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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, 1994 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 the number of shares outstanding of each of the registrant's classes
of common stock, as of the close of the period covered by this report:
Class A Common Stock 5,436,586 shares
Class B Common Stock 6,654,174 shares
Documents Incorporated by Reference
Document Incorporated into
Portions of Annual Report to Shareholders Part I, Part II, Part IV
for year ended October 31, 1994
PART I
Item 1. Business
Information on the nature, type of business and industry segments,
contained on pages 22 and 23 in the Company's 1994 Annual Report to
Shareholders, is incorporated in the Form 10-K Annual Report.*
Item 2. Properties
The following are the Company's principal locations and products manufactured.
Location Products Manufactured
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 and wood cut stock
Georgia
Macon Corrugated honeycomb
Tucker Fibre drums
Illinois
Blue Island Fibre drums
Chicago Steel drums
Joliet Steel drums
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 1994 Annual Report to Shareholders is deemed to be filed as part
of this Form 10-K Annual Report.
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
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
Item 2. Properties (continued)
Location Products Manufactured
New Jersey
Edison (8) General office
Rahway Fibre drums and plastic drums
Spotswood Fibre drums
Springfield (9) National accounts sales office
Teterboro Fibre drums
Phillipsburg Plywood reels
New York
Buffalo Fibre drums
Lindenhurst (10) Research center
Niagara Falls Steel drums
Syracuse Fibre drums and steel drums
Amherst (11) General office
North Carolina
Bladenboro Steel drums
Charlotte Fibre drums
Concord Corrugated sheets
Ohio
Caldwell Steel drums
Canton (12) Corrugated containers
Cleveland (13) Corrugated containers
Delaware Principal office
Fostoria Corrugated containers
London (14) Corrugated containers
Massillon Recycled containerboard
Hebron Plastic products and containers
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
Reno (15) Corrugated containers
Stroudsburg Rims and drum hardware
Washington Corrugated containers and sheets
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
Weston 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
Stoney Creek, Ontario Steel drums
Note: All properties are held in fee except as noted below.
Exceptions:
(1) Lease expires March 31, 1997
(2) Lease expires March 30, 1995
(3) Lease expires January 31, 1998
(4) Lease expires June 30, 1995
(5) Lease expires March 31, 1999
(6) Lease expires December 31, 1994
(7) Lease expires May 31, 1995
(8) Lease expires May 31, 1998
Item 2. Properties (concluded)
(9) Lease expires September 7, 1997
(10) Lease expires December 31, 2000
(11) Lease expires December 31, 1996
(12) Lease expires March 31, 1998
(13) Lease expires November 30, 1995
(14) Lease expires April 30, 1997
(15) Lease expires October 31, 1995
The Company also owns in fee a substantial number of scattered timber
tracts comprising approximately 319,000 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.
Due to the uncertainty surrounding this instance, the Company
believes that the range of potential liability cannot be reasonably estimated,
accordingly no reserve has been recorded as of October 31, 1994.
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 1994 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 21 of the 1994 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 18 of the 1994
Annual Report to Shareholders. The annual dividends paid for the last three
fiscal years are contained on page 15.
Item 6. Selected Financial Data
The 5-year selected financial data, contained on page 22 of the 1994
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 1994 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
24 and 25.
Item 8. Financial Statements and Supplementary Data
The following information contained in the 1994 Annual Report to
Shareholders is incorporated by reference in this Form 10-K Annual Report:*
The consolidated financial statements and the report
thereon of Price Waterhouse LLP dated November 30, 1994 -
pages 14 through 20.
The selected quarterly financial data - page 21.
*Except as specifically indicated herein, no other data appearing in
the Company's 1994 Annual Report to Shareholders is deemed to be filed as part
of this Form 10-K Annual Report.
