PROSPECTUS                                      Filed Pursuant to Rule 424(b)(4)
                                                 Registration Nos. 333-100121
                                                                   333-100121-01
                                                                   333-100121-02
                                                                   333-100121-03
                                                                   333-100121-04
                                                                   333-100121-05
                                                                   333-100121-06
                                                                   333-100121-07
                                                                   333-100121-08
                                                                   333-100121-09
                                                                   333-100121-10
                                                                   333-100121-11

                             OFFER TO EXCHANGE ALL

                       8 7/8% SENIOR SUBORDINATED NOTES
                                   DUE 2012

                                      OF

[LOGO]      GREIF
BROS. CORPORATION

                   THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM
           NEW YORK CITY TIME, ON NOVEMBER 22, 2002, UNLESS EXTENDED

TERMS OF THE EXCHANGE OFFER:

  .  We are offering to exchange $250,000,000 aggregate principal amount of
     registered 8 7/8% Senior Subordinated Notes for all of the original
     unregistered 8 7/8% Senior Subordinated Notes due 2012 that were
     originally issued on July 31, 2002.

  .  The terms of the exchange notes will be substantially identical to the
     original notes, except for transfer restrictions and registration rights
     relating to the original notes.

  .  You may withdraw tendered outstanding original notes at any time prior to
     the expiration of the exchange offer.

  .  The exchange of outstanding original notes will not be a taxable exchange
     for U.S. federal income tax purposes.

  .  We will not receive any proceeds from the exchange offer.

  .  There is no existing market for the exchange notes to be issued, and we do
     not intend to apply for their listing on any securities exchange or
     arrange for them to be quoted on any quotation system.

   See the section entitled "Description of Notes" that begins on page 68 for
more information about the notes to be issued in this exchange offer.

   Each broker-dealer that receives exchange notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for outstanding notes where
such outstanding notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. We have agreed that,
starting on the Expiration Date (as defined herein) and ending on the close of
business one year after the Expiration Date, we will make this prospectus
available to any broker-dealer for use in connection with any such resales. See
"Plan of Distribution."

   This investment involves risks. See the section entitled "Risk Factors" that
begins on page 14 for a discussion of the risks that you should consider prior
to tendering your outstanding original notes in the exchange.

                               -----------------

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

                  This prospectus is dated October 18, 2002.

                               TABLE OF CONTENTS

                                                                                      Page
                                                                                      ----
                                                                                   
Important Terms Used in this Prospectus..............................................   1
Reference to Additional Materials....................................................   1
Incorporation of Certain Documents by Reference......................................   1
Disclosure Regarding Forward Looking Statements......................................   2
Prospectus Summary...................................................................   3
Risk Factors.........................................................................  14
Use of Proceeds......................................................................  22
Capitalization.......................................................................  23
Selected Historical Consolidated Financial Data......................................  24
Management's Discussion and Analysis of Financial Condition and Results of Operations  27
Business.............................................................................  43
Management...........................................................................  50
Executive Compensation...............................................................  53
Certain Relationships and Related Party Transactions.................................  56
Description of Senior Credit Facility................................................  57
The Exchange Offer...................................................................  58
Description of Notes.................................................................  68
Book-Entry, Delivery and Forms....................................................... 113
Certain United States Federal Tax Considerations..................................... 116
Plan of Distribution................................................................. 120
Where You Can Find More Information.................................................. 120
Legal Matters........................................................................ 121
Experts.............................................................................. 121
Unaudited Pro Forma Condensed Combined Financial Data................................ P-1
Index to Financial Statements........................................................ F-1

                    IMPORTANT TERMS USED IN THIS PROSPECTUS

   Unless the context indicates or otherwise requires, the terms "Greif," "our
Company," "we," "us" and "our" as used in this prospectus refer to Greif Bros.
Corporation and its consolidated subsidiaries.

                       REFERENCE TO ADDITIONAL MATERIAL

   This prospectus incorporates important business and financial information
about Greif that is not included or delivered with this prospectus. Such
information is available without charge by written or verbal request to John K.
Dieker, Vice President and Corporate Controller, Greif Bros. Corporation, 425
Winter Road, Delaware, Ohio 43015, telephone number (740) 549-6000. If you
would like to request copies of these documents, please do so by November 15,
2002, in order to receive them before the expiration of the Exchange Offer.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   We have filed the following documents with the Securities and Exchange
Commission (the "SEC") which are incorporated into this prospectus by reference:

  .  Greif's Current Report on Form 8-K dated August 28, 2002.

  .  Greif's Quarterly Report on Form 10-Q for the quarter ended July 31, 2002.

   All documents subsequently filed by Greif pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this prospectus and prior to the termination of the
offering of the exchange notes offered by this prospectus shall be deemed to be
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of filing of such document. Any statement contained in
this prospectus or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus. You may obtain a copy
of our filings with the SEC at no cost, by writing or telephoning us at Greif
Bros. Corporation, 425 Winter Road, Delaware, Ohio 43015, telephone number
(740) 549-6000.

   When we refer to this prospectus, we mean not only this prospectus but also
any documents which are incorporated or deemed to be incorporated in this
prospectus by reference. You should rely only on the information incorporated
by reference or provided in this prospectus or any supplement. We have not
authorized anyone else to provide you with different information. This
prospectus is used to offer and sell the exchange notes referred to in this
prospectus, and only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in this prospectus is current only
as of the date of this prospectus.

                                      1

                DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

   All statements other than statements of historical facts included in this
prospectus, including, without limitation, statements regarding our future
financial position, business strategy, budgets, projected costs, goals and
plans and objectives of management for future operations, are forward-looking
statements. In addition, forward-looking statements generally can be identified
by the use of forward-looking terminology such as "may," "will," "expect,"
"intend," "estimate," "anticipate," "project," "believe" or "continue" or the
negative thereof or variations thereon or similar terminology. Although we
believe that the expectations reflected in forward-looking statements have a
reasonable basis, we can give no assurance that these expectations will prove
to have been correct. Forward-looking statements are subject to risks and
uncertainties that could cause actual events or results to differ materially
from those expressed in or implied by the statements. Important factors that
could cause actual results to differ materially from our expectations are
disclosed under "Risk Factors" and elsewhere in this prospectus, including,
without limitation, the factors set forth below and in conjunction with the
forward-looking statements included in this prospectus. All subsequent written
and oral forward-looking statements attributable to us, or persons acting on
our behalf, are expressly qualified in their entirety by the cautionary
statements.

   Factors that could cause actual results to differ materially from our
expectations include the following:

  .  changing trends and demands in the industries in which we compete,
     including industry over-capacity;

  .  general economic and business conditions, including a prolonged or
     substantial economic downturn;

  .  increases in our leverage;

  .  interest rate increases;

  .  political instability in those foreign countries where we manufacture and
     sell our products;

  .  foreign currency fluctuations and devaluations;

  .  our ability to implement our business and growth strategies and to
     maintain and enhance our competitive strengths;

  .  our ability to obtain financing for general corporate purposes;

  .  intense industry competition;

  .  availability of key personnel;

  .  availability and costs of raw materials for the manufacture of our
     products, particularly steel, paper and resin; and

  .  increases in the cost of compliance with laws and regulations, including
     environmental laws and regulations.

                                      2

                              PROSPECTUS SUMMARY

   The following summary highlights some of the information from this
prospectus and does not contain all the information that is important to you.
Before deciding to participate in the exchange offer, you should read the
entire prospectus, including the section entitled "Risk Factors" and our
consolidated financial statements and the related notes. Some statements in
this Prospectus Summary are forward-looking statements. See "Disclosure
Regarding Forward-Looking Statements."

                                  The Company

General

   We are a leading global producer of industrial shipping containers with
manufacturing facilities located in 41 countries. We offer a comprehensive line
of industrial shipping container products, such as steel, fibre and plastic
drums, intermediate bulk containers, closure systems for industrial shipping
containers, and polycarbonate water bottles, which we complement with a variety
of value-added services. Our global presence and full range of products
uniquely position this business to offer our customers a single source for
their packaging needs and to be responsive to global market changes. We also
produce containerboard and value-added corrugated products for niche markets in
the United States and Canada. We own timberland in the southeastern United
States which we cut and sell to third parties, as well as manage to maximize
long-term value. Our customers range from Fortune 500 companies to medium and
small-sized companies in a cross section of industries. Our manufacturing
facilities are strategically located near many of our customers, reducing
transportation costs.

   For the twelve months ended July 31, 2002, we had consolidated net sales of
$1.64 billion and Adjusted EBITDA (as defined on page 13) of $202.3 million,
including the results of our unrestricted timber subsidiary. During this same
period, we generated approximately 39% of our consolidated net sales from
markets outside North America. For the twelve months ended July 31, 2002, our
Industrial Shipping Containers segment represented 77% of consolidated net
sales, our Containerboard & Corrugated Products segment represented 20% of
consolidated net sales and our Timber segment represented 3% of consolidated
net sales.

Industrial Shipping Containers

   Our acquisition of Van Leer Industrial Packaging in March 2001 transformed
us into a global provider with a full range of industrial shipping container
products and services. The successful integration of this business allowed us
to realize significant synergies by improving operating efficiencies from the
consolidation of facilities and personnel, achieving economies of scale in
purchasing, sales and marketing efforts, and enhancing manufacturing
flexibility.

   Based on our internal estimates, we believe that we have the following
market positions for our industrial shipping container products:

                                              Market Position
                                            --------------------
               Product                      United States Global
               -------                      ------------- ------
                                                    
               Steel drums.................      #1         #1
               Fibre drums.................      #1         #1
               Closure systems.............      #1         #1
               Plastic drums...............      #2         #3
               Intermediate bulk containers      #3         #4

                                      3

   We seek to provide complete packaging solutions to our customers by offering
a comprehensive range of products and services on a global basis. Our full
range of shipping container products and numerous manufacturing facilities
uniquely position us to offer our customers a single source for their packaging
needs, respond to global market changes, and capitalize on faster growing
markets such as Eastern Europe and Asia. With increasing customer demand for
container life-cycle management, we also offer packaging services that include
cleaning, recycling, disposal, trip leasing, filling, warehousing, outgoing
logistics, onsite packaging and vendor management. We sell our products
globally to customers in industries such as chemicals, paints and pigments,
food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical
and mineral, among others.

   Our Industrial Shipping Containers segment generated net sales of $1,268.9
million and EBITDA of $123.3 million for the twelve months ended July 31, 2002.

Containerboard & Corrugated Products

   We concentrate on providing value-added, higher-margin corrugated products
to niche markets complemented by a comprehensive range of packaging services,
in comparison to many large paper companies which focus on high-volume,
commodity production. We are also a regional producer of containerboard and
corrugated sheets. Our highly integrated operations help stabilize the results
of this business. In fiscal 2001, our corrugated sheet, multiwall and fibre
drum operations, including our CorrChoice, Inc. joint venture, consumed an
amount of containerboard equal to approximately 70% of the containerboard tons
produced by our two mills. We believe the cost positions of our containerboard
mills are among the lowest in North America.

   We sell our containerboard, corrugated sheets and other corrugated products
and multiwall bags to customers in North America in the packaging, automotive,
food, and building products industries, among others. We also have an
approximate 63% ownership interest in CorrChoice, Inc., an unconsolidated joint
venture which manufactures corrugated sheets. Our corrugated container products
are used to ship such diverse products as home appliances, small machinery,
grocery products, building products, automotive components and books and
furniture. Our industrial and consumer multiwall bags are used to ship a wide
range of industrial and consumer products primarily for the agricultural,
chemical, building products and food industries.

   Our Containerboard & Corrugated Products segment generated net sales of
$333.9 million and EBITDA of $53.3 million for the twelve months ended July 31,
2002.

Timber

   As of July 31, 2002, we owned approximately 272,500 acres of timberland in
the southeastern United States. We manage our timber properties to generate
maximum revenue and earnings for the long term. We focus on optimizing our
annual yields by maintaining consistent cutting schedules and enhancing future
growth through intensive management and regeneration. Because we believe pine
timberland will provide the best long-term sustainable yields, in recent years
we have entered into transactions to sell substantially all of our hardwood
timberlands and subsequently acquire pine timberlands.

   Our Timber segment generated net sales of $39.3 million and EBITDA of $44.2
million for the twelve months ended July 31, 2002. EBITDA, but not net sales,
included a $10.1 million gain on timberland sales which occurred during that
period. Soterra LLC, our subsidiary that owns and operates our timber business
in the United States ("Soterra"), is an unrestricted subsidiary under the
indenture governing the notes. See "Risk Factors--The subsidiary that conducts
our timber operations in the United States is an unrestricted subsidiary" and
"Description of Notes."

                                      4

Competitive Strengths

   Leading Market Position.  We are a leading global producer of a
comprehensive line of industrial shipping container products. Based on our
internal estimates, we believe that we are the largest global and United States
producer of steel drums, fibre drums, and closure systems, and we hold leading
global and United States market positions in the production of plastic drums
and intermediate bulk containers.

   Global Presence.  We have facilities in 41 countries and generated
approximately 39% of our consolidated net sales from markets outside North
America for the twelve months ended July 31, 2002. Our global presence provides
us with access to faster growing foreign markets; insulates us from economic
downturns in any one country or region; enables us to respond to our customers'
changing needs; offers us the flexibility to shift resources in response to
changes in global or regional conditions; and allows us to effectively service
multinational customers. Our size and global reach enable us to realize
economies of scale and cost savings by consolidating our purchasing, sales and
marketing efforts.

   Comprehensive Portfolio of Product Lines.  We offer a comprehensive
portfolio of product lines in our industrial shipping container segment, which
enables us to offer our customers a single source for their packaging needs and
to be responsive to global market changes. We have also developed numerous
specialty products and applications for our corrugated products customers. Our
ability to tailor our products and services to our customers' needs allows us
to develop strong, long-term customer relationships and enhances profitability.

   Diverse and Multinational Customer Base.  We have developed longstanding
relationships with prominent customers such as BASF Corporation, Bayer
Corporation, BP p.l.c., The Dow Chemical Company, Exxon Mobil Corporation,
Imperial Chemical Industries PLC, International Paper Company, Kraft Foods
Inc., PPG Industries, Inc., Temple-Inland Inc., Total Fina Elf S.A. and
Weyerhaeuser Company. These large multinational corporations represent a range
of industries, which we believe creates a strong, stable revenue source for our
products and services. Moreover, we do not depend upon any one particular
customer, as our ten largest customers accounted for less than 20% of our net
sales in fiscal 2001.

   Significant Operating Leverage.  We believe our existing facilities have
sufficient capacity to meet future growth in market demand for our products
without significant capital expenditures. We believe we are positioned to
profitably capitalize on an increase in demand which would result from an
economic recovery.

   Experienced Management Team.  We have an experienced management team that
has managed our operations during various industry cycles. This experience
facilitated the acquisition of Van Leer Industrial Packaging and other recent
acquisitions and joint ventures and their successful integration into our
existing operations.

Business Strategy

   We plan to build on our strengths by continuing to develop products and
services that represent comprehensive packaging solutions for our customers. In
addition, we intend to enhance our profitability by continuing to rationalize
our operations, capitalize on our global resources and focus on high-margin
products and services, as well as making targeted acquisitions when the
opportunity is presented.

   Our business segment strategies are as follows:

  Industrial Shipping Containers

  .  Further extend our product and service offerings

  .  Leverage our full product line and global resources to serve our
     multinational customers

  .  Strategically implement packaging solutions

  .  Optimize manufacturing operations

                                      5

  Containerboard & Corrugated Products

  .  Continue to provide distinctive, value-added corrugated packaging and
     services

  .  Extend product expertise into specialty product offerings

  .  Expand sales in multiwall bag business in targeted industry segments

  .  Maintain cost-effectiveness and reliability of our containerboard mills
     and corrugated operations

  Timber

  .  Maintain long-term focus on pine timberland

  .  Grow future value through intensive management and regeneration

  .  Increase timberland holdings by selling timberland with a higher and
     better use, or limited management potential, and reinvesting the sale
     proceeds to acquire additional timberland with a lower cost per acre

Recent Events

   On August 23, 2002, we amended and restated our senior credit facility. As
amended, the senior credit facility consists of a $250.0 million revolving
multicurrency credit facility (the prior revolving credit facility was $150.0
million) maturing in February 2006, and a $300.0 million term loan maturing in
August 2009.

Additional Information About Our Company

   Greif Bros. Corporation is a Delaware corporation. Our principal executive
offices are located at 425 Winter Road, Delaware, Ohio 43015. The telephone
number of our executive offices is (740) 549-6000.

                                      6

The Exchange Offer

The Initial Offering of Notes On July 31, 2002, we issued in a private
                              placement 8 7/8% Senior Subordinated Notes due
                              2012 (the "original notes") to the initial
                              purchasers. The initial purchasers subsequently
                              resold the original notes to qualified
                              institutional buyers pursuant to Rule 144A under
                              the Securities Act of 1933, as amended (the
                              "Securities Act") and to persons outside the
                              United States under Regulation S.

Registration Rights Agreement Contemporaneously with the initial sale of the
                              original notes, we entered into a registration
                              rights agreement with the initial purchasers in
                              which we agreed, among other things, to file a
                              registration statement with the SEC and to
                              complete an exchange offer as promptly as
                              possible. This exchange offer is intended to
                              satisfy those rights set forth in the
                              registration rights agreement. After the exchange
                              offer is complete, you will not have any further
                              rights under the registration rights agreement,
                              including the right to require us to register any
                              outstanding notes that you do not exchange or to
                              pay you liquidated damages.

The Exchange Offer..........  We are offering to exchange the $250.0 million
                              aggregate principal amount of 8 7/8% Senior
                              Subordinated Notes due 2012 (the "exchange
                              notes"), which have been registered under the
                              Securities Act, for the same aggregate principal
                              amount of the original notes.

                              The terms of the exchange notes are identical in
                              all material respects to the terms of the
                              original notes for which they are being exchanged.

                              The original notes may be tendered only in $1,000
                              increments. We will exchange the applicable
                              exchange notes for all original notes that are
                              validly tendered and not withdrawn prior to the
                              expiration of the exchange offer. We will cause
                              the exchange to be effected promptly after the
                              expiration of the exchange offer.

                              The new registered exchange notes will evidence
                              the same debt as the old original notes and will
                              be issued under and entitled to the benefits of
                              the same indenture that governs the old original
                              notes. Holders of the original notes do not have
                              any appraisal or dissenter rights in connection
                              with the exchange offer. Because we have
                              registered the exchange notes, the exchange notes
                              will not be subject to transfer restrictions and
                              holders of original notes will have no
                              registration rights.

If You Fail to Exchange Your
  Outstanding Notes.........  If you do not exchange your outstanding notes for
                              exchange notes in the exchange offer, you will
                              continue to be subject to the restrictions on
                              transfer provided in the outstanding original
                              notes and indenture governing those notes. In
                              general, you may not offer or sell your
                              outstanding notes unless they are registered
                              under the federal securities laws or are sold in
                              a transaction exempt from or not subject to the
                              registration requirements of the federal
                              securities laws and applicable state securities
                              laws.

                                      7

Procedures for Tendering
  Notes.....................  If you wish to tender your outstanding notes for
                              exchange notes, you must:

                              .  complete and sign the enclosed letter of
                                 transmittal by following the related
                                 instructions, and

                              .  send the letter of transmittal, as directed in
                                 the instructions, together with any other
                                 required documents, to the exchange agent
                                 either (1) with the outstanding notes to be
                                 tendered, or (2) in compliance with the
                                 specified procedures for guaranteed delivery
                                 of the outstanding notes.

                              Brokers, dealers, commercial banks, trust
                              companies and other nominees may also effect
                              tenders by book-entry transfer.

                              Please do not send your letter of transmittal or
                              certificates representing your outstanding notes
                              to us. Those documents should be sent only to the
                              exchange agent. Questions regarding how to tender
                              and requests for information should be directed
                              to the exchange agent. See "The Exchange
                              Offer--Exchange Agent."

Resale of the Exchange Notes  Except as provided below, we believe that the
                              exchange notes may be offered for resale, resold
                              and otherwise transferred by you without
                              compliance with the registration and prospectus
                              delivery provisions of the Securities Act
                              provided that:

                              .  the exchange notes are being acquired in the
                                 ordinary course of business,

                              .  you are not participating, do not intend to
                                 participate, and have no arrangement or
                                 understanding with any person to participate
                                 in the distribution of the exchange notes
                                 issued to you in the exchange offer,

                              .  you are not an affiliate of ours,

                              .  you are not a broker-dealer tendering
                                 outstanding notes acquired directly from us
                                 for your account, and

                              .  you are not prohibited by law or any policy of
                                 the SEC from participating in the exchange
                                 offer.

                              Our belief is based on interpretations by the
                              Staff of the SEC, as set forth in no-action
                              letters issued to third parties unrelated to us.
                              The Staff has not considered this exchange offer
                              in the context of a no-action letter, and we
                              cannot assure you that the Staff would make
                              similar determinations with respect to this
                              exchange offer. If any of these conditions are
                              not satisfied (or if our belief is not accurate)
                              and you transfer any exchange notes issued to you
                              in the exchange offer without delivering a resale
                              prospectus meeting the requirements of the
                              Securities Act or without an exemption from
                              registration of your exchange notes from those
                              requirements, you may incur liability under the
                              Securities Act. We will not assume, nor will we
                              indemnify you against, any such liability.

                                      8

                              Each broker-dealer that receives exchange notes
                              for its own account in exchange for original
                              notes, where the original notes were acquired by
                              such broker-dealer as a result of market-making
                              or other trading activities, must acknowledge
                              that it will deliver a prospectus in connection
                              with any resale of such exchange notes. See "Plan
                              of Distribution."

Record Date.................  We mailed this prospectus and the related offer
                              documents to the registered holders of the
                              original notes on October 23, 2002.

Expiration Date.............  The exchange offer will expire at 5:00 p.m., New
                              York City time, on November 22, 2002, unless we
                              decide to extend the expiration date; provided,
                              however, that the latest time and date to which
                              the exchange offer may be extended is at 5:00
                              p.m., New York City time, on December 9, 2002.

Conditions to the Exchange
  Offer.....................  The exchange offer is subject to customary
                              conditions, including that the exchange offer not
                              violate applicable law or any applicable
                              interpretation of the staff of the SEC. This
                              exchange offer is not conditioned upon any
                              minimum principal amount of the outstanding notes
                              being tendered.

Exchange Agent..............  J.P. Morgan Trust Company, National Association,
                              is serving as exchange agent for the exchange
                              offer.

Special Procedures for
  Beneficial Owners.........  If your outstanding notes are registered in the
                              name of a broker, dealer, commercial bank, trust
                              company or other nominee, we urge you to contact
                              that person promptly if you wish to tender your
                              outstanding notes pursuant to this exchange
                              offer. See "The Exchange Offer--Procedures for
                              Tendering."

Withdrawal Rights...........  You may withdraw the tender of your outstanding
                              notes at any time before the expiration date of
                              the exchange offer by delivering a written notice
                              of your withdrawal to the exchange agent. You
                              must follow the withdrawal procedures as
                              described under the heading "The Exchange
                              Offer--Withdrawal of Tenders."

Federal Income Tax
  Considerations............  The exchange of outstanding notes for the
                              exchange notes in the exchange offer should not
                              be a taxable event for U.S. federal income tax
                              purposes.

Use of Proceeds.............  We will not receive any proceeds from the
                              issuance of the exchange notes pursuant to the
                              exchange offer. We will pay all of our expenses
                              incident to the exchange offer.

                                      9

The Exchange Notes

   The form and terms of the exchange notes are the same as the form and terms
of the original notes for which they are being exchanged, except that the
exchange notes will be registered under the Securities Act. As a result, the
exchange notes will not bear legends restricting their transfer and will not
have the benefit of the registration rights and liquidated damage provisions
contained in the original notes. The exchange notes represent the same debt as
the original notes for which they are being exchanged. Both the original notes
and the exchange notes are governed by the same indenture. We use the term
"notes" in this prospectus to collectively refer to the original notes and the
exchange notes.

Issuer......................  Greif Bros. Corporation

Notes Offered...............  $250.0 million aggregate principal amount of
                              8 7/8% Senior Subordinated Notes due 2012.

Maturity....................  August 1, 2012.

Interest Payment Dates......  February 1 and August 1 of each year, beginning
                              on February 1, 2003.

Ranking.....................  The notes will be:

                              .  our senior subordinated, unsecured obligations;

                              .  subordinate in right of payment to all of our
                                 existing and future senior debt;

                              .  pari passu in right of payment with all of our
                                 existing and future senior subordinated debt;
                                 and

                              .  senior in right of payment to all of our
                                 future subordinated obligations.

                              As of July 31, 2002, after giving effect to the
                              amended and restated senior credit facility, the
                              notes would have been subordinated to $403.5
                              million of senior debt and the related guarantees
                              of the senior subordinated guarantors would have
                              been subordinated to the same amount of senior
                              debt. In addition, $129.5 million of additional
                              senior debt would have been available for
                              borrowing under our amended and restated senior
                              credit facility. The indenture governing the
                              notes and our senior credit facility also permit
                              us, subject to specified limitations, to incur
                              additional debt, some or all of which may be
                              senior debt.

Guarantees..................  The notes will be fully guaranteed on a senior
                              subordinated, unsecured basis, jointly and
                              severally, by all of our domestic subsidiaries.
                              The guarantees will be:

                              .  subordinate in right of payment to all of the
                                 existing and future senior debt of the
                                 guarantors;

                              .  pari passu in right of payment with all of the
                                 existing and future senior subordinated debt
                                 of the guarantors; and

                              .  senior in right of payment to all of the
                                 existing and future subordinated obligations
                                 of the guarantors.

                                      10

                              While Soterra, the subsidiary that owns and
                              operates our timber business in the United
                              States, will guarantee the notes, it is an
                              unrestricted subsidiary under the indenture
                              governing the notes. See "Risk Factors--The
                              subsidiary that conducts our timber operations in
                              the United States is an unrestricted subsidiary."

Optional Redemption.........  Prior to August 1, 2007, we may redeem all or
                              part of the notes by paying a "make-whole"
                              premium based on U.S. Treasury rates as specified
                              in this prospectus under "Description of the
                              Notes--Optional Redemption."

                              At any time on or after August 1, 2007, we may
                              redeem all or a part of the notes at the
                              redemption prices specified in this prospectus
                              under "Description of the Notes--Optional
                              Redemption."

                              At any time prior to August 1, 2005, we may
                              redeem up to 35% of the notes with the net
                              proceeds of certain equity offerings, at a price
                              equal to 108.875% of the principal amount
                              thereof, plus accrued and unpaid interest, if
                              any, to the redemption date, provided that at
                              least 65% of the aggregate principal amount of
                              the notes remains outstanding after the
                              redemption.

Certain Covenants...........  We will issue the notes under an indenture among
                              us, the guarantors and J.P. Morgan Trust Company,
                              National Association, as trustee. The indenture
                              will include covenants that limit our ability and
                              the ability of our restricted subsidiaries to:

                              .  incur additional indebtedness;

                              .  pay dividends or make other restricted
                                 payments;

                              .  create or permit certain liens;

                              .  sell assets;

                              .  create or permit restrictions on the ability
                                 of our restricted subsidiaries to pay
                                 dividends or make other distributions to us;

                              .  engage in transactions with affiliates;

                              .  incur layered indebtedness; and

                              .  consolidate or merge with or into other
                                 companies or sell all or substantially all of
                                 our assets.

                              Soterra is an unrestricted subsidiary under the
                              indenture governing the notes and, therefore,
                              will not be subject to the foregoing
                              restrictions. See "Risk Factors--The subsidiary
                              that conducts our timber operations in the United
                              States is an unrestricted subsidiary."

                              The covenants in the indenture are subject to a
                              number of important exceptions and qualifications.

Change of Control...........  Following a change of control, we will be
                              required to make an offer to purchase all of the
                              notes at a purchase price of 101% of their
                              principal amount, plus accrued and unpaid
                              interest to the date of the repurchase. However,
                              our ability to repurchase your notes upon a
                              change in control may be limited by the terms of
                              our senior credit facility.

                                      11

                Summary Historical Consolidated Financial Data

   The following table sets forth summary consolidated financial data and
should be read in conjunction with our consolidated financial statements and
related notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained elsewhere in this prospectus.
The results of the operations of Van Leer Industrial Packaging are included in
our consolidated financial statements from the date it was acquired by us on
March 2, 2001 and thereby are included in the consolidated financial statements
for five of the nine months ended July 31, 2001, for eight months of the fiscal
year ended October 31, 2001, for the entire period of the nine months ended
July 31, 2002, and for the entire period of the twelve months ended July 31,
2002, but are not otherwise included in the consolidated financial statements
for any other period.

                                                                           Pro forma                       As of and
                                                                          as adjusted   As of and for the   for the
                                            As of and for the years ended for the year  nine months ended  12 months
                                                   October 31,               ended          July 31,         ended
                                            ----------------------------  October 31,  ------------------  July 31,
                                             1999      2000      2001       2001(1)      2001      2002      2002
                                             ------   ------   --------   ------------ --------  --------  ---------
                                                                 (U.S. Dollars in millions)
                                                                                      
Statement of Operations Data:
Net sales.................................. $853.4    $964.0   $1,456.0     $1,746.3   $1,011.2  $1,197.3  $1,642.1
Gain on sale of timberland.................    4.6       9.2       79.7         79.7       78.7       9.7      10.7
Other income, net (2)......................   10.4       4.9        6.3          4.6        4.3       4.7       6.7
                                             ------   ------   --------     --------   --------  --------  --------
                                             868.4     978.1    1,542.0      1,830.6    1,094.2   1,211.7   1,659.5
                                             ------   ------   --------     --------   --------  --------  --------
Cost of products sold......................  675.1     737.5    1,152.6      1,399.7      802.7     957.5   1,307.4
Selling, general and administrative
 expenses..................................  113.0     128.3      204.7        255.4      141.7     187.8     250.8
Restructuring charge (3)...................     --        --       11.5         11.5       11.5        --        --
Debt extinguishment charge.................     --        --         --           --         --       4.4       4.4
Interest expense, net......................   13.0      11.8       45.2         61.7       29.3      40.9      56.8
                                             ------   ------   --------     --------   --------  --------  --------
                                             801.1     877.6    1,414.0      1,728.3      985.2   1,190.6   1,619.4
                                             ------   ------   --------     --------   --------  --------  --------
Income before income taxes, minority
 interest in income of consolidated
 subsidiaries and equity in earnings of
 affiliates................................   67.3     100.5      128.0        102.3      109.0      21.1      40.1
Income taxes...............................   26.7      38.0       48.5         38.8       41.3       7.6      14.8
                                             ------   ------   --------     --------   --------  --------  --------
Income before minority interest in income
 of consolidated subsidiaries and equity
 in earnings of affiliates.................   40.6      62.5       79.5         63.5       67.7      13.5      25.3
Minority interest in income of consolidated
 subsidiaries..............................     --        --       (0.6)        (0.6)      (0.4)     (0.6)     (0.8)
Equity in earnings of affiliates...........   10.8      13.3        9.9          9.9        7.1       5.8       8.6
                                             ------   ------   --------     --------   --------  --------  --------
Net income................................. $ 51.4    $ 75.8   $   88.8     $   72.8   $   74.4  $   18.7  $   33.1
                                             ======   ======   ========     ========   ========  ========  ========
Selected Financial Data:
EBITDA (4)(5).............................. $122.7    $157.5   $  254.9     $  261.0   $  195.2  $  142.2  $  201.9
Adjusted EBITDA (6)........................ $118.1    $148.3   $  192.6     $  198.7   $  130.0  $  139.7  $  202.3
Capital expenditures....................... $ 49.3    $ 78.8   $   42.7     $   55.0   $   35.8  $   29.9  $   36.8
Ratio of Adjusted EBITDA to interest
 expense, net..............................    9.1x     12.6x       4.3x         3.2x        --        --       3.6x
Ratio of net debt to Adjusted EBITDA.......    2.1x      1.5x       3.6x         3.4x        --        --       3.2x
Ratio of earnings to fixed charges.........    6.0x      8.0x       3.7x         2.6x       4.6x      1.6x      1.7x

Balance Sheet Data (at end of period):
Cash and cash equivalents.................. $  8.9    $ 13.4   $   29.7     $   29.7   $   56.3  $   21.2  $   21.2
Working capital............................  145.3     148.2      210.7        210.7      233.6     193.8     193.8
Total assets...............................  911.0     939.3    1,771.2      1,771.2    1,777.4   1,726.2   1,726.2
Total debt.................................  258.0     235.0      714.0        714.0      738.5     672.9     672.9
Total stockholders' equity.................  488.0     542.5      586.3        586.3      599.9     582.2     582.2

                                      12

- --------
(1) Assumes that the Van Leer Industrial Packaging acquisition had occurred on
    November 1, 2000. The pro forma information, as presented above, is not
    necessarily indicative of the results which would have been obtained had
    the transaction occurred on November 1, 2000, nor are they necessarily
    indicative of our future results. See "Unaudited Pro Forma Condensed
    Combined Financial Data" contained elsewhere in this prospectus.
(2) Other income, net, primarily includes gain (loss) on sale of facilities,
    foreign exchange gain (loss) and rental income.
(3) In the second quarter of 2001, we recorded a restructuring charge related
    to the consolidation of certain duplicate facilities caused by the Van Leer
    Industrial Packaging acquisition and to improve operating efficiencies and
    capabilities. In addition, certain redundant administrative functions were
    eliminated.
(4) EBITDA is defined as earnings before interest, income taxes, depreciation,
    depletion, amortization, minority interest in income of consolidated
    subsidiaries, equity in earnings of affiliates and debt extinguishment
    charge. EBITDA is included in this table because it is a basis on which we
    assess our financial performance and debt service capabilities. However,
    EBITDA should not be considered in isolation or viewed as a substitute for
    cash flow from operations, net income or other measures of performance as
    defined by accounting principles generally accepted in the United States or
    as a measure of our company's profitability or liquidity. While EBITDA is
    frequently used by securities analysts, lenders and others in their
    evaluation of companies, EBITDA as used herein is not necessarily
    comparable to other similarly titled captions of other companies due to
    potential inconsistencies in the method of calculation. For information
    regarding EBITDA by business segment, see "Management's Discussion and
    Analysis of Financial Condition and Results of Operations--Results of
    Operations."
(5) Excluding the operations of Soterra, which is an unrestricted subsidiary
    under the indenture governing the notes, EBITDA would have been $157.7
    million for the twelve months ended July 31, 2002. See "Risk Factors--The
    subsidiary that conducts our timber operations in the United States is an
    unrestricted subsidiary."
(6) Adjusted EBITDA excludes gain on sale of timberland, restructuring charges,
    and additional non-recurring costs related to the relocation of machinery,
    employees and other reorganization costs associated with the integration of
    the Van Leer Industrial Packaging acquisition, as follows:

                                                          Pro forma                     As of and
                                                         as adjusted  As of and for the  for the
                           As of and for the years ended for the year nine months ended 12 months
                                 October 31,                ended        July 31,         ended
                           ----------------------------  October 31,  ----------------  July 31,
                            1999      2000      2001         2001      2001     2002      2002
                            ------    ------    ------   ------------ ------   ------   ---------
                                             (U.S. Dollars in millions)
                                                                   
EBITDA.................... $122.7    $157.5    $254.9       $261.0    $195.2   $142.2    $201.9
Gain on sale of timberland   (4.6)     (9.2)    (79.7)       (79.7)    (78.7)    (9.7)    (10.7)
Restructuring charge......     --        --      11.5         11.5      11.5       --        --
Other non-recurring costs.     --        --       5.9          5.9       2.0      7.2      11.1
                            ------    ------    ------      ------    ------   ------    ------
Adjusted EBITDA........... $118.1    $148.3    $192.6       $198.7    $130.0   $139.7    $202.3
                            ======    ======    ======      ======    ======   ======    ======

   Excluding the operations of Soterra, which is an unrestricted subsidiary
under the indenture governing the notes, Adjusted EBITDA would have been $168.2
million for the twelve months ended July 31, 2002.

                                      13

                                 RISK FACTORS

   Prospective participants in the exchange offer should carefully consider all
of the information contained in this prospectus, including the risks and
uncertainties described below. The risk factors set forth below (with the
exception of the first risk factor) are generally applicable to the original
notes as well as the exchange notes.

Risk Factors Associated with the Exchange Offer

If you fail to follow the exchange offer procedures, your notes will not be
accepted for exchange.

   We will not accept your notes for exchange if you do not follow the exchange
offer procedures. We will issue exchange notes as part of this exchange offer
only after timely receipt of your original notes, properly completed and duly
executed letter of transmittal and all other required documents. Therefore, if
you want to tender your original notes, please allow sufficient time to ensure
timely delivery. If we do not receive your original notes, letter of
transmittal, and all other required documents by the expiration date of the
exchange offer, or you do not otherwise comply with the guaranteed delivery
procedures for tendering your notes, we will not accept your outstanding notes
for exchange. We are under no duty to give notification of defects or
irregularities with respect to the tenders of outstanding notes for exchange.
If there are defects or irregularities with respect to your tender of
outstanding notes, we will not accept your outstanding notes for exchange
unless we decide in our sole discretion to waive such defects or irregularities.

If you fail to exchange your original notes for exchange notes, they will
continue to be subject to the existing transfer restrictions and you may not be
able to sell them.

   We did not register the original notes, nor do we intend to do so following
the exchange offer. Original notes that are not tendered will therefore
continue to be subject to the existing transfer restrictions and may be
transferred only in limited circumstances under the securities laws. As a
result, if you hold original notes after the exchange offer, you may not be
able to sell them. To the extent any original notes are tendered and accepted
in the exchange offer, the trading market, if any, for the original notes that
remain outstanding after the exchange offer may be adversely affected due to a
reduction in market liquidity.

Because there is no public market for the exchange notes, you may not be able
to resell them.

   The exchange notes will be registered under the Securities Act but will
constitute a new issue of securities with no established trading market, and
there can be no assurance as to the liquidity of any trading market that may
develop; the ability of holders to sell their exchange notes; or the price at
which the holders will be able to sell their exchange notes.

   We understand that certain of the initial purchasers presently intend to
make a market in the exchange notes. However, they are not obligated to do so,
and any market-making activity with respect to the exchange notes may be
discontinued at any time without notice. In addition, any market-making
activity will be subject to the limits imposed by the Securities Act and the
Securities Exchange Act of 1934 and may be limited during the exchange offer or
the pendency of an applicable shelf registration statement. There can be no
assurance that an active market will exist for the exchange notes or that any
trading market that does develop will be liquid.

Risk Factors Related to Investment in the Exchange Notes

Our substantial debt could adversely affect our financial condition and prevent
us from fulfilling our obligations under the exchange notes. This debt could
also adversely affect our operating flexibility and put us at a competitive
disadvantage.

   We have a substantial amount of debt. As of July 31, 2002, on a pro forma
basis, after giving effect to the amended and restated senior credit facility,
we would have had approximately $676.9 million of indebtedness.

                                      14

   Our substantial level of debt could have important consequences to you.
These consequences may include:

  .  making it more difficult for us to satisfy our obligations with respect to
     the notes and our other debt;

  .  making it more difficult for us to obtain additional financing for working
     capital, capital expenditures, strategic acquisitions or other general
     corporate purposes;

  .  requiring a substantial portion of our cash flow to be dedicated to debt
     service payments instead of other purposes;

  .  increasing our vulnerability to general adverse economic and industry
     conditions;

  .  limiting our financial flexibility in planning for and reacting to changes
     in the industries in which we compete;

  .  placing us at a disadvantage compared to less leveraged competitors;

  .  exposing us to interest rate fluctuations because the interest on the debt
     under our amended and restated senior credit facility will be at variable
     rates; and

  .  having a material adverse affect on us if we fail to comply with the
     covenants in the indenture governing the notes or in the instruments
     governing our other debt.

We may not be able to generate a sufficient amount of cash flow to meet our
debt service obligations, including the notes.

   Our ability to make scheduled payments or to refinance our obligations with
respect to the notes and our other debt will depend on our financial and
operating performance, which, in turn, is subject to prevailing economic
conditions and to certain financial, business and other factors beyond our
control. If our cash flow and capital resources are insufficient to fund our
debt service obligations, we could face substantial liquidity problems and may
be forced to reduce or delay scheduled expansions and capital expenditures,
sell material assets or operations, obtain additional capital or restructure
our debt. We cannot assure you that our operating performance, cash flow and
capital resources will be sufficient for payment of our debt in the future. In
the event that we are required to dispose of material assets or operations or
restructure our debt to meet our debt service and other obligations, we cannot
assure you as to the terms of any such transaction or how quickly any such
transaction could be completed.

   If we cannot make scheduled payments on our debt, we will be in default and,
as a result:

  .  our debt holders could declare all outstanding principal and interest to
     be due and payable;

  .  our senior secured debt lenders could terminate their commitments and
     commence foreclosure proceedings against our assets; and

  .  we could be forced into bankruptcy or liquidation.

   If our operating performance declines in the future, we may need to obtain
waivers from the required lenders under our senior credit facility to avoid
being in default. If we breach our covenants under the senior credit facility
and seek a waiver, we may not be able to obtain a waiver from the required
lenders. If this occurs, we would be in default under the senior credit
facility and the lenders could exercise their rights, as described above, and
we could be forced into bankruptcy or liquidation. See "Description of Senior
Credit Facility" and "Description of Notes."

Our operations are substantially restricted by the terms of our debt, which
could adversely affect us and increase your credit risk.

   The indenture governing the notes and our senior credit facility include a
number of significant restrictive covenants. These covenants restrict, among
other things, our ability to:

  .  incur additional indebtedness;

                                      15

  .  pay dividends or make other restricted payments;

  .  create or permit certain liens;

  .  sell assets;

  .  create or permit restrictions on the ability of our restricted
     subsidiaries to pay dividends or make other distributions to us;

  .  engage in transactions with affiliates;

  .  incur layered indebtedness; and

  .  consolidate or merge with or into other companies or sell all or
     substantially all of our assets.

   As a result, these covenants could limit our ability to plan for or react to
market conditions or to meet our capital needs.

   In addition, our senior credit facility requires us to maintain certain
financial ratios and meet other financial tests. Our failure to comply with
these covenants could result in an event of default which, if not cured or
waived, could result in lenders not being required to advance any more funds to
us, as well as our being required to repay the borrowings under our senior
credit facility before their due date. If we were unable to make this repayment
or otherwise refinance these borrowings, the lenders under our senior credit
facility could foreclose on our assets. If we were able to refinance these
borrowings on less favorable terms, our results of operations and financial
condition could be adversely affected by increased costs and rates.

Despite our debt levels, we may incur additional debt.

   Despite the restrictions and limitations described above, we may be able to
incur significant additional indebtedness. Our amended and restated senior
credit facility and the indenture governing the notes permit additional
borrowings under certain circumstances. See "Description of Senior Credit
Facility" and "Description of Notes." As of July 31, 2002, on a pro forma
basis, after giving effect to the amended and restated senior credit facility,
we would have had approximately $129.5 million of additional borrowings
available to us under the senior credit facility, subject to compliance with
our financial and other covenants under the terms of our loan agreements.

The notes and guarantees will rank behind all of our and our guarantors'
existing and future senior indebtedness. There may not be sufficient assets to
make full payment on the notes after all senior indebtedness is paid.

