS Net income per share was calculated using the following number of shares for the periods presented: <CAPTION> Year Ended October 31, 1995 1994 1993 <S> <C> <C> <C> Class A Common Stock 10,873,172 10,873,172 10,873,172 Class B Common Stock 13,252,073 13,344,148 13,436,204 Three Months Ended October 31, 1995 1994 1993 Class A Common Stock 10,873,172 10,873,172 10,873,172 Class B Common Stock 13,201,793 13,311,326 13,425,650 </TABLE>