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
auditors and there were no matters of disagreement on accounting and financial
disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
The following information relates to Directors of the Company:
Year first
Date present Other positions became
Name term expires and offices held Director
Michael J. Gasser (Note: All Directors See response below. 1991
are elected annually
John C. Dempsey (A) for the ensuing year See response below. 1946
and serve until their
Allan Hull (B) successors are elec- See response below. 1947
ted and qualify. The
Robert C. Macauley (C) annual meeting is See response below. 1979
held on the fourth
Charles R. Chandler (D) Monday of February.) See response below. 1987
Paul H. DeCoster (E) None. 1993
J Maurice Struchen (F) None. 1993
(A)John C. Dempsey (age 80) has been a full time officer of the Company for
more than the last five years. In the current year, he retired from the
Company, but retains the position of Chairman Emeritus of the Board of
Directors.
(B)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.
(C)Robert C. Macauley (age 71) 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.
(D)Charles R. Chandler (age 59) 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.
(E)Paul H. DeCoster (age 61) has been, for more than the past five years, a
partner in the law firm Jackson and Nash. He is a member of the
Compensation and Audit Committees.
Item 10. Directors and Executive Officers of the Registrant (continued)
(F)J Maurice Struchen (age 74) has been, for more than the past five years,
the retired former Chairman of the Board and Chief Executive Officer of
Society Corporation. He is a member of the Compensation and Audit
Committees. He is also a director for Society Corporation and Forest City
Enterprises, Inc.
Mr. Gasser, for more than the past five years, has been a full-time
officer of the Company (see below).
The following information relates to Executive Officers of the Company
(elected annually):
Year first
became
Executive
Name Age Positions and Offices Officer
Michael J. Gasser 43 Chairman of the Board of 1988
Directors and Chief
Executive Officer, member
of the Executive and
Finance Committees
Allan Hull 81 Director, Vice President, 1964
General Counsel, member
of the Executive Com-
mittee
John P. Berg 74 President, member of the 1972
Finance Committee and
General Manager of Norco
and West Coast Divisions
Lloyd D. Baker 61 Vice President and Chairman 1975
of the Finance Committee
Leonard W.
Berkheimer 60 Vice President 1990
Michael M. Bixby 51 Vice President 1980
Herbert L.
Carpenter, Jr. 72 Vice President, General 1976
Manager of Raible Division
and Director of Research
and Development
Richard R. Caron 62 Vice President 1990
John P. Conroy 65 Vice President and Secretary 1991
Item 10. Directors and Executive Officers of the Registrant (continued)
Year first
became
Executive
Name Age Positions and Offices Officer
Edward L. Dean 59 Vice President 1985
Dwight L. Dexter 43 Vice President 1990
Richard E. Gerstner 46 Vice President 1990
Harrison C.
Golway, Jr. 65 Vice President 1985
C. J. Guilbeau 47 Vice President 1986
Thomas A. Haire 46 Vice President 1991
James A. Hale 54 Vice President 1990
Ralph A. Kelley 73 Vice President and General 1976
Manager of Seymour &
Peck Division
Jerry D. Kidd 59 Vice President 1992
Dennis J. Kuhn 71 Vice President 1980
Anthony Lanza 78 Vice President 1991
Sally W. Messner 58 Vice President 1993
Gail T. Randich 60 Vice President 1991
Lawrence A.
Ratcliffe 53 Vice President and Director 1991
of Industrial Relations
John S. Ries 52 Vice President 1994
James T. Robinson 52 Vice President 1990
Harley G. Sasse 49 Vice President 1990
Alvis H. Snipes 89 Vice President 1947
Robert G. Straley 43 Vice President and General 1990
Manager of East Coast Division
Item 10. Directors and Executive Officers of the Registrant (continued)
Year first
became
Executive
Name Age Positions and Offices Officer
Kenneth R. Swanson 54 Vice President 1990
Ronald L.
Waterman, Sr. 55 Vice President 1989
Jeffrey C. Wood 42 Vice President 1992
Russell J. Rehark 83 Treasurer and member of 1972
the Finance Committee
Except as indicated below, each Executive Officer has served in his
present capacity for at least five years.
Mr. Leonard W. Berkheimer was elected Vice President in 1990.
During the last five years he has been General Manager of Fibre Drum
Operations - East Coast Division.