   The notes and the guarantees will be subordinated to the prior payment in
full of our and the guarantors' existing and future senior indebtedness and
equal in right of payment of all other existing and future senior subordinated
indebtedness. As of July 31, 2002, on a pro forma basis, after giving effect to
the amended and restated senior credit facility, we would have had $403.5
million of senior indebtedness and the guarantors would have had the same
amount of senior indebtedness. All of the senior indebtedness of the guarantors
will consist of their respective guarantees of senior indebtedness under the
senior credit facility. Our and the guarantors' obligations under the notes are
unsecured, while our and the guarantors' obligations under the senior credit
facility are secured. Because of the subordination provisions of the notes, in
the event of bankruptcy, liquidation or dissolution of our company or any
guarantor, our assets or the assets of the guarantors would be available to pay
obligations under the notes only after all payments have been made on our or
the guarantor's senior indebtedness. We cannot assure you that sufficient
assets will remain after all such payments have been made to make any payments
on the notes. In addition, certain events of default under our senior
indebtedness would prohibit us from making any payments on the notes, including
payments of interest when due. The term "senior debt" is defined in the
"Description of Notes--Certain Definitions" section of this prospectus.

                                      16

The subsidiary that conducts our timber operations in the United States is an
unrestricted subsidiary.

   Soterra, the subsidiary that owns and manages our timber operations in the
United States, is an unrestricted subsidiary under the indenture governing the
notes. For the twelve months ended July 31, 2002, Soterra generated net sales
of $39.3 million and EBITDA of $44.2 million (EBITDA, but not net sales,
included a $10.1 million gain on timberland sales which occurred during that
period).

   As an unrestricted subsidiary, Soterra will not be subject to the
restrictive covenants in the indenture governing the notes and at any time will
have the ability to, among other things, dispose of its assets or incur
additional indebtedness, including secured and layered indebtedness. In the
event that Soterra takes any of these actions, the holders of Soterra's
indebtedness or liens will be entitled to payment on their claims from the
assets of Soterra before any of those assets are made available to us, and we
cannot assure you that any assets of Soterra will be available to us. We will
also have the ability to dispose of our ownership interest in Soterra,
including by way of dividends or distributions to our stockholders whereupon
Soterra's guarantee of the notes would be released, and we cannot assure you
that there will be any proceeds from a disposition of our ownership interest in
Soterra.

Not all of our subsidiaries will guarantee the notes, and assets of our
non-guarantor subsidiaries may not be available to make payments on the notes.

   None of our foreign subsidiaries will guarantee the notes. These entities
generate a significant portion of our consolidated revenues and cashflow. In
the event that any non-guarantor subsidiary becomes insolvent, liquidates,
reorganizes, dissolves or otherwise winds up, holders of its indebtedness and
its trade creditors will generally be entitled to payment on their claims from
the assets of that subsidiary before any of those assets are made available to
us. Consequently, your claims in respect of the notes will be effectively
subordinated to all of the liabilities of our non-guarantor subsidiaries. If we
enter into an asset securitization transaction in the future, the
securitization subsidiary used in the transaction will not be a guarantor of
the notes.

   For information concerning the assets and results of operations of guarantor
and non-guarantor subsidiaries, see Note 16 of the Notes to the Consolidated
Financial Statements for the Years Ended October 31, 2001, 2000 and 1999 and
Note 14 of the Notes to the Consolidated Interim Financial Statements for the
Nine Months Ended July 31, 2002 and 2001 included elsewhere in the prospectus.

Our ability to meet our obligations under our indebtedness depends on the
earnings and cash flows of our subsidiaries and the ability of our subsidiaries
to pay dividends or advance or repay funds to us.

   We conduct a significant portion of our operations through our subsidiaries.
Consequently, our ability to service our debt and pay dividends is dependent,
in part, upon the earnings from the businesses conducted by our subsidiaries.
Our subsidiaries are separate and distinct legal entities and have no
obligation to pay any amounts to us, whether by dividends, loans, advances or
other payments. Additionally, some of our subsidiaries are not wholly-owned by
us, and thus, may not be subject to our control. The ability of our
subsidiaries to pay dividends and make other payments to us depends on their
earnings, capital requirements and general financial conditions and is
restricted by, among other things, applicable corporate and other laws and
regulations as well as, in the future, agreements to which our subsidiaries may
be a party.

A court may void the guarantees of the notes or subordinate the guarantees to
other obligations of our subsidiary guarantors.

   Although standards may vary depending upon the applicable law, generally
under U.S. federal bankruptcy law and comparable provisions of state fraudulent
transfer laws, a court could void all or a portion of the guarantees of the
notes or subordinate the guarantees to other obligations of our subsidiary
guarantors. If the claims of the holders of the notes against any guarantor
were held to be subordinated in favor of other creditors

                                      17

of that guarantor, the other creditors would be entitled to be paid in full
before any payment could be made on the notes. If one or more of the guarantees
is voided or subordinated, we cannot assure you that after providing for all
prior claims, there would be sufficient assets remaining to satisfy the claims
of the holders of the notes.

We may not have sufficient funds or be permitted by our senior credit facility
to purchase notes upon a change of control.

   Upon a change of control, we will be required to make an offer to purchase
all outstanding notes. However, we cannot assure you that we will have or will
be able to borrow sufficient funds at the time of any change of control to make
any required repurchases of notes, or that restrictions in our senior credit
facility or other senior secured indebtedness we may incur in the future would
permit us to make the required repurchases. For the foreseeable future, the
covenants in our amended and restated senior credit facility will not permit us
to make the required repurchases.

Risk Factors Related to Our Business

   Our business is sensitive to general economic conditions. The cyclicality of
our customers' industries could negatively impact our sales volume and revenues
and our ability to respond to competition or take advantage of business
opportunities.

   Our revenues are derived from many customers in industries and businesses
that are cyclical in nature and subject to changes in general economic
conditions, which can cause our operating results to reflect this general
cyclical pattern. In addition, because we conduct our operations in a variety
of markets, we are subject to economic conditions in each of these markets.
Accordingly, general economic downturns or localized downturns in markets where
we have operations could have a material adverse effect on us and our business,
results of operations and financial condition.

   The majority of our products are commodities. Some of the industries in
which we compete have had substantial overcapacity for several years. In
addition, the industries in which we compete are capital intensive, which leads
to high fixed costs and generally results in continued production as long as
prices are sufficient to cover marginal costs. Historically, these conditions
have contributed to substantial price competition and volatility in our
industries. In the event of a recession, demand and prices are likely to drop
substantially. Increased production by our competitors will also depress prices
for our products.

   Our sales and profitability have historically been more sensitive to price
changes than changes in volume. Future decreases in prices for our products
would adversely affect our operating results. These factors, coupled with our
highly leveraged financial position, may adversely impact our ability to
respond to competition and to other market conditions or to otherwise take
advantage of business opportunities.

Our industries are highly competitive and price fluctuations could diminish our
sales volume and revenues.

   The industrial shipping containers and containerboard and corrugated
products industries are highly competitive. Our competitors include large,
vertically integrated industrial shipping containers and containerboard and
corrugated products companies and numerous smaller companies. Because the
majority of our products are commodities, the industries in which we compete
are particularly sensitive to price fluctuations, as well as other factors
including innovation, design, quality and service, with varying emphasis on
these factors depending on the product line. To the extent that one or more of
our competitors become more successful with respect to any key competitive
factor, we could lose customers and our sales could decline. In addition, due
to the tendency of certain customers to diversify their suppliers, we could be
unable to increase or maintain sales volumes with particular customers.

                                      18

   Many of our competitors are less leveraged and have financial and other
resources greater than ours and are able to better withstand adverse business
cycles. If our facilities and processes are not as cost effective as those of
our competitors, we may need to temporarily or permanently close such
facilities and suffer a consequent reduction in our revenues.

The continuing consolidation of our customer base for our containerboard and
corrugated products may intensify pricing pressures and have a material adverse
effect on operations.

   Over the last few years, many of our large customers for our containerboard
and corrugated products have acquired companies with similar or complementary
product lines. This consolidation has increased the concentration of this
segment of our business with our largest customers. In many cases, this
consolidation has been accompanied by pressure from customers for lower prices,
reflecting the increase in the total volume of product purchased or the
elimination of a price differential between the acquiring customer and the
company acquired. Increased pricing pressures from our customers may have a
material adverse effect on our profitability and results of operations.

Our foreign operations are subject to currency exchange, political, investment
and other risks that could hinder us from making our debt service payments,
increase our operating costs and adversely affect our results of operations.

   We have operations in 41 countries. For the twelve months ended July 31,
2002, consolidated net sales from operations outside North America were
approximately $635.7 million, which represented approximately 39% of our
consolidated net sales. As a result of our foreign operations, we are subject
to certain risks which could disrupt our operations or force us to incur
unanticipated costs and have an adverse effect on our ability to make payments
on our debt obligations, including our ability to make payments on the notes.
Our operating performance is affected by devaluations and fluctuations in
currency exchange rates by:

  .  translations into U.S. dollars for financial reporting purposes of the
     assets and liabilities of our foreign operations conducted in local
     currencies; and

  .  gains or losses from foreign operations conducted in currencies other than
     their functional currency.

   We are subject to various other risks associated with operating in foreign
countries, such as the following:

  .  political, social and economic instability;

  .  war, civil disturbance or acts of terrorism;

  .  taking of property by nationalization or expropriation without fair
     compensation;

  .  changes in government policies and regulations;

  .  imposition of limitations on conversions of foreign currencies into
     dollars or remittance of dividends and other payments by foreign
     subsidiaries;

  .  imposition or increase of withholding and other taxes on remittances and
     other payments by foreign subsidiaries;

  .  hyperinflation in certain foreign countries; and

  .  impositions or increase of investment and other restrictions or
     requirements by foreign governments.

Price fluctuations in raw materials and energy costs could adversely affect our
ability to obtain the materials needed to manufacture our products and could
adversely affect our manufacturing costs.

   The principal raw materials used in the manufacture of our products are
steel, resins, pulpwood, waste paper for recycling, and paper, which we
purchase in highly competitive, price sensitive markets. These raw materials
have historically exhibited price and demand cyclicality. Some of these
materials have been, and in the future may be, in short supply. While we have
not recently experienced any significant difficulty in obtaining our principal
raw materials, we cannot assure you that this will continue to be the case in
the future for any or all of our mills. We do not have long-term supply
contracts or hedging arrangements in place for obtaining our principal raw
materials.

                                      19

   The cost of producing our products is sensitive to the price of energy.
Energy prices, in particular oil and natural gas, have increased significantly
over the past year, with a corresponding effect on our production costs. We
cannot assure you that energy prices will not remain at current rates or rise
to even higher levels, or that our production costs, competitive position and
results of operations will not be adversely affected thereby.

We are subject to environmental regulations and liabilities that could weaken
our operating results.

   Complying with existing and future environmental laws and regulations,
particularly those relating to air and water quality, is a significant factor
in our business and could impose material costs and liabilities on us. Our
operations are subject to extensive federal, state, local and foreign laws,
regulations, rules and ordinances relating to pollution, the protection of the
environment, the generation, storage, handling, transportation, treatment,
disposal and remediation of hazardous substances and waste materials and
numerous other environmental laws and regulations. In the ordinary course of
business, we are subject to periodic environmental inspections and monitoring
by governmental enforcement authorities. In addition, our production facilities
require environmental permits that are subject to revocation, modification and
renewal.

   We have incurred, and in the future may face, environmental liability for
the costs of remediating soil or groundwater that is or was contaminated by us
or a third party at various sites which are now or were previously owned or
operated by us. There also may be similar liability at sites with respect to
which either we have received, or in the future may receive, notice that we may
be a potentially responsible party and which are the subject to cleanup
activity under the Comprehensive Environmental Response, Compensation and
Liability Act, analogous state laws and other laws concerning hazardous
substance contamination. We have incurred in the past, and may incur in the
future, civil and criminal fines and sanctions relating to environmental
matters, including violations of environmental permits.

   In the past we have made, and in the future may need to make, significant
expenditures to comply with environmental laws and regulations. We have
reserves based on current information to address environmental liabilities.
However, we could incur additional significant expenditures due to changes in
law or discovery of new information, and those expenditures could have a
material adverse effect on our financial condition. The ultimate costs under
environmental laws and the timing of such costs are difficult to predict and
potentially significant expenditures could be required in order to comply with
environmental laws that may be adopted or imposed in the future.

Our business may be adversely impacted by work stoppages and other labor
relations matters.

   We are subject to risk of work stoppages and other labor relations matters
because approximately 58% of our domestic employees are represented by
collective bargaining units. We have experienced work stoppages and strikes in
the past, and there may be work stoppages and strikes in the future. Any
prolonged work stoppage or strike at any one of our principal manufacturing
facilities could have a negative impact on our business, financial condition or
results of operations.

Various Dempsey family members and trusts own a significant interest in us and
may exercise their control in a manner detrimental to your interests.

   Various members of the Dempsey family and their trusts currently control
approximately 66% of the voting power of our company. Therefore, the Dempsey
family has the power to direct our affairs and is able to determine the outcome
of substantially all matters required to be submitted to stockholders for
approval, including the election of all our directors. In addition, Naomi C.
Dempsey and Michael H. Dempsey, members of the Dempsey family, are directors of
our company. We cannot assure you that members of the Dempsey family will not
exercise their control over us in a manner detrimental to your interests.

                                      20

We may incur material product liability costs.

   We are subject to the risk of exposure to product liability claims in the
event that the failure of any of our products results in personal injury or
death, and we cannot assure you that we will not experience material product
liability losses in the future. We maintain insurance against product liability
claims, but we cannot assure you that such coverage will be adequate for
liabilities ultimately incurred or that, due to escalating costs, it will
continue to be available on terms acceptable to us. A successful claim brought
against us that exceeds available insurance coverage could have a negative
impact on our business, financial condition or results of operations.

We may encounter difficulties arising from acquisitions or consolidation
efforts.

   During the past several years, we have invested, and in the future we may
invest, a substantial amount of capital in acquisitions. Acquisitions involve
numerous risks, including:

  .  difficulty in assimilating the operations and personnel of the acquired
     company with our existing operations and realizing anticipated synergies;

  .  the loss of key employees of the acquired company;

  .  difficulty in maintaining uniform standards, controls, procedures and
     policies; and

  .  unrecorded liabilities of acquired companies that we failed to discover
     during our due diligence investigations.

   We cannot assure you that we will realize the expected benefits from future
acquisitions or that our existing operations will not be harmed as a result of
any such acquisitions. In addition, the cost of unsuccessful acquisition
efforts could adversely affect our financial performance.

   We have undertaken consolidation efforts in the past in connection with our
acquisitions, and in connection with future acquisitions, we may need to
undertake consolidation plans to eliminate duplicate facilities and to
otherwise improve operating efficiencies. These future consolidation efforts
may divert the attention of management, disrupt our ordinary operations or
those of our subsidiaries or otherwise adversely affect our financial
performance.

We may be subject to losses that might not be covered in whole or in part by
existing insurance coverage. These uninsured losses could aversely affect our
business, financial condition and results of operations.

   We carry comprehensive liability, fire and extended coverage insurance on
most of our facilities, with policy specifications and insured limits
customarily carried for similar properties. However, there are certain types of
losses, such as losses resulting from wars, acts of terrorism, or natural
disasters, that generally are not insured because they are either uninsurable
or not economically insurable. Should an uninsured loss or a loss in excess of
insured limits occur, we could lose capital invested in that property, as well
as the anticipated future revenues derived from the manufacturing activities
conducted at that property, while remaining obligated for any mortgage
indebtedness or other financial obligations related to the property. Any such
loss would adversely impact our business, financial condition and results of
operations.

We are dependent on key personnel.

   Our continued success will depend largely on the efforts and abilities of
our executive officers and certain other key employees, some of whom have
employment agreements with us. If, for any reason, these officers or key
employees do not remain with us, our operations could be adversely affected
until suitable replacements with appropriate experience can be found.

The frequency and volume of our timber and timberland sales will impact our
financial performance.

   We have a significant inventory of standing timber and timberlands. The
decisions we make concerning the frequency and volume of sales of timber and
timberlands will impact our financial performance.

                                      21

                                USE OF PROCEEDS

   The exchange offer is intended to satisfy our obligations under the
Registration Rights Agreement that we entered into in connection with the
private offering of the original notes. We will not receive any cash proceeds
from the issuance of the exchange notes. The original notes that are
surrendered in exchange for the exchange notes will be retired and cancelled
and cannot be reissued. As a result, the issuance of the exchange notes will
not result in any increase or decrease in our indebtedness.

   Our net proceeds from the private offering of the original notes, after
deducting initial purchaser discounts and our expenses, were approximately
$242.0 million. We used the proceeds from the private offering of the original
notes to repay borrowings under our senior credit facility. As of July 31,
2002, our senior credit facility consisted of a $31.5 million outstanding U.S.
Dollar Term Loan A, a $47.7 million outstanding Euro Term Loan A, a $293.3
million outstanding U.S. Dollar Term Loan B, and a $150 million revolving
multicurrency credit facility, with $27.0 million outstanding, all of which
accrued interest at either a LIBOR rate or an alternative base rate plus a
calculated margin amount and reset on a periodic basis. On August 23, 2002, we
amended and restated our senior credit facility. As amended, the senior credit
facility consists of a $250.0 million revolving multicurrency credit facility
maturing in February 2006, and a $300.0 million term loan maturing in August
2009.

                                      22

                                CAPITALIZATION

   The following table sets forth our unaudited historical capitalization as of
July 31, 2002, which includes the effect of the offering of the original notes,
and our unaudited pro forma capitalization as of such date after giving effect
to the amended and restated senior credit facility. You should read this table
in conjunction with the consolidated financial statements and the notes thereto
and other financial data included elsewhere in this prospectus. See "Selected
Historical Consolidated Financial Data."

                                                    As of July 31, 2002
                                                    -------------------
                                                                 As
                                                     Actual   Adjusted
                                                    --------  --------
                                                      (in millions)
                                                        
           Cash.................................... $   21.2  $   21.2
                                                    ========  ========
           Senior credit facility (1):
              Revolving credit facility............ $   27.0  $  103.5
              Term loan facilities.................    372.5     300.0
                                                    --------  --------
                  Total senior credit facility.....    399.5     403.5
           Senior subordinated notes...............    248.0     248.0
           Other debt..............................     25.4      25.4
                                                    --------  --------
           Total debt..............................    672.9     676.9
                                                    --------  --------
           Total stockholders' equity..............    582.2     582.2
                                                    --------  --------
           Total capitalization.................... $1,255.1  $1,259.1
                                                    ========  ========

- --------
(1) On August 23, 2002, we amended and restated our senior credit facility. As
    amended, the senior credit facility consists of a $250.0 million revolving
    multicurrency credit facility maturing in February 2006, and a $300.0
    million term loan maturing in August 2009.

                                      23

                SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

   In the following table, we have provided the selected historical
consolidated financial data for each of the five years in the period ended
October 31, 2001, which are derived from our audited consolidated financial
statements. The following table also sets forth the selected consolidated
financial data for the nine-month periods ended July 31, 2002 and 2001, which
are derived from our unaudited consolidated financial statements. The unaudited
financial statements include all adjustments, consisting of normal recurring
accruals which we consider necessary for a fair presentation of the financial
position and the results of operations for these periods. The operating results
for the nine months ended July 31, 2002 are not necessarily indicative of the
results that may be expected for the entire year ending October 31, 2002. You
should read the consolidated financial data below in conjunction with the
consolidated financial statements and related notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
contained elsewhere in this prospectus. The results of the operations of Van
Leer Industrial Packaging are included in our consolidated financial statements
from March 2, 2001, the date of acquisition, and thereby are included for five
months of the nine months ended July 31, 2001, for eight months of the fiscal
year ended October 31, 2001 and for the entire period of the nine months ended
July 31, 2002, but are not otherwise included in the consolidated financial
statements for any other period. See also "Unaudited Pro Forma Condensed
Combined Financial Data" contained elsewhere in this prospectus for the pro
forma effects of the Van Leer Industrial Packaging acquisition as if that
transaction had occurred as of November 1, 2000.

                                      24

                                                                                    As of and for the
                                                                                    nine months ended
                                         As of and for the years ended October 31,      July 31,
                                         ----------------------------------------  ------------------
                                          1997    1998    1999    2000     2001      2001      2002
                                         ------  ------  ------  ------  --------  --------  --------
                                                          (U.S. Dollars in millions)
                                                                        
Statement of Operations Data:
Net sales............................... $688.0  $845.8  $853.4  $964.0  $1,456.0  $1,011.2  $1,197.3
Gain on sale of timberland..............    0.8     8.1     4.6     9.2      79.7      78.7       9.7
Other income, net (1)...................   10.6     3.2    10.4     4.9       6.3       4.3       4.7
                                         ------  ------  ------  ------  --------  --------  --------
                                          699.4   857.1   868.4   978.1   1,542.0   1,094.2   1,211.7
                                         ------  ------  ------  ------  --------  --------  --------
Cost of products sold...................  589.4   676.2   675.1   737.5   1,152.6     802.7     957.5
Selling, general and administrative
  expenses..............................   74.9    90.3   113.0   128.3     204.7     141.7     187.8
Restructuring charge (2)................    5.3    27.5      --      --      11.5      11.5        --
Debt extinguishment charge..............     --      --      --      --        --        --       4.4
Interest expense, net...................    0.3     7.5    13.0    11.8      45.2      29.3      40.9
                                         ------  ------  ------  ------  --------  --------  --------
                                          669.9   801.5   801.1   877.6   1,414.0     985.2   1,190.6
                                         ------  ------  ------  ------  --------  --------  --------
Income before income taxes, minority
  interest in income of consolidated
  subsidiaries and equity in earnings of
  affiliates............................   29.5    55.6    67.3   100.5     128.0     109.0      21.1
Income taxes............................   11.4    22.5    26.7    38.0      48.5      41.3       7.6
                                         ------  ------  ------  ------  --------  --------  --------
Income before minority interest in
  income of consolidated subsidiaries
  and equity in earnings of affiliates..   18.1    33.1    40.6    62.5      79.5      67.7      13.5
Minority interest in income of
  consolidated subsidiaries.............     --      --      --      --      (0.6)     (0.4)     (0.6)
Equity in earnings of affiliates........    4.4     4.3    10.8    13.3       9.9       7.1       5.8
                                         ------  ------  ------  ------  --------  --------  --------
Net income.............................. $ 22.5  $ 37.4  $ 51.4  $ 75.8  $   88.8  $   74.4  $   18.7
                                         ======  ======  ======  ======  ========  ========  ========
Selected Financial Data:
EBITDA (3).............................. $ 61.8  $102.8  $122.7  $157.5  $  254.9  $  195.2  $  142.2
Adjusted EBITDA (4)..................... $ 66.3  $122.2  $118.1  $148.3  $  192.6  $  130.0  $  139.7
Capital expenditures.................... $ 36.2  $ 38.1  $ 49.3  $ 78.8  $   42.7  $   35.8  $   29.9
Ratio of earnings to fixed charges......   19.9x    8.1x    6.0x    8.0x      3.7x      4.6x      1.6x

Balance Sheet Data (at end of period):
Cash and cash equivalents............... $ 17.7  $ 41.3  $  8.9  $ 13.4  $   29.7  $   56.3  $   21.2
Working capital.........................  112.5   160.3   145.3   148.2     210.7     233.6     193.8
Total assets............................  594.5   878.4   911.0   939.3   1,771.2   1,777.4   1,726.2
Total debt..............................   52.2   235.0   258.0   235.0     714.0     738.5     672.9
Total stockholders' equity..............  439.0   460.1   488.0   542.5     586.3     599.9     582.2

- --------
(1) Other income, net, primarily includes gain (loss) on sale of facilities,
    foreign exchange gain (loss) and rental income.
(2) In the second quarter of 2001, we recorded a restructuring charge related
    to the consolidation of certain duplicate facilities caused by the Van Leer
    Industrial Packaging acquisition and to improve operating efficiencies and
    capabilities. In addition, certain redundant administrative functions were
    eliminated. A similar restructuring plan was undertaken in relation to our
    acquisition of the industrial container division of Sonoco Products Company
    in 1998, and there was a restructuring charge related to the consolidation
    of certain administrative facilities in 1997.

                                      25

(3) EBITDA is defined as earnings before interest, income taxes, depreciation,
    depletion, amortization, minority interest in income of consolidated
    subsidiaries, equity in earnings of affiliates and debt extinguishment
    charge. EBITDA is included in this table because it is a basis on which we
    assess our financial performance and debt service capabilities. However,
    EBITDA should not be considered in isolation or viewed as a substitute for
    cash flow from operations, net income or other measures of performance as
    defined by accounting principles generally accepted in the United States or
    as a measure of our company's profitability or liquidity. While EBITDA is
    frequently used by securities analysts, lenders and others in their
    evaluation of companies, EBITDA as used herein is not necessarily
    comparable to other similarly titled captions of other companies due to
    potential inconsistencies in the method of calculation. For information
    regarding EBITDA by business segment, see "Management's Discussion and
    Analysis of Financial Condition and Results of Operations--Results of
    Operations."
(4) Adjusted EBITDA excludes gain on sale of timberland, restructuring charges,
    and additional non-recurring costs related to the relocation of machinery,
    employees and other reorganization costs associated with the integration of
    the Van Leer Industrial Packaging acquisition, as follows:

                                                                     As of and for the
                                                                     nine months ended
                           As of and for the years ended October 31,    July 31,
                           -------------------------------------     ----------------
                            1997      1998    1999    2000    2001    2001     2002
                           -----     ------  ------  ------  ------  ------   ------
                                         (U.S. Dollars in millions)
                                                         
EBITDA.................... $61.8     $102.8  $122.7  $157.5  $254.9  $195.2   $142.2
Gain on sale of timberland  (0.8)      (8.1)   (4.6)   (9.2)  (79.7)  (78.7)    (9.7)
Restructuring charge......   5.3       27.5      --      --    11.5    11.5       --
Other non-recurring costs.    --         --      --      --     5.9     2.0      7.2
                           -----     ------  ------  ------  ------  ------   ------
Adjusted EBITDA........... $66.3     $122.2  $118.1  $148.3  $192.6  $130.0   $139.7
                           =====     ======  ======  ======  ======  ======   ======

                                      26

                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The purpose of this section is to discuss and analyze our consolidated
financial condition, liquidity and capital resources and results of operations.
This analysis should be read in conjunction with the consolidated financial
statements and notes which appear elsewhere in this prospectus. This section
contains certain "forward-looking statements" within the meaning of federal
securities laws that involve risks and uncertainties, including statements
regarding our plans, objectives, goals, strategies and financial performance.
Our actual results could differ materially from the results anticipated in
these forward-looking statements as a result of factors set forth under
"Disclosure Regarding Forward-Looking Statements" and "Risk Factors" and
elsewhere in this prospectus. Our fiscal year begins on November 1 and ends on
October 31 of the following year. Any references in this prospectus to the
years 2002, 2001, 2000 or 1999, or to any quarter of those years relates to the
fiscal year ending in that year.

General

  Business Segments

   We operate in three business segments: Industrial Shipping Containers;
Containerboard & Corrugated Products; and Timber.

   We are a leading global provider of industrial shipping container products
such as steel, fibre and plastic drums, intermediate bulk containers ("IBCs"),
closure systems for industrial shipping containers, and polycarbonate water
bottles. We seek to provide complete packaging solutions to our customers by
offering a comprehensive range of products and services on a global basis. We
sell our products to customers in industries such as chemicals, paints and
pigments, food and beverage, petroleum, industrial coatings, agricultural,
pharmaceutical and mineral, among others.

   We sell our containerboard, corrugated sheets and other corrugated products
and multiwall bags to customers in North America in industries such as
packaging, automotive, food, and building products. Our corrugated container
products are used to ship such diverse products as home appliances, small
machinery, grocery products, building products, automotive components, books
and furniture, as well as numerous other applications. Our full line of
industrial and consumer multiwall bag products is used to ship a wide range of
industrial and consumer products, such as fertilizers, chemicals, concrete,
flour, sugar, feed, seed, pet foods, popcorn, charcoal, and salt, primarily for
the agricultural, chemical, building products and food industries.

   We also provide our customers with a variety of value-added packaging
services to complement our industrial shipping and corrugated container
products, such as total supply chain management services (including on-site
packaging, warehousing, outgoing logistics, inventory management, vendor
management, on-site labor management and contract filling), as well as research
and development, engineering and design and testing services.

   As of July 31, 2002, we owned approximately 272,500 acres of timberland in
the southeastern United States. Our timber management is focused on the active
harvesting and regeneration of our timber properties to achieve sustainable
long-term yields on our timberland. While timber sales are subject to
fluctuations, we seek to maintain a consistent cutting schedule, within the
limits of market and weather conditions. Soterra, our subsidiary that owns and
manages our timber operations in the United States, is an unrestricted
subsidiary under the indenture governing the notes. See "Risk Factors--The
subsidiary that conducts our timber operations in the United States is an
unrestricted subsidiary."

  Recent Acquisitions and Joint Ventures

   Van Leer Industrial Packaging.  In March 2001, we acquired Royal Packaging
Industries Van Leer N.V., a Dutch company, Huhtamaki Holdings do Brasil Ltda.,
a Brazilian company, Van Leer France Holding S.A.S., a

                                      27

French company, Van Leer Containers, Inc., a U.S. company, and American Flange
and Manufacturing Co., Inc., a U.S. company, which are collectively referred to
as "Van Leer Industrial Packaging." We acquired Van Leer Industrial Packaging
for $555.0 million less the amount of certain of its debt and other obligations
($206.4 million) that were assumed by us as of the closing date. Van Leer
Industrial Packaging was a worldwide provider of industrial packaging and
components, including steel, fibre and plastic drums, polycarbonate water
bottles, IBCs and closure systems for industrial shipping containers.

   In connection with the Van Leer Industrial Packaging acquisition, we
acquired a 25% interest in Socer-Embalagens, Lda. and a 40.06% interest in
Balmer Lawrie-Van Leer. Socer-Embalagens reconditions used drums at its
facility in Brazil and resells them to customers. Balmer Lawrie-Van Leer
manufactures closure systems for industrial shipping containers and plastic
drums at its two facilities in India.

   The results of the operations of Van Leer Industrial Packaging are included
in the consolidated financial statements for eight months of 2001 and for the
entire period of 2002, but are not included in the consolidated financial
statements for 1999 or 2000, or for the first four months of 2001. See also
"Unaudited Pro Forma Condensed Combined Financial Data" contained elsewhere in
this prospectus for the pro forma effects of the Van Leer Industrial Packaging
acquisition as if that transaction had occurred as of November 1, 2000.

   Great Lakes and Trend Pak.  In April 1999, we purchased Great Lakes
Corrugated Corp. ("Great Lakes") and Trend Pak, Inc. ("Trend Pak") for $20.8
million. Great Lakes manufactures corrugated containers in Toledo, Ohio. Trend
Pak adds foam and other packaging materials to corrugated containers
manufactured by Great Lakes.

   Intermediate Bulk Container Business.  In January 1999, we purchased the
assets constituting the IBC business of Sonoco Products Company for $38.0
million. This business included one location in Lavonia, Georgia.

   CorrChoice Joint Venture.  In November 1998, we entered into a joint venture
agreement to form CorrChoice, Inc. ("CorrChoice") with the then two
shareholders of RDJ Holdings Inc. ("RDJ"), which owned one-half of the
outstanding stock of Ohio Packaging Corporation ("OPC"), and the then minority
shareholder (the "Minority Shareholder") of a subsidiary of OPC. CorrChoice
manufactures corrugated sheets at seven locations in Georgia, Kentucky,
Michigan, North Carolina and Ohio. We sell containerboard to CorrChoice, which
it uses to produce corrugated sheets, and we purchase corrugated sheets from
CorrChoice, with all transactions effected at prevailing market prices. Under
the terms of the joint venture agreement, we contributed to CorrChoice all of
our stock of Michigan Packaging Company and OPC in exchange for 63.24% of the
outstanding stock of CorrChoice. In addition, under the terms of that joint
venture agreement, the two shareholders of RDJ contributed all of their stock
of RDJ and the Minority Shareholder contributed his stock in the subsidiary of
OPC in exchange for an aggregate 36.76% of the outstanding stock of CorrChoice.
In connection with the joint venture agreement, we entered into a voting
agreement under which we can elect one-half of CorrChoice's board of directors,
and therefore, we do not control CorrChoice. CorrChoice has been, and is
expected to continue to be, self-supporting. Under certain circumstances, we
may purchase, or be required to purchase, the other parties' interest in
CorrChoice, or we may be required to sell our interest to the other parties, at
a price determined in the manner described in the relevant agreement.

   The joint venture agreement and related agreements contain certain covenants
and restrictions on certain business activities. These restrictions have not
affected our business or operations in any material respect and have not
prevented us from pursuing any business opportunities that we desired to pursue.

Critical Accounting Policies

   The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements, in accordance
with these principles, require us to make estimates and assumptions that affect
the reported amount of assets and liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities at the date of our
financial statements.

                                      28

   A summary of our significant accounting policies is included in the Notes to
Consolidated Financial Statements included in this prospectus. We believe that
the consistent application of these policies enable us to provide readers of
the financial statements with useful and reliable information about our
operating results and financial condition. The following are the accounting
policies that we believe are most important to the portrayal of our financial
condition and results and require our most difficult, subjective or complex
judgments.

  .  Allowance for Accounts Receivable--We evaluate the collectibility of our
     accounts receivable based on a combination of factors. In circumstances
     where we are aware of a specific customer's inability to meet its
     financial obligations to us, we record a specific allowance for bad debts
     against amounts due to reduce the net recognized receivable to the amount
     we reasonably believe will be collected. For all other customers, we
     recognize allowances for bad debts based on the length of time receivables
     are past due with allowance percentages, based on our historical
     experiences, applied on a graduated scale relative to the age of the
     receivable amounts. If circumstances change (i.e., higher than expected
     bad debt experience or an unexpected material adverse change in a major
     customer's ability to meet its financial obligations to us), our estimates
     of the recoverability of amounts due to us could be reduced by a material
     amount.

  .  Inventory Reserves--Reserves for slow moving and obsolete inventories are
     provided based on historical experience and product demand. We
     continuously evaluate the adequacy of these reserves, and make adjustments
     to these reserves as required.

  .  Net Assets Held for Sale--Net assets held for sale represent land,
     buildings and land improvements less accumulated depreciation for
     locations that have been closed, primarily as a result of the
     consolidation plans in the Industrial Shipping Containers segment. We
     record net assets held for sale in accordance with Statement of Financial
     Accounting Standards ("SFAS") No. 121 at the lower of carrying value or
     fair value less cost to sale. Fair value is based on the estimated
     proceeds from the sale of the facility utilizing recent buy offers, market
     comparables and/or data obtained from our commercial real estate broker.
     Our estimate as to fair value is regularly reviewed and subject to changes
     in the commercial real estate markets and our continuing evaluation as to
     the facility's acceptable sale price.

  .  Properties, Plants and Equipment--Depreciation on properties, plants and
     equipment is provided on the straight-line method over the estimated
     useful lives of our assets. Depletion on timber properties is computed on
     the basis of cost and the estimated recoverable timber acquired. We
     believe that the lives and methods of determining depreciation and
     depletion are reasonable; however, using other lives and methods could
     provide materially different results.

  .  Derivative Financial Instruments--We enter into interest rate swap
     agreements for the purpose of hedging our exposure to fluctuations in
     interest rates. Our interest rate swap contracts are considered cash flow
     hedges. We entered into interest rate swap contracts to assist us in
     managing our exposure to variable rate debt. The differentials payable or
     receivable under these agreements are recorded as adjustments to interest
     expense and are included in interest receivable or payable. An asset or
     liability is recorded on our balance sheet for the fair value of the
     interest rate swap agreements. A corresponding charge or credit is
     reflected, net of tax, in other comprehensive income (loss).

     We enter into foreign currency forward contracts to hedge certain
     short-term intercompany loan transactions with our foreign businesses.
     Such contracts limit our exposure to both favorable and unfavorable
     currency fluctuations. These contracts are adjusted to reflect market
     value as of each balance sheet date, with the resulting changes in fair
     value being recognized in other income, net.

  .  Restructuring Liabilities--Restructuring liabilities are determined in
     accordance with appropriate accounting guidance, including Emerging Issues
     Task Force ("EITF") No. 94-3, EITF No. 95-3 and Staff Accounting Bulletin
     No. 100 depending upon the facts and circumstances surrounding the
     situation. Restructuring liabilities recorded in connection with existing
     and acquired businesses are further discussed in the Notes to Consolidated
     Financial Statements included in this prospectus.

                                      29

  .  Pension and Postretirement Benefits--Pension and postretirement benefit
     expenses are determined by our actuaries using assumptions about the
     discount rate, expected return on plan assets, rate of compensation
     increase and health care cost trend rates. Further discussion of our
     pension and postretirement benefit plans and related assumptions is
     included in the Notes to Consolidated Financial Statements included in
     this prospectus. The actual results would be different using other
     assumptions.

  .  Income Taxes--Our effective tax rate, taxes payable and the tax bases of
     our assets and liabilities reflect current tax rates in our domestic and
     foreign tax jurisdictions and our best estimate of the ultimate outcome of
     on-going and potential future tax audits. Valuation allowances are
     established where expected future taxable income does not support the
     realization of the deferred tax assets.

  .  Environmental Cleanup Costs--We expense environmental expenditures related
     to existing conditions caused by past or current operations and from which
     no current or future benefit is discernable. Our estimates of
     environmental remediation costs are based upon an evaluation of currently
     available facts with respect to each individual site, including the
     results of environmental studies and testing, and considering existing
     technology, presently enacted laws and regulations, and prior experience
     in remediation of contaminated sites. Expenditures that extend the life of
     the related property, or mitigate or prevent future environmental
     contamination are capitalized. We determine our liability on a
     site-by-site basis and record a liability at the time when it is probable
     and can be reasonably estimated. Our estimated liability is reduced to
     reflect insurance coverage that is in place for environmental
     contingencies assumed in our acquisition of Van Leer Industrial Packaging
     and the anticipated participation of other potentially responsible parties
     in those instances where it is probable that such parties are legally
     responsible and financially capable of paying their respective shares of
     the relevant costs. Actual costs to be incurred in future periods at the
     identified sites may vary from the estimates, given the inherent
     uncertainties in evaluating environmental exposures. Future information
     and developments will require us to continually reassess the expected
     impact of these environmental matters.

  .  Contingencies--Various lawsuits, claims and proceedings have been or may
     be instituted or asserted against us, including those pertaining to
     environmental, product liability, safety and health matters. We are
     continually consulting legal counsel and evaluating requirements to
     reserve for contingencies in accordance with SFAS No. 5. While the amounts
     claimed may be substantial, the ultimate liability cannot currently be
     determined because of the considerable uncertainties that exist. Based on
     the facts currently available, we believe the disposition of matters that
     are pending will not have a material effect on the consolidated financial
     statements.

  .  Goodwill, Other Intangible Assets and Other Long-Lived Assets--Goodwill is
     amortized on a straight-line basis over 15 or 25 year periods based on
     consideration regarding the age of the acquired businesses, their
     customers and the risk of obsolescence of their products. The costs of
     acquired intangible assets are amortized on a straight-line basis over
     their estimated economic lives of 2 to 25 years. Our policy is to
     periodically review goodwill, other intangible assets and other long-lived
     assets based upon the evaluation of such factors as the occurrence of a
     significant adverse event or change in the environment in which the
     business operates, or if the expected future net cash flows (undiscounted
     and without interest) would become less than the carrying amount of the
     asset. An impairment loss would be recorded in the period such
     determination is made based on the fair value of the related assets.

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 142, "Goodwill and Other Intangible Assets," which requires that
     goodwill no longer be amortized, but instead be periodically reviewed for
     impairment. The provisions of SFAS No. 142 will be effective for fiscal
     years beginning after December 15, 2001. As such, we will adopt SFAS No.
     142 at the beginning of our 2003 fiscal year.

     We anticipate that the application of the non-amortization provisions of
     SFAS No. 142 will increase our net income upon adoption. Amortization
     expense related to our goodwill and indefinite-lived assets was $8.4
     million and $6.5 million for our nine-month period ended July 31, 2002 and
     2001, respectively, and $9.2 million for the fiscal year ended October 31,
     2001.

     At this time, the effect of the impairment provisions provided by SFAS No.
     142 is not known.

                                      30

   Other items that could have a significant impact on the financial statements
include the risks and uncertainties listed in this prospectus under "Disclosure
Regarding Forward-Looking Statements" and "Risk Factors." Actual results could
differ materially using different estimates and assumptions, or if conditions
are significantly different in the future.

Results of Operations

   Historically, revenues and earnings may or may not be representative of
future operating results due to various economic and other factors. Our
year-to-year and period-to-period comparisons have been significantly effected
by our acquisition of Van Leer Industrial Packaging in March 2001.

   We define EBITDA as earnings from continuing operations before interest,
income taxes, depreciation, depletion, amortization, minority interest in
income of consolidated subsidiaries, equity in earnings of affiliates and debt
extinguishment charge. EBITDA is included in this section because it is a basis
on which we assess our financial performance and debt service capabilities.
However, EBITDA should not be considered in isolation or viewed as a substitute
for cash flow from operations, net income or other measures of performance as
defined by accounting principles generally accepted in the United States or as
a measure of our company's profitability or liquidity. While EBITDA is
frequently used by securities analysts, lenders and others in their evaluation
of companies, EBITDA as used herein is not necessarily comparable to other
similarly titled captions of other companies due to potential inconsistencies
in the method of calculation.

   The following table sets forth the net sales and EBITDA for each business
segment for 2001, 2000 and 1999, and for the first nine months of 2002 and 2001.

                                                           For the years ended    For the nine months
                                                               October 31,          ended July 31,
                                                        ------------------------  ------------------
                                                         1999    2000     2001      2001      2002
                                                        ------  ------  --------  --------  --------
                                                                             
Net sales
   Industrial Shipping Containers...................... $477.4  $490.9  $1,038.9  $  697.6  $  927.6
   Containerboard & Corrugated Products................  351.9   428.4     379.3     285.1     239.7
   Timber..............................................   24.1    44.7      37.8      28.5      30.0
                                                        ------  ------  --------  --------  --------
       Total net sales................................. $853.4   964.0  $1,456.0  $1,011.2  $1,197.3
                                                        ======  ======  ========  ========  ========
EBITDA
   Industrial Shipping Containers...................... $ 53.7  $ 46.2  $   88.5  $   54.9  $   89.7
   Containerboard & Corrugated Products................   51.6    80.5      82.4      61.4      32.3
   Timber..............................................   25.3    46.7     111.5     103.0      35.7
                                                        ------  ------  --------  --------  --------
       Total segment...................................  130.6   173.4     282.4     219.3     157.7
   Restructuring charge................................     --      --     (11.5)    (11.5)       --
   Corporate and other (1).............................   (7.9)  (15.9)    (16.0)    (12.6)    (15.5)
                                                        ------  ------  --------  --------  --------
       Total EBITDA....................................  122.7   157.5     254.9     195.2     142.2
Depreciation, depletion and amortization...............  (42.4)  (45.2)    (81.5)    (57.5)    (74.9)
Debt extinguishment charge.............................     --      --        --        --      (4.4)
Interest expense, net..................................  (13.0)  (11.8)    (45.2)    (29.3)    (40.9)
Foreign currency effects...............................     --      --      (0.2)      0.6      (0.9)
                                                        ------  ------  --------  --------  --------
   Income before income taxes, minority interest in
     income of consolidated subsidiaries and equity in
     earnings of affiliates............................ $ 67.3  $100.5  $  128.0  $  109.0  $   21.1
                                                        ======  ======  ========  ========  ========

- --------
(1) Amounts prior to 2002 for corporate and other have been adjusted to reflect
    the allocation of corporate costs consistent with the 2002 presentation.

