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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.*
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
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
Note: All properties are held in fee except as noted below.
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
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
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
(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).
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 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
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
The following table sets forth the compensation for the
three years ended October 31, 1995 for each of the named
executive officers.
Number
of Stock
Deferred All Options
Name and Position Year Salary Bonus Compensation Other Granted
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
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.
OPTION GRANTS TABLE
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%
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
(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.
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:
AGGREGATE OPTION EXERCISES AND FISCAL
YEAR-END OPTION VALUES TABLE
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
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-
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.
DEFINED BENEFIT PENSION TABLE
Annual Benefit for Years of Service
Remuneration 15 20 25 30
$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
16
Item 11. Executive Compensation (continued)
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 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
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.
STOCK PERFORMANCE CHART
S&P 500
YEAR GBC STOCK INDEX PEER INDEX
1990 100 100 100
1991 125 129 172
1992 129 138 175
1993 142 154 149
1994 159 155 184
1995 184 191 192
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.
18
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The following ownership is as of December 15, 1995:
Class of Type of Number of Percent
Name and Address stock ownership shares of class
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
(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 15, 1995:
Title and Percent of Class
Name Class A %
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-%
19
Item 12. Security Ownership of Certain Beneficial Owners and
Management (concluded)
Title and Percent of Class
Name Class B %
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%
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:
Title of Amount Percent
class of stock beneficially owned of class
Class A 10,108 0.09%
Class B 9,211,236 76.70%
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
(a) The following documents are filed as part of this report:
Page in
Annual Report*
(1) Financial Statements:
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
* 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
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, 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
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
(A) Collections of accounts previously written off.
(B) Accounts written off.
25
EXHIBIT 11
STATEMENTS RE: COMPUTATION OF PER SHARE EARNINGS
Net income per share was calculated using the following
number of shares for the periods presented:
Year Ended October 31,
1995 1994 1993
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