Mr. Richard R. Caron was elected Vice President in 1990. During the
last five years he has been General Sales Manager - National Accounts.
Mr. Dwight L. Dexter was elected Vice President in 1990. During the
last five years he has been Sales Manager for National Accounts.
Mr. Richard E. Gerstner was elected Vice President in 1990. During
the last five years he has served as General Manager - Steel Drum Operations -
East Coast Division and continues to serve in this capacity.
Mr. James A. Hale was elected Vice President in 1990. During the
last five years he has served as an industrial engineer for the East Coast
Division.
Mr. James T. Robinson was elected Vice President in 1990. During
the last five years he has been a Sales Manager for the East Coast Division
and continues to serve in this capacity.
Mr. Harley G. Sasse was elected Vice President in 1990. During the
last five years he has been General Sales Manager for the Norco and West Coast
Divisions.
Mr. Robert G. Straley was elected Vice President in 1990. During
the last five years he has served as General Manager for the East Coast
Division.
Mr. Kenneth R. Swanson was elected Vice President in 1990. During
the last five years he has been General Manager - Quality Excellence Program.
Item 10. Directors and Executive Officers of the Registrant (concluded)
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
Seymour & Peck Division.
Mr. Gail T. Randich was elected Vice President in 1991. During the
last five years he has served as Manager - Midwest Operations - Seymour & Peck
Division. Mr. Randich continues to serve in this capacity.
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 Norco
Division. Mr. Kidd continues to serve in this capacity.
Mr. Jeffrey C. Wood was elected Vice President in 1992. Prior to
that time he has served as a divisional fleet manager for the 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 Norco and West
Coast Divisions and continues to serve in this capacity.
Item 11. Executive Compensation
Deferred All
Name and Position Year Salary Bonus Compensation Other
Michael J. Gasser 1994 $143,166 $99,999
Chairman
Chief Executive 1993 $110,040 $35,000
Officer
1992 $102,304 $30,000
John C. Dempsey 1994 $155,964 $56,996
Chairman Emeritus
1993 $155,964 $92,176
1992 $155,964 $90,369
Robert C. Macauley 1994 $356,750 $90,172 $40,593 $445,410
Director
Chief Executive
Officer of 1993 $353,550 $104,782 $33,990 $146,520
Virginia Fibre
Corporation 1992 $341,151 $73,612 $34,932 $499,500
Charles R. Chandler1994 $414,421 $94,952 $218,411 $52,794
Director
President of 1993 $423,308 $126,013 $201,670 $21,294
Virginia Fibre
Corporation 1992 $408,519 $83,160 $168,253 $23,310
John P. Berg 1994 $140,004 $93,844
President
1993 $132,766 $88,532
1992 $125,892 $86,796
Ralph A. Kelley 1994 $107,760 $32,436
Vice President
1993 $103,116 $30,600
1992 $97,740 $30,000
Item 11. Executive Compensation (continued)
Deferred All
Name and Position Year Salary Bonus Compensation Other
Elmer A. Reitz 1994 $64,000* $76,570*
Executive Vice
President 1993 $96,000 $86,683
1992 $103,101 $84,983
*Mr. Reitz passed away in August, 1994.
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. 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
Item 11. Executive Compensation (continued)
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.
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.
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 $19,200 per year plus
$500 for each audit and compensation 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 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 $78,608 per year for 10 years and $52,405 per year for an additional 5
years. Mr. Chandler's estimated accrued benefit from the Deferred Compensation
Contract is $184,061 per year for 10 years and $122,707 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.
In 1991, the shareholders of Virginia Fibre Corporation approved 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 the option.
Item 11. Executive Compensation (continued)
In addition to the above, Mr. Macauley and Mr. Charles R. Chandler were
issued 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 is not less than 110%
of the fair market value of such stock at the time the option is 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.
No options were exercised during 1994, 1993 or 1992 by Mr. Macauley or
Mr. Chandler.