                                      31

Nine Months Ended July 31, 2002 Compared to Nine Months Ended July 31, 2001

Overview

   Net sales increased to $1,197.3 million, an increase of 18.4%, in the first
nine months of 2002 from $1,011.2 million in the first nine months of 2001.
This increase resulted from a $189.5 million increase in net sales from outside
North America, partially offset by a $3.5 million decrease in net sales from
the North American operations. The decrease in the North American operations
was due to lower net sales in the Containerboard & Corrugated Products segment
($45.4 million decrease), which were partially offset by the Industrial
Shipping Containers segment ($40.4 million increase) and the Timber segment
($1.5 million increase). The higher net sales in the North American operations
of the Industrial Shipping Containers segment, as well as the higher net sales
outside North America, were primarily due to the inclusion of Van Leer
Industrial Packaging sales volume for nine months in 2002 compared to five
months in 2001.

   EBITDA was $142.2 million for the first nine months of 2002 as compared to
$206.7 million, before the $11.5 million second quarter restructuring charge,
for the first nine months of 2001. The $64.5 million decrease in EBITDA was
attributable to lower gains on the sale of timberland ($69.0 million decrease)
and the Containerboard & Corrugated Products segment ($29.1 million decrease),
which were partially offset by the inclusion of the Van Leer Industrial
Packaging operations and higher timber sales.

Segment Review

  Industrial Shipping Containers

   The Industrial Shipping Containers segment had an increase in net sales of
$229.9 million, or 33.0%, for the first nine months of 2002 as compared to the
first nine months of 2001. This increase was primarily due to an increase of
$189.5 million in net sales outside North America and an increase of $40.4
million in net sales in North America due to additional sales volume from the
inclusion of nine months of the Van Leer Industrial Packaging operating results
in 2002 compared to five months in 2001. A decrease in customer demand,
particularly in the chemical industry, partially offset this increase in net
sales.

   EBITDA for Industrial Shipping Containers increased to $89.7 million for the
first nine months of 2002 as compared to $54.9 million, before the $11.5
million second quarter restructuring charge, for the first nine months of 2001.
The primary reasons for this increase relate to improved sales volumes as a
result of the Van Leer Industrial Packaging acquisition, lower raw materials as
a percentage of net sales, and positive contributions from the prior year
consolidation plan.

  Containerboard & Corrugated Products

   The Containerboard & Corrugated Products segment had a decrease in net sales
of $45.4 million, or 15.9%, for the first nine months of 2002 as compared to
the first nine months of 2001. This decrease in net sales was primarily due to
lower customer demand, consistent with the industry, for corrugated containers
and containerboard due to continued weakness in the U.S. economy. Lower average
sales price for linerboard and medium also affected net sales during the first
nine months of 2002 as compared to the first nine months of 2001.

   EBITDA for the Containerboard & Corrugated Products segment decreased to
$32.3 million for the first nine months of 2002 as compared to $61.4 million
for the first nine months of 2001. Improved operating efficiencies partially
offset the decline caused by lower net sales for this segment.

  Timber

   The Timber segment had an increase in net sales of $1.5 million, or 5.3%,
for the first nine months of 2002 as compared to the first nine months of 2001.
While timber sales are subject to fluctuations, we seek to maintain a
consistent cutting schedule, within the limits of market and weather conditions.

   The sales of timber are recorded as net sales, while timberland sales are
included in gain on sale of timberland. The gain on sale of timberland was $9.5
million for the first nine months of 2002 as compared to $78.4 million for the
first nine months of 2001. See "Timberland Transactions" below.

   EBITDA for the Timber segment decreased to $35.7 million for the first nine
months of 2002 as compared to $103.0 million for the first nine months of 2001.
The decrease in EBITDA was primarily the result of the significant gain on sale
of timberland in the prior period slightly offset by higher timber sales.

                                      32

Other Income Statement Changes

  Gain on Sale of Timberland

   Gain on sale of timberland decreased $69.0 million in the first nine months
of 2002 as compared to the first nine months of 2001 primarily due to the
timberland sales described in the "Timberland Transactions" section below.

  Other Income, Net

   Other income, net increased $0.4 million in the first nine months of 2002 as
compared to the first nine months of 2001. The change in other income was
primarily due to additional gains on the sale of facilities.

  Cost of Products Sold

   The cost of products sold, as a percentage of net sales, increased to 80.0%
in the first nine months of 2002 from 79.4% in the first nine months of 2001.
The increase was primarily due to weakening in the Containerboard & Corrugated
Products segment, which was affected by increased raw material costs,
especially old corrugated containers ("OCC"), without a corresponding increase
in sales prices. The increase was partially offset by an overall improvement in
the Industrial Shipping Containers segment, which resulted from improved
operating efficiencies and lower raw material costs, and higher Timber segment
sales, which had very low cost associated with them.

  Selling, General and Administrative Expenses

   Selling, general and administrative ("SG&A") expenses increased to $187.8
million (15.7% of net sales) in the first nine months of 2002 as compared to
$141.7 million (14.0% of net sales) in the first nine months of 2001. The $46.1
million increase was primarily due to additional SG&A expenses related to Van
Leer Industrial Packaging, including $2.8 million of additional amortization
expense related to the goodwill and other intangible assets. SG&A expenses, as
a percentage of net sales, primarily increased as a result of lower sales
volumes, on a comparable structure basis, for Industrial Shipping Containers
and lower net sales in the Containerboard & Corrugated Products segment. In
addition, the year-to-date results were impacted by higher employee benefit
costs and certain non-recurring costs related to our organizational improvement
initiatives and on-going reorganization activities.

  Debt Extinguishment Charge

   During the third quarter of 2002, we recorded a debt extinguishment charge
of $4.4 million related to the partial extinguishment of the $900 million
Senior Secured Credit Agreement.

  Restructuring Charge

   As further described in the "Restructuring Charge" section below, we
recognized a restructuring charge of $11.5 million during the second quarter of
2001.

  Interest Expense, Net

   Interest expense, net increased to $40.9 million during the first nine
months of 2002 as compared to $29.3 million in the first nine months of 2001.
The increase was primarily due to higher average debt outstanding of $689.7
million during the first nine months of 2002 as compared to $500.0 million
during the first nine months of 2001. The increase in average debt outstanding
was primarily the result of borrowings made in connection with the Van Leer
Industrial Packaging acquisition. Because the acquisition occurred on March 2,
2001, the acquisition related debt was outstanding for only five months in 2001
as compared to nine months in 2002.

                                      33

  Income Taxes

   The effective tax rate decreased to 36.0% for the first nine months of 2002
as compared to 37.9% in the first nine months of 2001, primarily as a result of
a change in the mix of income outside North America.

  Minority Interest in Income of Consolidated Subsidiaries

   As part of the Van Leer Industrial Packaging acquisition, we acquired
majority holdings in various companies. The operating results of these
companies have been included in the consolidated results following the
acquisition on March 2, 2001, and the minority interest of other persons in the
respective net income of these companies has been reflected as an expense.

  Equity in Earnings of Affiliates

   Equity in earnings of affiliates decreased to $5.8 million for the first
nine months of 2002 as compared to $7.1 million in the first nine months of
2001. This income represents our equity interest in the net income of
CorrChoice, Inc. and, to a lesser extent, Abzac-Greif, Socer-Embalagens, Lda.
and Balmer Lawrie-Van Leer.

  Net Income

   Based on the foregoing, net income decreased $55.8 million, or 74.9%, to
$18.7 million for the first nine months of 2002 from $74.4 million in the first
nine months of 2001.

Fiscal Year 2001 Compared to Fiscal Year 2000 and Fiscal Year 2000 Compared to
Fiscal Year 1999

Overview

   Net sales increased to $1,456.0 million, an increase of 51.0%, in 2001 from
$964.0 million in 2000. This increase resulted from a $446.2 million increase
in net sales from outside North America and a $45.8 million increase in net
sales from the North American operations. The increase in net sales from the
North American operations was due to the Industrial Shipping Containers segment
($101.8 million increase), which was partially offset by lower net sales in the
Containerboard & Corrugated Products segment ($49.1 million decrease) and the
Timber segment ($6.9 million decrease). The higher net sales in the North
American operations of the Industrial Shipping Containers segment was primarily
due to the inclusion of additional sales volume from the operations of Van Leer
Industrial Packaging. The weaker economic conditions in the United States that
prevailed throughout 2001 compared to 2000 caused lower sales volumes and
increased competitive pricing in both the Industrial Shipping Containers and
Containerboard & Corrugated Products segments.

   EBITDA was $266.4 million, before the $11.5 million second quarter
restructuring charge, for 2001 as compared to $157.5 million for 2000. The
$108.9 million increase in EBITDA was attributable to higher gains on the sale
of timberland ($70.4 million increase) and the inclusion of the operations of
Van Leer Industrial Packaging. The factors that caused a reduction in EBITDA
included weaker economic conditions in the United States for both the
Industrial Shipping Containers and Containerboard & Corrugated Products
segments. In addition, lower timber sales partially offset the improvement in
EBITDA.

Segment Review

  Industrial Shipping Containers

   2001 Compared to 2000

   The Industrial Shipping Containers segment had an increase in net sales of
$548.0 million, or 111.6%, for 2001 as compared to 2000. This increase was
primarily due to the inclusion of $446.2 million of net sales outside

                                      34

North America resulting from the operations of Van Leer Industrial Packaging.
Net sales for the North American operations increased $101.8 million for 2001
as compared to 2000 due to additional sales volume from the operations of Van
Leer Industrial Packaging during the eight months included in that year. A
decrease in customer demand caused by weaknesses in the U.S. economy,
particularly in the chemical industry, partially offset this increase in net
sales. In addition, net sales to the agricultural sector were lower in the
first quarter of 2001 compared to 2000, which benefited from a late harvest of
certain crops during 1999 that extended into the first quarter of 2000.

   EBITDA for the Industrial Shipping Containers segment increased to $88.5
million, before the $11.5 million second quarter restructuring charge, for 2001
as compared to $46.2 million for 2000. The primary reason for this increase
relates to $48.8 million in EBITDA from outside North America related to the
inclusion of the operations of Van Leer Industrial Packaging.

   2000 Compared to 1999

   The Industrial Shipping Containers segment had an increase in net sales of
$13.5 million, or 2.8%, in 2000 as compared to 1999. This increase was due to
an improvement in general market conditions, especially in the chemical
industry, improved pricing to offset higher raw material prices and regained
sales volumes lost as a result of the 1998 and 1999 plant closings and
consolidation efforts. In addition, there was an increase in activities related
to container leasing and reconditioning.

   EBITDA for the Industrial Shipping Containers segment decreased to $46.2
million for 2000 as compared to $53.7 million for 1999. The primary reason for
this decrease was due to a larger corporate allocation, caused by improvements
in our infrastructure, during 2000.

  Containerboard & Corrugated Products

   2001 Compared to 2000

   The Containerboard & Corrugated Products segment had a decrease in net sales
of $49.1 million, or 11.5%, for 2001 as compared to 2000. This reduction in net
sales was caused by lower customer demand for corrugated containers and
containerboard due to continued weaknesses in the U.S. economy. Lower average
sales price for linerboard and medium also affected net sales during 2001 as
compared to 2000.

   EBITDA for the Containerboard & Corrugated Products segment increased to
$82.4 million for 2001 as compared to $80.5 million for 2000. Lower raw
material prices, especially for old corrugated containers, a higher
containerboard integration percentage and improved operating efficiencies more
than offset the decline caused by lower net sales for this segment.

   2000 Compared to 1999

   The Containerboard & Corrugated Products segment had an increase in net
sales of $76.5 million, or 21.7%, for 2000 as compared to 1999. This increase
was primarily due to a 32.5% increase in the average sales price of
containerboard. In addition, there were $16.0 million of additional net sales
from the Great Lakes and Trend Pak operations, which were acquired in 1999.

   EBITDA for the Containerboard & Corrugated Products segment increased to
$80.5 million for 2000 as compared to $51.6 million for 1999. This increase
resulted from improved gross margins resulting from the higher sales prices of
this segment's products without a corresponding increase in its costs. The
increase was partially offset by higher costs allocated from corporate to
support improvements in our infrastructure.

                                      35

  Timber

   2001 Compared to 2000

   The Timber segment had a decrease in net sales of $6.9 million, or 15.4%,
for 2001 as compared to 2000. While timber sales are subject to fluctuations,
we seek to maintain a consistent cutting schedule within the limits of market
and weather conditions.

   The sales of timber are recorded as net sales, while timberland sales are
included in gain on sale of timberland. The gain on sale of timberland was
$79.7 million for 2001 as compared to $9.2 million for 2000. See "Timberland
Transactions" below.

   EBITDA for the Timber segment increased to $111.5 million for 2001 as
compared to $46.7 million for 2000. The increase was primarily the result of
significant gains on the sale of timberland which were partially offset by
lower timber sales.

   2000 Compared to 1999

   The Timber segment had an increase in net sales of $20.6 million, or 85.5%,
for 2000 as compared to 1999. This increase was primarily due to a full year of
net sales resulting from the timber marketing agreement with Bennett & Peters,
Inc. initiated in May 1999. Our timber marketing strategy is focused on the
active harvesting and regeneration of our timber properties in the United
States to achieve sustainable long-term yields on our timberland. We seek to
maintain a consistent cutting schedule for the sale of timber within the limits
of market and weather conditions.

   EBITDA for the Timber segment increased to $46.7 million for 2000 as
compared to $25.3 million in 1999. This increase was due to the significant
improvement in net sales as well as $4.7 million of additional gains on the
sale of timberland.

Other Income Statement Changes

  Gain on Sale of Timberland

   Gain on sale of timberland increased $70.5 million in 2001 as compared to
2000 primarily due to the timber property sales described in the "Timberland
Transactions" section below.

   The gain on sale of timberland increased $4.6 million in 2000 as compared to
1999.

  Other Income, Net

   Other income, net increased $1.4 million in 2001 as compared to 2000. The
increase in other income was primarily due to an increase from gains on the
sale of facilities in comparison to 2000. See "Restructuring Charge" below.

   Other income, net decreased $5.5 million in 2000 as compared to 1999. This
decrease was primarily due to a decrease of $7.5 million from gains on the sale
of facilities in comparison to 1999.

  Cost of Products Sold

   The cost of products sold, as a percentage of net sales, increased to 79.2%
in 2001 from 76.5% in 2000. The increase was primarily due to the inclusion of
the operations of Van Leer Industrial Packaging, which contributed to a higher
cost of products sold as a percentage of net sales because products from those
operations have lower gross margins than our other products. In addition,
Timber segment sales, which have a much lower cost

                                      36

associated with them, were below those in 2000. This increase was partially
offset by lower raw material costs, which more than offset the lower sales
volume, in the Containerboard & Corrugated Products segment.

   Cost of products sold, as a percentage of net sales, decreased to 76.5% for
2000 as compared to 79.1% for 1999. The improvement was primarily due to the
higher Timber segment net sales in 2000. Our timber sales have a very low cost
associated with them. In addition, the cost of products sold, as a percentage
of net sales, for the Containerboard & Corrugated Products segment decreased as
a result of the higher sales prices of its products without a corresponding
increase in the cost of products sold. The cost of products sold, as a
percentage of net sales, decreased slightly for the Industrial Shipping
Containers segment.

  Selling, General and Administrative Expenses

   SG&A expenses increased to $204.7 million (14.1% of net sales) for 2001 as
compared to $128.3 million (13.3% of net sales) for 2000. The $76.4 million
increase was primarily due to additional SG&A expenses related to the
operations of Van Leer Industrial Packaging. In addition, there was $5.3
million of amortization expense related to the goodwill and other intangible
assets acquired in the Van Leer Industrial Packaging transaction included in
the 2001 results.

   Despite increasing to $128.3 million in 2000 from $113.0 million in 1999,
SG&A expenses only increased slightly to 13.3% of net sales in 2000 from 13.2%
of net sales in 1999. The increased expenditures primarily represented higher
costs to support infrastructure improvements for current and future growth
initiatives at that time. In addition, $3.2 million of additional commission
expense resulted from the sale of timber and timberland in 2000. The increase
was partially offset by a $2.9 million reduction in Year 2000 remediation
expenses.

  Restructuring Charges

   As further described in the "Restructuring Charge" section below, we
recognized a pretax restructuring charge of $11.5 million during the second
quarter of 2001.

  Interest Expense, Net

   Interest expense, net increased to $45.2 million in 2001 as compared to
$11.8 million in 2000. This increase was primarily due to higher average debt
outstanding in 2001 as compared to 2000 as a result of the Van Leer Industrial
Packaging acquisition.

   Interest expense, net decreased to $11.8 million in 2000 as compared to
$13.0 million in 1999. This decrease was primarily due to $2.5 million of
capitalized interest in 2000 compared to $0.4 million in 1999. The increase in
capitalized interest related to several large capital projects, including our
management information system, a new steel drum line in LaPorte, Texas, and a
new corrugated container plant in Louisville, Kentucky. This decrease was
partially offset by higher interest rates that prevailed throughout 2000 as
compared to 1999.

  Income Taxes

   The effective tax rate remained at 37.9% for 2001 and 2000.

   The effective tax rate decreased to 37.9% for 2000 as compared to 39.7% for
1999. The decrease, which was due to lower state and local taxes, had a
positive effect on net income in 2000.

  Minority Interest in Income of Consolidated Subsidiaries

   As part of the Van Leer Industrial Packaging acquisition, we assumed
minority holdings in various companies. From the date of acquisition, these
companies have been included in the consolidated results for 2001, and the
minority interests in their respective net incomes have been eliminated.

                                      37

  Equity in Earnings of Affiliates

   Equity in earnings of affiliates decreased to $9.9 million for 2001 as
compared to $13.3 million in 2000. This income represents our equity interest
in the net income of CorrChoice and, to a lesser extent, Abzac-Greif,
Socer-Embalagens, Lda. and Balmer Lawrie-Van Leer.

   Equity in earnings of affiliates increased to $13.3 million in 2000 as
compared to $10.8 million in 1999.

  Net Income

   Based on the foregoing, net income increased $13.0 million, or 17.1%, to
$88.8 million in 2001 from $75.8 million in 2000.

   Based on the foregoing, net income increased $24.4 million, or 47.5%, to
$75.8 million in 2000 from $51.4 million in 1999.

Restructuring Charge

   During the second quarter of 2001, we approved a plan to consolidate some of
our locations in order to eliminate duplicate facilities caused by the Van Leer
Industrial Packaging acquisition and to improve operating efficiencies and
capabilities (see Note 5 to the Consolidated Financial Statements for the year
ended October 31, 2001 and Note 3 to the Consolidated Interim Financial
Statements for the nine months ended July 31, 2002, contained elsewhere in this
prospectus). The plan was the result of an in-depth study to determine whether
certain locations, either existing or newly acquired, should be closed and the
sales and manufacturing volume associated with such plants relocated to a
different facility. Six existing company-owned plastic drum and steel drum
plants were identified to be closed. These plants are located in North America.
In addition, certain redundant administrative functions were identified to be
eliminated. As a result of this plan, during the second quarter of 2001, we
recognized a pretax restructuring charge of $11.5 million, consisting of $8.0
million in employee separation costs (approximately 250 employees) and a $3.5
million loss on disposal of equipment and facilities. We have sold or are in
the process of selling these six company-owned facilities.

   In addition, in connection with the March 2001 acquisition of Van Leer
Industrial Packaging and the consolidation plan described in the preceding
paragraph, five facilities purchased as part of that acquisition have been or
will be closed. These facilities are owned by our subsidiaries. The facilities
are located in North America, South America, United Kingdom and Asia Pacific.
In addition, certain redundant administrative functions have been or will be
eliminated. Accordingly, we recognized a $19.7 million restructuring liability
in our purchase price allocation related to these locations. This liability was
accounted for under EITF No. 95-3, "Recognition of Liabilities in Connection
with a Purchase Business Combination." The liability consisted of $16.5 million
in employee separation costs (approximately 300 employees) and $3.2 million in
other exit costs. We have sold or are in the process of selling these
company-owned facilities.

   We expect to complete these restructuring activities during 2002. We have
incurred additional costs of $5.9 million in 2001, $4.3 million for the nine
months ended July 31, 2002, and will continue to incur additional costs during
the remainder of 2002 related to the relocation of machinery, employees and
other reorganization activities, all of which have been or will be charged to
the results of operations. We believe that upon the completion of the
consolidation plan, positive contributions to earnings on an annualized basis
from these actions will be approximately $27.5 million.

Timberland Transactions

   In December 2000, we sold certain hardwood timberland for $44.4 million. As
such, we recognized a gain of $43.0 million during the first quarter of 2001
related to this transaction. In a related agreement, we sold other hardwood
timberland for $30.0 million in March 2001, and we recognized a gain of $27.7
million during the

                                      38

second quarter of 2001. A total of approximately 65,000 acres of timber
properties situated in Arkansas, Mississippi and Louisiana were sold as a
result of these transactions.

   In a separate transaction in December 2000, we purchased certain pine
timberland for $42.8 million. In a related agreement, we purchased other pine
timberland for $43.1 million in March 2001. A total of approximately 63,000
acres of timber properties situated in Louisiana were purchased as a result of
these transactions.

   For tax purposes, these sale and purchase transactions were treated as
like-kind exchanges pursuant to Section 1031 of the Internal Revenue Code,
which resulted in a deferral of the tax gain on the sale transactions.

Liquidity and Capital Resources

   Our primary sources of liquidity are operating cash flows and borrowings
under our senior credit facility, discussed below. We have used these sources
to fund our working capital needs, capital expenditures, cash dividends, common
stock repurchases and acquisitions. We anticipate continuing to fund these
items in a like manner. We currently expect that operating cash flows, the
proceeds from the original notes offering, and borrowings under our amended and
restated senior credit facility will be sufficient to fund our working capital,
capital expenditure, debt repayment and other liquidity needs for the
foreseeable future.

Capital Expenditures and Business Acquisitions

   During 2001, we invested $42.7 million in capital expenditures, excluding
the purchase of timberland properties ($89.5 million), and we invested $29.9
million in capital expenditures, excluding the purchase of timberland
properties ($8.9 million), during the nine months ended July 31, 2002. During
the last three years, we have invested $170.8 million in capital expenditures,
$89.5 million in timberland purchases and $387.1 million in acquisitions of
businesses, net of cash acquired. See "--Recent Acquisitions" for a description
of the businesses acquired since the beginning of our 1999 fiscal year.

   We have approved future capital expenditures of approximately $21 million
through July 31, 2003. These expenditures are primarily to replace and improve
equipment and to continue implementation of a new management information system.

Balance Sheet Changes

  July 31, 2002 Compared to October 31, 2001

   The reduction in trade accounts receivable was due to lower net sales in the
third quarter of 2002 compared to the fourth quarter of 2001.

   Inventories were higher primarily due to the increases in our raw material
costs and the build up of inventory related to our agricultural markets.

   The increase in accounts payable was due to higher raw material costs and
the timing of payments made to our suppliers.

   Accrued payrolls and employee benefits were higher at July 31, 2002 as
compared to October 31, 2001 as a result of the increase in these costs as well
as timing of our payments.

   The restructuring reserves decreased as a result of plant closings and other
reorganization costs. See "Restructuring Charge" section above.

                                      39

   The reduction in total debt was due to the repayment of amounts borrowed
under our existing $900 million Senior Secured Credit Agreement, partially
offset by the issuance of $250 million Senior Subordinated Notes. See
"Borrowing Arrangements" section below.

   The decrease in other long-term liabilities was primarily due to a lower
liability related to the swap contracts on our existing $900 million Senior
Secured Credit Agreement, the timing of payments on workers' compensation, and
other changes not individually significant.

  October 31, 2001 Compared to October 31, 2000

   In general, the increases in our assets and liabilities were primarily due
to the acquisition of Van Leer Industrial Packaging in March 2001. In addition,
our timberland assets increased due to our purchase of 63,000 acres of pine
timber property in Louisiana in 2001. See "Timberland Transactions" above.

   The increase in restructuring reserves was due to our 2001 consolidation
plan, which has been reduced due to payments of severance and restructuring
costs. See "Restructuring Charge" above.

   The increase in long-term debt was the result of borrowings under our
existing senior credit facility, which was used to fund the Van Leer Industrial
Packaging acquisition and to refinance amounts outstanding under our then
existing credit facility. This increase was partially offset by debt repayments.

   The increase in deferred tax liability was primarily due to our timberland
sales in 2001 and the Van Leer Industrial Packaging acquisition. See
"Timberland Transactions" above.

Borrowing Arrangements

   See "Description of Senior Credit Facility" for a description of our amended
and restated credit facility. Prior to its amendment, the senior credit
facility consisted of three terms loans and a $150 million revolving
multicurrency credit facility. The proceeds from this senior credit facility
were used to fund the Van Leer Industrial Packaging acquisition and to
refinance amounts outstanding under a prior revolving credit facility. As of
July 31, 2002, there was a total of $399.5 million outstanding under the senior
credit facility and $248.0 million of Senior Subordinated Notes.

Contractual Obligations

   As of July 31, 2002, we had the following contractual obligations (U.S.
dollars in millions):

                                              Payments Due By Period
                                        -----------------------------------
                                              Less than  1-3   4-5  After 5
                                        Total  1 Year   Years Years  Years
                                        ----- --------- ----- ----- -------
                                                     
     Long-term debt.................... $650     $18     $50  $123   $459
     Short-term borrowings.............   25      25      --    --     --
     Non-cancelable operating leases...   32       4      12     5     11
                                        ----     ---     ---  ----   ----
     Total contractual cash obligations $707     $47     $62  $128   $470
                                        ====     ===     ===  ====   ====

Share Repurchase Program

   In February 1999, our Board of Directors authorized a one million share
stock repurchase program. During 2001, we repurchased 34,500 shares, including
10,000 shares of Class A Common Stock and 24,500 shares of Class B Common
Stock, and during the first nine months of 2002 we repurchased 50,000 shares of
Class B Common Stock. As of July 31, 2002, we had repurchased 644,410 shares,
including 415,476 shares of Class A Common Stock and 228,934 shares of Class B
Common Stock. The total cost of the shares repurchased during 1999 through July
31, 2002 was $18.7 million. Future share repurchases will be limited under our
amended and restated senior credit facility and the indenture governing the
notes.

                                      40

Effects of Inflation

   The effects of inflation did not have a material impact on our operations
during 2001, 2000 or 1999, or during the nine months ended July 31, 2002.

Recent Accounting Standards

  Goodwill and Other Intangible Assets

   In June 2001, FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which requires that goodwill no longer be amortized, but instead be
periodically reviewed for impairment. The provisions of SFAS No. 142 are
required for fiscal years beginning after December 15, 2001. As such, we will
adopt SFAS No. 142 at the beginning of our 2003 fiscal year.

   The application of the non-amortization provisions of SFAS No. 142 will
increase our net income upon adoption. Amortization expense related to our
goodwill and indefinite-lived assets was $8.4 million and $6.5 million for the
nine months ended July 31, 2002 and 2001, respectively, and $9.2 million for
the fiscal year ended October 31, 2001.

   At this time, the effect of the impairment provisions provided by SFAS No.
142 is not known.

Impairment or Disposal of Long-Lived Assets

   In August 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses the accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of" and Accounting Principles Board
Opinion No. 30, "Reporting the Results of Operations--Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions." SFAS No. 144 establishes a
single accounting model for long-lived assets to be disposed of by sale and
resolves implementation issues related to Statement No. 121.

   SFAS No. 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001, or November 1, 2002 for us. We do not expect
the adoption of this Statement to have a material impact on our results of
operations or financial position.

Quantitative and Qualitative Disclosures about Market Risk

  Interest Rate Risk

   We are subject to interest rate risk related to our financial instruments
that include borrowings under our amended and restated senior credit facility
and interest rate swap agreements with an aggregate notional amount of $280.0
million as of July 31, 2002. We do not enter into financial instruments for
trading or speculative purposes. The interest rate swap agreements have been
entered into to manage our interest rate exposure.

   The table below provides information about our derivative financial
instruments and other financial instruments that are sensitive to changes in
interest rates. For the existing senior credit facility, the table presents
scheduled amortizations of principal and the current weighted average interest
rate by contractual maturity dates. For interest rate swaps, the table presents
annual amortizations of notional amounts and weighted average interest rates by
contractual maturity dates. Under the swap agreements, we receive interest
quarterly from the counterparties and pay interest quarterly to the
counterparties. The fair value of the existing senior credit facility is based
on current rates available to us for debt of the same remaining maturity. The
fair value of the interest rate swap agreements have been determined based upon
the current market settlement prices of comparable contracts.

                                      41

                             FINANCIAL INSTRUMENTS
                          (U.S. dollars in millions)

                                           Expected Maturity Date
                                 -----------------------------------------
                                                                     After           Fair
                                  2002   2003   2004   2005   2006   2006    Total   Value
                                 -----  -----  -----  -----  -----  ------  ------  ------
                                                            
Existing senior credit facility:
Scheduled amortizations......... $ 4.2  $19.1  $23.6  $28.2  $16.7  $280.7  $372.5  $372.5
Average interest rate (1).......  5.23%  5.23%  5.23%  5.23%  5.23%   5.23%   5.23%

Interest rate swaps:
Scheduled amortizations......... $   0  $  70  $  15  $  45  $ 100  $   50  $  280  $  (12)
Average fixed pay rate..........  5.43%  5.48%  5.54%  5.78%  5.99%   6.15%   5.56%
Average receive rate (2)........  1.92%  1.92%  1.92%  1.92%  1.92%   1.92%   1.92%

- --------
(1) Variable rate specified is based on the LIBOR rate or an alternative base
    rate plus a calculated margin at July 31, 2002.
(2) The average receive rate is based upon the LIBOR rates we were scheduled to
    receive at July 31, 2002. The rates presented are not intended to project
    our expectations for the future.

   Based on a sensitivity analysis performed by the counterparties at July 31,
2002, a 100 basis point increase in interest rates would improve the fair value
of the swap agreements to a liability of $8.1 million. Conversely, a 100 basis
point decrease in interest rates would result in a fair value liability of $8.1
million.

Foreign Currency Risk

   As a result of our acquisition of Van Leer Industrial Packaging, our
operating income is subject to fluctuations in foreign currency exchange rates.
The geographic presence of our operations mitigates this exposure to some
degree. Additionally, our transaction exposure is somewhat limited because we
produce and sell a majority of our products within each country in which we
operate.

   We have entered into foreign currency forward contracts to hedge certain
short-term intercompany loan balances among our foreign businesses. At July 31,
2002, we had contracts outstanding of $23.8 million. The fair value of these
contracts at July 31, 2002, was $0.2 million. Each of these contracts hedges
the exposure of the euro against the fluctuation of various other currencies. A
sensitivity analysis to changes in the euro against these other currencies
indicates that if the euro uniformly weakened by 10% against all of the hedged
currency exposures, the fair value of these instruments would increase by $0.9
million. Conversely, if the euro uniformly strengthened by 10% against all of
the hedged currency exposures, the fair value of these instruments would
decrease by $1.1 million. Any resulting changes in fair value would be offset
by changes in the underlying hedged balance sheet position. The sensitivity
analysis assumes a parallel shift in foreign currency exchange rates. The
assumption that exchange rates change in parallel fashion may overstate the
impact of changing exchange rates on assets and liabilities denominated in a
foreign currency.

Commodity Price Risk

   Our operating income is potentially affected to a significant degree by
fluctuations in the cost of our raw materials and energy. See "Risk Factors."
We do not have long-term supply contracts or hedging arrangements in place for
obtaining our principal raw materials. In general, we do not use derivative
instruments to hedge against fluctuations in commodity prices, although we have
entered into forward purchase contracts related to the supply of natural gas at
one of our containerboard mills.

                                      42

                                   BUSINESS

General

   We are a leading global producer of industrial shipping containers with
manufacturing facilities located in 41 countries. We offer a comprehensive line
of industrial shipping container products, such as steel, fibre and plastic
drums, intermediate bulk containers, closure systems for industrial shipping
containers, and polycarbonate water bottles, which we complement with a variety
of value-added services. Our global presence and full range of products
uniquely position this business to offer our customers a single source for
their packaging needs and to be responsive to global market changes. We also
produce containerboard and value-added corrugated products for niche markets in
the United States and Canada. We own timberland in the southeastern United
States which we cut and sell to third parties, as well as manage to maximize
long-term value. Our customers range from Fortune 500 companies to medium and
small-sized companies in a cross section of industries. Our manufacturing
facilities are strategically located near many of our customers, reducing
transportation costs.

   For the twelve months ended July 31, 2002, we had consolidated net sales of
$1.64 billion and Adjusted EBITDA of $202.3 million (including the results of
our unrestricted timber subsidiary). During this same period, we generated
approximately 39% of our consolidated net sales from markets outside North
America. For the twelve months ended July 31, 2002, our Industrial Shipping
Containers segment represented 77% of consolidated net sales, our
Containerboard & Corrugated Products segment represented 20% of consolidated
net sales and our Timber segment represented 3% of our consolidated net sales.

   Our company's history goes back to 1877 when our predecessor manufactured
wooden barrels, casks and kegs to transport post-Civil War U.S. goods
nationally and internationally. We were incorporated as a Delaware corporation
in 1926.

Competitive Strengths

   Leading Market Position.  We are a leading global producer of a
comprehensive line of industrial shipping container products. Based on our
internal estimates, we believe that we are the largest global and United States
producer of steel drums, fibre drums, and closure systems, and we hold leading
global and United States market positions in the production of plastic drums
and intermediate bulk containers.

   Global Presence.  We have facilities in 41 countries and generated
approximately 39% of our consolidated net sales from markets outside North
America for the twelve months ended July 31, 2002. Our global presence provides
us with access to faster growing foreign markets; insulates us from economic
downturns in any one country or region; enables us to respond to our customers'
changing needs; offers us the flexibility to shift resources in response to
changes in global or regional conditions; and allows us to effectively service
multinational customers. Our size and global reach enable us to realize
economies of scale and cost savings by consolidating our purchasing, sales and
marketing efforts.

   Comprehensive Portfolio of Product Lines.  We offer a comprehensive
portfolio of product lines in our industrial shipping container segment, which
enables us to offer our customers a single source for their packaging needs and
to be responsive to global market changes. We have also developed numerous
specialty products and applications for our corrugated products customers. Our
ability to tailor our products and services to our customers' needs allows us
to develop strong, long-term customer relationships and enhances profitability.

   Diverse and Multinational Customer Base.  We have developed longstanding
relationships with prominent customers such as BASF Corporation, Bayer
Corporation, BP p.l.c., The Dow Chemical Company, Exxon Mobil Corporation,
Imperial Chemical Industries PLC, International Paper Company, Kraft Foods
Inc., PPG Industries Inc., Temple-Inland Inc., Total Fina Elf S.A. and
Weyerhaeuser Company. These large multinational corporations represent a range
of industries, which we believe creates a strong, stable revenue source for our
products and services. Moreover, we do not depend upon any one particular
customer, as our ten largest customers accounted for less than 20% of our net
sales in fiscal 2001.

                                      43

   Significant Operating Leverage.  We believe our existing facilities have
sufficient capacity to meet future growth in market demand for our products
without significant capital expenditures. We believe we are positioned to
profitably capitalize on an increase in demand which would result from an
economic recovery.

   Experienced Management Team.  We have an experienced management team that
has managed our operations during various industry cycles. This experience
facilitated the acquisition of Van Leer Industrial Packaging and other recent
acquisitions and joint ventures and their successful integration into our
existing operations.

Business Strategy

   We plan to build on our strengths by continuing to develop products and
services that represent comprehensive packaging solutions for our customers. In
addition, we intend to enhance our profitability by continuing to rationalize
our operations, capitalize on our global resources and focus on high-margin
products and services, as well as making targeted acquisitions when the
opportunity is presented.

   Our business segment strategies are as follows:

   Industrial Shipping Containers

  .  Further extend our product and service offerings

  .  Leverage our full product line and global resources to serve our
     multinational customers

  .  Strategically implement packaging solutions

  .  Optimize manufacturing operations

   Containerboard & Corrugated Products

  .  Continue to provide distinctive, value-added corrugated packaging and
     services

  .  Extend product expertise into specialty product offerings

  .  Expand sales in multiwall bag business in targeted industry segments

  .  Maintain cost-effectiveness and reliability of our containerboard mills
     and corrugated operations

   Timber

  .  Maintain long-term focus on pine timberland

  .  Grow future value through intensive management and regeneration

  .  Increase timberland holdings by selling timberland with a higher and
     better use, or limited management potential, and reinvesting the sale
     proceeds to acquire additional timberland with a lower cost per acre

Products and Services

   Our products are divided into three business segments: Industrial Shipping
Containers; Containerboard & Corrugated Products; and Timber.

Industrial Shipping Containers

   Our acquisition of Van Leer Industrial Packaging in March 2001 transformed
us into a global provider with a full range of industrial shipping container
products and services. The successful integration of this business allowed us
to realize significant synergies by improving operating efficiencies from the
consolidation of facilities

                                      44

and personnel, achieving economies of scale in purchasing, sales and marketing
efforts, and enhancing manufacturing flexibility. Our Industrial Shipping
Containers segment generated net sales of $1,268.9 million and EBITDA of $123.3
million for the twelve months ended July 31, 2002.

   We seek to provide complete packaging solutions to our customers by offering
a comprehensive range of products and services on a global basis. Our full
range of shipping container products and numerous manufacturing facilities
uniquely position us to offer our customers a single source for their packaging
needs, respond to global market changes, and capitalize on faster growing
markets such as Eastern Europe and Asia. With increasing customer demand for
container life-cycle management, we also offer packaging services that include
cleaning, recycling, disposal, trip leasing, filling, warehousing, outgoing
logistics, onsite packaging and vendor management. We sell our products
globally to customers in industries such as chemicals, paints and pigments,
food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical
and mineral, among others.

   The primary products of our Industrial Shipping Containers segment are steel
drums, plastic drums and polycarbonate water bottles, fibre drums, IBCs and
closure systems (caps on industrial packaging containers).

   Steel Drums.  We offer customers an extensive steel drum product line, with
drums ranging in size from eight to 85 gallons. Our steel drums are sold to
customers in the chemical, petroleum, food/juice, pharmaceutical and hazard
waste industries. We manufacture several types of steel drums, including open
head drums, tight head drums, and drums that are sold internally coated or
uncoated. Open head drums are used primarily for granules and pastes while
tight head drums are used mainly for liquids. Internally coated drums are sold
to the chemicals industry since the coating prevents contact between the
contents (i.e., chemical to be transported) and the steel body of the drum,
preventing corrosion inside the drum. Uncoated drums are most often used to
store petroleum-based oil and other non water-based materials. We also
manufacture one of the industry's latest technologies--collapsible steel drums.

   Plastic Drums.  We manufacture a variety of tight-head and open-head drums
ranging from one to 65 gallons. In addition, we manufacture plastic pails and
small 250 ml. plastic bottles for the lube and oil industry. Our global
presence allows us to service detergent, lubricant, pharmaceutical and
agrochemical companies worldwide. Since plastic technologies are changing more
rapidly than in any other segments of the industrial packaging products
industry, we maintain a comprehensive research and development facility for
plastic drums.

   Fibre Drums.  We sell fibre drums in various sizes ranging from 2 1/2
gallons to 55 gallons, which are used primarily in the fine chemical,
pharmaceutical, paint and food industries. Relatively high valued, dry,
granulated products are the most common filling goods of these drums. Fibre
drums are attractive to customers as an inexpensive, safe and reliable storage
and shipping medium. We manufacture fibre drums using high quality raw
materials designed for product performance and durability. We also make
specialty drums such as cheese drums, meat drums, a feedpak (tapered drum) and
a harvestpak that transports certain food items.

   Intermediate Bulk Containers.  An IBC is a high-density polyethylene bottle
contained in a steel reinforced cage attached to a pallet designed for greater
efficiencies in shipping large quantities of liquid or viscous products. We
sell IBCs to companies in the chemical, pharmaceutical and food industries. We
provide a wide array of products, including rigid single and multiple trip use
containers and customized IBCs.

   Closure Systems.  Closure systems are the caps on industrial shipping
containers and are manufactured for both metal and plastic containers. Closures
are marketed and sold under the Tri-Sure(R) brand name.

   Other Services.  We offer our industrial shipping container customers a
variety of value-added packaging services that include cleaning, recycling,
disposal, trip leasing, filling, warehousing, outgoing logistics, onsite
packaging and vendor management. We also offer research and development,
engineering and design and testing services.

                                      45

Containerboard & Corrugated Products

   We concentrate on providing value-added, higher-margin corrugated products
to niche markets complemented by a comprehensive range of packaging services,
in comparison to many large paper companies which focus on high-volume,
commodity production. We sell containerboard, corrugated sheets and other
corrugated products and multiwall bags to customers in North America in
industries such as the packaging, automotive, food, and building products,
among others. Our corrugated container products are used to ship such diverse
products as home appliances, small machinery, grocery products, building
products, automotive components and books and furniture. Our full line of
industrial and consumer multiwall bags is used to ship a wide range of
industrial and consumer products primarily for the agricultural, chemical,
building products and food industries. Our Containerboard & Corrugated Products
segment generated net sales of $333.9 million and EBITDA of $53.3 million for
the twelve months ended July 31, 2002.

   The primary products of our Containerboard & Corrugated Products segment are
containerboard, corrugated sheets and other corrugated products and multiwall
bags.

   Containerboard.  Our two containerboard mills produce both semi-chemical and
100% recycled medium and 100% recycled linerboard. We produced approximately
531,292, 541,413, and 558,837 tons of linerboard and medium in 2001, 2000, and
1999, respectively, and have the capacity to produce approximately 570,000 tons
per year of linerboard and medium at our two mills. We believe the cost
positions of our containerboard mills are among the lowest in North America.
Our capacity utilization rates are consistent with or slightly exceed typical
industry rates.

   Our containerboard mills and corrugated container operations are highly
integrated. In fiscal 2001, our corrugated sheet, multiwall and fibre drum
operations, including our CorrChoice, Inc. joint venture, consumed an amount of
containerboard equal to approximately 70% of the containerboard tons produced
by our two mills, which helps stabilize the results of this business. Our
converting facilities have the capacity to produce approximately 4.0 billion
square feet a year of corrugated products.

   Corrugated Products.  We manufacture corrugated sheets and other corrugated
products in value-added shapes, sizes and designs. Our specialty corrugated
products include honeycomb, airbag/void fillers, and promotional and storage
packages. Our packaging specialists design and construct corrugated products to
meet the specific packaging, point-of-purchase display, handling,
transportation and protection needs of our customers' products. One of our
products is a corrugated pallet packet which is collapsible, weighs less than
ten pounds and is recyclable. This corrugated product eliminates the need to
store or dispose of wooden pallets. Our corrugated container products are used
by manufacturers of consumer goods to ship such diverse products as home
appliances, small machinery, grocery products, building products, automotive
products, books, and furniture, as well as numerous other applications.

   We have developed numerous specialty products and applications for
particular customers, which utilize processes such as die-cutting, folding,
gluing and color printing. We offer our customers total supply chain management
services that include on-site packaging, warehousing and outgoing logistics of
our customers' products, inventory management, vendor management, on-site labor
management and contract filling.

   Multiwall Bags.  We manufacture a full line of industrial and consumer
multiwall bags, ranging in size from one to 100 pounds. These products are
designed to ship a wide range of industrial and consumer products, including
fertilizers, chemicals, concrete, flour, sugar, feed, seed and pet foods,
primarily for the agricultural, chemical, building products and food industries.

Timber

   We purchased approximately 300,000 acres of timberland in the late 1800's
and the early 1900's to provide raw materials for our wooden barrel plants.
While no longer used as a source of raw materials, we still owned approximately
272,500 acres of timberland in the southeastern United States as of July 31,
2002. Our timber

                                      46

management is focused on the active harvesting and regeneration of our timber
properties to achieve sustainable long-term yields on our timberland. We seek
to maintain a consistent cutting schedule for the sale of timber within the
limits of market and weather conditions.

   This segment includes both the sale of timber, which is recorded as net
sales, and the sale of timberland, which is recorded in gain on sale of
timberland. The Timber segment generated net sales of $39.3 million and EBITDA
of $44.2 million for the twelve months ended July 31, 2002, including a $10.1
million gain on sale of timberland.

Marketing

   Our marketing strategy is to sell a broad range of industrial shipping
container and corrugated packaging products to marketers of industrial and
consumer products. In managing the marketing activities of our containerboard
mills, we seek to meet the quality and service needs of the customers of our
package converting plants at the most efficient cost, while balancing those
needs against the demands of our open market customers. Our converting plants
focus on supplying both specialized packaging with high value graphics that
enhance a product's market appeal and high-volume sales of commodity products.

   We seek to serve a broad customer base for each of our segments and as a
result serve thousands of accounts. Each plant has a sales force, and many have
product design engineers and other service professionals who are in close
contact with customers to respond to their specific needs. We complement the
local plants' marketing and service capabilities with regional and national
design and service capabilities. We also maintain national and, with respect to
industrial shipping containers, global sales offices. National account business
may be allocated to more than one plant because of production capability and
equipment requirements.

Raw Materials

   Steel, resin and paper are the principal raw materials for our Industrial
Shipping Container segment, and pulpwood, waste paper for recycling, and paper
are the principal raw materials for our Containerboard & Corrugated Products
segment. We satisfy virtually all of our need for these raw materials through
purchases on the open market or under short-term supply agreements. All of
these raw materials are purchased in highly competitive, price-sensitive
markets, which have historically exhibited price and demand cyclicality. From
time to time, some of these raw materials have been in short supply, but to
date these shortages have not had a significant effect on our operations.
However, we cannot assure you that this situation will continue to be the case
for any or all raw materials.

Competition

   The markets in which we sell our products are highly competitive and
comprised of many participants. Although no single company dominates, we face
significant competitors in each of our businesses. Our competitors include
large vertically integrated companies as well as numerous smaller companies.
The industries in which we compete are particularly sensitive to price
fluctuations caused by shifts in industry capacity and other cyclical industry
conditions. Other competitive factors include design, quality and service, with
varying emphasis depending on product line.

   In the industrial container shipping industry, we compete by offering a
comprehensive line of products on a global basis. In the containerboard and
corrugated products industry, we compete by concentrating on providing
value-added, higher-margin corrugated products to niche markets. In addition,
over the past several years we have closed higher cost facilities and otherwise
restructured our operations, which we believe has significantly improved our
cost competitiveness.

                                      47

Backlog

   Seasonal fluctuations in marketing, production, shipments and inventories of
our products are not significant. Because we supply a cross-section of
industries and must make spot deliveries on a day-to-day basis as our products
are required by our customers, we do not operate on a backlog to any
significant degree and maintain only a limited level of finished goods. Many
customers place their orders weekly for delivery during the week.

Research and Development

   Our research and development centers use state-of-the-art technology to
assist all levels of the manufacturing and sales processes, from raw materials
supply through finished packaging performance. Research programs have provided
improvements in many areas of our products, such as nestable plastic drums,
transportation protection products and other specialty corrugated products and
ro-con fibre drums. The technical staff conducts basic, applied and diagnostic
research, develops processes and products and provides a wide range of other
technical services.

   We actively pursue applications for patents on new inventions and designs
and attempt to protect our patents against infringement. Nevertheless, we
believe that our success and growth are more dependent on the quality of our
products and our relationships with our customers than on the extent of our
patent protection. We hold or are licensed to use certain patents, licenses,
trademarks and trade names on products. However, we do not consider that the
successful continuation of any material aspect of our business depends on such
intellectual property.

Employees

   We had approximately 10,000 employees as of July 31, 2002, of whom
approximately 4,000 were employees of our North American operations and the
remainder of whom were employees outside of North America. Of the North
American employees, approximately 58% are represented by collective bargaining
units. We believe that our employee relations are generally good. From time to
time we are in the process of bargaining with unions representing production
employees at a number of our operations. While the terms of these agreements
may vary, we believe that the material terms of our collective bargaining
agreements are customary for the industry and the type of facility, the
classification of the employees and the geographic location covered by such
agreements.

Properties

   We maintain manufacturing, warehouse, and research and development
facilities and sales offices in 41 countries throughout the world. Our
facilities are properly maintained and equipped with machinery suitable for
their use. Our manufacturing, warehouse, and research and development
facilities as of May 31, 2002, are summarized below:

                                                     Number of Facilities
                                                     ------------------
                                                     Total   Owned Leased
                                                     -----   ----- ------
                                                          
        North America
           Industrial shipping container facilities.   55      40    15
           Containerboard mills.....................    2       2     0
           Corrugated container facilities..........   21      19     2
           Warehouse facilities.....................   12       5     7
           Research and development facilities......    2       0     2

        Europe and Other
           Industrial shipping container facilities.   79      60    19
           Warehouse facilities.....................    2       1     1
           Research and development facilities......    1       1     0
                                                      ---     ---    --
               Total................................  174     128    46
                                                      ===     ===    ==

                                      48

Litigation

   We are a defendant in a number of lawsuits and claims arising out of the
conduct of our business. While we cannot predict with certainty the ultimate
results of such suits or proceedings, our management believes that the
resolution of these matters will not have a material adverse effect on our
consolidated financial results or results of operations.

Environmental Compliance

   Our operations are subject to extensive federal, state, local and foreign
laws, regulations, rules and ordinances relating to pollution, the protection
of the environment, the generation, storage, handling, transportation,
treatment, disposal and remediation of hazardous substances and waste materials
and numerous other environmental laws and regulations. In the ordinary course
of business, we are subject to periodic environmental inspections and
monitoring by governmental enforcement authorities. In addition, our production
facilities require environmental permits that are subject to revocation,
modification and renewal.

   In the past we have made significant capital expenditures to comply with
environmental matters, such as environmental control facilities, and from time
to time we have been cited for violations of environmental regulations.
However, none of these violations have involved sanctions of $100,000 or more.
Furthermore, we do not currently anticipate material capital expenditures for
environmental control facilities or for compliance with any other environmental
matters for the remainder of this year. However, we could incur significant
expenditures due to changes in environmental laws or regulations or the
discovery of new information, and in that case expenditures could have a
material adverse effect on our financial condition. It is difficult to predict
with certainty the amount of capital expenditures that will be required to
comply with future environmental laws and regulations.

   We are currently investigating and, in some cases, remediating soil and/or
groundwater that is or was contaminated by us or a third party at various sites
owned by us. We believe that the total costs to bring all of our company-owned
sites into compliance with applicable environmental laws will not be material
to the results of our operations. Furthermore, we have established reserves for
these environmental cleanup costs which, based on current information, we
believe will be sufficient to cover our potential liability.

   We also face potential liability as a result of releases, or threatened
releases, of hazardous substances into the environment from various sites owned
and operated by third parties at which company-generated wastes have allegedly
been deposited. Generators of hazardous substances sent to off-site disposal
locations at which environmental problems exist, as well as the owners of those
sites and certain other classes of persons (generally referred to as
"potentially responsible parties" or "PRPs"), are, in most instances, subject
to joint and several liability for response costs for the investigation and
remediation of such sites under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA") and analogous state laws,
regardless of fault or the lawfulness of the original disposal. We have
received notice that we are or may be a PRP at a number of federal and/or state
sites where response action may be required, and as a result may have joint and
several liability for cleanup costs at such sites. However, liability for
CERCLA sites is typically shared with other PRPs and costs are commonly
allocated according to relative amounts of waste deposited. Our relative
percentage of waste deposited at a majority of these sites is quite small. In
addition to participating in remediation of sites owned by third parties, we
have entered into consent orders for investigation and/or remediation of
certain company-owned properties. Except with respect to our steel drum plant
in Winfield, Kansas, to date we have been classified only as a "de minimus"
PRP. At the CERCLA site in Winfield, Kansas, we are responsible for
approximately one-third of the environmental cleanup costs. We believe our
environmental cleanup costs at this site will be approximately $750,000, which
was fully reserved on our financial statements as of July 31, 2002. To date, we
have not been subject, in any instance, to sanctions of $100,000 or more.

   Based on current information, we believe that the probable costs of the
remediation of company-owned property and response costs under CERCLA and
similar state laws will not have a material adverse effect on our financial
condition or results of operations. We believe that our liability for these
matters was adequately reserved as of July 31, 2002.

                                      49

                                  MANAGEMENT

   Our directors and executive officers are as follows:

Name                  Age Position
- ----                  --- --------
                    
Michael J. Gasser.... 51  Director, Chairman of the Board and Chief Executive Officer
William B. Sparks, Jr 61  Director, President and Chief Operating Officer
Charles R. Chandler.. 66  Director, Vice Chairman of the Board and President of Soterra LLC
Michael H. Dempsey... 45  Director
Naomi C. Dempsey..... 86  Director
Daniel J. Gunsett.... 53  Director
John C. Kane......... 62  Director
Robert C. Macauley... 78  Director
David J. Olderman.... 66  Director
John S. Lilak........ 55  Executive Vice President, Containerboard & Corrugated Products
Donald S. Huml....... 56  Chief Financial Officer
Maureen A. Conley.... 43  Senior Vice President, New Business Development
Gary R. Martz........ 44  Senior Vice President, General Counsel and Secretary
Michael L. Roane..... 46  Senior Vice President, Human Resources & Communications
Michael J. Barilla... 51  Vice President, Business Information Services
John K. Dieker....... 38  Vice President and Corporate Controller
Robert A. Young...... 47  Vice President and Director of Taxation
Sharon R. Maxwell.... 52  Assistant Secretary
Robert S. Zimmerman.. 30  Assistant Treasurer

   Michael J. Gasser, Director, Chairman of the Board of Directors and Chief
Executive Officer.  Mr. Gasser has been a director since 1991 and our Chairman
of the Board and Chief Executive Officer since 1994. He has been an executive
officer of our company since 1988, and joined our company in 1979. He is a
member of the Executive, Nominating and Stock Repurchase Committees. He is also
a director for Bob Evans Farms, Inc., a restaurant and food products company.

   William B. Sparks, Jr., Director, President and Chief Operating
Officer.  Mr. Sparks has been a director and our President and Chief Operating
Officer since 1995. Prior to that time, and for more than five years, Mr.
Sparks was Chief Executive Officer of Down River International, Inc., a former
subsidiary of our company. He is a member of the Executive Committee.

   Charles R. Chandler, Director, Vice Chairman of the Board and President of
Soterra LLC.  Mr. Chandler has been a director since 1987. He has been our Vice
Chairman of the Board since 1996. During 1999, Mr. Chandler also became
President of Soterra LLC, a subsidiary of our company. Prior to 1996, and for
more than five years, Mr. Chandler had been the President and Chief Operating
Officer of Virginia Fibre Corporation, a former subsidiary of our company. He
is a member of the Executive Committee. Mr. Chandler plans to retire as an
employee of our company on September 30, 2002, but he will continue to serve as
a director.

   Michael H. Dempsey, Director.  Mr. Dempsey has been a director since 1996.
He is an investor. Prior to 1997, and for more than five years, he had been the
President of Kuschall of America, a wheelchair manufacturing company. He is a
member of the Compensation, Executive and Stock Option Committees. Mr. Dempsey
is the son of Naomi C. Dempsey.

   Naomi C. Dempsey, Director.  Mrs. Dempsey has been a director since 1995.
She is an investor. She is a member of the Nominating Committee. Mrs. Dempsey
is the mother of Michael H. Dempsey.

   Daniel J. Gunsett, Director.  Mr. Gunsett has been a director since 1996.
For more than five years, he has been a partner with the law firm of Baker &
Hostetler LLP. He is a member of the Audit, Compensation,

                                      50

Executive, Nominating, Stock Option and Stock Repurchase Committees. In the
past, we have retained Baker & Hostetler LLP to perform legal services on our
behalf, and that firm is representing us on certain legal matters regarding the
issuance of the notes. See "Certain Relationships and Related Party
Transactions" and "Legal Matters."

   John C. Kane, Director.  Mr. Kane has been a director since 1999. Prior to
2001 and for more than five years, he was a director and President and Chief
Operating Officer of Cardinal Health, Inc., a healthcare services company. He
is a member of the Audit, Compensation and Stock Option Committees. He is also
a director of Connetics Corporation, a biopharmaceutical company.

   Robert C. Macauley, Director.  Mr. Macauley has been a director since 1979.
He is an investor. He is the founder of AmeriCares Foundation. Prior to 1998,
and for more than five years, he had been the Chief Executive Officer of
Virginia Fibre Corporation, a former subsidiary of the Company.

   David J. Olderman, Director.  Mr. Olderman has been a director since 1996.
He is an investor. Prior to 1997, and for more than five years, he had been
Chairman, owner and Chief Executive Officer of Carret and Company, Inc., an
investment consulting firm. He is a member of the Audit, Compensation and Stock
Option Committees.

   John S. Lilak, Executive Vice President, Containerboard & Corrugated
Products.  Mr. Lilak has served as Executive Vice President, Containerboard &
Corrugated Products, since joining our company in 1999. Mr. Lilak will become
the President of Soterra LLC upon Mr. Chandler's retirement. From 1997 to 1999,
Mr. Lilak served as General Sales and Marketing Manager, Kraft Paper and Board
Division, for Union Camp Corporation. Prior to that time, and for more than
five years, he served as Group General Manager, Container Division, of Union
Camp.

   Donald S. Huml, Chief Financial Officer.  Mr. Huml has served as Chief
Financial Officer since joining our company in April 2002. From 1994 until
joining our company, he served as Senior Vice President, Finance, and Chief
Financial Officer of Snap-on Incorporated, a global developer, manufacturer and
marketer of tools and equipment.

   Maureen A. Conley, Senior Vice President, New Business Development.  Ms.
Conley has served as Senior Vice President, New Business Development, since
joining our company in 2000. Prior to that time, she served as a senior
management consultant for IBM Global Services for almost three years. During
1998, she was Director of Corporate Development for BioCrystal Limited, a
biotechnical company. Prior to that time, and for more than five years, she
served as Director of Administrative Services for the City of Columbus, Ohio.

   Gary R. Martz, Senior Vice President, General Counsel and Secretary.  Mr.
Martz has served as Senior Vice President and General Counsel since joining our
company in January 2002, and has served as Secretary since June 2002. Prior to
that time, and for more than five years, he served as a partner in the law firm
of Baker & Hostetler LLP.

   Michael L. Roane, Senior Vice President, Human Resources and
Communications.  Mr. Roane has served as Senior Vice President, Human Resources
since joining our company in 1998. Prior to that time, and for more than five
years, Mr. Roane served as Vice President, Human Resources, for Owens and
Minor, Inc., a medical/surgical supply company.

   Michael J. Barilla, Vice President, Business Information Service.  Mr.
Barilla has served as Vice President, Business Information Services, since
joining our company in 1999. From 1997 to 1999, Mr. Barilla served as a Senior
Consultant for IBM Corporation. Prior to 1997, and for more than five years, he
served as Chief Financial Officer of Medex, Inc.

   John K. Dieker, Vice President and Corporate Controller.  Mr. Dieker has
served as Vice President and Corporate Controller since his election in 1996.
Mr. Dieker joined our company in 1992.

                                      51

   Robert A. Young, Vice President and Director of Taxation.  Mr. Young has
served as Vice President and Director of Taxation since December 2001. From
1999 to 2001, Mr. Young served as our Director of Taxes. Prior to that time,
and for more than five years, he was the Tax Manager of Consolidated Papers,
Inc.

   Sharon R. Maxwell, Assistant Secretary.  Ms. Maxwell has served as Assistant
Secretary since 1997. Prior to that time, and for more than five years, she
served as administrative assistant to the Chairman. Ms. Maxwell joined our
company in 1967.

   Robert S. Zimmerman, Assistant Treasurer.  Mr. Zimmerman has served as
Assistant Treasurer since September 2001. From 1999 until joining our company,
he served as Treasury Manager at Mettler-Toledo International, Inc. From 1997
to 1998, he was a Risk Advisor at Bank One. Prior to 1997, and for more than
five years, Mr. Zimmerman served as a Portfolio Analyst at Chase Manhattan
Mortgage Corporation.

                                      52

                            EXECUTIVE COMPENSATION

Executive Compensation Matters

   The following table sets forth the compensation for the three years ended
October 31, 2001, for our chief executive officer and our four other most
highly compensated executive officers:

                                                                                            Long-term
                                       Annual Compensation                                Compensation
                                       ------------------                                 -------------
                                                                                            Number of
                                                               Deferred                   Stock Options
         Name & Position          Year  Salary   Bonus (1) Compensation (2) All Other (3)    Granted
         ---------------          ---- --------  --------- ---------------- ------------- -------------
                                                                        
Michael J. Gasser                 2001 $568,351  $301,600                     $  2,970       35,000
    Chairman and Chief Executive  2000 $510,090  $298,403                     $  3,000       28,000
   Officer                        1999 $486,667  $171,378                     $  4,513       25,000

Charles R. Chandler               2001 $346,037  $126,689      $193,554       $  5,340          -0-
    Vice Chairman and President   2000 $492,609  $221,675      $312,121       $  6,544       16,000
   of Soterra LLC                 1999 $470,174  $165,623      $325,757       $ 14,034       16,000

John S. Lilak
    Executive Vice President,     2001 $274,342  $112,000                     $  3,750       12,500
    Containerboard & Corrugated   2000 $246,045  $110,720                     $162,576       12,500
    Products                      1999 $ 78,333  $ 59,792                     $  2,009       10,000

Joseph W. Reed                    2001 $263,677  $120,000                     $  1,980          -0-
    Senior Vice President (4)     2000 $247,054  $111,175                     $  1,980       10,000
                                  1999 $235,802  $ 83,063                     $  2,415        5,000

William B. Sparks, Jr             2001 $413,191  $184,801                     $  3,679       20,000
    President and Chief Operating 2000 $379,132  $187,671                     $  4,134       17,000
   Officer                        1999 $361,834  $127,470                     $  6,300       16,000

- --------
(1) Cash bonuses are paid pursuant to a discretionary bonus plan implemented by
    the Compensation Committee of the Board of Directors which links the
    payment of bonuses to the achievement of predetermined return on asset
    thresholds.
(2) Mr. Chandler's deferred compensation is paid in accordance with his
    deferred compensation contract we entered into with him in June 1992. This
    contract will supplement Mr. Chandler's retirement benefits under the Greif
    Bros. Riverville Mill's defined benefit pension plan (the "Riverville Mill
    Plan"). The annual amounts payable to Mr. Chandler or his surviving spouse
    under this contract will be reduced by the amounts he receives under the
    Riverville Mill Plan. Mr. Chandler's estimated accrued benefits under this
    contract is currently $339,290 per year for 10 years and $234,103 per year
    for an additional five years.
(3) For 2001, the dollar amount in the all other category relates to our
    company's match for the 401(k) plan and premiums paid for life insurance.
(4) Mr. Reed retired as an employee of our company on September 15, 2002.

   Mr. Gasser has an employment agreement principally providing for his
employment as Chairman and Chief Executive Officer until 2010; his right to
extend his employment on a year-to-year basis until age of 65; and the fixing
of his minimum basic salary. The minimum basic salary is currently fixed at
$470,000 per year.

   Mr. Sparks has an employment agreement principally providing for his
employment as President and Chief Operating Officer until 2006; and the fixing
of the minimum basic salary. The minimum basic salary is currently fixed at
$350,000 per year.

                                      53

   The following table sets forth certain information with respect to options
to purchase Class A Common Stock granted during the fiscal year ended October
31, 2001 to each of the named executive officers:

                                                                           Potential Net Realizable
                                                                           Value at Assumed Annual
                                                                           Rates of Stock Price
                                                                           Appreciation For Option
                                          Individual Grants                       Term
                                   -------------------------------         ------------------------
                                   Percent of Total
                        Number of  Options Granted
                         Options   to Employees in  Exercise Price  Date
Name                   Granted (1)   Fiscal Year      Per Share    Expires  5%(2)        10%(2)
- ----                   ----------- ---------------- -------------- -------  --------    ----------
                                                                     
Michael J. Gasser.....   35,000           8%            $30.59     9/5/11  $673,326    $1,706,340
John S. Lilak.........   12,500           3%            $30.59     9/5/11  $240,474    $  609,407
William B. Sparks, Jr.   20,000           4%            $30.59     9/5/11  $384,758    $  975,052

- --------
(1) The options are exercisable on September 5, 2003.
(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.

   The following table sets forth certain information with the respect to the
exercise of options to purchase Class A Common Stock during the fiscal year
ended October 31, 2001, and the unexercised options held and the value thereof
at that date, by each of the named executive officers:

                                          Number of Unexercised     Value of In-The-Money
                                        Options Held at Year-End  Options Held at Year-End
                                        ------------------------- -------------------------
                       Shares   Value
                      Acquired Realized
                         On      Upon
                      Exercise Exercise Exercisable Unexercisable Exercisable Unexercisable
                      -------- -------- ----------- ------------- ----------- -------------
                                                            
Michael J. Gasser....   -0-      $-0-     130,000      63,000       $13,750       $-0-
Charles R. Chandler..   -0-      $-0-      81,000      16,000       $ 8,800       $-0-
John S. Lilak........   -0-      $-0-      10,000      25,000       $ 5,500       $-0-
Joseph W. Reed.......   -0-      $-0-      26,000      10,000       $ 2,750       $-0-
William B. Sparks, Jr   -0-      $-0-      81,000      37,000       $ 8,800       $-0-

   The following table illustrates the amount of annual pension benefits for
eligible employees upon retirement on the specified remuneration and years of
service classifications under our defined benefit pension plan:

                               Annual Benefit for Years of Service
                               -----------------------------------
                  Remuneration   15       20       25       30
                  ------------ -------  -------  -------  -------
                                              
                    $300,000.. $28,000  $37,333  $46,667  $56,000
                    $600,000.. $28,000  $37,333  $46,667  $56,000
                    $900,000.. $28,000  $37,333  $46,667  $56,000

   The following table sets forth certain information with respect to the
benefits under the defined benefit pension plans of our company and Greif Bros.
Riverville Mill for each of the named executive officers:

                                                                 Estimated annual
                                  Remuneration                     benefit under
                        Credited    used for    Estimated annual   supplemental
                        years of calculation of  benefit under      retirement
Name of individual      service  annual benefit retirement plan  benefit agreement
- ------------------      -------- -------------- ---------------- -----------------
                                                     
Michael J. Gasser......    22       $778,830        $41,067          $158,833
Charles R. Chandler (1)    29       $219,224        $63,575          $    -0-
John S. Lilak..........     2       $256,411        $ 3,733          $  2,250
Joseph W. Reed.........     4       $353,590        $ 7,467          $ 40,000(2)
William B. Sparks, Jr..     7       $551,366        $13,067          $ 31,962

- --------
(1) Defined benefit pension plan of Greif Bros. Riverville Mill.
(2) Individual supplemental employee retirement benefits.

                                      54

   Our pension plan is a defined benefit pension plan with benefits based upon
the average of the three consecutive highest-paying years of salary and bonus
and upon years of credited service up to 30 years.

   Supplementing the pension benefits of our pension plan, a supplemental
retirement benefit agreement has been entered into with a select group of
management and highly compensated employees to replace any benefits that the
executive would otherwise receive if not for limitations imposed by the
Internal Revenue Code of 1986.

   The annual retirement benefits under the defined benefit pension plan of
Greif Bros. Riverville Mill 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 is subject to offset
because of the receipt of Social Security benefits or otherwise.

Director Compensation Matters

   No directors fees are paid to directors who are full-time employees of our
company or our subsidiary companies. Directors who are not our employees
receive a retainer of $30,000 per year, plus $1,500 for each board meeting and
$1,250 for each committee meeting attended. Committee chairs also receive an
additional fee of $4,000 per year. Directors may defer all or a portion of
their fees pursuant to a deferred compensation plan.

   Under our Directors' Stock Option Plan, each outside director is granted an
annual option to purchase 2,000 shares of our Class A Common Stock immediately
following each annual meeting of stockholders. Options are granted at an
exercise price equal to the market value of the Class A Common Stock on the
date the options are granted. Options are immediately exercisable. In 2001,
options to purchase a total of 10,000 shares of Class A Common Stock were
granted to outside directors at an exercise price of $27.375 per share. Options
expire ten years after the date of grant.

Compensation Committee Interlocks and Insider Participation

   John C. Kane, David J. Olderman, Michael H. Dempsey and Daniel J. Gunsett
served as members of our Compensation Committee for the 2001 fiscal year.
During fiscal 2001, as well as in the current year, we retained the law firm of
Baker & Hostetler LLP to perform legal services on our behalf, including
representing us on certain legal matters regarding the issuance of the notes.
Mr. Gunsett is a partner of Baker & Hostetler LLP. See "Legal Matters."

   None of our executive officers served during the 2001 fiscal year as a
member of a compensation committee or as a director of any entity of which any
of our directors served as an executive officer.

                                      55

             CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   During our 2001 fiscal year, as well as the current fiscal year, we retained
the law firm of Baker & Hostetler LLP to perform legal services on our behalf,
including representing us on certain legal matters regarding the issuance of
the notes. Daniel J. Gunsett, a partner of that firm, is one of our directors
and a member of the Audit, Compensation, Executive, Nominating, Stock Option,
and Stock Repurchase Committees. See "Legal Matters."

   In February 1999, our Board of Directors authorized a stock repurchase
program which provides for both open-market and privately negotiated stock
repurchases of our Class A and Class B Common Stock. In accordance with this
program, during our 2001 fiscal year we repurchased 24,500 shares of Class B
Common Stock at a total purchase price of $672,000 from the John C. Dempsey
Trust, and during the current fiscal year we have repurchased 50,000 shares of
Class B Common Stock at a total purchase price of $1,608,800 from this trust.
Michael H. Dempsey, a director of our company, is the trustee and a beneficiary
of this trust. The purchase prices for these repurchases were determined by a
formula based upon the average of the high and low sale prices for the Class B
Common Stock on the Nasdaq Market during the 30 calendar days immediately
preceding the date of each respective sale.

   Prior to the enactment of the Sarbanes-Oxley Act of 2002, from time to time
we made loans to employees, including our executive officers. The following
table summarizes the activity related to loans to our executive officers during
the period from November 1, 2000 to August 31, 2002.

                               Principal
                              Balance at     New
                              November 1, Principal Principal   Balance at
   Name of Debtor                2000     Advances    Paid    August 31, 2002
   --------------             ----------- --------- --------- ---------------
                                                  
   Charles R. Chandler (1)...  $306,972   $    -0-  $306,972     $    -0-
   Michael J. Gasser (2).....   119,973        -0-    39,612       80,361
   Donald S. Huml (3)........       -0-    306,186       -0-      306,186
   Sharon R. Maxwell (4).....    92,073        -0-     5,491       86,582
   William B. Sparks, Jr. (5)   345,759        -0-    41,413      304,346
                               --------   --------  --------     --------
                               $864,777   $306,186  $393,488     $777,475
                               ========   ========  ========     ========

- --------
(1) The loan is secured by a first mortgage on a house and lot in Ohio and
    interest is payable at 5% per annum.
(2) The loan is secured by 5,599 shares of our Class B Common Stock and a first
    mortgage on a house and lot in Ohio. Interest is payable at 3% per annum.
(3) Under the then-existing benefits of our relocation program, Donald S. Huml
    received a short-term advance on June 27, 2002, in the amount of $305,000
    for his purchase of a house in connection with his joining our Company.
    This advance is payable upon the earlier of the closing of the sale of his
    previous home or 120 days from the date of the advance.
(4) The loan is secured by a first mortgage on a house and lot in Ohio and
    interest is payable at 7 1/4% per annum.
(5) The loan is secured by 6,248 shares of our Class B Common Stock and 1,000
    shares of our Class A Common Stock. Interest is payable at 3% per annum. An
    additional loan is secured by a first mortgage on a house and lot in Ohio
    with interest payable at 5% per annum.

   In accordance with the Sarbanes-Oxley Act of 2002, we will no longer extend
or maintain credit, or arrange for the extension of credit, or renew an
extension of credit, in the form of a personal loan to or for any of our
directors or executive officers, other than an extension of credit in existence
on the date of the enactment of the Sarbanes-Oxley Act.

                                      56

                     DESCRIPTION OF SENIOR CREDIT FACILITY

Amended and Restated Senior Credit Facility

  General

   On August 23, 2002, we entered into an amended and restated senior secured
credit agreement with a syndicate of financial institutions, as lenders,
Salomon Smith Barney Inc., as joint lead arranger and sole book-runner,
Citicorp North America, Inc., as administrative agent, Deutsche Bank Trust
Company Americas and KeyBank National Bank Association, as co-syndication
agents, Sun Trust Bank, as documentation agent, and Deutsche Bank Securities,
Inc. as joint lead arranger. Certain of our foreign subsidiaries are also
borrowers under the amended and restated senior credit facility.

   The amended and restated senior credit facility consists of a $300 million
term loan and a $250 million revolving multicurrency credit facility. The term
loan periodically reduces through its maturity date of August 23, 2009. In
addition, we are required to make mandatory prepayments under certain
conditions. The revolving credit facility matures on February 28, 2006. The
interest component of this facility has three base rates, a Eurocurrency rate,
an alternate base rate and an overnight rate, depending on the type of loan,
plus a margin which depends on the type of loan. The Eurocurrency rate is
determined by the currency in which the loan is denominated (i.e., U.S. $,
Euros, Australian Dollars, etc.). We are required to pay a commitment fee each
quarter based upon the total unused commitment amount and upon our leverage
ratio.

   The amended and restated senior credit facility is guaranteed by our
domestic subsidiaries. The repayment of this facility is secured by a first
priority lien (subject to permitted encumbrances) on substantially all of our
and each guarantor's personal property and certain of our and each guarantor's
real property, all capital stock of the guarantors and, in part, the capital
stock of the foreign subsidiary borrowers and any intercompany notes payable to
them.

  Covenants

   The amended and restated senior credit facility requires us to meet certain
financial tests, including, but not limited to, maximum leverage and minimum
interest coverage ratios. In addition, the amended and restated senior credit
facility contains certain covenants which, among other things, limit the
incurrence of additional debt, guarantees, liens, investments, asset sales,
dividends, restricted payments, acquisitions, mergers and consolidations,
change of business, transactions with affiliates, prepayments, repurchases and
redemptions of certain other indebtedness and other matters customarily
restricted in such agreements.

  Events of Default

   The amended and restated senior credit facility contains events of default,
including nonpayment of principal, interest and fees, violation of covenants,
inaccuracy of representations or warranties in any material respect, cross
default and cross acceleration to certain other indebtedness, bankruptcy,
ERISA, environmental matters, material judgments and material liabilities and
change of control.

                                      57

                              THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

   On July 31, 2002, we sold $250 million in aggregate principal amount at
maturity of the outstanding original notes (the "original notes" or the
"outstanding notes") in a private placement. The original notes were sold to
the initial purchasers who in turn resold the notes to a limited number of
"Qualified Institutional Buyers," as defined under the Securities Act. In
connection with the sale of the outstanding notes, we and the initial
purchasers entered into a registration rights agreement. Under the registration
rights agreement, we have agreed to file a registration statement regarding the
exchange of the outstanding notes for new exchange notes which are registered
under the Securities Act. We have also agreed to use our best efforts to cause
the registration statement to become effective with the SEC, and we have agreed
to conduct this exchange offer after the registration statement is declared
effective. We will use our best efforts to keep this registration statement
continuously effective during the one-year period following the closing of the
exchange offer. You are a holder with respect to the exchange offer if you are
a person in whose name any outstanding notes are registered on our books or any
person who has obtained a properly completed assignment of outstanding notes
from the registered holder.

   We are making the exchange offer to comply with our obligations under the
registration rights agreement. A copy of the registration rights agreement has
been filed as an exhibit to the registration statement of which this prospectus
is a part.

   In order to participate in the exchange offer, you must represent to us,
among other things, that:

  .  you are acquiring the exchange notes under the exchange offer in the
     ordinary course of your business;

  .  you are not engaged in, and do not intend to engage in, a distribution of
     the exchange notes;

  .  you do not have any arrangement or understanding with any person to
     participate in the distribution of the exchange notes;

  .  you are not a broker-dealer tendering outstanding notes acquired directly
     from us for your own account;

  .  you are not one of our "affiliates," as defined in Rule 405 of the
     Securities Act; and

  .  you are not prohibited by law or any policy of the SEC from participating
     in the exchange offer.

Resale of the Exchange Notes

   Based on a previous interpretation by the Staff of the SEC set forth in
no-action letters issued to third parties, including Exxon Capital Holdings
Corporation (available May 13, 1988) and Morgan Stanley & Co. Incorporated
(available June 5, 1991), we believe that the exchange notes issued in the
exchange offer may be offered for resale, resold and otherwise transferred by
you, except if you are an affiliate of us, without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that the representations set forth in "--Purpose and Effect of the Exchange
Offer" apply to you.

   If you tender in the exchange offer with the intention of participating in a
distribution of the exchange notes, you cannot rely on the interpretation by
the Staff of the SEC as set forth in the Morgan Stanley & Co. Incorporated
no-action letter and other similar letters, and you must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction. If our belief regarding resale
is inaccurate, those who transfer exchange notes in violation of the prospectus
delivery provisions of the Securities Act and without an exemption from
registration under the federal securities laws may incur liability under these
laws. We do not assume or indemnify you against this liability.

   The exchange offer is not being made to, nor will we accept surrenders for
exchange from, holders of outstanding notes in any jurisdiction in which the
exchange offer or the acceptance thereof would not be in

                                      58

compliance with the securities or blue sky laws of the particular jurisdiction.
Each broker-dealer that receives exchange notes for its own account in exchange
for outstanding notes, where the outstanding notes were acquired by that
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of the exchange notes. See "Plan of Distribution." In order to
facilitate the disposition of exchange notes by broker-dealers participating in
the exchange offer, we have agreed, subject to specific conditions, to make
this prospectus, as it may be amended or supplemented from time to time,
available for delivery by those broker-dealers to satisfy their prospectus
delivery obligations under the Securities Act. Any holder that is a
broker-dealer participating in the exchange offer must notify the exchange
agent at the telephone number set forth in the enclosed letter of transmittal
and must comply with the procedures for broker-dealers participating in the
exchange offer. We have not entered into any arrangement or understanding with
any person to distribute the exchange notes to be received in the exchange
offer.

Terms of the Exchange Offer

   This prospectus and the accompanying letter of transmittal together
constitute the exchange offer. Upon the terms and subject to the conditions set
forth in this prospectus and in the letter of transmittal, we will accept for
exchange outstanding notes which are properly tendered on or before the
expiration date and are not withdrawn as permitted below. The expiration date
for this exchange offer is 5:00 p.m., New York City time, on November 22, 2002,
or such later date and time to which we, in our sole discretion, extend the
exchange offer; provided, however, that the latest time and date to which we
can extend the exchange offer is 5:00 p.m., New York City time, on December 9,
2002.

   As of the date of this prospectus, $250.0 million in aggregate principal
amount at maturity of the original notes are outstanding. This prospectus,
together with the letter of transmittal, is being sent to all registered
holders of the original notes on this date. There will be no fixed record date
for determining registered holders of the original notes entitled to
participate in the exchange offer; however, holders of the original notes must
tender their certificates therefor or cause their original notes to be tendered
by book-entry transfer before the expiration date of the exchange offer to
participate.

   The form and terms of the new notes being issued in the exchange offer are
the same as the form and terms of the old securities, except that:

  .  the exchange notes being issued in the exchange offer will have been
     registered under the Securities Act;

  .  the exchange notes being issued in the exchange offer will not bear the
     restrictive legends restricting their transfer under the Securities Act;
     and

  .  the exchange notes being issued in the exchange offer will not contain the
     registration rights and liquidated damages provisions contained in the old
     securities.

   Outstanding capital securities being tendered in the exchange offer must be
in denominations of the principal amount of $1,000 and integral multiples of
that amount.

   We intend to conduct the exchange offer in accordance with the provisions of
the registration rights agreement and applicable federal securities laws.
Original notes that are not tendered for exchange under the exchange offer will
remain outstanding and will be entitled to the rights under the related
indenture. Any original notes not tendered for exchange will not retain any
rights under the registration rights agreement and will remain subject to
transfer restrictions. See "--Consequences of Failure to Exchange."

   We will be deemed to have accepted validly tendered outstanding notes when,
as and if we will have given oral or written notice of its acceptance to the
exchange agent. The exchange agent will act as agent for the tendering holders
for the purposes of receiving the exchange notes from us. If any tendered
outstanding notes are not accepted for exchange because of an invalid tender,
the occurrence of other events set forth in this

                                      59

prospectus, or otherwise, certificates for any unaccepted outstanding notes
will be returned, or, in the case of outstanding notes tendered by book-entry
transfer, those unaccepted outstanding notes will be credited to an account
maintained with The Depository Trust Company, without expense to the tendering
holder of those outstanding notes as promptly as practicable after the
expiration date of the exchange offer. See "--Procedures for Tendering."

   Those who tender outstanding notes in the exchange offer will not be
required to pay brokerage commission or fees or, subject to the instruction in
the letter of transmittal, transfer taxes with respect to the exchange under
the exchange offer. We will pay all charges and expenses, other than applicable
taxes described below, in connection with the exchange offer. See "--Fees and
Expenses."

Expiration Date; Extensions, Amendments

   The expiration date is 5:00 p.m., New York City time on November 22, 2002,
unless we, in our sole discretion, extend the expiration date of the exchange
offer, in which case, the expiration date will be the latest date and time to
which the exchange offer may be extended; provided, however, that the latest
time and date to which we can extend the exchange offer is 5:00 p.m., New York
City time, on December 9, 2002. We may, in our sole discretion, terminate the
exchange offer.

   To extend the expiration date, we will notify the exchange agent of any
extension by oral or written notice prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled expiration date, and we
will notify the holders of outstanding notes, or cause them to be notified, by
making a public announcement of the extension, as promptly as practicable
thereafter. Such notification may state that we are extending this exchange
offer for a specified period of time, but in no event later than December 9,
2002.

   We reserve the right (1) to refuse to accept any outstanding notes, to
extend the expiration date of this exchange offer or to terminate this exchange
offer and not accept any outstanding notes for exchange if any of the
conditions set forth herein under "--Conditions to the Exchange Offer" shall
not have been satisfied or waived by us prior to the expiration date, by giving
oral or written notice of such delay, extension or termination to the exchange
agent; or (2) to amend the terms of this exchange offer in any manner deemed by
us to be advantageous to the holders of the outstanding notes. Any such refusal
in acceptance, extension, termination or amendment will be followed as promptly
as practicable by oral or written notice thereof to the exchange agent. If this
exchange offer is amended in a manner determined by us to constitute a material
change, we will promptly disclose such amendment in a manner reasonably
calculated to inform the holders of the outstanding notes of such amendment.

   Without limiting the manner in which we may choose to make a public
announcement of any delay, extension, amendment or termination of the exchange
offer, we will have no obligation to publish, advertise or otherwise
communicate that public announcement, other than by making a timely release to
an appropriate news agency.

Conditions to the Exchange Offer

   Without regard to other terms of the exchange offer, we are not required to
accept for exchange, or to issue exchange notes in the exchange offer for, any
outstanding notes and we may terminate or amend the exchange offer, if at any
time before the acceptance of outstanding notes for exchange, if:

  .  any federal law, statute, rule or regulation is proposed, adopted or
     enacted which, in our judgment, might reasonably be expected to impair our
     ability to proceed with the exchange offer;

  .  any action or proceeding is instituted or threatened in any court or by or
     before any governmental agency with respect to the exchange offer that, in
     our judgment, might impair our ability to proceed with the exchange offer;

                                      60

  .  any stop order is threatened or in effect with respect to the registration
     statement of which this prospectus constitutes a part or the qualification
     of the indenture under the Trust Indenture Act of 1939;

  .  any governmental approval or approval by holders of the outstanding notes
     has not been obtained if we, in our reasonable judgment, deem this
     approval necessary for the consummation of the exchange offer; or

  .  there occurs a change in the current interpretation by the Staff of the
     SEC which permits the exchange notes to be issued in the exchange offer to
     be offered for resale, resold and otherwise transferred by the holders of
     the exchange notes, other than broker-dealers and any holder which is an
     "affiliate" of ours within the meaning of Rule 405 under the Securities
     Act, without compliance with the registration and prospectus delivery
     provisions of the Securities Act, provided that the exchange notes
     acquired in the exchange offer are acquired in the ordinary course of that
     holder's business and that holder has no arrangement or understanding with
     any person to participate in the distribution of the exchange notes to be
     issued in the exchange offer.

   The preceding conditions are for our sole benefit and we may assert them
regardless of the circumstances giving rise to any such condition. The failure
by us at any time to exercise any of the foregoing rights shall not be deemed a
waiver of any such right, and each such right shall be deemed an ongoing right
which may be asserted any time and from time to time by us. If we determine
that any of these conditions is not satisfied, we may:

  .  refuse to accept any outstanding notes and return all tendered outstanding
     notes to the tendering holders, or, in the case of outstanding notes
     tendered by book-entry transfer, credit those outstanding notes to an
     account maintained with The Depository Trust Company ("DTC");

  .  extend the expiration date of the exchange offer and retain all
     outstanding notes tendered before the expiration date of the exchange
     offer, subject, however, to the rights of the holders who have tendered
     the outstanding notes to withdraw their outstanding notes; or

  .  waive unsatisfied conditions with respect to the exchange offer and accept
     all properly tendered outstanding notes that have not been withdrawn. If
     the waiver constitutes a material change to the exchange offer, we will
     promptly disclose the waiver by means of a prospectus supplement that will
     be distributed to the registered holders of the outstanding notes, and we
     will extend the exchange offer for a period of up to ten business days,
     depending on the significance of the waiver and the manner of disclosure
     of the registered holders of the outstanding notes, if the exchange offer
     would otherwise expire during this period.

Procedures for Tendering

   To effectively tender outstanding notes held in physical form, a holder of
the outstanding notes must complete, sign and date the letter of transmittal,
or a facsimile thereof, have the signatures thereon guaranteed if required by
the letter of transmittal, and mail or otherwise deliver such letter of
transmittal or a facsimile thereof, together with the certificates representing
such outstanding notes and any other required documents, to the exchange agent
prior to 5:00 p.m., New York City time, on the expiration date.

   A holder may also, in lieu of the above, deposit outstanding notes held in
physical form with DTC and make a book-entry transfer as set forth below.

   To effectively tender outstanding notes by book-entry transfer to the
account maintained by the exchange agent at DTC, holders of outstanding notes
may request a DTC participant to, on their behalf, in lieu of physically
completing and signing the letter of transmittal and delivering it to the
exchange agent, electronically transmit their acceptance through DTC's
Automated Tender Offer Program ("ATOP"), and DTC will then edit and verify the
acceptance and send an agent's message (an "Agent's Message") to the exchange
agent for its acceptance. An Agent's Message is a message transmitted by DTC
to, and received by, the exchange agent and forming a part of the Book-Entry
Confirmation (as defined below), which states that DTC has received an express
acknowledgment from the DTC participant tendering outstanding notes on behalf
of the holder of such

                                      61

outstanding notes that such DTC participant has received and agrees to bound by
the terms and conditions of the exchange offer as set forth in this prospectus
and the related letter of transmittal and that we may enforce such agreement
against such participant. Certificates representing outstanding notes, or a
timely confirmation of a book-entry transfer of the outstanding notes into the
exchange agent's account at DTC (a "Book-Entry Confirmation"), pursuant to the
book-entry transfer procedures described below, as well as either a properly
completed and duly executed consent and letter of transmittal (or manually
signed facsimile thereof), or an Agent's Message pursuant to DTC's ATOP system,
and any other documents required by the letter of transmittal, must be mailed
or delivered to the exchange agent on or prior to 5:00 p.m., New York City
time, on the expiration date of the exchange offer.