DEFINED BENEFIT PENSION TABLE
Annual Benefit for Years of Service
Remuneration 15 20 25 30
$160,000 $27,640 $36,853 $46,067 $55,280
$150,000 $25,890 $34,520 $43,150 $51,780
$140,000 $24,140 $32,187 $40,233 $48,280
$130,000 $22,390 $29,843 $37,317 $44,780
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
Michael J. Gasser 15 $77,944 $11,142
John C. Dempsey 45 $151,549 $37,879
John P. Berg 37 $116,285 $36,358
Ralph A. Kelley 54 $89,497 $30,604
Elmer A. Reitz 50 $107,614 $36,945
Charles R. Chandler 22 $219,224 $48,229
Robert C. Macauley 22 $219,224 $48,229
The registrant's pension plan is a defined benefit pension plan with
benefits based upon the average of the ten consecutive highest-paying years of
salary compensation (excluding bonuses) 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.
Item 11. Executive Compensation (continued)
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
primarily on 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:
Paul H. DeCoster
Robert C. Macauley
J Maurice Struchen
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.
STOCK PERFORMANCE CHART
S&P 500
Year GBC Stock Index Peer Index
1989 100 100 100
1990 67 89 69
1991 83 115 118
1992 86 123 120
1993 94 137 102
1994 105 139 126
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following ownership is as of December 12, 1994:
Class of Type of Number of Percent
Name and Address stock ownership shares of class
Naomi C. Dempsey Class B Record and 3,021,618 45.41%
782 W. Orange Road Beneficially
Delaware, Ohio
Naomi C. Dempsey, Trustee Class B See (1) below 831,520 12.50%
John C. Dempsey Class B Record and 240,000 3.60%
621 Pennsylvania Avenue Beneficially
Delaware, Ohio
Macauley & Company Class B Record and 1,200,000 18.04%
161 Cherry Street Beneficially
New Canaan, Connecticut
(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.
The following information regarding directors is as of December 12,
1994:
Title and Percent of Class
Name Class A %
Charles R. Chandler 200 -0-%
Paul H. DeCoster 200 -0-%
Michael J. Gasser -0- -0-%
Allan Hull -0- -0-%
Robert C. Macauley -0- -0-%
J Maurice Struchen -0- -0-%
Item 12. Security Ownership of Certain Beneficial Owners and Management
(concluded)
Title and Percent of Class
Name Class B %
Charles R. Chandler 2,000 .03%
Paul H. DeCoster -0- -0-%
Michael J. Gasser 5,899 .09%
Allan Hull 74,800 1.12%
Robert C. Macauley 1,200,000 18.04%
J Maurice Struchen 1,000 .02%
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 61,876 shares of Class A Common Stock and 38,440 shares
of Class B Common Stock. The Trustees, 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 12, 1994:
Title of Amount Percent
class of stock beneficially owned of class
Class A 9,972 0.18%
Class B 1,350,785 20.30%
Item 13. Certain Relationships and Related Transactions
The law firm of Hull & Hull received $301,990 in fees for legal services
to the Corporation plus reimbursement of out-of-pocket expenses of $32,619. 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.
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 1994 the subsidiary company contributed approximately
$1,200,000 to this organization.
The information concerning the indebtedness of Officers and Directors is
included in Schedule II, pages 26 through 30, in this Form 10-K Annual Report.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
Page in
Annual Report *
(1)Financial Statements:
Consolidated Balance Sheets at October
31, 1994 and 1993 14
Consolidated Statements of Income for the
three years ended October 31, 1994 15
Consolidated Statements of Earnings Retained
for Use in the Business for the three
years ended October 31, 1994 15
Consolidated Statements of Cash Flows
for the three years ended October 31, 1994 16
Notes to Consolidated Financial Statements 17-20
Report of Independent Accountants 20
Selected Quarterly Financial Data (unaudited) 21
* Incorporated by reference from the indicated pages of the 1994 Annual
Report to Shareholders.