   Holders of outstanding notes whose certificates for outstanding notes are
not lost but are not immediately available or who cannot deliver their
certificates and all other documents required by the letter of transmittal to
the exchange agent on or prior to the expiration date, or who cannot complete
the procedures for book-entry transfer on or prior to the expiration date, may
tender their outstanding notes according to the guaranteed delivery procedures
set forth in "--The Exchange Offer--Guaranteed Delivery Procedures" section of
this prospectus.

   The method of delivery of the letter of transmittal, any required signature
guarantees, the outstanding notes and all other required documents, including
delivery of outstanding notes through DTC, and transmission of an Agent's
Message through DTC's ATOP system, is at the election and risk of the tendering
holders, and the delivery will be deemed made only when actually received or
confirmed by the exchange agent. If outstanding notes are sent by mail, it is
suggested that the mailing be registered mail, properly insured, with return
receipt requested, made sufficiently in advance of the expiration date, as
desired, to permit delivery to the exchange agent prior to 5:00 p.m. on the
expiration date. Holders tendering outstanding notes through DTC's ATOP system
must allow sufficient time for completion of the ATOP procedures during the
normal business hours of DTC on such respective date.

   No outstanding notes, letters of transmittal, Agent's Messages or other
required documents should be sent to us. Delivery of all outstanding notes,
letters of transmittal, Agent's Messages and other documents must be made to
the exchange agent. Holders may also request their respective brokers, dealers,
commercial banks, trust companies or nominees to effect such tender for such
holders.

   The tender by a holder of outstanding notes will constitute an agreement
between such holder and us in accordance with the terms and subject to the
conditions set forth herein and in the letter of transmittal. Holders of
outstanding notes registered in the name of a broker, dealer, commercial bank,
trust company or other nominee who wish to tender must contact such registered
holder promptly and instruct such registered holder how to act on such
non-registered holder's behalf.

   Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (each an "Eligible Institution") unless the
outstanding notes tendered pursuant thereto are tendered (1) by a registered
holder of outstanding notes who has not completed the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on the letter of
transmittal or (2) for the account of an Eligible Institution.

   If a letter of transmittal is signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such person should so indicate when
signing, and, unless waived by us, evidence satisfactory to us of their
authority to so act must be submitted with such letter of transmittal.

   All questions as to the validity, form, eligibility, time of receipt and
withdrawal of the tendered outstanding notes will be determined by us in our
sole discretion, which determination will be final and binding. We reserve

                                      62

the absolute right to reject any and all outstanding notes not validly tendered
or any outstanding notes which, if accepted, would, in the opinion of our
counsel, be unlawful. We also reserve the absolute right to waive any
irregularities or conditions of tender as to particular outstanding notes. Our
interpretation of the terms and conditions of this exchange offer, including
the instructions in the letter of transmittal, will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with
tenders of outstanding notes must be cured within such time as we shall
determine. None of us, the exchange agent, or any other person shall be under
any duty to give notification of defects or irregularities with respect to
tenders of outstanding notes, nor shall any of them incur any liability for
failure to give such notification. Tenders of outstanding notes will not be
deemed to have been made until such irregularities have been cured or waived.
Any outstanding notes received by the exchange agent that are not validly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned without cost to such holder by the exchange agent,
unless otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date of the exchange offer.

   We reserve the right, in our sole discretion, to purchase or make offers for
any outstanding notes after the expiration date of the exchange offer, from
time to time, through open market or privately negotiated transactions, one or
more additional exchange or tender offers, or otherwise, as permitted by law,
the indenture and our other debt agreements. Following consummation of this
exchange offer, the terms of any such purchases or offers could differ
materially from the terms of this exchange offer.

   By tendering, each holder will represent to us that, among other things, the
person acquiring the exchange notes in the exchange offer is obtaining them in
the ordinary course of its business, whether or not such person is the holder,
and that neither the holder nor such other person has any arrangement or
understanding with any person to participate in the distribution of the
exchange notes issued in the exchange offer. If any holder or any such other
person is an "affiliate," as defined under Rule 405 of the Securities Act, of
us, or is engaged in or intends to engage in or has an arrangement or
understanding with any person to participate in a distribution of exchange
notes to be acquired in the exchange offer, that holder or any such other
person:

  .  may not rely on the applicable interpretations of the staff of the SEC; and

  .  must comply with the registration and prospectus delivery requirements of
     the Securities Act in connection with any resale transaction.

   Each broker-dealer who acquired its outstanding notes as a result of
market-making activities or other trading activities and thereafter receives
exchange notes issued for its own account in the exchange offer, must
acknowledge that it will deliver a prospectus in connection with any resale of
such exchange notes issued in the exchange offer. The letter of transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. See "Plan of Distribution" for a discussion of the exchange
and resale obligations of broker-dealers in connection with the exchange offer.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes Issued
in the Exchange Offer

   Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, promptly after the expiration date, all outstanding notes
properly tendered and will issue exchange notes registered under the Securities
Act. For purposes of the exchange offer, we will be deemed to have accepted
properly tendered outstanding notes for exchange when, as and if we have given
oral or written notice to the exchange agent, with written confirmation of any
oral notice to be given promptly thereafter. See "--Conditions to the Exchange
Offer" for a discussion of the conditions that must be satisfied before we
accept any outstanding notes for exchange.

   For each outstanding note accepted for exchange, the holder will receive an
exchange note registered under the Securities Act having a principal amount
equal to that of the surrendered outstanding note. Accordingly, registered
holders of exchange notes issued in the exchange offer on the relevant record
date for the first interest

                                      63

payment date following the completion of the exchange offer will receive
interest accruing from the most recent date to which interest has been paid or,
if no interest has been paid on the outstanding notes, from July 31, 2002.
Outstanding notes that we accept for exchange will cease to accrue interest
from and after the date of completion of the exchange offer. Under the
registration rights agreement, we may be required to make additional payments
in the form of liquidated damages to the holders of the outstanding notes under
circumstances relating to the timing of the exchange offer.

   In all cases, we will issue exchange notes in the exchange offer for
outstanding notes that are accepted for exchange only after the exchange agent
timely receives:

  .  certificates for such outstanding notes or a timely book-entry
     confirmation of such outstanding notes into the exchange agent's account
     at DTC; .

  .  a properly completed and duly executed letter of transmittal or an agent's
     message; and

  .  all other required documents.

   If for any reason set forth in the terms and conditions of the exchange
offer we do not accept any tendered outstanding notes, or if a holder submits
outstanding notes for a greater principal amount than the holder desires to
exchange, we will return such unaccepted or non-exchanged outstanding note
without cost to the tendering holder. In the case of outstanding notes tendered
by book-entry transfer into the exchange agent's account at DTC, such
non-exchanged outstanding notes will be credited to an account maintained with
DTC. We will return the outstanding notes or have them credited to the DTC
account as promptly as practicable after the expiration or termination of the
exchange offer.

Book-Entry Transfer

   The exchange agent will make a request to establish an account with respect
to the outstanding notes at DTC for purposes of this exchange offer within two
business days after the date of this prospectus. Any financial institution that
is a participant in DTC's ATOP systems may use DTC's ATOP procedures to tender
outstanding notes. Such participant may make book-entry delivery of outstanding
notes by causing DTC to transfer such outstanding notes into the exchange
agent's account at DTC in accordance with DTC's procedures for transfer.
However, although delivery of outstanding notes may be effected through
book-entry transfer at DTC, the letter of transmittal, or facsimile thereof,
with any required signature guarantees, or an Agent's Message pursuant to the
ATOP procedures and any other required documents must, in any case, be
transmitted to and received by the exchange agent at the address set forth in
this prospectus on or prior to the expiration date of the exchange offer, or
the guaranteed delivery procedures described below must be complied with.
Delivery of documents to DTC will not constitute valid delivery to the exchange
agent.

Guaranteed Delivery Procedures

   Holders whose certificates for outstanding notes are not lost but are not
immediately available or who cannot deliver their certificates and all other
required documents to the exchange agent on or prior to the expiration date, or
who cannot complete the procedures for book-entry transfer on or prior to the
expiration date, may nevertheless effect a tender of their outstanding notes if:

  .  the tender is made through an eligible institution;

  .  prior to the expiration date of the exchange offer, the exchange agent
     receives by facsimile transmission, mail or hand delivery from such
     eligible institution a validly completed and duly executed letter of
     transmittal (or facsimile thereof) or an Agent's Message pursuant to DTC's
     ATOP system, and a notice of guaranteed delivery, substantially in the
     form provided with this prospectus, which

       .  sets forth the name and address of the holder of the outstanding
          notes and the amount of outstanding notes tendered;

                                      64

       .  states that the tender is being made thereby; and

       .  guarantees that within three NYSE trading days after the date of
          execution of the notice of guaranteed delivery, the certificates for
          all physically tendered outstanding notes, in proper form for
          transfer, or a Book-Entry Confirmation, as the case may be, and any
          other documents required by the letter of transmittal will be
          deposited by the eligible institution with the exchange agent; and

  .  the certificates for all physically tendered outstanding notes, in proper
     form for transfer, or a Book-Entry Confirmation, as the case may be, and
     all other documents required by the letter of transmittal are received by
     the exchange agent within three NYSE trading days after the date of
     execution of the notice of guaranteed delivery.

Withdrawal of Tenders

   Tenders of outstanding notes may be properly withdrawn at any time prior
5:00 p.m., New York City time, on the expiration date of the exchange offer.

   For a withdrawal of a tender to be effective, a written notice of withdrawal
delivered by hand, overnight by courier or by mail, or a manually signed
facsimile transmission, or a properly transmitted "Request Message" through
DTC's ATOP system, must be received by the exchange agent prior to 5:00 p.m.,
New York City time, on the expiration date of the exchange offer. Any such
notice of withdrawal must:

  .  specify the name of the person that tendered the outstanding notes to be
     properly withdrawn;

  .  identify the outstanding notes to be properly withdrawn, including the
     principal amount of such outstanding notes;

  .  in the case of outstanding notes tendered by book-entry transfer, specify
     the number of the account at DTC from which the outstanding notes were
     tendered and specify the name and number of the account at DTC to be
     credited with the properly withdrawn outstanding notes and otherwise
     comply with the procedures of such facility;

  .  contain a statement that such holder is withdrawing its election to have
     such outstanding notes exchanged for exchange notes;

  .  other than a notice transmitted through DTC's ATOP system, be signed by
     the holder in the same manner as the original signature on the letter of
     transmittal by which such outstanding notes were tendered, including any
     required signature guarantees, or be accompanied by documents of transfer
     to have the Trustee with respect to the outstanding notes register the
     transfer of such outstanding notes in the name of the person withdrawing
     the tender; and

  .  specify the name in which such outstanding notes are registered, if
     different from the person who tendered such outstanding notes.

   All questions as to the validity, form, eligibility and time of receipt of
such notice will be determined by us, and our determination shall be final and
binding on all parties. Any outstanding notes so properly withdrawn will be
deemed not to have been validly tendered for exchange for purposes of this
exchange offer and no exchange notes will be issued with respect thereto unless
the outstanding notes so withdrawn are validly retendered thereafter. Any
outstanding notes that have been tendered for exchange but are not exchanged
for any reason will be returned to the tendering holder thereof without cost to
such holder, or, in the case of outstanding notes tendered by book-entry
transfer into the exchange agent's account at DTC pursuant to the book-entry
transfer procedures described above, such outstanding notes will be credited to
an account maintained with DTC for the outstanding notes as soon as practicable
after withdrawal, rejection of tender or termination of the exchange offer.
Properly withdrawn outstanding notes may be retendered by following the
procedures described above at any time on or prior to the expiration date of
the exchange offer.

                                      65

Termination of Certain Rights

   All rights given to holders of outstanding notes under the registration
rights agreement will terminate upon the consummation of the exchange offer
except with respect to our duty:

  .  to use our best efforts to keep the registration statement continuously
     effective during the one-year period following the closing of the exchange
     offer; and

  .  to provide copies of the latest version of this prospectus to any
     broker-dealer that requests copies of this prospectus for use in
     connection with any resale by that broker-dealer of exchange notes
     received for its own account pursuant to the exchange offer in exchange
     for outstanding notes acquired for its own account as a result of
     market-making or other trading activities, subject to the conditions
     described above under "--Resale of the Exchange Notes."

Exchange Agent

   J.P. Morgan Trust Company, National Association, has been appointed as
exchange agent for this exchange offer. Letters of transmittal, Agent's or
Request Messages through DTC's ATOP system, notices of guaranteed delivery and
all correspondence in connection with this exchange offer should be sent or
delivered by each holder of outstanding notes or a beneficial owner's broker,
dealer, commercial bank, trust company or other nominee to the exchange agent
at the addresses set forth in the letter of transmittal. We will pay the
exchange agent reasonable and customary fees for its services and will
reimburse it for its reasonable out-of-pocket expenses in connection therewith.

Fees and Expenses

   The expenses of soliciting tenders pursuant to this exchange offer will be
paid by us.

   Except as described above, we will not make any payments to brokers, dealers
or other persons soliciting acceptances of this exchange offer. We will,
however, pay the reasonable and customary fees and out-of-pocket expenses of
the exchange agent, the Trustee, and legal, accounting, and related fees and
expenses. We may also pay brokerage houses and other custodians, nominees and
fiduciaries their reasonable out-of-pocket expenses incurred in forwarding
copies of this prospectus and related documents to the beneficial owners of the
outstanding notes, and in handling or forwarding tenders for exchange.

   We will also pay all transfer taxes, if any, applicable to the exchange of
outstanding notes pursuant to this exchange offer. If, however, outstanding
notes are to be issued for principal amounts not tendered or accepted for
exchange in the name of any person other than the registered holder of the
outstanding notes tendered or if tendered outstanding notes are registered in
the name of any person other than the person signing the letter of transmittal,
or if a transfer tax is imposed for any reason other than the exchange of
outstanding notes pursuant to this exchange offer, then the amount of any such
transfer taxes, whether imposed on the registered holder or any other persons,
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with the consent and letter
of transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

   The estimated cash expenses to be incurred in connection with the exchange
offer are estimated in the aggregate to be approximately $75,000. These
expenses include registration fees, fees and expenses of the exchange agent,
accounting and legal fees, and printing costs, among others.

Consequences of Failure of Exchange Outstanding Securities

   Holders who desire to tender their outstanding notes in exchange for
exchange notes registered under the Securities Act should allow sufficient time
to ensure timely delivery. Neither the exchange agent nor us is under any duty
to give notification of defects or irregularities with respect to the tenders
of outstanding notes for exchange.

                                      66

   Outstanding notes that are not tendered or are tendered but not accepted
will, following the completion of the exchange offer, continue to be subject to
the provisions in the indenture regarding the transfer and exchange of the
outstanding notes and the existing restrictions on transfer set forth in the
legend on the outstanding notes and in the offering memorandum dated July 25,
2002, relating to the outstanding notes. Except in limited circumstances with
respect to specific types of holders of outstanding notes, we will have no
further obligation to provide for the registration under the Securities Act of
such outstanding notes. In general, outstanding notes, unless registered under
the Securities Act, may not be offered or sold except pursuant to an exemption
from, or in a transaction not subject to, the Securities Act and applicable
state securities laws.

   We do not currently anticipate that we will take any action to register the
outstanding notes under the Securities Act or under any state securities laws.
Upon completion of the exchange offer, holders of the outstanding notes will
not be entitled to any further registration rights under the registration
rights agreement, except under limited circumstances.

   Holders of the exchange notes issued in the exchange offer and any
outstanding notes which remain outstanding after completion of the exchange
offer will vote together as a single class for purposes of determining whether
holders of the requisite percentage of the class have taken certain actions or
exercised certain rights under the indenture.

                                      67

                             DESCRIPTION OF NOTES

   You can find the definitions of certain terms used in this description under
the subheading "Certain Definitions." In this description, the words "Company"
and "we" refer only to Greif Bros. Corporation and not to any of its
subsidiaries.

   The original notes were, and the exchange notes will be, issued under an
indenture dated as of July 31, 2002 (the "indenture"), among the Company, the
Subsidiary Guarantors and J.P. Morgan Trust Company, National Association, as
trustee (the "trustee"). We can issue up to $300.0 million of additional notes
at later dates under the same indenture. We can issue additional notes as part
of the same series or as an additional series. Any additional notes that we
issue in the future will be identical in all respects to the original notes and
exchange notes, except that the notes issued in the future will have different
issuance prices and issuance dates.

   We urge you to read the indenture because it, and not this description,
defines your rights as a holder of these notes. A copy of the indenture is
available upon request to the Company at the address indicated under "Where You
Can Find More Information."

Principal, Maturity and Interest

   We have issued $250 million principal amount of original notes in the
private offering. The notes will mature on August 1, 2012. We will issue notes
only in fully registered form without coupons, in denominations of $1,000 and
integral multiples of $1,000.

   Interest on the notes will accrue at a rate of 8.875% per annum and will be
payable semi-annually in arrears on February 1 and August 1, commencing on
February 1, 2003. We will pay interest to those persons who were holders of
record on the January 15 and July 15, respectively, immediately preceding each
interest payment date.

   Interest on the notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

   The interest rate on the notes we are offering now will increase if:

   (1) we do not file on a timely basis:

      (A) a registration statement to allow for an exchange offer or

      (B) a resale shelf registration statement for those notes;

   (2) the registration statement referred to above is not declared effective
       on a timely basis; or

   (3) certain other conditions are not satisfied.

   Any interest payable as a result of any such increase in the interest rate
is referred to as "Special Interest." You should refer to the description under
the heading "Exchange Offer; Registration Rights" for a more detailed
description of the circumstances under which the interest rate will increase.

Subordination

   The notes will be:

  .  senior subordinated, unsecured obligations of the Company;

  .  guaranteed on a senior subordinated, unsecured basis by the Subsidiary
     Guarantors;

  .  equal in ranking ("pari passu") in right of payment with each other and
     with all other existing and future Senior Subordinated Debt of the Company
     and the Subsidiary Guarantors; and

  .  senior to all existing and future Subordinated Obligations of the Company
     and the Subsidiary Guarantors.

                                      68

   The payment of principal of, premium, if any, and interest on and all other
amounts payable in respect of the notes, and payment under any Subsidiary
Guaranty, will be subordinated in right of payment to the payment in cash when
due of all Senior Debt of the Company or the relevant Subsidiary Guarantor, as
the case may be. As a result of this subordination, holders of Senior Debt will
be entitled, in any of the following situations, to receive full payment in
cash on all obligations owed to them before any kind of payment can be made to
holders of the notes:

  .  liquidation or dissolution of the Company;

  .  bankruptcy, reorganization, receivership or similar proceedings;

  .  assignments for the benefit of the Company's creditors; or

  .  any marshaling of the Company's assets and liabilities.

As of July 31, 2002, on a pro forma basis, after giving effect to the amended
and restated senior credit facility, the notes would have been subordinated to
$403.5 million of Senior Debt and the Subsidiary Guaranties would have been
subordinated to $403.5 million of Senior Debt, excluding unused commitments
made by lenders under the Senior Credit Facility.

   A significant portion of our operations are conducted through our
subsidiaries, including our foreign subsidiaries. Therefore, the Company's
ability to service its debt, including the notes, is dependent in part upon the
earnings of these subsidiaries, and their ability to distribute those earnings
as dividends, loans or other payments to the Company. Certain laws restrict the
ability of the Company's subsidiaries to pay it dividends or make loans and
advances to it. If these restrictions are applied to subsidiaries that are not
Subsidiary Guarantors, then the Company would not be able to use the earnings
of those subsidiaries to make payments on the notes. Furthermore, under certain
circumstances, bankruptcy "fraudulent conveyance" laws or other similar laws
could invalidate the Subsidiary Guaranties. If this were to occur, the Company
would also be unable to use the earnings of these Subsidiary Guarantors to the
extent they face restrictions on distributing funds to the Company. Any of the
situations described above could make it more difficult for the Company to
service its debt.

   In addition, the Company has only a stockholder's claim on the assets of its
subsidiaries. This stockholder's claim is junior to the claims that creditors
of the Company's subsidiaries have against those subsidiaries. Holders of the
notes will be creditors only of the Company and of those subsidiaries that are
Subsidiary Guarantors. In the case of subsidiaries that are not Subsidiary
Guarantors, all the existing and future liabilities of such subsidiaries,
including any claims of trade creditors and preferred stockholders, will be
effectively senior to the notes. In addition, while the Company's foreign
subsidiaries will not guarantee the notes or borrowings by the Company under
the Senior Credit Facility, certain foreign subsidiaries will guarantee any
amounts that are borrowed by other foreign subsidiaries under the Senior Credit
Facility, and the claims of the lenders under the Senior Credit Facility under
such guaranties will be effectively senior to the notes.

   The total balance sheet liabilities of the Subsidiary Guarantors and the
Company's other subsidiaries, after giving effect to the amended and restated
senior credit facility, as of July 31, 2002, excluding unused commitments made
by lenders, would have been as follows:

  .  $107.6 million--approximate total balance sheet liabilities of the
     Subsidiary Guarantors

  .  $228.0 million--approximate total balance sheet liabilities of our other
     subsidiaries (none of which will guarantee the notes)

   The indenture contains limitations on the amount of additional Debt that the
Company and the Restricted Subsidiaries may Incur. However, the amounts of such
Debt could nevertheless be substantial and may be Incurred either by Subsidiary
Guarantors or by the Company's other subsidiaries. In addition, as an
unrestricted

                                      69

subsidiary, Soterra, one of the Subsidiary Guarantors, is not subject to the
restrictive covenants in the indenture. See "Risk Factors--Risk Factors Related
to Investment in the Notes--The subsidiary that conducts our timber operations
in the United States is an unrestricted subsidiary."

   The notes are unsecured obligations of the Company and the Subsidiary
Guarantors. Secured Debt of the Company and the Subsidiary Guarantors will be
effectively senior to the notes to the extent of the value of the assets
securing such Debt. As of July 31, 2002, on a proforma basis, after giving
effect to the amended and restated senior credit facility, the outstanding
secured Debt of the Company and the Subsidiary Guarantors would have been
$403.5 million.

   The Company may not pay principal of, or premium, if any, interest or
Special Interest, if any, on, or any other amounts payable in respect of, the
notes, or make any deposit pursuant to the provisions described under
"--Defeasance", and may not repurchase, redeem or otherwise retire any notes
(collectively, "pay the notes"), if:

      (a) any principal, premium, interest or any other obligation in respect
   of any Senior Debt is not paid within any applicable grace period (including
   at maturity), or

      (b) any other default on Senior Debt occurs and the maturity of such
   Senior Debt is accelerated in accordance with its terms,

unless, in either case,

      (1) the default has been cured or waived and any such acceleration has
   been rescinded, or

      (2) such Senior Debt has been paid in full in cash;

provided, however, that the Company may pay the notes without regard to the
foregoing if the Company and the trustee receive written notice approving such
payment from the Representative of such issue of Senior Debt.

   During the continuance of any default (other than a default described in
clause (a) or (b) above) with respect to any Designated Senior Debt pursuant to
which the maturity thereof may be accelerated immediately without further
notice (except any notice required to effect the acceleration) or the
expiration of any applicable grace period, the Company may not pay the notes
for a period (a "Payment Blockage Period") commencing upon the receipt by the
Company and the trustee of written notice of such default from the
Representative of the holders of such Designated Senior Debt specifying an
election to effect a Payment Blockage Period (a "Payment Blockage Notice") and
ending 179 days thereafter (unless such Payment Blockage Period is earlier
terminated

      (a) by written notice to the trustee and the Company from the
   Representative that gave such Payment Blockage Notice,

      (b) because such default is no longer continuing, or

      (c) because such Designated Senior Debt has been repaid in full in cash).

Unless the holders of such Designated Senior Debt or the Representative of such
holders have accelerated the maturity of such Designated Senior Debt and not
rescinded such acceleration, the Company may (unless otherwise prohibited as
described in the first sentence of this paragraph) resume payments on the notes
after the end of such Payment Blockage Period.

   Not more than one Payment Blockage Notice with respect to all issues of
Designated Senior Debt may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to one or more issues of
Designated Senior Debt during such period.

                                      70

   Upon any payment or distribution of the assets of the Company upon a total
or partial liquidation, dissolution or winding up of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its Property:

      (a) the holders of Senior Debt will be entitled to receive payment in
   full in cash before the holders of the notes are entitled to receive any
   payment of principal of or interest on, or any other amount payable in
   respect of, the notes, except that holders of notes may receive and retain
   Permitted Junior Securities; and

      (b) until the Senior Debt is paid in full in cash, any distribution to
   which holders of the notes would be entitled but for the subordination
   provisions of the indenture will be made to holders of the Senior Debt. If a
   payment or distribution is made to holders of notes that, due to the
   subordination provisions, should not have been made to them, the trustee or
   such holders are required to hold it in trust for the holders of Senior Debt
   and pay it over to them as their interests may appear.

   If payment of the notes is accelerated when any Designated Senior Debt is
outstanding, the Company may not pay the notes until three business days after
the Representatives of all issues of Designated Senior Debt receive notice of
such acceleration and, thereafter, may pay the notes only if the indenture
otherwise permits payment at that time.

   The Subsidiary Guaranty of each Subsidiary Guarantor will be subordinated to
Senior Debt of such Subsidiary Guarantor to the same extent and in the same
manner as the notes are subordinated to Senior Debt of the Company.

   Because of the indenture's subordination provisions, holders of Senior Debt
and other creditors (including trade creditors) of the Company or the
Subsidiary Guarantors may recover disproportionately more than the holders of
the notes recover in a bankruptcy or similar proceeding relating to the Company
or a Subsidiary Guarantor. This could apply even if the notes or the applicable
Subsidiary Guaranty ranked evenly ("pari passu") with the other creditors'
claims. In such a case, there may be insufficient assets, or no assets,
remaining to pay the principal of or interest on the notes.

   Payment from the money or the proceeds of U.S. Government Obligations held
in any defeasance trust pursuant to the provisions described under
"--Defeasance" will not be subject to the subordination provisions described
above.

   See "Risk Factors--Risk Factors Related to Investment in the Notes--The
notes and guarantees will rank behind all of our guarantors' existing and
future senior indebtedness. There may not be sufficient assets to make full
payment on the notes after all senior indebtedness is paid," "--Not all of our
subsidiaries will guarantee the notes, and assets of our non-guarantor
subsidiaries may not be available to make payments on the notes," "--A court
may void the guarantees of the notes or subordinate the guarantees to other
obligations of our subsidiary guarantors" and "Description of Senior Credit
Facility."

Subsidiary Guaranties

   The obligations of the Company under the indenture, including the repurchase
obligation resulting from a Change of Control, will be fully and
unconditionally guaranteed, jointly and severally, on a senior subordinated,
unsecured basis, by all existing and any future Domestic Restricted
Subsidiaries of the Company, excluding any Special Purpose Vehicle, and by
Soterra, the subsidiary that owns the Company's United States timber
operations, which will be an Unrestricted Subsidiary.

   While the Subsidiary Guarantors currently generate a significant portion of
the Company's revenue, the Company's non-guarantor Subsidiaries (principally
its foreign subsidiaries) also represent a significant portion of the Company's
assets and make significant contributions to the Company's consolidated
results. As of and for the 12-month period ended July 31, 2002, on a pro forma
basis after giving effect to the amended and restated

                                      71

senior credit facility, the subsidiaries of the Company that were not
Subsidiary Guarantors represented approximately 38% of the assets and generated
approximately 47% of the net sales of the Company, respectively, on a
consolidated basis. See Note 16 of Notes to Consolidated Financial Statements
and Note 14 of Notes to Consolidated Interim Financial Statements included in
this prospectus. In addition, Soterra LLC is an Unrestricted Subsidiary under
the indenture and therefore will not be subject to the covenants contained
therein. See "Risk Factors--Risk Factors Related to Investment in the
Notes--The subsidiary that conducts our timber operations in the United States
is an unrestricted subsidiary."

   If (a) the Company sells or otherwise disposes of either:

      (1) its entire ownership interest in a Subsidiary Guarantor, or

      (2) all or substantially all the Property of a Subsidiary Guarantor, or

     (b) a Subsidiary Guarantor sells or otherwise disposes of either:

      (1) its entire ownership interest in another Subsidiary Guarantor, or

      (2) all or substantially all the Property of another Subsidiary Guarantor,

in any such case in accordance with the provisions of the indenture, then in
any such case, such Subsidiary Guarantor will be released from all its
obligations under its Subsidiary Guaranty. In addition, if the Company
redesignates a Subsidiary Guarantor as an Unrestricted Subsidiary or exercises
either its legal defeasance option or its covenant defeasance option, which the
Company can do under certain circumstances, the redesignated Subsidiary
Guarantor will be released from all its obligations under its Subsidiary
Guaranty. See "--Certain Covenants--Designation of Restricted and Unrestricted
Subsidiaries", "--Limitation on Issuance or Sale of Capital Stock of Restricted
Subsidiaries", "--Merger, Consolidation and Sale of Property" and
"--Defeasance."

   If any Subsidiary Guarantor makes payments under its Subsidiary Guaranty,
each of the Company and the other Subsidiary Guarantors must contribute their
share of such payments. The Company's and the other Subsidiary Guarantors'
shares of such payment will be computed based on the proportion that the net
worth of the Company or the relevant Subsidiary Guarantor represents relative
to the aggregate net worth of the Company and all the Subsidiary Guarantors
combined.

Optional Redemption

   Except as set forth in the following paragraph, the notes will not be
redeemable at the option of the Company prior to August 1, 2007. Starting on
that date, the Company may redeem all or any portion of the notes, at once or
over time, after giving the required notice under the indenture. The notes may
be redeemed at the redemption prices set forth below, plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date). The following prices are for notes redeemed during the
12-month period commencing on August 1 of the years set forth below, and are
expressed as percentages of principal amount:

                                             Redemption
                         Year                  Price
                         ----                ----------
                                          
                         2007...............  104.438%
                         2008...............  102.958%
                         2009...............  101.479%
                         2010 and thereafter  100.000%

   In addition, at any time prior to August 1, 2007, the Company may choose to
redeem all or any portion of the notes, after giving the required notice under
the indenture, at a redemption price equal to the greater of:

      (a) 100% of the principal amount of the notes to be redeemed, and

                                      72

      (b) the sum of the present values of (1) the redemption price of the
   notes to be redeemed at August 1, 2007 (as set forth in the prior
   paragraph), and (2) the remaining scheduled payments of interest from the
   redemption date to August 1, 2007, but excluding accrued and unpaid interest
   to the redemption date, discounted to the date of redemption on a
   semi-annual basis (assuming a 360-day year consisting of twelve 30-day
   months) at the Treasury Rate plus 50 basis points, plus, in either case,
   accrued and unpaid interest, including Special Interest, if any, to the
   redemption date (subject to the right of holders of record on the relevant
   record date to receive interest due on the relevant interest payment date).

   Any notice to holders of notes of such a redemption needs to include the
appropriate calculation of the redemption price, but does not need to include
the redemption price itself. The actual redemption price, calculated as
described above, must be set forth in an Officers' Certificate delivered to the
trustee no later than two business days prior to the redemption date (unless
clause (b) of the definition of "Comparable Treasury Price" is applicable, in
which case such Officer's Certificate will be delivered on the redemption date).

   At any time and from time to time, prior to August 1, 2005, the Company may
redeem up to a maximum of 35% of the original aggregate principal amount of the
notes (including any additional notes) that have been issued on or after the
Issue Date with the proceeds of one or more Public Equity Offerings, at a
redemption price equal to 108.875% of the principal amount thereof, plus
accrued and unpaid interest, including Special Interest, if any, to the
redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided, however, that after giving effect to any such redemption, at least
65% of the original aggregate principal amount of the notes (including any
additional notes) that have been issued on or after the Issue Date remains
outstanding. Any such redemption shall be made within 90 days of such Public
Equity Offering upon not less than 30 nor more than 60 days' prior notice.

   Any notice required to be given in connection with an optional redemption
shall be given in accordance with the provisions set forth under "--Notices".

Sinking Fund

   There will be no mandatory sinking fund payments for the notes.

Repurchase at the Option of Holders Upon a Change of Control

   Upon the occurrence of a Change of Control, each holder of notes shall have
the right to require the Company to repurchase all or any part of such holder's
notes pursuant to the offer described below (the "Change of Control Offer") at
a purchase price (the "Change of Control Purchase Price") equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, including Special
Interest, if any, to the purchase date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date).

   Within 30 days following any Change of Control, the Company shall:

      (a) cause a notice of the Change of Control Offer to be sent at least
   once to the Dow Jones News Service or similar business news service in the
   United States, and

      (b) send, by first-class mail, with a copy to the trustee, to each holder
   of notes, at such holder's address appearing in the security register for
   the notes, a notice stating:

          (1) that a Change of Control has occurred and a Change of Control
       Offer is being made pursuant to the covenant entitled "Repurchase at the
       Option of Holders Upon a Change of Control" and that all notes timely
       tendered will be accepted for payment;

                                      73

          (2) the Change of Control Purchase Price and the purchase date, which
       shall be, subject to any contrary requirements of applicable law, a
       business day no earlier than 30 days nor later than 60 days from the
       date such notice is mailed;

          (3) the circumstances and relevant facts regarding the Change of
       Control (including information with respect to pro forma historical
       income, cash flow and capitalization after giving effect to the Change
       of Control); and

          (4) the procedures that holders of notes must follow in order to
       tender their notes (or portions thereof) for payment, and the procedures
       that holders of notes must follow in order to withdraw an election to
       tender notes (or portions thereof) for payment.

   The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of notes pursuant to a Change of Control
Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of the covenant described hereunder, the Company
will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the covenant described hereunder
by virtue of such compliance.

   We will not be required to make a Change of Control Offer following a Change
of Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements of the indenture
and purchases all notes validly tendered and not withdrawn or if the Company
has exercised its option to redeem all the notes pursuant to the provisions
described under "--Optional Redemption."

   The Change of Control repurchase feature is a result of negotiations between
the Company and the initial purchasers. Management has no present intention to
engage in a transaction involving a Change of Control, although it is possible
that the Company would decide to do so in the future. Subject to certain
covenants described below, the Company could, in the future, enter into certain
transactions, including acquisitions, refinancings or other recapitalizations,
that would not constitute a Change of Control under the indenture, but that
could increase the amount of debt outstanding at such time or otherwise affect
the Company's capital structure or credit ratings.

   The definition of Change of Control includes a phrase relating to the sale,
transfer, assignment, lease, conveyance or other disposition of "all or
substantially all" the Company's assets. Although there is a developing body of
case law interpreting the phrase "substantially all," there is no precise
established definition of the phrase under applicable law. Accordingly, if the
Company disposes of less than all its assets by any of the means described
above, the ability of a holder of notes to require the Company to repurchase
its notes may be uncertain. In such a case, holders of the notes may not be
able to resolve this uncertainty without resorting to legal action.

   The Senior Credit Facility will prohibit the Company from purchasing any
notes at any time before the notes become due and payable or are otherwise
required to be repaid or repurchased under the terms of the indenture. The
Senior Credit Facility will also provide that the occurrence of a Change of
Control would constitute a default under the Senior Credit Facility. Thus, the
Company will, in effect, be unable to repurchase the notes upon a Change of
Control unless the lenders under the Senior Credit Facility waive the resulting
default thereunder. Other future debt of the Company may contain prohibitions
of certain events which would constitute a Change of Control or require such
debt to be repurchased upon a Change of Control. To the extent other debt of
the Company is both subject to similar repurchase obligations in the event of a
Change of Control and ranks senior in right of payment to the notes, all
available funds will first be expended for the repurchase of such debt.
Moreover, the exercise by holders of notes of their right to require the
Company to repurchase such notes could cause a default under existing or future
debt of the Company, even if the Change of Control itself does not, due to the
financial effect of such repurchase on the Company. Finally, the Company's
ability to pay cash to holders of notes upon a repurchase may be limited by the
Company's then existing financial resources. There can be no assurance that
sufficient funds will be available when necessary to make any required
repurchases. The

                                      74

Company's failure to purchase notes in connection with a Change of Control
would result in a default under the indenture. Such a default would, in turn,
constitute a default under existing debt of the Company, and may constitute a
default under future debt as well. If such debt constitutes Designated Senior
Debt, the subordination provisions in the indenture would likely restrict
payment to holders of notes. The Company's obligation to make an offer to
repurchase the notes as a result of a Change of Control may be waived or
modified at any time prior to the occurrence of such Change of Control with the
written consent of the holders of a majority in principal amount of the notes.
See "--Amendments and Waivers."

   Any notice required to be given in connection with an optional redemption
shall be given in accordance with the provisions set forth under "--Notices".

Certain Covenants

   Limitation on Debt.  The Company shall not, and shall not permit any
Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after
giving effect to the application of the proceeds thereof, no Default or Event
of Default would occur as a consequence of such Incurrence or be continuing
following such Incurrence and either:

      (1) after giving effect to the Incurrence of such Debt and the
   application of the proceeds thereof, the Consolidated Interest Coverage
   Ratio would be greater than 2.00 to 1.00 (in which case such Debt may be
   incurred by the Company or any Restricted Subsidiary that is a Subsidiary
   Guarantor, but not by a Restricted Subsidiary that is not a Subsidiary
   Guarantor), or

      (2) such Debt is Permitted Debt.

   No Debt Incurred pursuant to the test in clause (1) of the preceding
paragraph shall reduce the amount of Debt that may be incurred pursuant to any
clause of the definition of Permitted Debt (including, without limitation, Debt
under the Senior Credit Facility pursuant to clause (b) of the definition of
Permitted Debt below).

   The term "Permitted Debt" is defined to include the following:

      (a) (i) Debt of the Company evidenced by the notes we are issuing in this
   offering and the Exchange Notes issued in exchange for those notes in
   exchange for any additional notes and (ii) Debt of Subsidiary Guarantors
   evidenced by Subsidiary Guaranties relating to the notes;

      (b) Debt of the Company or a Restricted Subsidiary under the Credit
   Facilities or a Qualified Securitization Transaction, provided that the
   aggregate principal amount of all such Debt under the Credit Facilities or a
   Qualified Securitization Transaction at any one time outstanding shall not
   exceed the greater of (i) $550.0 million, which amount shall be permanently
   reduced by the amount of Net Available Cash used to Repay Debt under the
   Credit Facilities and not subsequently reinvested in Additional Assets or
   used to purchase notes or Repay other Debt, pursuant to the covenant
   described under "--Limitation on Asset Sales" or (ii) the sum of (A) 80% of
   the book value of the accounts receivable of the Company and its Restricted
   Subsidiaries, plus (B) 50% of the book value of the inventory of the Company
   and its Restricted Subsidiaries, in each case determined on a consolidated
   basis;

      (c) Debt of the Company or a Restricted Subsidiary in respect of Capital
   Lease Obligations and Purchase Money Debt, provided that:

          (1) the aggregate principal amount of such Debt does not exceed the
       Fair Market Value (on the date of the Incurrence thereof) of the
       Property acquired, constructed or leased, and

          (2) the aggregate principal amount of all Debt Incurred and then
       outstanding pursuant to this clause (c) (together with all Permitted
       Refinancing Debt Incurred and then outstanding in respect of Debt
       previously Incurred pursuant to this clause (c)) does not exceed 5% of
       the Company's Consolidated Net Tangible Assets;

                                      75

      (d) Debt of the Company owing to and held by any Restricted Subsidiary
   and Debt of a Restricted Subsidiary owing to and held by the Company or any
   Restricted Subsidiary; provided, however, that any subsequent issue or
   transfer of Capital Stock or other event that results in any such Restricted
   Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer
   of any such Debt (except to the Company or a Restricted Subsidiary) shall be
   deemed, in each case, to constitute the Incurrence of such Debt by the
   issuer thereof;

      (e) Debt of a Restricted Subsidiary outstanding on the date on which such
   Restricted Subsidiary was acquired by the Company or otherwise became a
   Restricted Subsidiary (other than Debt Incurred as consideration in, or to
   provide all or any portion of the funds or credit support utilized to
   consummate, the transaction or series of transactions pursuant to which such
   Restricted Subsidiary became a Subsidiary of the Company or was otherwise
   acquired by the Company), provided that at the time such Restricted
   Subsidiary was acquired by the Company or otherwise became a Restricted
   Subsidiary and after giving effect to the Incurrence of such Debt, the
   Company would have been able to Incur $1.00 of additional Debt pursuant to
   clause (1) of the first paragraph of this covenant;

      (f) Debt under Interest Rate Agreements entered into by the Company or a
   Restricted Subsidiary for the purpose of limiting, or otherwise managing,
   interest rate risk and not for speculative purposes, provided that the
   obligations under such agreements are directly related to payment
   obligations on Debt otherwise permitted by the terms of this covenant;

      (g) Debt under Currency Exchange Protection Agreements entered into by
   the Company or a Restricted Subsidiary for the purpose of limiting currency
   exchange rate risks directly related to transactions entered into by the
   Company or such Restricted Subsidiary and not for speculative purposes;

      (h) Debt under Commodity Price Protection Agreements entered into by the
   Company or a Restricted Subsidiary for the purpose of limiting risk in
   connection with certain commodity transactions of the Company or such
   Restricted Subsidiary and not for speculative purposes;

      (i) Debt in connection with one or more standby letters of credit or
   performance or surety bonds or completion guaranties issued by the Company
   or a Restricted Subsidiary in the ordinary course of business or pursuant to
   self-insurance obligations, workmen's compensation and similar arrangements
   and not in connection with the borrowing of money or the obtaining of
   advances or credit;

      (j) Debt of the Company or any Restricted Subsidiary in an aggregate
   principal amount outstanding at any one time not to exceed $40.0 million,
   provided that of that amount not more than $25.0 million may be Incurred by
   Restricted Subsidiaries that are not Subsidiary Guarantors;

      (k) Debt arising from agreements of the Company or a Restricted
   Subsidiary of the Company providing for indemnification, adjustment of
   purchase price, earn-out or other similar obligations, in each case,
   Incurred or assumed in connection with the disposition of any business,
   assets or a Subsidiary of the Company;

      (l) Guarantees by the Company or any of its Restricted Subsidiaries of
   Debt of the Company or any Restricted Subsidiary otherwise permitted to be
   Incurred under the provisions of this covenant;

      (m) Debt consisting of take-or-pay obligations contained in supply
   agreements entered into by the Company or its Restricted Subsidiaries in the
   ordinary course of business;

      (n) Preferred Stock of Restricted Subsidiaries issued to the Company or
   any of its Restricted Subsidiaries;

      (o) Debt outstanding on the Issue Date not otherwise described in clauses
   (a) through (o) above; and

      (p) Permitted Refinancing Debt Incurred in of Debt Incurred pursuant to
   clause (1) of the first paragraph of this covenant and clauses (a), (c),
   (e), (j) and (o) above.

   For purposes of determining compliance with this covenant, in the event that
an item of Debt meets the criteria of more than one of the categories of
Permitted Debt described in clauses (a) through (q) above or is

                                      76

entitled to be incurred pursuant to clause (1) of the first paragraph of this
covenant, the Company shall, in its sole discretion, classify such item of Debt
on the date of its Incurrence, or later reclassify all or a portion of such
item of Debt, in any manner that complies with this covenant and such item of
Debt will be treated as having been incurred pursuant to one or more of such
clauses or pursuant to clause (1) of the first paragraph of this covenant.

   For purposes of determining compliance with any U.S. dollar-denominated
restriction or amount, the U.S. dollar-equivalent principal amount thereof
denominated in a foreign currency shall be calculated based on the relevant
currency exchange rate in effect on the date the Debt or other transaction was
incurred or entered into, or
first committed, in the case of revolving credit Debt; provided that if any
Permitted Refinancing Debt is incurred to refinance Debt denominated in a
foreign currency, and such refinancing would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such Permitted Refinancing Debt does not exceed
the principal amount of such Debt being refinanced. Notwithstanding any other
provision in the indenture, no restriction or amount shall be deemed to be
exceeded solely as a result of fluctuations in the exchange rate of currencies.

   Limitation on Restricted Payments.  The Company shall not make, and shall
not permit any Restricted Subsidiary to make, directly or indirectly, any
Restricted Payment if at the time of, and after giving effect to, such proposed
Restricted Payment,

      (a) a Default or Event of Default shall have occurred and be continuing,

      (b) the Company could not Incur at least $1.00 of additional Debt
   pursuant to clause (1) of the first paragraph of the covenant described
   under "--Limitation on Debt" or

      (c) the aggregate amount of such Restricted Payment and all other
   Restricted Payments declared or made since the Issue Date (the amount of any
   Restricted Payment, if made other than in cash, to be based upon Fair Market
   Value) would exceed an amount equal to the sum of:

          (1) 50% of the aggregate amount of Consolidated Net Income accrued
       during the period (treated as one accounting period) from the beginning
       of the fiscal quarter ending July 31, 2002 to the end of the most recent
       fiscal quarter ending at least 45 days prior to the date of such
       Restricted Payment (or if the aggregate amount of Consolidated Net
       Income for such period shall be a deficit, minus 100% of such deficit),
       plus

          (2) 100% of the Capital Stock Sale Proceeds, plus

          (3) the sum of:

             (A) the aggregate net cash proceeds received by the Company or any
          Restricted Subsidiary from the issuance or sale after the Issue Date
          of convertible or exchangeable Debt that has been converted into or
          exchanged for Capital Stock (other than Disqualified Stock) of the
          Company, and

             (B) the aggregate amount by which Debt (other than Subordinated
          Obligations) of the Company or any Restricted Subsidiary is reduced
          on the Company's consolidated balance sheet on or after the Issue
          Date upon the conversion or exchange of any Debt issued or sold on or
          prior to the Issue Date that is convertible or exchangeable for
          Capital Stock (other than Disqualified Stock) of the Company,

      excluding, in the case of clause (A) or (B):

             (x) any such Debt issued or sold to the Company or a Subsidiary of
          the Company or an employee stock ownership plan or trust established
          by the Company or any such Subsidiary for the benefit of their
          employees, and

             (y) the aggregate amount of any cash or other Property distributed
          by the Company or any Restricted Subsidiary upon any such conversion
          or exchange,

                                      77

      plus

          (4) an amount equal to the sum of:

             (A) the net reduction in Investments in any Person other than the
          Company or a Restricted Subsidiary resulting from dividends,
          repayments of loans or advances or other transfers of Property, in
          each case to the Company or any Restricted Subsidiary from such
          Person,

             (B) the portion (proportionate to the Company's equity interest in
          such Unrestricted Subsidiary) of the Fair Market Value of the net
          assets of an Unrestricted Subsidiary at the time such Unrestricted
          Subsidiary is designated a Restricted Subsidiary; provided, however,
          that the foregoing sum shall not exceed, in the case of any Person,
          the amount of Investments previously made (and treated as a
          Restricted Payment) by the Company or any Restricted Subsidiary in
          such Person,

             (C) without duplication of any amounts included in clause (2)
          above, 100% of the Fair Market Value of the net proceeds of any
          contribution to the common equity capital of the Company received by
          the Company from a holder of the Company's Capital Stock (excluding
          any Capital Stock Sale Proceeds to the extent used to redeem the
          notes) subsequent to the Issue Date,

             (D) to the extent that any Investment (other than a Permitted
          Investment) that was made after the Issue Date is sold for cash or
          otherwise liquidated or repaid for cash, the lesser of (i) the cash
          return of capital with respect to such Investment (less the cost of
          disposition, if any) and (ii) the initial amount of such Investment,
          and

             (E) $10.0 million.

   Notwithstanding the foregoing limitation, the Company may:

      (a) make Restricted Payments as described in clauses (a) and (b) of the
   definition of Restricted Payment in an aggregate amount of up to $25.0
   million in any fiscal year; provided, however, that at the time of such
   Restricted Payment, no Event of Default under clauses (1), (2) or (7) under
   "Events of Default" shall have occurred and be continuing, and provided
   further, however, that such Restricted Payments paid pursuant to this clause
   (a) shall be included in the calculation of the amount of Restricted
   Payments pursuant to clause (c) above;

      (b) pay dividends on its Class A Common Stock of up to the lesser of (1)
   $0.01 per share of Class A Common Stock for each of four consecutive fiscal
   quarters and (2) $250,000 for each consecutive fiscal quarter provided,
   however, that such dividends paid pursuant to this clause (b) shall be
   included in the calculation of the amount of Restricted Payments pursuant to
   clause (c) above;

      (c) pay dividends on its Capital Stock within 60 days of the declaration
   thereof if, on said declaration date, such dividends could have been paid in
   compliance with the indenture; provided, however, that such dividends paid
   pursuant to this clause (c) shall be included in the calculation of the
   amount of Restricted Payments pursuant to clause (c) above;

      (d) purchase, repurchase, redeem, legally defease, acquire or retire for
   value Capital Stock of the Company or Subordinated Obligations in exchange
   for, or out of the proceeds of the substantially concurrent sale of, Capital
   Stock of the Company (other than Disqualified Stock and other than Capital
   Stock issued or sold to a Subsidiary of the Company or an employee stock
   ownership plan or trust established by the Company or any such Subsidiary
   for the benefit of their employees); provided, however, that

          (1) such purchase, repurchase, redemption, legal defeasance,
       acquisition or retirement shall be excluded in the calculation of the
       amount of Restricted Payments and

          (2) the Capital Stock Sale Proceeds from such exchange or sale shall
       be excluded from the calculation pursuant to clause (c)(2) above; and

                                      78

      (e) purchase, repurchase, redeem, legally defease, acquire or retire for
   value any Subordinated Obligations in exchange for, or out of the proceeds
   of the substantially concurrent sale of, Permitted Refinancing Debt;
   provided, however, that such purchase, repurchase, redemption, legal
   defeasance, acquisition or retirement shall be excluded in the calculation
   of the amount of Restricted Payments;

      (f) repurchase shares of, or options to purchase shares of, common stock
   of the Company or any of its Subsidiaries from current or former officers,
   directors or employees of the Company or any of its Subsidiaries (or
   permitted transferees of such current or former officers, directors or
   employees), pursuant to the terms of agreements (including employment
   agreements, management agreements and employee stock options or restricted
   stock agreements) or plans (or amendments thereto) approved by the Board of
   Directors under which such individuals purchase or sell, or are granted the
   option to purchase or sell, shares of such common stock; provided, however,
   that:

          (1) the aggregate amount of such repurchases shall not exceed $2.5
       million in any calendar year and

          (2) at the time of such repurchase, no Default or Event of Default
       shall have occurred and be continuing (or result therefrom);

   provided further, however, that such repurchases shall be included in the
   calculation of the amount of Restricted Payments pursuant to clause (c);

      (g) acquire its Capital Stock in connection with the exercise of stock
   options and stock appreciation rights by way of cashless exercise; and

      (h) distribute the Capital Stock of any Unrestricted Subsidiary to the
   Company's shareholders as dividends or other distributions.

   Limitation on Liens.  The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any
Lien (other than Permitted Liens or Liens securing Senior Debt) upon any of its
Property (including Capital Stock of a Restricted Subsidiary), whether owned at
the Issue Date or thereafter acquired, or any interest therein or any income or
profits therefrom, unless:

      (a) if such Lien secures Senior Subordinated Debt, the notes or the
   applicable Subsidiary Guaranty are secured on an equal and ratable basis
   with such Debt and

      (b) if such Lien secures Subordinated Obligations, such Lien shall be
   subordinated to a Lien securing the notes or the applicable Subsidiary
   Guaranty in the same Property as that securing such Lien to the same extent
   as such Subordinated Obligations are subordinated to the notes and the
   Subsidiary Guaranties.

   Limitation on Issuance or Sale of Capital Stock of Restricted
Subsidiaries.  The Company shall not:

      (a) sell, or otherwise dispose of any shares of Capital Stock of a
   Restricted Subsidiary, or

      (b) permit any Restricted Subsidiary to, directly or indirectly, issue or
   sell or otherwise dispose of any shares of its Capital Stock,

other than, in the case of either (a) or (b):

      (1) directors' qualifying shares, and shares issued to non-U.S. persons
   required by applicable law,

      (2) pledges of Capital Stock of Subsidiaries of the Company that
   constitute Permitted Liens or Liens securing Senior Debt,

      (3) to the Company or a Wholly Owned Restricted Subsidiary, or

      (4) a disposition of 100% of the shares of Capital Stock of such
   Restricted Subsidiary; provided, however, that, in the case of this clause
   (4),

          (A) such disposition is effected in compliance with the covenant
       described under "--Limitation on Asset Sales", and

                                      79

          (B) upon consummation of such disposition and execution and delivery
       of a supplemental indenture in form satisfactory to the trustee, such
       Restricted Subsidiary shall be released from any Subsidiary Guaranty
       previously made by such Restricted Subsidiary, or

      (5) issuances of Capital Stock of a Restricted Subsidiary if, immediately
   after giving effect thereto, (i) neither the Company nor any Restricted
   Subsidiary owns any Capital Stock of such Restricted Subsidiary or (ii) such
   Restricted Subsidiary would no longer be a Restricted Subsidiary and any
   Investment in such Person remaining after giving effect thereto would have
   been permitted and shall be deemed to have been made under the covenant
   captioned "Limitation on Restricted Payments" if made on the date of such
   issuance provided, however, that, in the case of this clause (5),

          (A) if applicable, such disposition is effected in compliance with
       the covenant described under "--Limitation on Asset Sales", and

          (B) upon consummation of such disposition and execution and delivery
       of a supplemental indenture, such Restricted Subsidiary shall be
       released from any Subsidiary Guaranty previously made by such Restricted
       Subsidiary.

   Limitation on Asset Sales.  The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale
unless:

      (a) the Company or such Restricted Subsidiary receives consideration at
   the time of such Asset Sale at least equal to the Fair Market Value of the
   Property subject to such Asset Sale;

      (b) at least 75% of the consideration paid to the Company or such
   Restricted Subsidiary in connection with such Asset Sale is in the form of
   cash or Cash Equivalents or the assumption by the purchaser of liabilities
   of the Company or any Restricted Subsidiary (other than liabilities that are
   by their terms subordinated to the notes or the applicable Subsidiary
   Guaranty) as a result of which the Company and the Restricted Subsidiaries
   are no longer obligated with respect to such liabilities; and

      (c) if the Fair Market Value of the Property is greater than $2,500,000,
   the Company delivers an Officers' Certificate to the trustee certifying that
   such Asset Sale complies with the foregoing clauses (a) and (b).

   Notwithstanding the foregoing, clauses (a), (b) and (c) above shall not
apply to a split-off or spin-off of any Unrestricted Subsidiary by the Company
or a Restricted Subsidiary.

   The Net Available Cash (or any portion thereof) from Asset Sales may be
applied by the Company or a Restricted Subsidiary, to the extent the Company or
such Restricted Subsidiary elects (or is required by the terms of any Debt):

      (a) to Repay Senior Debt of the Company or any Subsidiary Guarantor
   (including Debt under the Senior Credit Facility) or Debt of any Restricted
   Subsidiary that is not a Subsidiary Guarantor (excluding, in any such case,
   any Debt owed to the Company or an Affiliate of the Company); or

      (b) to reinvest in Additional Assets (including by means of an Investment
   in Additional Assets by a Restricted Subsidiary with Net Available Cash
   received by the Company or another Restricted Subsidiary).

   Any Net Available Cash from an Asset Sale not applied in accordance with the
preceding paragraph within 360 days from the date of the receipt of such Net
Available Cash or that is not segregated from the general funds of the Company
for investment in identified Additional Assets in respect of a project that
shall have been commenced, and for which binding contractual commitments have
been entered into, prior to the end of such 360-day period and that shall not
have been completed or abandoned shall constitute "Excess Proceeds"; provided,
however, that the amount of any Net Available Cash that ceases to be so
segregated as contemplated above and any Net Available Cash that is segregated
in respect of a project that is abandoned or completed shall also constitute
"Excess Proceeds" at the time any such Net Available Cash ceases to be so
segregated or at the

                                      80

time the relevant project is so abandoned or completed, as applicable; provided
further, however, that the amount of any Net Available Cash that continues to
be segregated for investment and that is not actually reinvested within
twenty-four months from the date of the receipt of such Net Available Cash
shall also constitute "Excess Proceeds." Notwithstanding the foregoing
provision, the Company and its Restricted Subsidiaries will not be required to
apply any Net Available Cash in accordance with this covenant except to the
extent that the aggregate Net Available Cash from all Asset Sales in each
fiscal year that are not applied in accordance with this covenant exceeds $5.0
million.

   When the aggregate amount of Excess Proceeds exceeds $15.0 million (taking
into account income earned on such Excess Proceeds, if any), the Company will
be required to make an offer to purchase (the "Prepayment Offer") the notes,
together with any other Debt that ranks pari passu in right of payment with the
notes (so long as such payment is permitted by the terms of any instrument
evidencing Senior Debt), which offer shall be in the amount of the Allocable
Excess Proceeds, on a pro rata basis according to principal amount, at a
purchase price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the purchase date (subject to the right of holders
of record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the procedures (including prorating
in the event of oversubscription) set forth in the indenture. To the extent
that any portion of the amount of Net Available Cash remains after compliance
with the preceding sentence and provided that all holders of notes have been
given the opportunity to tender their notes for purchase in accordance with the
indenture, the Company or such Restricted Subsidiary may use such remaining
amount for any purpose permitted by the indenture and the amount of Excess
Proceeds will be reset to zero.

   The term "Allocable Excess Proceeds" will mean the product of:

      (a) the Excess Proceeds and

      (b) a fraction,

          (1) the numerator of which is the aggregate principal amount of the
       notes outstanding on the date of the Prepayment Offer, and

          (2) the denominator of which is the sum of the aggregate principal
       amount of the notes outstanding on the date of the Prepayment Offer and
       the aggregate principal amount of other Debt of the Company outstanding
       on the date of the Prepayment Offer that is pari passu in right of
       payment with the notes and subject to terms and conditions in respect of
       Asset Sales similar in all material respects to the covenant described
       hereunder and requiring the Company to make an offer to purchase such
       Debt at substantially the same time as the Prepayment Offer.

   Within five business days after the Company is obligated to make a
Prepayment Offer as described in the preceding paragraph, the Company shall
send a written notice, by first-class mail, to the holders of notes,
accompanied by such information regarding the Company and its Subsidiaries as
the Company in good faith believes will enable such holders to make an informed
decision with respect to such Prepayment Offer. Such notice shall state, among
other things, the purchase price and the purchase date, which shall be, subject
to any contrary requirements of applicable law, a business day no earlier than
30 days nor later than 60 days from the date such notice is mailed.

   The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of notes pursuant to the covenant described
hereunder. To the extent that the provisions of any securities laws or
regulations conflict with provisions of the covenant described hereunder, the
Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under the covenant
described hereunder by virtue thereof.

                                      81

   Limitation on Restrictions on Distributions from Restricted
Subsidiaries.  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist any consensual restriction on the right of any Restricted Subsidiary to:

      (a) pay dividends, in cash or otherwise, or make any other distributions
   on or in respect of its Capital Stock, or pay any Debt or other obligation
   owed, to the Company or any other Restricted Subsidiary,

      (b) make any loans or advances to the Company or any other Restricted
   Subsidiary or

      (c) transfer any of its Property to the Company or any other Restricted
   Subsidiary.

   The foregoing limitations will not apply:

      (1) with respect to clauses (a), (b) and (c), to restrictions:

          (A) in effect on the Issue Date (including, without limitation,
       restrictions pursuant to the Senior Credit Facility and the indenture),

          (B) relating to Debt of a Restricted Subsidiary and existing at the
       time it became a Restricted Subsidiary if such restriction was not
       created in connection with or in anticipation of the transaction or
       series of transactions pursuant to which such Restricted Subsidiary
       became a Restricted Subsidiary or was acquired by the Company, or

          (C) that result from the Refinancing of Debt Incurred pursuant to an
       agreement referred to in clause (1)(A) or (B) above or this clause (C)
       or in clause (2)(A) or (B) below, provided such restriction is no less
       favorable to the holders of notes than those under the agreement
       evidencing the Debt so Refinanced,

          (D) under applicable laws or orders,

          (E) arising in connection with a Qualified Securitization Transaction
       (including limitations set forth in the governing documents of a Special
       Purpose Vehicle),

          (F) that are customary on the transfer of any Property arising under
       a security agreement or similar agreement or instrument governing a Lien
       permitted under the indenture, and

      (2) with respect to clause (c) only, to restrictions:

          (A) relating to Debt that is permitted to be Incurred and secured
       without also securing the notes or the applicable Subsidiary Guaranty
       pursuant to the covenants described under "--Limitation on Debt" and
       "--Limitation on Liens" that limit the right of the debtor to dispose of
       the Property securing such Debt,

          (B) encumbering Property at the time such Property was acquired by
       the Company or any Restricted Subsidiary, so long as such restriction
       relates solely to the Property so acquired and was not created in
       connection with or in anticipation of such acquisition,

          (C) resulting from customary provisions restricting subletting or
       assignment of leases or customary provisions in licenses or other
       agreements that restrict assignment of such agreements, Property or
       rights thereunder,

          (D) that constitute customary restrictions contained in sale
       agreements limiting the transfer of Capital Stock or Property pending
       the closing of such sale,

          (E) that constitute customary restrictions contained in joint venture
       agreements entered into in the ordinary course of business and in good
       faith, or

          (F) existing by virtue of any transfer of, agreement to transfer,
       option or right with respect to, or Lien on, any Property of the Company
       or any Restricted Subsidiary not otherwise prohibited by the indenture.

                                      82

   Nothing contained in this covenant shall prevent the Company or any
Restricted Subsidiary from (1) Incurring or assuming any Lien otherwise
permitted by the indenture, or (2) restricting the sale or other disposition of
Property of the Company or any of its Restricted Subsidiaries that secure Debt
of the Company or any of its Restricted Subsidiaries.

   Limitation on Transactions with Affiliates.  The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, conduct
any business or enter into or suffer to exist any transaction or series of
transactions (including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service) with,
or for the benefit of, any Affiliate of the Company (an "Affiliate
Transaction"), unless:

      (a) the terms of such Affiliate Transaction are:

          (1) set forth in writing, and

          (2) no less favorable to the Company or such Restricted Subsidiary,
       as the case may be, than those that could be obtained in a comparable
       arm's-length transaction with a Person that is not an Affiliate of the
       Company,

      (b) if such Affiliate Transaction involves aggregate payments or value in
   excess of $5.0 million, the Board of Directors (including a majority of the
   disinterested members of the Board of Directors) approves such Affiliate
   Transaction and, in its good faith judgment, believes that such Affiliate
   Transaction complies with clauses (a)(2) of this paragraph as evidenced by a
   Board Resolution promptly delivered to the trustee, and

      (c) if such Affiliate Transaction involves aggregate payments or value in
   excess of $20.0 million, the Company obtains a written opinion from an
   Independent Financial Advisor to the effect that the consideration to be
   paid or received in connection with such Affiliate Transaction is fair, from
   a financial point of view, to the Company and the Restricted Subsidiaries.

   Notwithstanding the foregoing limitation, the Company or any Restricted
Subsidiary may enter into or suffer to exist the following:

      (a) any transaction or series of transactions between the Company and one
   or more Restricted Subsidiaries or between two or more Restricted
   Subsidiaries in the ordinary course of business;

      (b) any Restricted Payment permitted to be made pursuant to the covenant
   described under "--Limitation on Restricted Payments" or any Permitted
   Investment;

      (c) the payment of compensation and fees (including amounts paid pursuant
   to employee benefit plans or other arrangements, whether in cash, securities
   or other property) for the services of officers, directors and employees of
   the Company or any of the Restricted Subsidiaries who are Affiliates of the
   Company, so long as the Board of Directors in good faith shall have approved
   the terms thereof and deemed the services theretofore or thereafter to be
   performed for such compensation to be fair consideration therefor;

      (d) loans and advances to employees made in the ordinary course of
   business and consistent with the past practices of the Company or such
   Restricted Subsidiary, as the case may be; and

      (e) agreements in existence on the Issue Date and listed on a schedule to
   the indenture,

      (f) the disposition or transfer of Soterra or any Unrestricted Subsidiary
   in a transaction that satisfies the applicable requirements contained within
   the covenant below captioned "--Limitation on Asset Sales",

      (g) any payments or other transactions pursuant to any tax-sharing
   agreement between the Company and any other Person approved by the Board of
   Directors with which the Company files a consolidated tax return or with
   which the Company is a part of a consolidated group for tax purposes;

      (h) the issuance or sale of any Capital Stock of the Company other than
   Disqualified Stock; and

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      (i) any sale, conveyance or other transfer of Receivables and other
   related assets customarily transferred in a Qualified Securitization
   Transaction.

   Limitation on Layered Debt.  The Company shall not, and shall not permit any
Restricted Subsidiary that is a Subsidiary Guarantor to, Incur, directly or
indirectly, any Debt that is subordinate or junior in right of payment to any
Senior Debt unless such Debt is Senior Subordinated Debt or is expressly
subordinated in right of payment to Senior Subordinated Debt. In addition, no
Restricted Subsidiary that is a Subsidiary Guarantor shall Guarantee, directly
or indirectly, any Debt of the Company that is subordinate or junior in right
of payment to any Senior Debt unless such Guarantee is expressly subordinate in
right of payment to, or ranks pari passu with, the Subsidiary Guaranty of such
Subsidiary Guarantor.

  Designation of Restricted and Unrestricted Subsidiaries.

   The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation (which would constitute an
Investment in such Subsidiary) would not result in a breach of the covenant
described under "--Limitation on Restricted Payments" or otherwise cause a
Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments
owned by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under
the first paragraph of the "--Restricted Payments" covenant or Permitted
Investments, as determined by the Company. That designation will only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

   The Board of Directors also may designate any Subsidiary of the Company to
be an Unrestricted Subsidiary if:

      (a) the Subsidiary to be so designated does not own any Capital Stock or
   Debt of, or own or hold any Lien on any Property of, the Company or any
   other Restricted Subsidiary, and

      (b) either:

          (1) the Subsidiary to be so designated has total assets of $5,000 or
       less, or

          (2) such designation is effective immediately upon such entity
       becoming a Subsidiary of the Company.

   Unless so designated as an Unrestricted Subsidiary, any Person that becomes
a Subsidiary of the Company will be classified as a Restricted Subsidiary;
provided, however, that such Subsidiary shall not be designated a Restricted
Subsidiary and shall be automatically classified as an Unrestricted Subsidiary
if either of the requirements set forth in clauses (x) and (y) of the
immediately following paragraph will not be satisfied after giving pro forma
effect to such classification or if such Person is a Subsidiary of an
Unrestricted Subsidiary.

   Our Board of Directors may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if, immediately after giving pro forma effect to such
designation,

      (x) the Company could Incur at least $1.00 of additional Debt pursuant to
   clause (1) of the first paragraph of the covenant described under
   "--Limitation on Debt", and

      (y) no Default or Event of Default shall have occurred and be continuing
   or would result therefrom.

   Any such designation or redesignation by the Board of Directors will be
evidenced to the trustee by filing with the trustee a Board Resolution giving
effect to such designation or redesignation and an Officers' Certificate that:

      (a) certifies that such designation or redesignation complies with the
   foregoing provisions, and

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      (b) gives the effective date of such designation or redesignation, such
   filing with the trustee to occur within 45 days after the end of the fiscal
   quarter of the Company in which such designation or redesignation is made
   (or, in the case of a designation or redesignation made during the last
   fiscal quarter of the Company's fiscal year, within 90 days after the end of
   such fiscal year).

   Future Subsidiary Guarantors.  The Company shall cause (a) each Person that
becomes a Domestic Restricted Subsidiary following the Issue Date to execute
and deliver to the trustee a Subsidiary Guaranty at the time such Person
becomes a Domestic Restricted Subsidiary, excluding any Special Purpose
Vehicle, and (b) any Foreign Restricted Subsidiary that Guarantees any Debt of
the Company or of any Domestic Restricted Subsidiary following the Issue Date
to execute and deliver to the trustee a Subsidiary Guaranty at the time of such
guaranty.

   Payments for Consents.  The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any holder of
any notes for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of the indentures or the notes unless such
consideration is offered to be paid or is paid all holders of the notes that
consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

Merger, Consolidation and Sale of Property

   The Company shall not merge, consolidate or amalgamate with or into any
other Person (other than a merger of a Wholly Owned Restricted Subsidiary into
the Company) or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all its Property in any one transaction or series of
transactions unless:

      (a) the Company shall be the surviving Person (the "Surviving Person") or
   the Surviving Person (if other than the Company) formed by such merger,
   consolidation or amalgamation or to which such sale, transfer, assignment,
   lease, conveyance or disposition is made shall be a corporation organized
   and existing under the laws of the United States of America, any State
   thereof or the District of Columbia;

      (b) the Surviving Person (if other than the Company) expressly assumes,
   by supplemental indenture, executed and delivered to the trustee by such
   Surviving Person, the due and punctual payment of the principal of, and
   premium, if any, and interest on, all the notes, according to their tenor,
   and the due and punctual performance and observance of all the covenants and
   conditions of the indenture to be performed by the Company;

      (c) in the case of a sale, transfer, assignment, lease, conveyance or
   other disposition of all or substantially all the Property of the Company,
   such Property shall have been transferred as an entirety or virtually as an
   entirety to one Person;

      (d) immediately after giving effect to such transaction or series of
   transactions on a pro forma basis (and treating, for purposes of this clause
   (d) and clauses (e) and (f) below, any Debt that becomes, or is anticipated
   to become, an obligation of the Surviving Person or any Restricted
   Subsidiary as a result of such transaction or series of transactions as
   having been Incurred by the Surviving Person or such Restricted Subsidiary
   at the time of such transaction or series of transactions), no Default or
   Event of Default shall have occurred and be continuing;

      (e) immediately after giving effect to such transaction or series of
   transactions on a pro forma basis, the Company or the Surviving Person, as
   the case may be, would be able to Incur at least $1.00 of additional Debt
   under clause (1) of the first paragraph of the covenant described under
   "--Certain Covenants--Limitation on Debt"; and

      (f) the Company shall deliver, or cause to be delivered, to the trustee,
   in form and substance reasonably satisfactory to the trustee, an Officers'
   Certificate and an Opinion of Counsel, each stating that such transaction
   and the supplemental indenture, if any, in respect thereto comply with this
   covenant and that all conditions precedent herein provided for relating to
   such transaction have been satisfied.

                                      85

   The Company shall not permit any Restricted Subsidiary that is a Subsidiary
Guarantor to merge, consolidate or amalgamate with or into any other Person
(other than a merger of a Wholly Owned Restricted Subsidiary into such
Subsidiary Guarantor) or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or
series of transactions unless:

      (a) in the case of the Subsidiary Guarantor that is a Domestic Restricted
   Subsidiary, the Surviving Person (if not such Subsidiary Guarantor) formed
   by such merger, consolidation or amalgamation or to which such sale,
   transfer, assignment, lease, conveyance or disposition is made shall be a
   corporation organized and existing under the laws of the United States of
   America, any State thereof or the District of Columbia;

      (b) the Surviving Person (if other than such Subsidiary Guarantor)
   expressly assumes, by Subsidiary Guaranty, executed and delivered to the
   trustee by such Surviving Person, the due and punctual performance and
   observance of all the obligations of such Subsidiary Guarantor under its
   Subsidiary Guaranty;

      (c) in the case of a sale, transfer, assignment, lease, conveyance or
   other disposition of all or substantially all the Property of such
   Subsidiary Guarantor, such Property shall have been transferred as an
   entirety or virtually as an entirety to one Person;

      (d) immediately after giving effect to such transaction or series of
   transactions on a pro forma basis (and treating, for purposes of this clause
   (d) and clauses (e) and (f) below, any Debt that becomes, or is anticipated
   to become, an obligation of the Surviving Person, the Company or any
   Restricted Subsidiary as a result of such transaction or series of
   transactions as having been Incurred by the Surviving Person, the Company or
   such Restricted Subsidiary at the time of such transaction or series of
   transactions), no Default or Event of Default shall have occurred and be
   continuing;

      (e) immediately after giving effect to such transaction or series of
   transactions on a pro forma basis, the Company would be able to Incur at
   least $1.00 of additional Debt under clause (1) of the first paragraph of
   the covenant described under "--Certain Covenants--Limitation on Debt"; and

      (f) the Company shall deliver, or cause to be delivered, to the trustee,
   in form and substance reasonably satisfactory to the trustee, an Officers'
   Certificate and an Opinion of Counsel, each stating that such transaction
   and such Subsidiary Guaranty, if any, in respect thereto comply with this
   covenant and that all conditions precedent herein provided for relating to
   such transaction have been satisfied.

The foregoing provisions (other than clause (d)) shall not apply to any
transactions which constitute an Asset Sale if the Company has complied with
the covenant described under "--Certain Covenants--Limitation on Asset Sales."

   The Surviving Person shall succeed to, and be substituted for, and may
exercise every right and power of the Company under the indenture (or of the
Subsidiary Guarantor under the Subsidiary Guaranty, as the case may be), but
the predecessor Company in the case of:

      (a) a sale, transfer, assignment, conveyance or other disposition (unless
   such sale, transfer, assignment, conveyance or other disposition is of all
   or substantially all of the assets of the Company as an entirety or
   virtually as an entirety), or

      (b) a lease,

shall not be released from any of the obligations or covenants under the
indenture, including with respect to the payment of the notes.

SEC Reports

   Notwithstanding that the Company or the Guarantors may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act and so long
as any notes remain outstanding, the Company shall file with the SEC and
provide the trustee and holders of notes with such annual reports and such
information,

                                      86

documents and other reports as are specified in Sections 13 and 15(d) of the
Exchange Act and applicable to a U.S. corporation subject to such Sections,
such information, documents and reports to be so filed and provided at the
times specified for the filing of such information, documents and reports under
such Sections; provided, however, that the Company shall not be so obligated to
file such information, documents and reports with the SEC if the SEC does not
permit such filings.

Events of Default

   Events of Default in respect of the notes include:

      (1) failure to make the payment of any interest or Special Interest, if
   any, on the notes when the same becomes due and payable, and such failure
   continues for a period of 30 days;

      (2) failure to make the payment of any principal of, or premium, if any,
   on, any of the notes when the same becomes due and payable at its Stated
   Maturity, upon acceleration, redemption, optional redemption, required
   repurchase or otherwise;

      (3) failure to comply with the covenant described under "--Merger,
   Consolidation and Sale of Property";

      (4) failure to comply with any other covenant or agreement in the notes
   or in the indenture (other than a failure that is the subject of the
   foregoing clause (1), (2) or (3)) and such failure continues for 30 days
   after written notice is given to the Company as provided below;

      (5) a default under any Debt by the Company or any Restricted Subsidiary
   that results in acceleration of the maturity of such Debt, or failure to pay
   any such Debt at maturity, in an aggregate amount greater than $20.0 million
   or its foreign currency equivalent at the time (the "cross acceleration
   provisions");

      (6) any judgment or judgments for the payment of money in an aggregate
   amount in excess of $20.0 million (or its foreign currency equivalent at the
   time) (net of applicable insurance coverage) that shall be rendered against
   the Company or any Restricted Subsidiary by a court of competent
   jurisdiction and that judgment shall not be vacated, waived, satisfied or
   discharged for any period of 60 consecutive days during which a stay of
   enforcement shall not be in effect (the "judgment default provisions");

      (7) certain events involving bankruptcy, insolvency or reorganization of
   the Company or any Restricted Subsidiary that is a Significant Subsidiary
   (the "bankruptcy provisions"); and

      (8) any Subsidiary Guaranty of one or more Restricted Subsidiaries that
   are Subsidiary Guarantors which by themselves or taken together would
   constitute a Significant Subsidiary ceases to be in full force and effect
   (other than in accordance with the terms of such Subsidiary Guaranty or the
   indenture) or any Subsidiary Guarantor denies or disaffirms its obligations
   under its Subsidiary Guaranty (the "guaranty provisions").

   A Default under clause (4) is not an Event of Default until the trustee or
the holders of not less than 25% in aggregate principal amount of the notes
then outstanding, as applicable, notify the Company of the Default and the
Company does not cure such Default within the time specified after receipt of
such notice. Such notice must specify the Default, demand that it be remedied
and state that such notice is a "Notice of Default."

   The Company shall deliver to the trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event that with the giving of notice and the lapse of time would become an
Event of Default, its status and what action the Company is taking or proposes
to take with respect thereto.

   If an Event of Default with respect to the notes (other than an Event of
Default resulting from certain events involving bankruptcy, insolvency or
reorganization with respect to the Company) shall have occurred and be
continuing, the trustee or the registered holders of not less than 25% in
aggregate principal amount of the notes then outstanding may declare to be
immediately due and payable the principal amount of all the applicable notes

                                      87

then outstanding, plus accrued but unpaid interest to the date of acceleration.
In case an Event of Default resulting from certain events of bankruptcy,
insolvency or reorganization with respect to the Company shall occur, such
amount with respect to all the applicable notes shall be due and payable
immediately without any declaration or other act on the part of the trustee or
the holders of those notes. After any such acceleration, but before a judgment
or decree based on acceleration is obtained by the trustee, the registered
holders of a majority in aggregate principal amount of the notes then
outstanding may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than the nonpayment of accelerated
principal, premium or interest, have been cured or waived as provided in the
indenture.

   Subject to the provisions of the indenture relating to the duties of the
trustee, in case an Event of Default shall occur and be continuing, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders of the notes,
unless such holders shall have offered to the trustee reasonable indemnity.
Subject to such provisions for the indemnification of the trustee, the holders
of a majority in aggregate principal amount of the applicable notes then
outstanding will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the notes.

   No holder of notes will have any right to institute any proceeding with
respect to the indenture, or for the appointment of a receiver or trustee, or
for any remedy thereunder, unless:

      (a) such holder has previously given to the trustee written notice of a
   continuing Event of Default,

      (b) the registered holders of at least 25% in aggregate principal amount
   of the notes then outstanding, as applicable, have made written request and
   offered reasonable indemnity to the trustee to institute such proceeding as
   trustee, and

      (c) the trustee shall not have received from the registered holders of a
   majority in aggregate principal amount of the notes then outstanding a
   direction inconsistent with such request and shall have failed to institute
   such proceeding within 60 days.

However, such limitations do not apply to a suit instituted by a holder of any
note for enforcement of payment of the principal of, and premium, if any, or
interest on, such note on or after the respective due dates expressed in such
note.

Amendments and Waivers

   Subject to certain exceptions, the indenture may be amended with the consent
of the registered holders of a majority in aggregate principal amount of the
notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for the notes) and any past default or compliance with
any provisions may also be waived (except a default in the payment of
principal, premium, interest or Special Interest, if any, and certain covenants
and provisions of the indenture which cannot be amended without the consent of
each holder of an outstanding note) with the consent of the registered holders
of at least a majority in aggregate principal amount of the notes then
outstanding. However, without the consent of each holder of an outstanding
note, no amendment may, among other things,

      (1) reduce the amount of notes whose holders must consent to an amendment
   or waiver,

      (2) reduce the rate of or extend the time for payment of interest or
   Special Interest, if any, on any note,

      (3) reduce the principal of or extend the Stated Maturity of any note,

      (4) make any note payable in money other than that stated in the note,

      (5) impair the right of any holder of the notes to receive payment of
   principal of and interest on such holder's notes on or after the due dates
   therefor or to institute suit for the enforcement of any payment on or with
   respect to such holder's notes or any Subsidiary Guaranty,

                                      88

      (6) release any security interest that may have been granted in favor of
   the holders of the notes other than pursuant to the terms of such security
   interest,

      (7) reduce the premium payable upon the redemption of any note nor change
   the time at which any note may be redeemed, as described under "--Optional
   Redemption",

      (8) reduce the premium payable upon a Change of Control or, at any time
   after a Change of Control has occurred, change the time at which the Change
   of Control Offer relating thereto must be made or at which the notes must be
   repurchased pursuant to such Change of Control Offer,

      (9) at any time after the Company is obligated to make a Prepayment Offer
   with the Excess Proceeds from Asset Sales, change the time at which such
   Prepayment Offer must be made or at which the notes must be repurchased
   pursuant thereto,

      (10) make any change to the subordination provisions of the indenture
   that would adversely affect the holders of the applicable notes, or

      (11) make any change in any Subsidiary Guaranty that would adversely
   affect the holders of the notes.

   Without the consent of any holder of the notes, the Company and the trustee
may amend the indenture to:

      (1) cure any ambiguity, omission, defect or inconsistency,

      (2) provide for the assumption by a successor corporation of the
   obligations of the Company under the indenture,

      (3) provide for uncertificated notes in addition to or in place of
   certificated notes (provided that the uncertificated notes are issued in
   registered form for purposes of Section 163(f) of the Code, or in a manner
   such that the uncertificated notes are described in Section 163(f)(2)(B) of
   the Code),

      (4) add additional Guarantees with respect to the notes or to release
   Subsidiary Guarantors from Subsidiary Guaranties as provided by the terms of
   the indenture,

      (5) secure the notes, to add to the covenants of the Company for the
   benefit of the holders of the notes or to surrender any right or power
   conferred upon the Company,

      (6) make any change that does not adversely affect the rights of any
   holder of the notes,

      (7) make any change to the subordination provisions of the indenture that
   would limit or terminate the benefits available to any holder of Senior Debt
   under such provisions,

      (8) to comply with any requirement of the Commission in connection with
   the qualification of the indenture under the Trust Indenture Act, or

      (9) provide for the issuance of additional notes in accordance with the
   indenture.

   No amendment may be made to the subordination provisions of the indenture
that adversely affects the rights of any holder of Senior Debt then outstanding
unless the holders of such Senior Debt (or their Representative) consent to
such change. The consent of the holders of the notes is not necessary to
approve the particular form of any proposed amendment. It is sufficient if such
consent approves the substance of the proposed amendment. After an amendment
becomes effective, the Company is required to mail to each registered holder of
the notes at such holder's address appearing in the Security Register a notice
briefly describing such amendment. However, the failure to give such notice to
all holders of the notes, or any defect therein, will not impair or affect the
validity of the amendment.

                                      89

Defeasance

   The Company at any time may terminate all its obligations under the notes
and the indenture ("legal defeasance"), except for certain obligations,
including those respecting the defeasance trust and obligations to register the
transfer or exchange of the notes, to replace mutilated, destroyed, lost or
stolen notes and to maintain a registrar and paying agent in respect of the
notes. The Company at any time may terminate:

      (1) its obligations under the covenants described under "--Repurchase at
   the Option of Holders Upon a Change of Control" and "--Certain Covenants",

      (2) the operation of the cross acceleration provisions, the judgment
   default provisions, the bankruptcy provisions with respect to Significant
   Subsidiaries and the guaranty provisions described under "--Events of
   Default" above, and

      (3) the limitations contained in clause (e) under the first paragraph of,
   and in the second paragraph of, "--Merger, Consolidation and Sale of
   Property" above ("covenant defeasance").

The Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

   If the Company exercises its legal defeasance option, payment of the notes
may not be accelerated because of an Event of Default with respect thereto. If
the Company exercises its covenant defeasance option, payment of the notes may
not be accelerated because of an Event of Default specified in clause (4) (with
respect to the covenants described under "--Certain Covenants"), (5), (6), (7)
(with respect only to Restricted Subsidiaries that are Significant
Subsidiaries) or (8) under "--Events of Default" above or because of the
failure of the Company to comply with clauses (e) and (f) under the first
paragraph of, or with the second paragraph of, "--Merger, Consolidation and
Sale of Property" above. If the Company exercises its legal defeasance option
or its covenant defeasance option, each Subsidiary Guarantor will be released
from all its obligations under its Subsidiary Guaranty.

   The legal defeasance option or the covenant defeasance option may be
exercised only if:

      (a) the Company irrevocably deposits in trust with the trustee money or
   U.S. Government Obligations for the payment of principal of and interest or
   Special Interest, if any, on the notes to maturity or redemption, as the
   case may be;

      (b) the Company delivers to the trustee a certificate from a nationally
   recognized firm of independent certified public accountants expressing their
   opinion that the payments of principal and interest when due and without
   reinvestment on the deposited U.S. Government Obligations plus any deposited
   money without investment will provide cash at such times and in such amounts
   as will be sufficient to pay principal and interest when due on all the
   notes to maturity or redemption, as the case may be;

      (c) no Default or Event of Default has occurred and is continuing on the
   date of such deposit and after giving effect thereto;

      (d) such deposit does not constitute a default under any other agreement
   or instrument binding on the Company;

      (e) the Company delivers to the trustee an Opinion of Counsel to the
   effect that the trust resulting from the deposit does not constitute, or is
   qualified as, a regulated investment company under the Investment Company
   Act of 1940;

      (f) in the case of the legal defeasance option, the Company delivers to
   the trustee an Opinion of Counsel stating that:

          (1) the Company has received from the Internal Revenue Service a
       ruling, or

          (2) since the date of the indenture there has been a change in the
       applicable Federal income tax law, to the effect, in either case, that,
       and based thereon such Opinion of Counsel shall confirm that, the
       holders of the notes will not recognize income, gain or loss for federal
       income tax purposes as a result of such defeasance and will be subject
       to federal income tax on the same amounts, in the same manner and at the
       same time as would have been the case if such defeasance has not
       occurred;

                                      90

      (h) in the case of the covenant defeasance option, the Company delivers
   to the trustee an Opinion of Counsel to the effect that the holders of the
   notes will not recognize income, gain or loss for federal income tax
   purposes as a result of such covenant defeasance and will be subject to
   federal income tax on the same amounts, in the same manner and at the same
   times as would have been the case if such covenant defeasance had not
   occurred; and

      (i) the Company delivers to the trustee an Officers' Certificate and an
   Opinion of Counsel, each stating that all conditions precedent to the
   defeasance and discharge of the notes have been complied with as required by
   the indenture.

Governing Law

   The indenture and the notes are governed by the internal laws of the State
of New York without reference to principles of conflicts of law.

The Trustee

   J.P. Morgan Trust Company, National Association is the trustee under the
indenture.

   Except during the continuance of an Event of Default, the trustee will
perform only such duties as are specifically set forth in the indenture. During
the existence of an Event of Default, the trustee will exercise such of the
rights and powers vested in it under the indenture and use the same degree of
care and skill in its exercise as a prudent person would exercise under the
circumstances in the conduct of such person's own affairs.

Certain Definitions

   Set forth below is a summary of certain of the defined terms used in the
indenture. Reference is made to the indenture for the full definition of all
such terms as well as any other capitalized terms used herein for which no
definition is provided. Unless the context otherwise requires, an accounting
term not otherwise defined has the meaning assigned to it in accordance with
GAAP.