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
Marketable Securities - Other Security Investments
(Schedule I)
Amounts Receivable from Related Parties and Underwriters,
Promoters and Employees Other Than Related Parties
(Schedule II)
Consolidated Properties, Plants and Equipment (Schedule V)
Consolidated Accumulated Depreciation, Depletion and
Amortization of Properties, Plants and Equipment (Schedule VI)
Consolidated Valuation and Qualifying Accounts and
Reserves (Schedule VIII)
Consolidated Supplementary Income Statement
Information (Schedule X)
(3)Exhibits:
No.
(13.) 1994 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 1994.
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, 1994, excepting indebtedness incurred in the
ordinary course of business which is not in default.
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 18, 1995 By
John K. Dieker
Assistant 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
Paul H. DeCoster Allan Hull
Member of the Board of Directors Member of the Board of Directors
Robert C. Macauley J Maurice Struchen
Member of the Board of Directors Member of the Board of Directors
Each of the above signatures is affixed as of January 18, 1995.
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 November 30, 1994 appearing on page 20 of the 1994 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
November 30, 1994
SCHEDULE I
GREIF BROS. CORPORATION
AND SUBSIDIARY COMPANIES
MARKETABLE SECURITIES
OTHER SECURITY INVESTMENTS
Amount at which each
portfolio of equity
Number of shares security issues and
or units - each other security
Name of issuer and principal amount issue carried in the
title of each issueof bonds and notes balance sheet
Marketable securities:
U. S. Treasury Notes $ 2,000,000 $ 2,043,760
Government of Canada
Securities 19,731,000 21,926,139
$21,731,000 $23,969,899 (A)
(A) At cost plus accrued interest, which approximates market.
SCHEDULE II
GREIF BROS. CORPORATION
AND SUBSIDIARY COMPANIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
Year ended October 31, 1992:
Balance at Balance at
Beginning Amount End of
Name of Debtor Period Proceeds Collected Period
Lloyd D. Baker $ 98,490 $ -0- $ 7,442 $ 91,048
Michael M. Bixby 254,000 -0- 21,000 233,000
Edward M. Bobula 82,000 240,000 50,000 272,000
Glenn D. Bramlett 290,000 -0- -0- 290,000
Dwight L. Dexter 171,337 -0- 6,529 164,808
Michael J. Gasser 82,400 200,864 6,867 276,397
C. J. Guilbeau -0- 200,000 1,349 198,651
James A. Hale -0- 182,500 84,684 97,816
Philip R. Metzger 111,607 -0- 5,377 106,230
Howard S. Miller 70,000 -0- -0- 70,000
Thomas V. Parker -0- 135,300 19,420 115,880
Gerald L. Payne -0- 100,000 6,068 93,932
Lawrence A. Ratcliffe 82,842 -0- 4,252 78,590
John Saldate 191,822 962 32,344 160,440
William B. Sparks 111,929 -0- -0- 111,929
Ralph V. Stoner, Jr. -0- 250,000 -0- 250,000
Ralph V. Stoner, Sr. 163,000 -0- 20,000 143,000
J. William Weller 93,988 -0- 4,441 89,547
Jeffrey C. Wood -0- 174,000 -0- 174,000
$1,803,415 $1,483,626 $269,773 $3,017,268
SCHEDULE II
(continued)
GREIF BROS. CORPORATION
AND SUBSIDIARY COMPANIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
Year ended October 31, 1993:
Balance at Balance at
Beginning Amount End of
Name of Debtor Period Proceeds Collected Period
Lloyd D. Baker $ 91,048 $ -0- $ 7,603 $ 83,445
Michael M. Bixby 233,000 -0- 6,000 227,000
Edward M. Bobula 272,000 -0- -0- 272,000
Glenn D. Bramlett 290,000 -0- -0- 290,000
Dwight L. Dexter 164,808 -0- 6,728 158,080
Michael J. Gasser 276,39 -0- 19,828 256,569
C. J. Guilbeau 198,651 -0- 5,496 193,155
James A. Hale 97,816 -0- 3,835 93,981
Philip R. Metzger 106,230 -0- 5,540 100,690
Howard S. Miller 70,000 -0- -0- 70,000
Thomas V. Parker 115,880 -0- 4,492 111,388
Gerald L. Payne 93,932 -0- 7,990 85,942
Todd W. Prasher -0- 149,217 3,878 145,339
Lawrence A. Ratcliffe 78,590 -0- 4,381 74,209
John Saldate 160,440 -0- 3,682 156,758
William R. Shew -0- 275,000 110,000 165,000
William B. Sparks 111,929 -0- -0- 111,929
Ralph V. Stoner, Jr. 250,000 -0- 25,000 225,000
Ralph V. Stoner, Sr. 143,000 -0- 143,000 -0-
J. William Weller 89,547 -0- 4,576 84,971
Jeffrey C. Wood 174,000 -0- 52,504 121,496
$3,017,268 $424,217 $414,533 $3,026,952
SCHEDULE II
(continued)
GREIF BROS. CORPORATION
AND SUBSIDIARY COMPANIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
Year ended October 31, 1994:
Balance at Balance at
Beginning Amount End of
Name of Debtor Period Proceeds Collected Period
Lloyd D. Baker $ 83,445 $ -0- $ 7,768 $ 75,677
Michael M. Bixby 227,000 -0- 6,000 221,000
Edward M. Bobula 272,000 -0- 272,000 -0-
Glenn D. Bramlett 290,000 -0- -0- 290,000
Dwight L. Dexter 158,080 -0- 6,932 151,147
Kevin L. Drummond -0- 115,000 -0- 115,000
Sandra L. Fisher -0- 103,000 2,179 100,821
Michael J. Gasser 256,569 -0- 18,940 237,630
C. J. Guilbeau 193,155 -0- 5,664 187,491
James A. Hale 93,981 -0- 3,951 90,029
Philip R. Metzger 100,690 -0- 5,709 94,981
Howard S. Miller 70,000 -0- 20,000 50,000
Thomas V. Parker 111,388 -0- 111,388 -0-
Gerald L. Payne 85,942 -0- 8,841 77,101
Todd W. Prasher 145,339 -0- 8,182 137,157
Lawrence A. Ratcliffe 74,209 -0- 4,514 69,695
John Saldate 156,758 -0- 3,794 152,965
William R. Shew 165,000 -0- -0- 165,000
William B. Sparks 111,929 -0- -0- 111,929
Ralph V. Stoner, Jr. 225,000 -0- -0- 225,000
J. William Weller 84,971 -0- 84,971 -0-
Jeffrey C. Wood 121,496 -0- 4,604 116,892
$3,026,952 $218,000 $575,437 $2,669,515
SCHEDULE II
(continued)
Lloyd D. Baker is a Vice President of Greif Bros. Corporation. The
loan is secured by a first mortgage on a house and lot in Delaware, Ohio and
2,000 shares of the Company's Class B Common Stock. Interest is payable at 3%
per annum.
Michael M. Bixby is a Vice President of Greif Bros. Corporation.
The loan is secured by a house and lot in Minnesota and interest is payable at
3% per annum.
Edward M. Bobula was a Vice President of Greif Bros. Corporation.
The loan was secured by 10,000 shares of the Company's Class B Common Stock
and interest was payable at 3% per annum.
Glenn D. Bramlett is a Director of Down River International, Inc.
The loan is secured by 17,650 shares of the Company's Class B Common Stock and
interest is payable at 10% per annum on $250,000 and 3% on the remaining
$40,000.
Dwight L. Dexter is a Vice President of Greif Bros. Corporation.
The loan is secured by a house and lot in Ohio and interest is payable at 3%
per annum.
Kevin L. Drummond is Controller of Michigan Packaging Company. The
loan is secured by a house and lot in Michigan and interest is payable at 3%
per annum.
Sandra L. Fisher is an insurance administrator of Greif Bros.
Corporation. The loan is secured by a house and lot in Ohio and interest is
payable at 7% per annum.
Michael J. Gasser is Chairman and Chief Executive Officer of Greif
Bros. Corporation. The loan is secured by 5,599 shares of the Company's Class
B Common Stock and a first mortgage on a house and lot in Ohio. Interest is
payable at 3% per annum.