   "Additional Assets" means:

      (a) any Property (other than cash, Cash Equivalents and securities) to be
   owned by the Company or any Restricted Subsidiary and used in a Permitted
   Business; or

      (b) Capital Stock of a Person that becomes a Restricted Subsidiary as a
   result of the acquisition of such Capital Stock by the Company or another
   Restricted Subsidiary from any Person other than the Company or a Subsidiary
   of the Company; provided, however, that, in the case of clause (b), such
   Restricted Subsidiary is primarily engaged in a Permitted Business.

   "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of the covenants described under "--Certain Covenants--Limitation on
Transactions with Affiliates," "--Limitation on Asset Sales" and the definition
of "Additional Assets" only, "Affiliate" shall also mean any beneficial owner
of shares representing 10% or more of the total voting power of the Voting
Stock (on a fully diluted basis) of the Company or of rights or warrants to
purchase such Voting Stock (whether or not currently exercisable) and any
Person who would be an Affiliate of any such beneficial owner pursuant to the
first sentence hereof.

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   "Asset Sale" means any sale, lease (other than operating leases entered into
in the ordinary course of business), transfer, issuance or other disposition
(or series of related sales, leases, transfers, issuances or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of

      (a) any shares of Capital Stock of a Restricted Subsidiary (other than
   directors' qualifying shares or shares of non-US persons required by
   applicable law), or

      (b) any other assets of the Company or any Restricted Subsidiary outside
   of the ordinary course of business of the Company or such Restricted
   Subsidiary,

other than, in the case of clause (a) or (b) above,

      (1) any disposition by a Restricted Subsidiary to the Company or by the
   Company or a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary,

      (2) any disposition that constitutes a Permitted Investment or Restricted
   Payment permitted by the covenant described under "--Certain
   Covenants--Limitation on Restricted Payments",

      (3) any disposition effected in compliance with the first paragraph of
   the covenant described under "--Merger, Consolidation and Sale of
   Property"), and

      (4) any disposition or series of related dispositions of Property with an
   aggregate Fair Market Value and for net proceeds of less than $2.5 million,

      (5) a disposition of obsolete or worn out property or property that is no
   longer useful in the conduct of the business of the Company and its
   Restricted Subsidiaries and that is disposed of in each case in the ordinary
   course of business,

      (6) an issuance of Capital Stock by a Restricted Subsidiary of the
   Company to the Company or to a Restricted Subsidiary,

      (7) the granting of any Lien (or foreclosure thereon) securing Debt to
   the extent that such Lien is granted in compliance with "Limitation on
   Liens" above and dispositions in connection with Permitted Liens, and

      (8) sales, conveyances or other dispositions in connection with any
   Qualified Securitization Transaction.

   "Attributable Debt" in respect of a sale and leaseback transaction means, at
the time of determination, the greater of (a) the fair value of the property
subject to such arrangement (as determined in good faith by our Board of
Directors) or (b) the present value (discounted at the interest rate borne by
the notes, compounded annually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such sale
and leaseback transaction, including any period for which such lease has been
extended or may, at the option of the lessor, be extended.

   "Average Life" means, as of any date of determination, with respect to any
Debt or Preferred Stock, the quotient obtained by dividing:

      (a) the sum of the product of the numbers of years (rounded to the
   nearest one-twelfth of one year) from the date of determination to the dates
   of each successive scheduled principal payment of such Debt or redemption or
   similar payment with respect to such Preferred Stock multiplied by the
   amount of such payment by

      (b) the sum of all such payments.

   "Board of Directors" means the Board of Directors of the Company or any
committee thereof authorized with respect to any particular matter to exercise
the power of Board of Directors of the Company.

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   "Capital Lease Obligations" means any obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP; and the amount of Debt represented by such obligation shall be the
capitalized amount of such obligations determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty. For
purposes of "--Certain Covenants--Limitation on Liens", a Capital Lease
Obligation shall be deemed secured by a Lien on the Property being leased.

   "Capital Stock" means, with respect to any Person, any shares or other
equivalents (however designated) of any class of corporate stock, partnership
interests or membership interests in a limited liability company or any other
participations, rights, warrants, options or other interests in the nature of
an equity interest in such Person, including Preferred Stock, but excluding any
debt security convertible or exchangeable into such equity interest.

   "Capital Stock Sale Proceeds" means the aggregate cash proceeds received by
the Company from the issuance or sale (other than to a Subsidiary of the
Company or a Person in connection with a stock ownership plan or trust or other
arrangement established by the Company or any such Subsidiary for the benefit
of their employees or directors) by the Company of its Capital Stock (other
than Disqualified Stock) after the Issue Date, net of attorneys' fees,
accountants' fees, underwriters', investment bankers' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees and
expenses actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.

   "Cash Equivalents" means any of the following:

      (a) Investments in U.S. Government Obligations maturing within 365 days
   of the date of acquisition thereof;

      (b) Investments in time deposit accounts, certificates of deposit and
   money market deposits maturing within 180 days of the date of acquisition
   thereof issued or bankers acceptances, by a bank or trust company organized
   under the laws of the United States of America or any state thereof or the
   District of Columbia having capital, surplus and undivided profits
   aggregating in excess of $500 million and whose long-term debt is rated
   "A-3" or "A-" or higher according to Moody's or S&P (or such similar
   equivalent rating by at least one "nationally recognized statistical rating
   organization" (as defined in Rule 436 under the Securities Act));

      (c) repurchase obligations with a term of not more than 30 days for
   underlying securities of the types described in clause (a) entered into with:

          (1) a bank meeting the qualifications described in clause (b) above,
       or

          (2) any primary government securities dealer reporting to the Market
       Reports Division of the Federal Reserve Bank of New York;

      (d) Investments in commercial paper, maturing not more than 365 days
   after the date of acquisition, issued by a corporation (other than an
   Affiliate of the Company) or financial institution organized and in
   existence under the laws of the United States of America or any state
   thereof or the District of Columbia with a rating at the time as of which
   any Investment therein is made of "P-1" (or higher) according to Moody's or
   "A-1" (or higher) according to S&P (or such similar equivalent rating by at
   least one "nationally recognized statistical rating organization" (as
   defined in Rule 436 under the Securities Act));

      (e) direct obligations (or certificates representing an ownership
   interest in such obligations) of any state of the United States of America
   (including any agency or instrumentality thereof) for the payment of which
   the full faith and credit of such state is pledged and which are not
   callable or redeemable at the issuer's option, provided that:

          (1) the long-term debt of such state is rated "A-3" or "A-" or higher
       according to Moody's or S&P (or such similar equivalent rating by at
       least one "nationally recognized statistical rating organization" (as
       defined in Rule 436 under the Securities Act)), and

                                      93

          (2) such obligations mature within 180 days of the date of
       acquisition thereof; and

      (f) interests in any money market fund substantially all of the assets of
   which are of the type specified in clauses (a) through (e) above.

   "Change of Control" means the occurrence of any of the following events:

      (a) any "person" or "group" (as such terms are used in Sections 13(d) and
   14(d) of the Exchange Act or any successor provisions to either of the
   foregoing) of persons, other than the Permitted Holders, become the
   "beneficial owners" (as defined in Rule 13d-3 under the Exchange Act, except
   that a person will be deemed to have "beneficial ownership" of all shares
   that any such person has the right to acquire, whether such right is
   exercisable immediately or only after the passage of time), directly or
   indirectly, of more than 35% of the total voting power of the Voting Stock
   of the Company, whether as a result of the issuance of securities of the
   Company, any merger, consolidation, liquidation or dissolution of the
   Company, any direct or indirect transfer of securities by the Permitted
   Holders or otherwise (for purposes of this clause (a), the Permitted Holders
   will be deemed to beneficially own any Voting Stock of a specified
   corporation held by a parent corporation so long as the Permitted Holders
   beneficially own, directly or indirectly, in the aggregate a majority of the
   total voting power of the Voting Stock of such parent corporation); or

      (b) the sale, transfer, assignment, lease, conveyance or other
   disposition, directly or indirectly, of all or substantially all the assets
   of the Company and the Restricted Subsidiaries, considered as a whole (other
   than a disposition of such assets as an entirety or virtually as an entirety
   to a Wholly Owned Restricted Subsidiary or one or more Permitted Holders or
   a Person of which one or more of the Permitted Holders own more than 50% of
   the voting power) shall have occurred, or the Company merges, consolidates
   or amalgamates with or into any other Person (other than one or more
   Permitted Holders) or any other Person (other than one or more Permitted
   Holders or a Person of which one or more of the Permitted Holders own more
   than 50% of the voting power) merges, consolidates or amalgamates with or
   into the Company, in any such event pursuant to a transaction in which the
   outstanding Voting Stock of the Company is reclassified into or exchanged
   for cash, securities or other Property, other than any such transaction
   where:

          (1) the outstanding Voting Stock of the Company is reclassified into
       or exchanged for other Voting Stock of the Company or for Voting Stock
       of the surviving corporation, and

          (2) the holders of the Voting Stock of the Company immediately prior
       to such transaction own, directly or indirectly, not less than a
       majority of the Voting Stock of the Company or the surviving corporation
       immediately after such transaction and in substantially the same
       proportion as before the transaction; or

      (c) during any period of two consecutive years, individuals who at the
   beginning of such period constituted the Board of Directors (together with
   any new directors whose election or appointment by such Board or whose
   nomination for election by the stockholders of the Company was approved by a
   vote of not less than a majority of the directors then still in office who
   were either directors at the beginning of such period or whose election or
   nomination for election was previously so approved) cease for any reason to
   constitute a majority of the Board of Directors then in office; or

      (d) the stockholders of the Company shall have approved any plan of
   liquidation or dissolution of the Company.

   "Code" means the Internal Revenue Code of 1986, as amended.

   "Commodity Price Protection Agreement" means, in respect of a Person, any
forward contract, commodity swap agreement, commodity option agreement or other
similar agreement or arrangement designed to protect such Person against
fluctuations in commodity prices.

   "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes that would be utilized, at

                                      94

the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the trustee after consultation with the
Company.

   "Comparable Treasury Price" means, with respect to any redemption date:

      (a) the average of the bid and asked prices for the Comparable Treasury
   Issue (expressed in each case as a percentage of its principal amount) on
   the third business day preceding such redemption date, as set forth in the
   most recently published statistical release designated "H.15 (519)" (or any
   successor release) published by the Board of Governors of the Federal
   Reserve System and which establishes yields on actively traded United States
   treasury securities adjusted to constant maturity under the caption
   "Treasury Constant Maturities" or

      (b) if such release (or any successor release) is not published or does
   not contain such prices on such business day, the average of the Reference
   Treasury Dealer Quotations for such redemption date.

   "Consolidated Current Liabilities" means, as of any date of determination,
the aggregate amount of liabilities of the Company and its consolidated
Restricted Subsidiaries which may properly be classified as current liabilities
(including taxes accrued as estimated), after eliminating all current
maturities of long-term Debt.

   "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of:

      (a) the aggregate amount of EBITDA for the most recent four consecutive
   fiscal quarters ending at least 45 days prior to such determination date to

      (b) Consolidated Interest Expense for such four fiscal quarters;

   provided, however, that:

      (1) if

          (A) since the beginning of such period the Company or any Restricted
       Subsidiary has Incurred any Debt that remains outstanding or Repaid any
       Debt, or

          (B) the transaction giving rise to the need to calculate the
       Consolidated Interest Coverage Ratio is an Incurrence or Repayment of
       Debt,

   Consolidated Interest Expense for such period shall be calculated after
   giving effect on a pro forma basis to such Incurrence or Repayment as if
   such Debt was Incurred or Repaid on the first day of such period, provided
   that, in the event of any such Repayment of Debt, EBITDA for such period
   shall be calculated as if the Company or such Restricted Subsidiary had not
   earned any interest income actually earned during such period in respect of
   the funds used to Repay such Debt, and

      (2) if

          (A) since the beginning of such period the Company or any Restricted
       Subsidiary shall have made any Asset Sale or an Investment (by merger or
       otherwise) in any Restricted Subsidiary (or any Person which becomes a
       Restricted Subsidiary) or an acquisition of Property which constitutes
       all or substantially all of an operating unit of a business,

          (B) the transaction giving rise to the need to calculate the
       Consolidated Interest Coverage Ratio is such an Asset Sale, Investment
       or acquisition, or

          (C) since the beginning of such period any Person (that subsequently
       became a Restricted Subsidiary or was merged with or into the Company or
       any Restricted Subsidiary since the beginning of such period) shall have
       made such an Asset Sale, Investment or acquisition, then EBITDA for such
       period shall be calculated after giving pro forma effect to such Asset
       Sale, Investment or acquisition as if such Asset Sale, Investment or
       acquisition had occurred on the first day of such period.

                                      95

   If any Debt bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Debt shall be calculated as if the base
interest rate in effect for such floating rate of interest on the date of
determination had been the applicable base interest rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Debt if
such Interest Rate Agreement has a remaining term in excess of 12 months). In
the event the Capital Stock of any Restricted Subsidiary is sold during the
period, the Company shall be deemed, for purposes of clause (1) above, to have
Repaid during such period the Debt of such Restricted Subsidiary to the extent
the Company and its continuing Restricted Subsidiaries are no longer liable for
such Debt after such sale.

   "Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Restricted Subsidiaries, plus, to
the extent not included in such total interest expense, and to the extent
Incurred by the Company or its Restricted Subsidiaries,

      (a) interest expense attributable to Capital Lease Obligations,

      (b) amortization of debt discount and debt issuance cost, including
   commitment fees,

      (c) capitalized interest,

      (d) non-cash interest expense,

      (e) commissions, discounts and other fees and charges owed with respect
   to letters of credit and bankers' acceptance financing,

      (f) net costs associated with Hedging Obligations (including amortization
   of fees),

      (g) Disqualified Stock Dividends to a Person other than the Company or a
   Restricted Subsidiary,

      (h) Preferred Stock Dividends to a Person other than the Company or a
   Restricted Subsidiary,

      (i) interest Incurred in connection with Investments in discontinued
   operations,

      (j) interest accruing on any Debt of any other Person to the extent such
   Debt is Guaranteed by the Company or any Restricted Subsidiary, and

      (k) the cash contributions to any employee stock ownership plan or
   similar trust to the extent such contributions are used by such plan or
   trust to pay interest or fees to any Person (other than the Company) in
   connection with Debt Incurred by such plan or trust.

   "Consolidated Net Income" means, for any period, the net income (loss) of
the Company and its consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income:

      (a) any net income (loss) of any Person (other than the Company) if such
   Person is not a Restricted Subsidiary, except that:

          (1) subject to the exclusion contained in clause (d) below, the net
       income of any Person that is not a Restricted Subsidiary shall be
       included only to the extent of the aggregate amount of cash distributed
       by such Person during such period to the Company or a Restricted
       Subsidiary as a dividend or other distribution (subject, in the case of
       a dividend or other distribution to a Restricted Subsidiary, to the
       limitations contained in clause (c) below), and

          (2) the equity of the Company and its consolidated Restricted
       Subsidiaries in a net loss of any such Person other than an Unrestricted
       Subsidiary for such period shall be included in determining such
       Consolidated Net Income,

      (b) for purposes of the covenant described under "--Certain
   Covenants--Limitation on Restricted Payments" only, any net income (loss) of
   any Person acquired by the Company or any of its consolidated Subsidiaries
   in a pooling of interests transaction for any period prior to the date of
   such acquisition,

                                      96

      (c) any net income (loss) of any Restricted Subsidiary if such Restricted
   Subsidiary is subject to restrictions, directly or indirectly, on the
   payment of dividends or the making of distributions, directly or indirectly,
   to the Company, except that:

          (1) subject to the exclusion contained in clause (d) below, the
       equity of the Company and its Consolidated Restricted Subsidiaries in
       the net income of any such Restricted Subsidiary for such period shall
       be included in such Consolidated Net Income up to the aggregate amount
       of cash distributed by such Restricted Subsidiary during such period to
       the Company or another Restricted Subsidiary as a dividend or other
       distribution (subject, in the case of a dividend or other distribution
       to another Restricted Subsidiary, to the limitation contained in this
       clause), and

          (2) the equity of the Company and its Consolidated Restricted
       Subsidiaries in a net loss of any such Restricted Subsidiary for such
       period shall be included in determining such Consolidated Net Income,

      (d) any gain or loss realized upon the sale or other disposition of any
   Property of the Company or any of its consolidated Subsidiaries that is not
   sold or otherwise disposed of in the ordinary course of business (provided
   that sales or other dispositions of assets in connection with any Qualified
   Securitization Transaction shall be deemed to be in the ordinary course),

      (e) any extraordinary gain or loss,

      (f) the cumulative effect of a change in accounting principles and

      (g) any non-cash compensation expense realized for grants of performance
   shares, stock options or other rights to officers, directors and employees
   of the Company or any Restricted Subsidiary, provided that such shares,
   options or other rights can be redeemed at the option of the holder only for
   Capital Stock of the Company (other than Disqualified Stock).

Notwithstanding the foregoing, for purposes of the covenant described under
"--Certain Covenants--Limitation on Restricted Payments" only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of Property from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under such
covenant pursuant to clause (c)(4) thereof.

   "Consolidated Net Tangible Assets" means, as of any date of determination,
the sum of the amounts that would appear on a consolidated balance sheet of the
Company and its consolidated Restricted Subsidiaries as the total assets (less
accumulated depreciation, depletion and amortization, allowances for doubtful
receivables, other applicable reserves and other properly deductible items) of
the Company and its Restricted Subsidiaries, after giving effect to purchase
accounting and after deducting therefrom Consolidated Current Liabilities and,
to the extent otherwise included, the amounts of (without duplication):

      (a) the excess of cost over fair market value of assets or businesses
   acquired;

      (b) any revaluation or other write-up in book value of assets subsequent
   to the last day of the fiscal quarter of the Company immediately preceding
   the Issue Date as a result of a change in the method of valuation in
   accordance with GAAP;

      (c) unamortized debt discount and expenses and other unamortized deferred
   charges, goodwill, patents, trademarks, service marks, trade names,
   copyrights, licenses, organization or developmental expenses and other
   intangible items;

      (d) minority interests in consolidated Subsidiaries held by Persons other
   than the Company or any Restricted Subsidiary;

      (e) treasury stock;

      (f) cash or securities set aside and held in a sinking or other analogous
   fund established for the purpose of redemption or other retirement of
   Capital Stock to the extent such obligation is not reflected in Consolidated
   Current Liabilities; and

                                      97

      (g) Investments in and assets of Unrestricted Subsidiaries.

   "CorrChoice" means CorrChoice, Inc., an Ohio corporation and the joint
venture entered into by the Company with RDJ Holdings Inc. and a minority
shareholder of a subsidiary of Ohio Packaging Corporation in November 1998 for
the purpose of manufacturing corrugated sheets.

   "Credit Facilities" means, with respect to the Company or any Restricted
Subsidiary, one or more debt or commercial paper facilities with banks or other
institutional lenders (including the Senior Credit Facility) providing for
revolving credit loans, term loans, receivables or inventory financing
(including through the sale of receivables or inventory to such lenders or to
special purpose, bankruptcy remote entities formed to borrow from such lenders
against such receivables or inventory) or trade letters of credit, in each case
together with any extensions, revisions, refinancings or replacements thereof
by a lender or syndicate of lenders.

   "Currency Exchange Protection Agreement" means, in respect of a Person, any
foreign exchange contract, currency swap agreement, currency option or other
similar agreement or arrangement designed to protect such Person against
fluctuations in currency exchange rates.

   "Debt" means, with respect to any Person on any date of determination
(without duplication):

      (a) the principal of and premium (if any) in respect of:

          (1) debt of such Person for money borrowed, and

          (2) debt evidenced by notes, debentures, bonds or other similar
       instruments for the payment of which such Person is responsible or
       liable;

      (b) all Capital Lease Obligations of such Person;

      (c) all obligations of such Person issued or assumed as the deferred
   purchase price of Property, all conditional sale obligations of such Person
   and all obligations of such Person under any title retention agreement (but
   excluding trade accounts payable arising in the ordinary course of business);

      (d) all obligations of such Person for the reimbursement of any obligor
   on any letter of credit, banker's acceptance or similar credit transaction
   (other than obligations with respect to letters of credit securing
   obligations (other than obligations described in (a) through (c) above)
   entered into in the ordinary course of business of such Person to the extent
   such letters of credit are not drawn upon or, if and to the extent drawn
   upon, such drawing is reimbursed no later than the third Business Day
   following receipt by such Person of a demand for reimbursement following
   payment on the letter of credit);

      (e) the amount of all obligations of such Person with respect to the
   Repayment of any Disqualified Stock or, with respect to any Subsidiary of
   such Person, any Preferred Stock (but excluding, in each case, any accrued
   dividends);

      (f) all obligations of the type referred to in clauses (a) through (e) of
   other Persons and all dividends of other Persons for the payment of which,
   in either case, such Person is responsible or liable, directly or
   indirectly, as obligor, guarantor or otherwise, including by means of any
   Guarantee;

      (g) all obligations of the type referred to in clauses (a) through (f) of
   other Persons secured by any Lien on any Property of such Person (whether or
   not such obligation is assumed by such Person), the amount of such
   obligation being deemed to be the lesser of the value of such Property or
   the amount of the obligation so secured; and

      (h) to the extent not otherwise included in this definition, Hedging
   Obligations of such Person.

The amount of Debt of any Person at any date shall be the outstanding balance
at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to

                                      98

the obligation, of any contingent obligations at such date. The amount of Debt
represented by a Hedging Obligation shall be equal to:

      (1) zero if such Hedging Obligation has been Incurred pursuant to clause
   (f), (g) or (h) of the second paragraph of the covenant described under
   "--Certain Covenants--Limitation on Debt", or

      (2) the notional amount of such Hedging Obligation if not Incurred
   pursuant to such clauses.

   Notwithstanding anything to the contrary contained herein, accrual of
interest, accretion or amortization of original issue discount and the payment
of interest or dividends in the form of additional Debt, will be deemed not to
be an Incurrence of Debt for purpose of the covenant entitled "Limitation on
Debt."

   "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

   "Designated Senior Debt" means:

      (a) any Senior Debt that has, at the time of determination, an aggregate
   principal amount outstanding of at least $25.0 million (including the amount
   of all undrawn commitments and matured and contingent reimbursement
   obligations pursuant to letters of credit thereunder) that is specifically
   designated in the instrument evidencing such Senior Debt and is designated
   in a notice delivered by the Company to the holders or a Representative of
   the holders of such Senior Debt and in an Officers' Certificate delivered to
   the trustee as "Designated Senior Debt" of the Company for purposes of the
   indenture, and

      (b) the Credit Facilities.

   "Disqualified Stock" means any Capital Stock of the Company or any of its
Restricted Subsidiaries that by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable, in either case at the
option of the holder thereof) or otherwise:

      (a) matures or is mandatorily redeemable pursuant to a sinking fund
   obligation or otherwise,

      (b) is or may become redeemable or repurchaseable at the option of the
   holder thereof, in whole or in part, or

      (c) is convertible or exchangeable at the option of the holder thereof
   for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the notes.

   "Disqualified Stock Dividends" means all dividends with respect to
Disqualified Stock of the Company held by Persons other than a Wholly Owned
Restricted Subsidiary. The amount of any such dividend shall be equal to the
quotient of such dividend divided by the difference between one and the maximum
statutory federal income tax rate (expressed as a decimal number between 1 and
0) then applicable to the Company.

   "Domestic Restricted Subsidiary" means any Restricted Subsidiary other than
(a) Soterra or a Foreign Restricted Subsidiary, (b) a Subsidiary of Soterra or
a Foreign Restricted Subsidiary or (c) any domestic subsidiary that is or
becomes an Unrestricted Subsidiary.

   "EBITDA" means, for any period, an amount equal to, with respect to the
Company and its consolidated Restricted Subsidiaries:

      (a) the sum of Consolidated Net Income for such period, plus the
   following to the extent reducing Consolidated Net Income for such period:

          (1) the provision for taxes based on income or profits or utilized in
       computing net loss,

          (2) Consolidated Interest Expense,

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          (3) depreciation and depletion,

          (4) amortization of intangibles,

          (5) any other non-cash items (other than any such non-cash item to
       the extent that it represents an accrual of or reserve for cash
       expenditures in any future period or amortization of a prepaid expense)
       and any one-time, non-recurring expenses relating to, or arising from,
       any closures of manufacturing facilities on or after the Issue Date, in
       each case incurred within 12 months after such closure, minus

      (b) all non-cash items increasing Consolidated Net Income for such
   period; provided that, if any Restricted Subsidiary is not a Wholly Owned
   Restricted Subsidiary, EBITDA shall be reduced (to the extent not otherwise
   reduced in accordance with GAAP) by an amount equal to (A) the amount of the
   Consolidated Net Income attributable to such Restricted Subsidiary
   multiplied by (B) the quotient of (1) the number of shares of outstanding
   Capital Stock of such Restricted Subsidiary not owned on the last day of
   such period by the Company or any of its Restricted Subsidiaries divided by
   (2) the total number of shares of outstanding Capital Stock of such
   Restricted Subsidiary on the last day of such period.

   Notwithstanding the foregoing clause (a), the provision for taxes and the
depreciation, amortization and non-cash items of a Restricted Subsidiary shall
be added to Consolidated Net Income to compute EBITDA only to the extent (and
in the same proportion) that the net income of such Restricted Subsidiary was
included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to such Restricted Subsidiary or its shareholders.

   "Event of Default" has the meaning set forth under "--Events of Default."

   "Exchange Act" means the Securities Exchange Act of 1934, as amended.

   "Exchange Notes" means the notes issued in exchange for the notes issued in
this offering as described under "Exchange Offer; Registration Rights."

   "Fair Market Value" means, with respect to any Property, the price that
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided,

      (a) if such Property has a Fair Market Value equal to or less than $5.0
   million, by any Officer of the Company, or

      (b) if such Property has a Fair Market Value in excess of $5.0 million,
   by a majority of the Board of Directors and evidenced by a Board Resolution,
   certified by the secretary or assistant secretary of the Company in a
   Certificate dated within 30 days of the relevant transaction, delivered to
   the trustee.

   "Foreign Restricted Subsidiary" means any Restricted Subsidiary which is not
organized under the laws of the United States of America or any State thereof
or the District of Columbia.

   "GAAP" means United States generally accepted accounting principles as in
effect on the Issue Date, including those set forth:

      (a) in the opinions and pronouncements of the Accounting Principles Board
   of the American Institute of Certified Public Accountants,

      (b) in the statements and pronouncements of the Financial Accounting
   Standards Board,

      (c) in such other statements by such other entity as approved by a
   significant segment of the accounting profession, and

                                      100

      (d) the rules and regulations of the Commission governing the inclusion
   of financial statements (including pro forma financial statements) in
   periodic reports required to be filed pursuant to Section 13 of the Exchange
   Act, including opinions and pronouncements in staff accounting bulletins and
   similar written statements from the accounting staff of the Commission.

   "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person:

      (a) to purchase or pay (or advance or supply funds for the purchase or
   payment of) such Debt of such other Person (whether arising by virtue of
   partnership arrangements, or by agreements to keep-well, to purchase assets,
   goods, securities or services, to take-or-pay or to maintain financial
   statement conditions or otherwise), or

      (b) entered into for the purpose of assuring in any other manner the
   obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include:

      (1) endorsements for collection or deposit in the ordinary course of
   business, or

      (2) a contractual commitment or undertaking by one Person to invest in
   another Person for so long as such Investment is reasonably expected to
   constitute a Permitted Investment under clause (b) of the definition of
   "Permitted Investment."

The term "Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

   "Hedging Obligation" of any Person means any obligation of such Person
pursuant to any Interest Rate Agreement, Currency Exchange Protection
Agreement, Commodity Price Protection Agreement or any other similar agreement
or arrangement.

   "Incur" means, with respect to any Debt or other obligation of any Person,
to create, issue, incur (by merger, conversion, exchange or otherwise), extend,
assume, Guarantee or become liable in respect of such Debt or other obligation
or the recording, as required pursuant to GAAP or otherwise, of any such Debt
or obligation on the balance sheet of such Person (and "Incurrence" and
"Incurred" shall have meanings correlative to the foregoing); provided,
however, that a change in GAAP that results in an obligation of such Person
that exists at such time, and is not theretofore classified as Debt, becoming
Debt shall not be deemed an Incurrence of such Debt and the accrual of interest
(whether such interest is payable in cash or in kind) and the accretion of
original issue discount and an amendment, modification or waiver (to the extent
that it does not increase the principal of or premium or interest on the
applicable Debt) shall not be deemed an incurrence of Debt; provided further,
however, that any Debt or other obligations of a Person existing at the time
such Person becomes a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Restricted
Subsidiary at the time it becomes a Restricted Subsidiary; and provided
further, however, that solely for purposes of determining compliance with
"--Certain Covenants--Limitation on Debt", amortization of debt discount shall
not be deemed to be the Incurrence of Debt, provided that in the case of Debt
sold at a discount, the amount of such Debt Incurred shall at all times be the
aggregate principal amount at Stated Maturity.

   "Independent Financial Advisor" means an investment banking firm of national
standing or any third party appraiser of national standing, provided that such
firm or appraiser is not an Affiliate of the Company.

   "Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect against fluctuations in, or otherwise
manage, interest rates.

                                      101

   "Investment" by any Person means any direct or indirect loan (other than
advances to customers in the ordinary course of business), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other Property to others or payments for Property or services for the account
or use of others, or otherwise) to, or Incurrence of a Guarantee of any
obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of the covenant described under "--Certain Covenants--Limitation
on Restricted Payments", "--Designation of Restricted and Unrestricted
Subsidiaries" and the definition of "Restricted Payment", "Investment" shall
include the portion (proportionate to the Company's equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the
Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as
a Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary of an amount (if positive)
equal to:

      (a) the Company's "Investment" in such Subsidiary at the time of such
   redesignation, less

      (b) the portion (proportionate to the Company's equity interest in such
   Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at
   the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property
other than cash, such Property shall be valued at its Fair Market Value at the
time of such Investment. Investment shall not include endorsements of
negotiable instruments and documents in the ordinary course of business and the
acquisition of assets (other than stock or other securities) by the Company or
a Restricted Subsidiary for consideration.

   "Issue Date" means the date on which the notes are initially issued.

   "Lien" means, with respect to any Property of any Person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such Property (including any Capital Lease
Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).

   "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

   "Net Available Cash" from any Asset Sale means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only
as and when received, but excluding any other consideration received in the
form of assumption by the acquiring Person of Debt or other obligations
relating to the Property that is the subject of such Asset Sale or received in
any other non-cash form), in each case net of:

      (a) all legal, title and recording tax expenses, commissions and other
   fees and expenses incurred, and all Federal, state, provincial, foreign and
   local taxes required to be accrued as a liability under GAAP, as a
   consequence of such Asset Sale,

      (b) all payments made on any Debt that is secured by any Property subject
   to such Asset Sale, in accordance with the terms of any Lien upon or other
   security agreement of any kind with respect to such Property, or which must
   by its terms, or in order to obtain a necessary consent to such Asset Sale,
   or by applicable law, be repaid out of the proceeds from such Asset Sale,
   and all payments made with respect to liabilities associated with the assets
   which are the subject of the Asset Sale, including, without limitation,
   trade payables and other accrued liabilities,

      (c) all distributions and other payments required to be made to minority
   interest holders in Subsidiaries or joint ventures as a result of such Asset
   Sale, and

      (d) the deduction of appropriate amounts provided by the seller as a
   reserve, in accordance with GAAP, against any liabilities associated with
   the Property disposed in such Asset Sale and retained by the Company or any
   Restricted Subsidiary after such Asset Sale.

                                      102

   "Non-recourse Debt" means Debt:

      (a) as to which neither the Company nor any Restricted Subsidiary (i)
   provides credit support of any kind (including any undertaking, agreement or
   instrument that would constitute Debt), (ii) is directly or indirectly
   liable as a guarantor or otherwise, or (iii) constitutes the lender;

      (b) no default with respect to which (including any rights that the
   holders thereof may have to take enforcement action against an Unrestricted
   Subsidiary) would permit upon notice, lapse of time or both any holder of
   any other Debt (other than the notes) of the Company or any Restricted
   Subsidiary to declare a default on such other Debt or cause the payment
   thereof to be accelerated or payable prior to its stated maturity; and

      (c) as to which the lenders have been notified in writing that they will
   not have any recourse to the stock or assets of the Company or any of
   Restricted Subsidiary.

   "Officer" means the Chief Executive Officer, the President, the Chief
Financial Officer or any Vice President of the Company.

   "Officers' Certificate" means a certificate signed by any of the chief
executive officer, chief operating officer or chief financial officer of the
Company, and delivered to the trustee.

   "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the trustee. The counsel may be an employee of or counsel to the
Company or the trustee.

   "Permitted Business" means any business that is related, ancillary or
complementary to, or a reasonable extension, development or expansion of, the
businesses of the Company and the Restricted Subsidiaries, taken as a whole, on
the Issue Date.

   "Permitted Holders" means (i) All Life Foundation, John C. Dempsey Trust,
Naomi A. Coyle Trust, Michael H. Dempsey, Michael H. Dempsey Living Trust,
Naomi C. Dempsey Charitable Lead Annuity Trust, Naomi C. Dempsey, Naomi C.
Dempsey Living Trust, Patricia M. Dempsey, Patricia M. Dempsey Living Trust,
Judith D. Hook, Judith D. Hook Living Trust, Mary T. McAlpin, Mary T. McAlpin
Living Trust, Mary T. McAlpin Charitable Remainder Annuity Trust, John
McNamara, Virginia D. Ragan and Virginia D. Ragan Living Trust; (ii) the
spouses, heirs, legatees, descendants and blood relatives to the third degree
of consanguinity of any person in clause (i); (iii) the executors and
administrators of the estate of any such person, and any court appointed
guardian of any person in clause (i) or (ii); (iv) any trust, family
partnership or similar investment entity for the benefit of any such person
referred to in the foregoing clause (i) or (ii) or any persons (including for
charitable purposes), so long as one or more members of the group consisting of
the Permitted Holders have the exclusive or a joint right to control the voting
and disposition of securities held by such trust, family partnership or other
investment entity; and (v) any employee or retiree benefit plan sponsored by
the Company.

   "Permitted Investment" means any Investment by the Company or a Restricted
Subsidiary in:

      (a) the Company (including any investment in the notes), any Restricted
   Subsidiary or any Person that will, upon the making of such Investment,
   become a Restricted Subsidiary, provided that the primary business of such
   Restricted Subsidiary is a Permitted Business;

      (b) any Person if as a result of such Investment such Person is merged or
   consolidated with or into, or transfers or conveys all or substantially all
   its Property to, the Company or a Restricted Subsidiary, provided that such
   Person's primary business is a Permitted Business;

      (c) cash and Cash Equivalents;

      (d) receivables owing to the Company or a Restricted Subsidiary, if
   created or acquired in the ordinary course of business and Investments by a
   Restricted Subsidiary in the Company or another Restricted Subsidiary;

                                      103

      (e) payroll, travel, relocation and similar advances to cover matters
   that are expected at the time of such advances ultimately to be treated as
   expenses for accounting purposes and that are made in the ordinary course of
   business;

      (f) loans and advances to employees made in the ordinary course of
   business consistent with past practices of the Company or such Restricted
   Subsidiary;

      (g) stock, obligations or other securities received in settlement of
   debts created in the ordinary course of business and owing to the Company or
   a Restricted Subsidiary, whether pursuant to a plan of reorganization or
   otherwise, or in satisfaction of judgments;

      (h) any Person to the extent such Investment represents the non-cash
   portion of the consideration received in connection with an Asset Sale
   consummated in compliance with the covenant described under "--Certain
   Covenants--Limitation on Asset Sales";

      (i) other Investments made for Fair Market Value that do not exceed $35.0
   million outstanding at any one time in the aggregate;

      (j) endorsements for collection or deposit in the ordinary course of
   business by such Person of bank drafts and similar negotiable instruments of
   such other Person received as payment for ordinary course of business trade
   receivables; and

      (k) any Investment made in a Special Purpose Vehicle in connection with a
   Qualified Securitization Transaction or to provide adequate capital to a
   Special Purpose Vehicle in anticipation of one or more Qualified
   Securitization Transactions.

   "Permitted Junior Securities" means:

      (a) Capital Stock in the Company or any Subsidiary Guarantor; or

      (b) debt securities that are subordinated to all Senior Debt and any debt
   securities issued in exchange for Senior Debt to substantially the same
   extent as, or to a greater extent than, the notes and the Subsidiary
   Guaranties are subordinated to Senior Debt under the indenture and have a
   Stated Maturity after (and do not provide for scheduled principal payments
   prior to) the stated maturity of any Senior Debt and any debt securities
   issued in exchange for Senior Debt;

provided, however, that, if such Capital Stock or debt securities are
distributed in a bankruptcy or insolvency proceeding of the Company or any
Subsidiary Guarantor, such Capital Stock or debt securities are distributed
pursuant to a plan of reorganization consented to by each class of Designated
Senior Debt.

   "Permitted Liens" means:

      (a) Liens to secure Debt and other obligations permitted to be Incurred
   under clause (b) of the second paragraph of the covenant described under
   "--Certain Covenants--Limitation on Debt";

      (b) Liens to secure Debt permitted to be Incurred under clause (c) of the
   second paragraph of the covenant described under "--Certain
   Covenants--Limitation on Debt", provided that any such Lien may not extend
   to any Property of the Company or any Restricted Subsidiary, other than the
   Property acquired, constructed or leased with the proceeds of such Debt and
   any improvements or accessions to such Property;

      (c) Liens for taxes, assessments or governmental charges or levies on the
   Property of the Company or any Restricted Subsidiary if the same shall not
   at the time be delinquent or thereafter can be paid without penalty, or are
   being contested in good faith and by appropriate proceedings promptly
   instituted and diligently concluded, provided that any reserve or other
   appropriate provision that shall be required in conformity with GAAP shall
   have been made therefor;

      (d) Liens imposed by law, such as carriers', warehousemen's, workmen's,
   landlord's, repairmen's, operator's and mechanics' Liens and other similar
   Liens, on the Property of the Company or any Restricted

                                      104

   Subsidiary arising in the ordinary course of business and securing payment
   of obligations that are not more than 60 days past due or are being
   contested in good faith and by appropriate proceedings;

      (e) Liens on the Property of the Company or any Restricted Subsidiary
   Incurred in the ordinary course of business to secure performance of
   obligations with respect to statutory or regulatory requirements,
   performance or return-of-money bonds, surety or appeal bonds or other
   obligations of a like nature and government contracts and Incurred in a
   manner not inconsistent with industry practice, in each case which are not
   Incurred in connection with the borrowing of money, the obtaining of
   advances or credit or the payment of the deferred purchase price of Property
   and which do not in the aggregate impair in any material respect the use of
   Property in the operation of the business of the Company and the Restricted
   Subsidiaries taken as a whole;

      (f) Liens on Property at the time the Company or any Restricted
   Subsidiary acquired such Property, including any acquisition by means of a
   merger or consolidation with or into the Company or any Restricted
   Subsidiary; provided, however, that any such Lien may not extend to any
   other Property of the Company or any Restricted Subsidiary; provided
   further, however, that such Liens shall not have been Incurred in
   anticipation of or in connection with the transaction or series of
   transactions pursuant to which such Property was acquired by the Company or
   any Restricted Subsidiary;

      (g) Liens on the Property of a Person at the time such Person becomes a
   Restricted Subsidiary; provided, however, that any such Lien may not extend
   to any other Property of the Company or any other Restricted Subsidiary that
   is not a direct Subsidiary of such Person; provided further, however, that
   any such Lien was not Incurred in anticipation of or in connection with the
   transaction or series of transactions pursuant to which such Person became a
   Restricted Subsidiary;

      (h) pledges or deposits by the Company or any Restricted Subsidiary under
   workmen's compensation laws, unemployment insurance laws, social security
   laws or similar legislation, or good faith deposits in connection with bids,
   tenders, contracts (other than for the payment of Debt) or leases to which
   the Company or any Restricted Subsidiary is party, or deposits to secure
   public or statutory or regulatory or contractual or warranty obligations of
   the Company, or deposits for the payment of rent, in each case Incurred in
   the ordinary course of business;

      (i) utility easements, building restrictions and such other encumbrances
   or charges against real Property as are of a nature generally existing with
   respect to properties of a similar character, and easements, rights-of-way,
   municipal and zoning ordinances and similar charges, encumbrances, title
   defects or other irregularities that do not materially interfere with the
   ordinary course of business of the Company or of any of its Restricted
   Subsidiaries;

      (j) financing statements under the Uniform Commercial Code (or equivalent
   statute or statutes) of any jurisdiction which reflects ownership by a third
   party of property leased to that Person or any of its Restricted
   Subsidiaries under a lease that is not in the nature of a conditional sale
   or title retention agreement or accounts, general intangibles or chattel
   paper sold to that Person;

      (k) Liens existing on the Issue Date not otherwise described in clauses
   (a) through (s) herein;

      (l) Liens on the Property of the Company or any Restricted Subsidiary to
   secure any Refinancing, in whole or in part, of any Debt secured by Liens
   referred to in clause (a), (b), (f), (g) or (j) above; provided, however,
   that any such Lien shall be limited to all or part of the same Property that
   secured the original Lien (together with improvements and accessions to such
   Property) and the aggregate principal amount of Debt that is secured by such
   Lien shall not be increased to an amount greater than the sum of:

          (1) the outstanding principal amount, or, if greater, the committed
       amount, of the Debt secured by Liens described under clause (b), (f),
       (g) or (j) above, as the case may be, at the time the original Lien
       became a Permitted Lien under the indenture, and

          (2) an amount necessary to pay any fees and expenses, including
       premiums and defeasance costs, incurred by the Company or such
       Restricted Subsidiary in connection with such Refinancing; and

                                      105

      (m) Liens arising from the rendering of a final judgment or order against
   the Company or any Restricted Subsidiary of the Company that does not give
   rise to an Event of Default;

      (n) Liens securing reimbursement obligations with respect to letters of
   credit incurred in accordance with the indenture that encumber documents and
   other property relating to such letters of credit and the products and
   proceeds thereof;

      (o) Liens in favor of custom and revenue authorities arising as a matter
   of law to secure payment of nondelinquent customs duties in connection with
   the importation of goods;

      (p) Liens arising out of consignment or similar arrangements for the sale
   of goods entered into by the Company or any Restricted Subsidiary in the
   ordinary course of business;

      (q) Liens granted in connection with a Qualified Securitization
   Transaction;

      (r) Liens on the outstanding Capital Stock or assets of Foreign
   Restricted Subsidiaries to secure any intercompany notes issued by a Foreign
   Restricted Subsidiary to the Company evidencing a loan by the Company to
   such Foreign Restricted Subsidiary of proceeds from the Senior Credit
   Facilities and to secure any guarantee of such intercompany notes by a
   Foreign Restricted Subsidiary;

      (s) Liens in favor of the trustee for the benefit of the holders of the
   notes; and

      (t) Liens not otherwise permitted by clauses (a) through (s) above
   encumbering Property having an aggregate Fair Market Value not in excess of
   5.0% of Consolidated Net Tangible Assets, as determined based on the
   consolidated balance sheet of the Company as of the end of the most recent
   fiscal quarter ending at least 45 days prior to the date any such Lien shall
   be Incurred.