C. J. Guilbeau is a Vice President of Greif Bros. Corporation. The
loan is secured by a house and lot in Illinois and interest is payable at 3%
per annum.
James A. Hale is a Vice President of Greif Bros. Corporation. The
loan is secured by a house and lot in Alabama and interest is payable at 3%
per annum.
Philip R. Metzger is Assistant Controller and Assistant Treasurer of
Greif Bros. Corporation. The loan is secured by a house and lot in Ohio and
interest is payable at 3% per annum.
Howard S. Miller is a Director of Michigan Packaging Company. The
loan is secured by 4,000 shares of the Company's Class B Common Stock and
interest is payable at 7.79% per annum.
Thomas V. Parker is a plant manager of Greif Bros. Corporation. The
loan was secured by a house and lot in Ohio and interest was payable at 3% per
annum.
SCHEDULE II
(concluded)
Gerald L. Payne is a plant manager of Greif Bros. Corporation. The
loan is secured by a house and lot in Illinois and interest is payable at 3%
per annum.
Todd W. Prasher is a division controller of Greif Bros. Corporation.
The loan is secured by a house and lot in Ohio and interest is payable at 3%
per annum.
Lawrence A. Ratcliffe is a Vice President of Greif Bros.
Corporation. The loan is secured by a house and lot in Ohio and interest is
payable at 3% per annum.
John Saldate is a plant manager of Greif Bros. Corporation. The
loan is secured by a house and lot in California and interest is payable at 3%
per annum.
William R. Shew is President of Greif Board Corporation. The loan
is secured by 22,500 shares of Greif Bros. Corporation Class B common stock.
Interest is payable at the prime rate, as determined, and payable semi-
annually on April 30th and October 31st of each year.
William B. Sparks is Chairman of the Board of Down River
International, Inc. The loan is secured by 3,124 shares of the Company's
Class B Common Stock and 500 shares of the Company's Class A Common Stock.
Interest is payable at 3% per annum.
Ralph V. Stoner, Jr. is President of Michigan Packaging Company.
The loan is secured by a house and lot in North Carolina and interest is
payable at 3% per annum.
J. William Weller was Assistant Tax Manager of Greif Bros.
Corporation. The loan was secured by a house and lot in Ohio and interest was
payable at 3% per annum.
Jeffrey C. Wood is a Vice President of Greif Bros. Corporation. The
loan is secured by a house and lot in Ohio and interest is payable at 3% per
annum.
SCHEDULE V
GREIF BROS. CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED PROPERTIES, PLANTS AND EQUIPMENT (IN $000)
Other Balance
Balance at Additions Changes at End
Beginning at Retire- Add of
Description of Period Cost ments (Deduct) Period
Year ended October 31, 1992:
Timber Properties, less
depletion $ 2,701 $ 109 $ 45 $ (3) (A) $ 2,762
Land $ 9,159 $ 50 $ -0- $ (61) (A) $ 9,148
Land Improvements 2,773 2,478 -0- -0- 5,251
Buildings 70,616 5,163 222 125 (A)(B) 75,682
Machinery & Equipment 180,817 19,932 1,685 (2,229) (A)(B) 196,835
Furniture & Fixtures 5,135 507 181 (47) (A) 5,414
Construction in Process 7,758 15,202 -0- -0- 22,960
267,099 43,282 2,088 (2,151) 306,142
$276,258 $43,332 $2,088 $(2,212) $315,290
Year ended October 31, 1993:
Timber Properties, less
depletion $ 2,762 $ 530 $ -0- $ (2) (A) $ 3,290
Land $ 9,148 $ 497 $ -0- $ (36) (A)(B)$ 9,609
Land Improvements 5,251 139 23 -0- 5,367
Buildings 75,682 5,533 101 (333) (A)(B) 80,781
Machinery & Equipment 196,835 21,707 4,777 (982) (A)(B) 212,783
Furniture & Fixtures 5,414 419 152 11 (A)(B) 5,692
Construction in Process 22,960 45,692 -0- -0- 68,652
306,142 73,490 5,053 (1,304) 373,275
$315,290 $73,987 $5,053 $(1,340) $382,884
Year ended October 31, 1994:
Timber Properties, less
depletion $ 3,290 $ 350 $ -0- $ (1) (A) $ 3,639
Land $ 9,609 $ 928 $ 3 $ (13) (A) $ 10,521
Land Improvements 5,367 2,491 22 -0- 7,836
Buildings 80,781 11,793 349 (125) (A) 92,100
Machinery & Equipment 212,783 75,109 2,097 (334) (A) 285,461
Furniture & Fixtures 5,692 477 181 (23) (A) 5,965
Construction in Process 68,652 -0- 50,516 -0- 18,136
373,275 89,870 53,165 (482) 409,498
$382,884 $90,798 $53,168 $ (495) $420,019
(A) Effect of Translation gain (loss) in accordance with FASB #52.
(B) Certain assets were reclassified during the year to reflect the current
year's presentation.
SCHEDULE VI
GREIF BROS. CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION OF PROPERTIES, PLANTS AND EQUIPMENT (IN $000)
Additions Other Balance
Balance at Charged to Changes at End
Beginning Costs and Retire- Add of
of Period Expenses ments (Deduct) Period
Year ended October 31, 1992:
Land Improvements $ 1,927 $ 238 $ -0- $ -0- $ 2,165
Buildings 25,497 2,337 55 210 (A)(B) 27,989
Machinery & Equipment 123,874 15,261 1,639 (1,434) (A)(B) 136,062
Furniture & Fixtures 3,788 456 165 (31) (A) 4,048
$155,086 $18,292 $1,859 $(1,255) $170,264
Year ended October 31, 1993:
Land Improvements $ 2,165 $ 269 $ 21 $ -0- $ 2,413
Buildings 27,989 2,541 90 (175) (A)(B) 30,265
Machinery & Equipment 136,062 15,587 4,517 (589) (A)(B) 146,543
Furniture & Fixtures 4,048 447 147 (11) (A)(B) 4,337
$170,264 $18,844 $4,775 $(775) $183,558
Year ended October 31, 1994:
Land Improvements $ 2,413 $ 351 $ 21 $ -0- $ 2,743
Buildings 30,265 2,866 304 (65) (A) 32,762
Machinery & Equipment 146,543 18,069 1,951 (264) (A) 162,397
Furniture & Fixtures 4,337 431 173 (9) (A) 4,586
$183,558 $21,717 $2,449 $(338) $202,488
(A) Effect of Translation gain (loss) in accordance with FASB #52.
(B) Certain assets were reclassified during the year to reflect the current
year's presentation.
SCHEDULE VIII
GREIF BROS. CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN $000)
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, 1992:
Reserves deducted from
applicable assets:
For doubtful items--
trade accounts
receivable $ 965 $701 $16 (A) $717 (B) $ 965
For doubtful items--
other notes and
accounts receivable 697 -0- -0- -0- 697
Total reserves deducted
from applicable assets $1,662 $701 $16 $717 $1,662
Year ended October 31, 1993:
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
(A) Collections of accounts previously written off.
(B) Accounts written off.
SCHEDULE X
GREIF BROS. CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED SUPPLEMENTARY INCOME STATEMENT INFORMATION
(IN $000)
Charged to costs and expenses,
For the years ended October 31,
Item 1992 1993 1994
Maintenance and repairs $22,530 $22,110 $24,581
Depreciation, depletion and amorti-
zation of properties, plants and
equipment $18,315 $18,881 $21,758
Depreciation and amortization of in-
tangible assets, preoperating costs
and similar deferrals (A) (A) (A)
Taxes, other than income taxes:
Payroll $ 9,088 $ 9,505 $ 9,630
Real estate, personal property
and other 5,122 4,905 4,806
$14,210 $14,410 $14,436
Rents (A) (A) (A)
Royalties (A) (A) (A)
Advertising costs (A) (A) (A)
(A) Amount not stated because such amount does not exceed 1% of total sales
and revenues.