   "Permitted Refinancing Debt" means any Debt that Refinances any other Debt,
including any successive Refinancings, so long as:

      (a) such Debt is in an aggregate principal amount (or if Incurred with
   original issue discount, an aggregate issue price) not in excess of the sum
   of:

          (1) the aggregate principal amount (or if Incurred with original
       issue discount, the aggregate accreted value) then outstanding of the
       Debt being Refinanced, and

          (2) an amount necessary to pay any fees and expenses, including
       premiums and defeasance costs, related to such Refinancing,

      (b) the Average Life of such Debt is equal to or greater than the Average
   Life of the Debt being Refinanced,

      (c) the Stated Maturity of such Debt is no earlier than the Stated
   Maturity of the Debt being Refinanced, and

      (d) the new Debt shall not be senior in right of payment to the Debt that
   is being Refinanced;

provided, however, that Permitted Refinancing Debt shall not include:

      (x)  Debt of a Restricted Subsidiary that is not a Subsidiary Guarantor
   that Refinances Debt of the Company or a Subsidiary Guarantor, or

      (y)  Debt of the Company or a Restricted Subsidiary that Refinances Debt
   of an Unrestricted Subsidiary.

   "Person" means any individual, corporation, company (including any limited
liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

                                      106

   "Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to the payment
of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Person, over shares of any other
class of Capital Stock issued by such Person.

   "Preferred Stock Dividends" means all dividends with respect to Preferred
Stock of Restricted Subsidiaries held by Persons other than the Company or a
Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be
equal to the quotient of such dividend divided by the difference between one
and the maximum statutory federal income rate (expressed as a decimal number
between 1 and 0) then applicable to the issuer of such Preferred Stock.

   "pro forma" means, with respect to any calculation made or required to be
made pursuant to the terms hereof, a calculation performed in accordance with
Article 11 of Regulation S-X promulgated under the Securities Act, as
interpreted in good faith by the Company after consultation with the
independent certified public accountants of the Company, or otherwise a
calculation made in good faith by the Company after consultation with the
independent certified public accountants of the Company, as the case may be.

   "Property" means, with respect to any Person, any interest of such Person in
any kind of property or asset, whether real, personal or mixed, or tangible or
intangible, including Capital Stock in, and other securities of, any other
Person. For purposes of any calculation required pursuant to the indenture, the
value of any Property shall be its Fair Market Value.

   "Public Equity Offering" means an underwritten public offering of common
stock of the Company pursuant to an effective registration statement under the
Securities Act.

   "Purchase Money Debt" means Debt:

      (a)  consisting of the deferred purchase price of property, conditional
   sale obligations, obligations under any title retention agreement, other
   purchase money obligations and obligations in respect of industrial revenue
   bonds, in each case where the maturity of such Debt does not exceed the
   anticipated useful life of the Property being financed, and

      (b)  Incurred to finance the acquisition, construction or lease by the
   Company or a Restricted Subsidiary of such Property, including additions and
   improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, construction or lease of such Property by the Company or such
Restricted Subsidiary.

   "Qualified Securitization Transaction" means any transaction or series of
transactions that may be entered into by the Company or any of the Restricted
Subsidiaries of the Company in connection with or reasonably related to a
transaction or series of transactions in which the Company or any of the
Restricted Subsidiaries of the Company may sell, convey or otherwise transfer
to (1) a Special Purpose Vehicle or (2) any other Person, or may grant a
security interest in, any equipment and related assets (including contract
rights) or Receivables or interests therein secured by goods or services
financed thereby (whether such Receivables are then existing or arising in the
future) of the Company or any of the Restricted Subsidiaries of the Company,
and any assets relating thereto including, without limitation, all security or
ownership interests in goods or services financed thereby, the proceeds of such
Receivables, and other assets which are customarily sold or in respect of which
security interests are customarily granted in connection with securitization
transactions involving such assets, as any agreement governing any such
transactions may be renewed, refinanced, amended, restated or modified from
time to time.

   "Receivables" means any right of payment from or on behalf of any obligor,
whether constituting an account, chattel paper, instrument, general intangible
or otherwise, arising from the financing by the Company or

                                      107

any Restricted Subsidiary of the Company of goods or services, and monies due
thereunder, security or ownership interests in the goods and services financed
thereby, records relating thereto, and the right to payment of any interest or
finance charges and other obligations with respect thereto, proceeds from
claims on insurance policies related thereto, any other proceeds related
thereto, and other related rights.

   "Reference Treasury Dealer" means Salomon Smith Barney, Inc., Deutsche Bank
Securities Inc. and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.

   "Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

   "Refinance" means, in respect of any Debt, to refinance, extend, renew,
refund, or Repay, or to issue other Debt, in exchange or replacement for, such
Debt. "Refinanced" and "Refinancing" shall have correlative meanings.

   "Repay" means, in respect of any Debt, to repay, prepay, repurchase, redeem,
legally defease or otherwise retire such Debt. "Repayment" and "Repaid" shall
have correlative meanings. For purposes of the covenant described under
"--Certain Covenants--Limitation on Asset Sales" and the definition of
"Consolidated Interest Coverage Ratio", Debt shall be considered to have been
Repaid only to the extent the related loan commitment, if any, shall have been
permanently reduced in connection therewith.

   "Representative" means the trustee, agent or representative expressly
authorized to act in such capacity, if any, for an issue of Senior Debt.

   "Restricted Payment" means:

      (a)  any dividend or distribution (whether made in cash, securities or
   other Property) declared or paid on or with respect to any shares of Capital
   Stock of the Company or any Restricted Subsidiary (including any payment in
   connection with any merger or consolidation with or into the Company or any
   Restricted Subsidiary), except for any dividend or distribution that is made
   solely to the Company or a Restricted Subsidiary (and, if such Restricted
   Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other
   shareholders of such Restricted Subsidiary on a pro rata basis or on a basis
   that results in the receipt by the Company or a Restricted Subsidiary of
   dividends or distributions of greater value than it would receive on a pro
   rata basis) or any dividend or distribution payable solely in shares of
   Capital Stock (other than Disqualified Stock) of the Company;

      (b)  the purchase, repurchase, redemption, acquisition or retirement for
   value of any Capital Stock of the Company or any Restricted Subsidiary
   (other than from the Company or a Restricted Subsidiary) or any securities
   exchangeable for or convertible into any such Capital Stock, including the
   exercise of any option to exchange any Capital Stock (other than for or into
   Capital Stock of the Company that is not Disqualified Stock);

      (c)  the purchase, repurchase, redemption, acquisition or retirement for
   value, prior to the date for any scheduled maturity, sinking fund or
   amortization or other installment payment, of any Subordinated Obligation
   (other than the purchase, repurchase or other acquisition of any
   Subordinated Obligation purchased in anticipation of satisfying a scheduled
   maturity, sinking fund or amortization or other installment obligation, in
   each case due within one year of the date of acquisition); or

      (d)  any Investment (other than a Permitted Investment) in any Person.

   "Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.

                                      108

   "S&P" means Standard & Poor's Ratings Service or any successor to the rating
agency business thereof.

   "Securities Act" means the Securities Act of 1933, as amended.

   "Senior Credit Facility" Amended and Restated Senior Secured Credit
Facility, dated as of August 23, 2002, among the Company, Greif Spain Holdings,
S.L., Greif Canada, Van Leer (UK) Ltd., Royal Packaging Industries Van Leer NV,
and Van Leer Australia PTY. Ltd., as borrowers, a syndicate of financial
institutions, as lenders, Salomon Smith Barney Inc., as joint lead arranger and
sole book-runner, CitiCorp North America, Inc., as administrative agent,
Deutsche Bank Trust Company Americas and KeyBank National Bank Association, as
co-syndication agents, Sun Trust Bank, as documentation agent, and Deutsche
Bank Securities Inc, as joint lead arranger, including any related notes,
collateral documents, letters of credit and documentation and guarantees and
any appendices, exhibits or schedules to any of the foregoing, as any or all of
such agreements may be in effect from time to time, in each case, as any or all
of such agreements (or any other agreement that renews, refunds, refinances,
restructures, replaces, repays or extends any or all of such agreements or any
of the foregoing other agreements) may be amended, restated, modified or
supplemented from time to time, or renewed, refunded, refinanced, restructured,
replaced, repaid or extended from time to time, whether with the original
agents and lenders or other agents and lenders or otherwise, and whether
provided under the original credit agreement or one or more other credit
agreements or otherwise.

   "Senior Debt" of the Company means:

      (a)  all obligations consisting of the principal, premium, if any, and
   accrued and unpaid interest (including interest accruing on or after the
   filing of any petition in bankruptcy or for reorganization relating to the
   Company whether or not post-filing interest is allowed in such proceeding)
   in respect of:

          (1)  Debt of the Company for borrowed money, and

          (2)  Debt of the Company evidenced by notes, debentures, bonds or
       other similar instruments permitted under the indenture for the payment
       of which the Company is responsible or liable;

      (b)  all Capital Lease Obligations of the Company and all Attributable
   Debt in respect of sale and leaseback transactions entered into by the
   Company;

      (c)  all obligations of the Company

          (1)  for the reimbursement of any obligor on any letter of credit,
       bankers' acceptance or similar credit transaction,

          (2)  under Hedging Obligations, or

          (3)  issued or assumed as the deferred purchase price of Property and
       all conditional sale obligations of the Company and all obligations
       under any title retention agreement permitted under the indenture; and

      (d)  all obligations of other Persons of the type referred to in clauses
   (a), (b) and (c) for the payment of which the Company is responsible or
   liable as Guarantor;

provided, however, that Senior Debt shall not include:

      (A)  Debt of the Company that is by its terms subordinate or pari passu
   in right of payment to the notes, including any Senior Subordinated Debt or
   any Subordinated Obligations;

      (B)  any Debt Incurred in violation of the provisions of the indenture;

      (C)  accounts payable or any other obligations of the Company to trade
   creditors created or assumed by the Company in the ordinary course of
   business in connection with the obtaining of materials or services
   (including Guarantees thereof or instruments evidencing such liabilities);

                                      109

      (D)  any liability for federal, state, local or other taxes owed or owing
   by the Company;

      (E)  any obligation of the Company to any Subsidiary; or

      (F)  any obligations with respect to any Capital Stock of the Company.

   "Senior Debt" of any Subsidiary Guarantor has a correlative meaning.

   "Senior Subordinated Debt" of the Company means the notes and any other
subordinated Debt of the Company that specifically provides that such Debt is
to rank pari passu with the notes and is not subordinated by its terms to any
other subordinated Debt or other obligation of the Company which is not Senior
Debt. "Senior Subordinated Debt" of any Subsidiary Guarantor has a correlative
meaning.

   "Significant Subsidiary" means any Subsidiary that would be a "Significant
Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission.

   "Special Purpose Vehicle" means a bankruptcy-remote entity or trust or other
special purpose entity which is formed by us, any Subsidiary of ours or any
other Person for the purpose of, and engages in no material business other than
in connection with a Qualified Securitization Transaction or other similar
transactions of Receivables or other similar or related assets.

   "Special Interest" means the additional interest, if any, to be paid on the
notes as described under "Exchange Offer; Registration Rights."

   "Stated Maturity" means, with respect to any security, the date specified in
such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

   "Subordinated Obligation" means any Debt of the Company or any Subsidiary
Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that
is subordinate or junior in right of payment to the notes or the applicable
Subsidiary Guaranty pursuant to a written agreement to that effect.

   "Subsidiary" means, in respect of any Person, any corporation, company
(including any limited liability company), association, partnership, joint
venture or other business entity of which a majority of the total voting power
of the Voting Stock is at the time owned or controlled, directly or indirectly,
by:

      (a)  such Person,

      (b)  such Person and one or more Subsidiaries of such Person, or

      (c)  one or more Subsidiaries of such Person.

Notwithstanding the foregoing, CorrChoice shall not be deemed a Subsidiary
unless and until its financial results are required to be consolidated with the
Company's financial results under generally accepted accounting principles.

   "Subsidiary Guarantor" means each Domestic Restricted Subsidiary and Soterra
and any other Person that becomes a Subsidiary Guarantor pursuant to the
covenant described under "--Certain Covenants--Future Subsidiary Guarantors."

   "Subsidiary Guaranty" means a Guarantee on the terms set forth in the
indenture by a Subsidiary Guarantor of the Company's obligations with respect
to the notes.

                                      110

   "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the yield to maturity of the Comparable Treasury Issue,
compounded semi-annually, assuming a price for such Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

   "Unrestricted Subsidiary" means Soterra LLC and any other Subsidiary of the
Company (or any successor to any of them) that is designated by our Board of
Directors as an Unrestricted Subsidiary pursuant to a board resolution, but
only to the extent that such Subsidiary (including Soterra):

      (a)  has no Debt other than Non-Recourse Debt (it being understood that,
   in the case of Soterra, the Guarantee by Soterra of the notes and the Senior
   Credit Facility shall be deemed to constitute the Incurrence by Soterra of
   Debt that is Non-Recourse Debt);

      (b)  is not party to any agreement, contract, arrangement or
   understanding with the Company or any Restricted Subsidiary unless the terms
   of any such agreement, contract, arrangement or understanding are no less
   favorable to us or such Restricted Subsidiary than those that might be
   obtained at the time from Persons who are not Affiliates of the Company;

      (c)  is a Person with respect to which neither the Company nor any
   Restricted Subsidiary has any direct or indirect obligation (a) to subscribe
   for additional Equity Interests from such Person or (b) to maintain or
   preserve such Person's financial condition or to cause such Person to
   achieve any specified levels of operating results;

      (d)  does not guarantee or otherwise directly or indirectly provide
   credit support for any Indebtedness of the Company or any Restricted
   Subsidiary, excluding the notes; and

      (e)  has at least one director on its Board of Directors that is not a
   director or executive officer of the Company or any Restricted Subsidiary
   and has at least one executive officer that is not a director or executive
   officer of the Company or any Restricted Subsidiary.

   Notwithstanding the foregoing, Soterra shall only be required to comply with
clauses (a) and (c) above to be deemed an Unrestricted Subsidiary and
CorrChoice, if it becomes a Subsidiary, shall only be required to comply with
clauses (a), (c), (d) and (e) to be deemed an Unrestricted Subsidiary.

   Any designation of a Subsidiary as an Unrestricted Subsidiary will be
evidenced to the trustee by filing with the trustee a certified copy of the
board resolution giving effect to such designation and an officers' certificate
certifying that such designation complied with the preceding conditions and was
permitted by the "--Restricted Payments" covenant. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Debt of such Subsidiary will
be deemed to be incurred by a Restricted Subsidiary as of such date and, if
such Indebtedness is not permitted to be incurred as of such date under the
"--Limitation on Debt" covenant, we will be in default of such covenant. Our
Board of Directors may at any time designate any Unrestricted Subsidiary to be
a Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Debt by one of our Restricted Subsidiaries of any outstanding
Debt of such Unrestricted Subsidiary and such designation will only be
permitted if (1) such Debt is permitted under the "--Limitation on Debt"
covenant, calculated on a pro forma basis as if such designation had occurred
at the beginning of the four-quarter reference period; (2) no Default or Event
of Default would be in existence following such designation; and (3) if such
Subsidiary is a Domestic Subsidiary, such Subsidiary executes and delivers to
the trustee a supplemental indenture providing for a Subsidiary Guarantee.

   "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) issued or guaranteed by
the United States of America (including any agency or instrumentality thereof)
for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer's
option.

                                      111

   "Voting Stock" of any Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

   "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors' qualifying shares)
is at such time owned, directly or indirectly, by the Company and its other
Wholly Owned Subsidiaries.

                                      112

                        BOOK-ENTRY, DELIVERY AND FORMS

The Global Notes

   We will initially issue the exchange notes in the form of one or more
registered notes in global form, without interest coupons (collectively, the
"Global Notes"). The Global Notes will be deposited with, or on behalf of, The
Depository Trust Company ("DTC") and registered in the name of Cede & Co as
nominee of DTC, or will remain in the custody of the Trustee pursuant to the
FAST Balance Certificate between DTC and the Trustee. Except as set forth
below, the Global Notes may be transferred, in whole and not in part, only to
another nominee of DTC or to a successor of DTC or its nominee. You may hold
your beneficial interests in a Global Note directly through DTC if you have an
account with DTC or indirectly through organizations which have accounts with
DTC. Beneficial interest in a Global Note may not be exchanged for notes in
physical, certificated form ("Certificated Notes") except in the limited
circumstances described below. All interests in a Global Note may be subject to
the procedures and requirements of DTC.

Exchange Among the Global Notes

   Any beneficial interest in one of the Global Notes that is transferred to a
person who takes delivery in the form of an interest on another Global Note
will, upon transfer, cease to be an interest in such Global Notes and become an
interest on the other Global Note and, accordingly, will thereafter be subject
to all transfer restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such
an interest.

Certain Book-Entry Procedures for the Global Notes

   The descriptions of the operations and procedures of DTC set forth below are
provided solely as a matter of convenience. These operations and procedures are
solely within the control of the respective settlement systems and are subject
to change by them from time to time. We do not take any responsibility for
these operations or procedures, and investors are urged to contact the system
or its participants directly to discuss these matter.

   DTC has advised us that it is:

  .  a limited-purpose trust company organized under the laws of the State of
     New York;

  .  a "banking organization" within the meaning of the New York Banking Law;

  .  a member of the Federal Reserve System;

  .  a "clearing corporation" within the meaning of the Uniform Commercial
     Code, as amended; and

  .  "a clearing agency" registered pursuant to the provisions of Section 17A
     of the Exchange Act.

   DTC was created to hold securities of institutions that have accounts with
the DTC (collectively, the "participants") and to facilitate the clearance and
settlement of securities transactions amongst its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers
(including the initial purchasers), banks, trust companies, clearing
corporations and certain other organizations. Indirect access to DTC's
book-entry system is also available to others such as banks, brokers, dealers
and trust companies (collectively, the "indirect participants") that clear
through or maintain a custodial relationship with a participant, whether
directly or indirectly. Investors who are not participants may beneficial own
securities held by or on behalf of DTC only through participants or indirect
participants.

   We expect that pursuant to procedures established by DTC, upon the deposit
of a Global Note with DTC, DTC will credit, on its book-entry registration and
transfer system, the amount represented by such Global Note

                                      113

to the accounts of participants. The accounts to be credited shall be
designated by the purchasers. Ownership of beneficial interests in a Global
Note will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in a Global Note will be shown
on, and the transfer of those ownership interests will be effected only
through, records maintained by DTC (with respect to participant's interests),
the participants and the indirect participants (with respect to the owners of
beneficial interests in the Global Note other than participants).

   The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Accordingly, the ability to transfer interests in the exchange notes
represented by a Global Note to such persons may be limited. In addition,
because DTC can act on behalf of its participants, who in turn act on behalf of
persons who hold interest through participants, the ability of a person having
an interest in exchange notes represented by a Global Note to pledge or
transfer such interest to persons or entities that do not participate in DTC's
system, or to otherwise take actions in respect of such interest, may be
affected by the lack of a physical definitive security in respect of such
interest.

   So long as DTC, or its nominee, is the registered holder and owner of the
Global Notes, DTC or such nominee, as the case may be, will be considered the
sole legal owner and holder of the exchange notes evidenced by the Global Note
for all purposes under the indenture. Except as set forth below, as an owner of
a beneficial interest in a Global Note, you will not be entitled to have the
exchange note represented by such Global Note registered in your name, will not
receive or be entitled to receive physical delivery of Certificated Notes and
will not be considered to be the owner or holder thereof under the indenture
for any purpose, including with respect to giving direction, instruction or
approval to the Trustee thereunder. Accordingly, each holder owning a
beneficial interest in a Global Note must rely on the procedures of DTC and, if
such holder is not a participant or indirect participant, on the procedures of
the participant through which such holder owns its interest, to exercise any
rights of a holder of exchange notes under the indenture or such Global Note.
We understand that under existing industry practice, in the event an owner of a
beneficial interest in a Global Note desires to take any action that DTC, as
the holder of such Global Note, is entitled to take, DTC would authorize the
participants to take such action, and the participants would authorize
beneficial owners owning through such participants to take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
Neither we nor the trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of exchange notes
by DTC, or for maintaining, supervising or reviewing any records of DTC
relating to such notes.

   We will make payments of principal of, premium, if any, and interest on
exchange notes represented by a Global Note registered in the name of and held
by DTC or its nominee on the applicable record date to or at the direction of
DTC or its nominee, as the case may be, as the registered owner and holder of
the Global Notes representing such exchange notes under the indenture. Under
the terms of the indenture, we and the trustee may treat the persons in whose
names the exchange notes, including the Global Notes, are registered as the
owners thereof for the purpose of receiving payment thereon and for any and all
other purposes whatsoever. We expect that DTC or its nominee, upon receipt of
any payment of principal of, premium, if any, or interest on the exchange notes
will credit participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such exchange
notes, as shown on the records of DTC or its nominee. We also expect that
payments by participants or indirect participants to owners of beneficial
interests in a Global Note held through such participants or indirect
participants be governed by standing instructions and customary practices and
will be the responsibility of such participants or indirect participants. We
will not have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, beneficial ownership interests in
the Global Notes or for other aspects of the relationship between DTC and its
participants or indirect participants or the participants or indirect
participants and the owners of beneficial interests in a Global Note owning
through such participants.

   Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds.

                                      114

Certificated Notes

   Subject to certain conditions, the exchange notes represented by the Global
Note are exchangeable for Certificated Notes in definitive form of like tenor
only if:

  .  DTC notifies us that it is unwilling or unable to continue to act as a
     depositary or DTC ceases to be a clearing agency registered under the
     Exchange Act for the Global Notes and, in either case, a qualified
     successor depositary for the Global Notes is not appointed within 90 days
     of such notice or cessation;

  .  we, in our discretion, at any time notify the trustee that we elect to
     cause the issuance of the Certificated Notes in exchange for all or any
     part of the notes represented by a Global Note of Global Notes; or

  .  a default entitling the holders of the notes to accelerate the maturity
     thereof has occurred and is continuing and the registrar has received a
     request from DTC.

   In the event of any of the foregoing, DTC shall surrender such Global Note
or Global Notes to the trustee for cancellation and we shall execute, and the
trustee shall authenticate and deliver, Certificated Notes in exchange for such
Global Note or Global Notes. Upon any such issuance, the trustee is required to
register such Certificate Notes in the name of such person or persons (or
nominees of any thereof) and cause the same to be delivered thereto.

   Neither we nor the trustee shall be liable for any delay by DTC or any
participant or indirect participant in identifying the beneficial owners of the
related exchange notes and each such person may conclusively rely on, and shall
be protected in relying on, instructions from DTC for all purposes (including
with respect to the registration and delivery, and the respective principal
amounts, of the exchange notes to be issued).

                                      115

               CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

   The following general discussion summarizes certain material U.S. federal
income tax aspects of the acquisition, ownership and disposition of the notes.
This discussion is a summary for general information only and does not consider
all aspects of U.S. federal income taxation that may be relevant to the
acquisition, ownership and disposition of the notes by a prospective investor
in light of his, her or its personal circumstances. This discussion is limited
to the U.S. federal income tax consequences to persons who are beneficial
owners of the notes and who hold the notes as capital assets within the meaning
of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the
"Code"). This discussion does not address the U.S. federal income tax
consequences to investors subject to special treatment under the federal income
tax laws, such as dealers in securities or foreign currency, tax-exempt
entities, banks, thrifts, insurance companies, persons that hold the notes as
part of a "straddle," as part of a "hedge" against currency risk, or as part of
a "conversion transaction," persons that have a "functional currency" other
than the U.S. dollar, and investors in pass-through entities that hold the
notes. In addition, this discussion is generally limited to the tax
consequences to initial holders that purchase the notes at the "issue price,"
which for this purpose is the first price at which a substantial amount of the
notes are sold to the public for money, excluding sales to bond houses, brokers
or similar persons acting in the capacity of underwriters, placement agents or
wholesalers. This discussion does not describe any tax consequences arising out
of the tax laws of any state, local or foreign jurisdiction, or, except to a
limited extent under the caption "Non-U.S. Holders," any possible applicability
of U.S. federal gift or estate tax.

   This summary is based upon the Code, existing and proposed regulations
thereunder, and current administrative rulings and court decisions, all as in
effect on the date of this prospectus. All of the foregoing are subject to
change, possibly on a retroactive basis, and any such change could affect the
continuing validity of this discussion.

   Persons considering the purchase of notes should consult their own tax
advisors concerning the application of U.S. federal income tax laws, as well as
the law of any state, local or foreign taxing jurisdiction, to their particular
situations.

U.S. Holders

   The following discussion is limited to the U.S. federal income tax
consequences to a holder of a note that is:

  .  a citizen or resident of the United States, including an alien resident
     who is a lawful permanent resident of the United States or meets the
     "substantial presence" test under Section 7701(b) of the Code;

  .  a corporation created or organized in the United States or under the laws
     of the United States or any political subdivision thereof;

  .  an estate whose income is includible in gross income for United States
     federal income tax purposes regardless of its source; or

  .  a trust, if a U.S. court is able to exercise primary supervision over
     administration of the trust and one or more United States persons have the
     authority to control all substantial decisions of the trust (each a "U.S.
     Holder").

   Stated Interest.  Interest on the notes will be taxable to a U.S. Holder as
ordinary interest income at the time it accrues or is received in accordance
with such holder's method of accounting for U.S. federal income tax purposes.
The notes are not expected to be issued to investors with "original issues
discount" for U.S. federal income tax purposes.

   Special Interest.  Our failure to cause to be declared effective an Exchange
Offer Registration Statement or a Shelf Registration Statement, as described
under "Exchange Offer; Registration Rights," will cause Special Interest to
accrue on the notes in the manner described therein. According to the
applicable Treasury Regulations,

                                      116

the possibility of a change in the interest rate on the notes will not affect
the amount or timing of interest income recognized by a holder of notes if the
likelihood of the change, as of the date the notes are issued, is remote. We
intend to take the position that the likelihood of the payment of Special
Interest with respect to the notes is remote and do not intend to treat the
possibility of a change in the interest rate as affecting the yield to maturity
of the notes. Accordingly, any Special Interest payable to the holders of the
notes in this event should be includible in gross income by a U.S. Holder at
the time the payment is paid or accrues in accordance with the U.S. Holder's
regular method of tax accounting. Similarly, we intend to take the position
that the likelihood of a redemption or repurchase is remote under applicable
Treasury regulations and similarly do not intend to treat those possibilities
as affecting the yield to maturity of the notes.

   Sale, Exchange or Redemption of the Notes.  Unless a nonrecognition
provision applies, upon the disposition of a note by sale, exchange or
redemption, a U.S. Holder generally will recognize gain or loss equal to the
difference between (i) the amount realized on the disposition (other than
amounts attributable to accrued interest not yet taken into income) and (ii)
the U.S. Holder's adjusted tax basis in the notes. A U.S. Holder's adjusted tax
basis in a note generally will equal the cost of the notes (net of accrued
interest) to the U.S. Holder.

   Such gain or loss generally will constitute capital gain or loss and will be
long-term capital gain or loss if the U.S. Holder has held the notes for longer
than one year. If the U.S. Holder is an individual, any capital gain generally
will be subject to U.S. federal income tax at preferential rates if specified
minimum holding periods are met. The deductibility of capital losses is subject
to certain limitations. Any gain or loss recognized by a U.S. Holder on the
sale, exchange or disposition of a note will generally be treated as U.S.
source for purposes of computing the U.S. foreign tax credit limitation.

   Exchange Offer.  The exchange of the privately placed notes for publicly
registered notes pursuant to the Exchange Offer should not constitute a
material modification of the terms of the notes and therefore should not
constitute a taxable event for U.S. federal income tax purposes. In that event,
the exchange would have no U.S. federal income tax consequences to a U.S.
Holder, so that the U.S. Holder's holding period and adjusted tax basis for a
note would not be affected, and the U.S. Holder would continue to take into
account income in respect of a note in the same manner as before the exchange.

   Backup Withholding.  A U.S. Holder of notes may be subject, under certain
circumstances, to backup withholding at a rate (currently 30%) with respect to
payments of interest on, and gross proceeds from a sale or other disposition
of, the notes. These backup withholding rules apply if the U.S. Holder, among
other things:

  .  fails to furnish a social security number or other taxpayer identification
     number ("TIN") certified under penalties of perjury within a reasonable
     time after the request therefor;

  .  furnishes an incorrect TIN;

  .  fails to properly report interest; or

  .  under certain circumstances, fails to provide a certified statement,
     signed under penalties of perjury, that the TIN furnished is the correct
     number and that such U.S. Holder is not subject to backup withholding.

   A U.S. Holder of notes who does not provide his, her or its correct TIN may
be subject to penalties imposed by the U.S. Internal Revenue Service (the
"IRS"). Any amount paid as backup withholding is creditable against the U.S.
Holder's federal income tax liability, provided the requisite information is
provided to the IRS. Certain persons are exempt from backup withholding,
including corporations and tax-exempt entities, provided their exemption from
backup withholding is properly established. U.S. Holders of notes should
consult their tax advisors as to their qualifications for exemption from
withholding and the procedure for obtaining such exemption.

   We will report to the holders of the notes and the IRS the amount of any
"reportable payments" made by us and any amount withheld with respect to the
notes during the calendar year.

                                      117

Non-U.S. Holders

   The following discussion is limited to the U.S. federal income and estate
tax consequences to a holder of notes that is an individual, corporation,
estate or trust other than a U.S. Holder (a "Non-U.S. Holder"). For purposes of
the discussion below, interest and gain on the sale, exchange or other
disposition of notes will be considered to be "U.S. trade or business income"
if such income or gain is:

  .  effectively connected with the conduct of a U.S. trade or business or

  .  in the case of a treaty resident, attributable to a U.S. permanent
     establishment (or, in the case of an individual, a fixed base) in the
     United States.

   Stated Interest.  Generally, interest (including Special Interest) paid to a
Non-U.S. Holder of a notes will not be subject to United States federal income
or withholding tax if such interest is not U.S. trade or business income and is
"portfolio interest." Generally, interest on the notes will qualify as
portfolio interest if the Non-U.S. Holder:

  .  does not actually or constructively own 10% or more of the total combined
     voting power of all classes of our stock;

  .  is not a controlled foreign corporation with respect to which we are a
     "related person" within the meaning of the Code; and

  .  certifies, under penalties of perjury, that such holder is not a United
     States person and provides such holder's name and address.

   The gross amount of payments of interest that do not qualify for the
portfolio interest exception and that are not U.S. trade or business income
will be subject to U.S. withholding tax at a rate of 30% unless a treaty
applies to reduce or eliminate withholding. U.S. trade or business income will
be taxed at regular graduated U.S. rates rather than the 30% gross rate. In the
case of a Non-U.S. Holder that is a corporation, such U.S. trade or business
income also may be subject to the branch profits tax. To claim an exemption
from withholding, or to claim the benefits of a treaty, a Non-U.S. Holder must
provide a properly executed Form W-8BEN or W-8ECI, as applicable, prior to the
payment of interest. These forms must be periodically updated. A Non-U.S.
Holder who is claiming the benefits of a treaty may be required, in certain
instances, to obtain a U.S. taxpayer identification number and to provide
certain documentary evidence issued by foreign governmental authorities to
prove residence in the foreign country. Also, special procedures are provided
under applicable regulations for payments through qualified intermediaries.

   Sale, Exchange or Redemption or Notes.  Except as described below and
subject to the discussion concerning backup withholding, any gain realized by a
Non-U.S. Holder on the sale, exchange or redemption of a notes generally will
not be subject to U.S. federal income tax, unless:

  .  such gain is U.S. trade or business income;

  .  subject to certain exceptions, the Non-U.S. Holder is an individual who
     holds the notes as a capital asset and is present in the United States for
     183 days or more in the taxable year of the disposition; or

  .  the Non-U.S. Holder is subject to tax pursuant to the provisions of U.S.
     tax law applicable to certain U.S. expatriates.

   Federal Estate Tax.  Notes held (or treated as held) by an individual who is
a Non-U.S. Holder at the time of his death will not be subject to U.S. federal
estate tax, provided that the individual does not actually or constructively
own 10% or more of the total voting power of our voting stock and income on the
notes was not U.S. trade or business income.

   Information Reporting and Backup Withholding.  We must report annually to
the IRS and to each Non-U.S. Holder any interest that is paid to the Non-U.S.
Holder. Copies of these information returns also may be

                                      118

made available under the provisions of a specific treaty or other agreement to
the tax authorities of the country in which the Non-U.S. Holder resides.

   Treasury regulations provide that the backup withholding tax (currently
30%)and certain information reporting will not apply to such payments of
interest with respect to which either the requisite certification, as described
above, has been received or an exemption otherwise has been established,
provided that neither we nor our paying agent have actual knowledge that the
holder is a United States person or that the conditions of any other exemption
are not, in fact, satisfied.

   The payment of the proceeds from the disposition of the notes to or through
the United States office of any broker, U.S. or foreign, will be subject to
information reporting and possible backup withholding unless the owner
certifies as to its non-U.S. status under penalties of perjury or otherwise
establishes an exemption, provided that the broker does not have actual
knowledge that the holder is a United States person or that the conditions of
any other exemption are not, in fact, satisfied. The payment of the proceeds
from the disposition of the notes to or through a non-U.S. office of a non-U.S.
broker will not be subject to information reporting or backup withholding
unless the non-U.S. broker has certain types of relationships with the United
States (a "U.S. related person"). In the case of the payment of the proceeds
from the disposition of the notes to or through a non-U.S. office of a broker
that is either a U.S. person or a U.S. related person, the Treasury regulations
require information reporting (but not back-up withholding) on the payment
unless the broker has documentary evidence in its files that the owner is a
Non-U.S. Holder and the broker has no knowledge to the contrary.

   Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules may be refunded or credited against the Non-U.S.
Holder's United States federal income tax liability, provided that the required
information is provided to the IRS.

   THE PRECEDING DISCUSSION OF THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES IS
FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH INVESTOR
SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR AS TO PARTICULAR TAX
CONSEQUENCES TO IT OF PURCHASING, HOLDING AND DISPOSING OF NOTES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY
PROPOSED CHANGES IN APPLICABLE LAW.

                                      119

                             PLAN OF DISTRIBUTION

   Each broker-dealer that receives exchange notes for its own account pursuant
to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such exchange notes. This prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of exchange notes received in exchange for original
notes where such original notes were acquired as a result of market-making
activities or other trading activities. We have agreed that, starting on the
expiration date of the exchange offer and ending on the close of business one
year after the expiration date, we will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.

   We will not receive any proceeds from any sale of exchange notes by
brokers-dealers. Exchange notes received by broker-dealers for their own
account pursuant to the exchange offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the exchange notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such exchange notes. Any
broker-dealer that resells exchange notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such exchange notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of exchange notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The letter of transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

   For a period of one year after the expiration date, we will promptly send
additional copies of this prospectus and any amendment of the exchange offer
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to
this exchange offer (including the expenses of one counsel for the holder of
the original notes) other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the original notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

                      WHERE YOU CAN FIND MORE INFORMATION

   Because the original notes were sold pursuant to exemptions from
registration under the Securities Act, they are subject to transfer
restrictions. In connection with the issuance of the original notes, we entered
into a registration rights agreement with the initial purchasers in which we
agreed to either: (a) file with the SEC a registration statement covering the
exchange notes, use our best efforts to cause the registration statement to
become effective under the Securities Act, and upon effectiveness of the
registration statement, to complete the exchange offer; or (b) cause the resale
of the original notes to be registered under the Securities Act pursuant to a
resale shelf registration statement. Pursuant to the registration rights
agreement, we have filed a registration statement on Form S-4 with the SEC
under the Securities Act with respect to the exchange notes. This prospectus,
which constitutes a part of the registration statement on Form S-4, does not
contain all the information set forth in the registration statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. We are referring you to the registration statement and to the exhibits for
further information with respect to us and the exchange notes. The statements
contained in this prospectus concerning the provisions of any document are not
necessarily complete, and, in each instance, we refer you to the copy of such
document filed as an exhibit to the registration statement or otherwise filed
with the SEC. Each such statement is qualified in its entirety by such
reference.

                                      120

   We are subject to the informational requirements of the Exchange Act and, in
accordance therewith, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. Such reports, proxy statements
and other information may be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. You may also obtain copies of such
material by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Please call the SEC
at 1-800-SEC-0330 for more information on the public reference rooms. You can
also find our SEC reports at the SEC website (http://www.sec.gov). Such
reports, proxy statements and other documents and information concerning us are
also available for inspection at the offices of Nasdaq, 1735 K Street, N.W.,
Washington D.C. 20006.

                                 LEGAL MATTERS

   The validity of the exchange notes will be passed upon for us by Baker &
Hostetler LLP, Columbus, Ohio. Daniel J. Gunsett, a partner of Baker &
Hostetler LLP, is a director of our company. As of September 1, 2002, Mr.
Gunsett beneficially owned 14,000 shares of our Class A Common Stock and 1,000
shares of our Class B Common Stock.

                                    EXPERTS

   Our consolidated financial statements as of October 31, 2001 and 2000 and
for each of the three years in the period ended October 31, 2001, appearing in
this Prospectus and Registration Statement have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

                                      121

             UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

   In March 2001, we acquired Van Leer Industrial Packaging. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--General--Recent Acquisitions." The following unaudited pro forma
condensed combined statement of income for the year ended October 31, 2001, was
prepared to illustrate the pro forma effects of the Van Leer Industrial
Packaging acquisition as if that transaction had occurred as of November 1,
2000. Our historical consolidated statement of income for the year ended
October 31, 2001, includes the operating results of Van Leer Industrial
Packaging from March 1, 2001.

   Because we consummated the Van Leer Industrial Packaging acquisition in
March 2001, our October 31, 2001 historical balance sheet includes the acquired
Van Leer Industrial Packaging assets and liabilities, and the financing effects
of the acquisition. See Note 2 (Van Leer Industrial Packaging Acquisition)
included in the Notes to Consolidated Financial Statements for the Years Ended
October 31, 2001, 2000 and 1999 included elsewhere in this prospectus. See also
the combined financial statements and related notes for Van Leer Industrial
Packaging included elsewhere in this prospectus.

   The pro forma adjustments reflect the acquisition of Van Leer Industrial
Packaging and are based upon certain assumptions that we believe are
reasonable. The pro forma amounts do not include anticipated synergies from the
acquisition, nor do they include the anticipated savings associated with the
consolidated activities of Van Leer Industrial Packaging and our other
locations existing prior to the acquisition date. All of the consolidation
activities result from our acquisition of Van Leer Industrial Packaging. The
unaudited pro forma condensed combined statement of income and accompanying
notes should be read in conjunction with the historical financial statements of
Van Leer Industrial Packaging and us and the related notes thereto included
elsewhere in this prospectus.

   We are providing this unaudited pro forma condensed combined statement of
income because we believe it provides useful information as to pro forma
results, including the results of Van Leer Industrial Packaging for the
12-month period ended October 31, 2001. However, the unaudited pro forma
condensed combined statement of income is provided for informational purposes
only and does not purport to represent what our results of operations would
actually have been if the Van Leer Industrial Packaging acquisition had in fact
occurred on November 1, 2000, or to project our results of operations for any
future period of time.

                                      P-1

                            GREIF BROS. CORPORATION

               PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

                      For the Year Ended October 31, 2001
             (U.S. dollars in millions, except per share amounts)
                                  (Unaudited)

                                                     Greif Bros.     Van      Pro Forma        Pro Forma
                                                    Corporation(a) Leer(b)    Adjustment        Results
                                                    -------------- ------- ----------          ---------
                                                                                   
Net sales..........................................    $1,456.0    $291.3    $ (1.0)(c)        $1,746.3
Gain on sale of timberland.........................        79.7        --        --                79.7
Other income, net..................................         6.3      (1.7)                          4.6
                                                       --------    ------    ------            --------
                                                        1,542.0     289.6      (1.0)            1,830.6
                                                       --------    ------    ------            --------
Cost of products sold..............................     1,152.6     246.8       0.3(c),(d),(e)  1,399.7
Selling, general and administrative expenses.......       204.7      48.0       2.7(f)            255.4
Restructuring charge...............................        11.5        --        --                11.5
Interest expense, net..............................        45.2      (2.0)     18.5(g)             61.7
                                                       --------    ------    ------            --------
                                                        1,414.0     292.8      21.5             1,728.3
                                                       --------    ------    ------            --------
Income before income taxes, minority interest in
  income of consolidated subsidiaries and equity in
  earnings of affiliates...........................       128.0      (3.2)    (22.5)              102.3
Income taxes.......................................        48.5        --      (9.7)(h)            38.8
                                                       --------    ------    ------            --------
Income before minority interest in income of
  consolidated subsidiaries and equity in earnings
  of affiliates....................................        79.5      (3.2)    (12.8)               63.5
Minority interest in income of consolidated
  subsidiaries.....................................        (0.6)       --        --                (0.6)
Equity in earnings of affiliates...................         9.9                                     9.9
                                                       --------    ------    ------            --------
Net income.........................................    $   88.8    $ (3.2)   $(12.8)           $   72.8
                                                       ========    ======    ======            ========
Basic earnings per share:
   Class A Common Stock............................    $   3.14                                $   2.58
   Class B Common Stock............................    $   4.70                                $   3.85
Diluted earnings per share:
   Class A Common Stock............................    $   3.14                                $   2.57
   Class B Common Stock............................    $   4.70                                $   3.85

  See accompanying Notes to Pro Forma Condensed Combined Statement of Income.

                                      P-2

                            GREIF BROS. CORPORATION

           NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(a) Includes the results of operations of Van Leer Industrial Packaging from
    date of acquisition (March 2, 2001) through October 31, 2001.

(b) Represents the results of operations of Van Leer Industrial Packaging from
    November 1, 2000, through March 1, 2001.

(c) Adjustment of $1.0 million to eliminate intercompany sales from American
    Flange & Manufacturing Company, Inc. to us.

(d) Adjustment of $1.0 million results from an increase in depreciation expense
    related to the fair value adjustment of the properties, plants and
    equipment acquired from Van Leer Industrial Packaging using the
    straight-line method over the estimated useful life of the respective asset.

(e) Adjustment of $0.3 million for the appropriate portion of expense related
    to a 10-year environmental insurance policy.

(f) Adjustments related to the amortization expense for goodwill and other
    intangible assets that would have been incurred had the transaction been
    completed on November 1, 2000. Goodwill is amortized on a straight-line
    basis over a 25-year period, and the cost of acquired intangible assets is
    amortized on a straight-line method over the economic useful lives of 2 to
    25 years.

(g) Adjustment relates to the incremental interest expense related to long-term
    obligations incurred to purchase Van Leer Industrial Packaging and
    refinance our then existing debt and other debt assumed. This adjustment
    includes amortization of deferred financing fees over the weighted average
    life of the new long-term debt (six years).

(h) To adjust the income tax expense related to the pretax income of Van Leer
    Industrial Packaging, as well as the pro forma adjustments described in (d)
    through (g) above. The income tax expense assumes an effective tax rate of
    37.9%.

                                      P-3

                         INDEX TO FINANCIAL STATEMENTS

                                                                                                     Page
                                                                                                     ----
                                                                                                  
Greif Bros. Corporation and Subsidiary Companies

Audited Consolidated Financial Statements
   Report of Independent Accountants................................................................  F-2
   Consolidated Statements of Income for the Years Ended October 31, 2001, 2000 and 1999............  F-3
   Consolidated Balance Sheets as of October 31, 2001 and 2000......................................  F-4
   Consolidated Statements of Cash Flows for the Years Ended October 31, 2001, 2000 and 1999........  F-6
   Consolidated Statements of Changes in Shareholders' Equity for the Years Ended October 31, 2001,
     2000 and 1999..................................................................................  F-7
   Notes to Consolidated Financial Statements for the Years Ended October 31, 2001, 2000 and
     1999...........................................................................................  F-8

Unaudited Interim Consolidated Financial Statements
   Consolidated Interim Statements of Income for the Nine Months Ended July 31, 2002 and 2001....... F-38
   Consolidated Interim Balance Sheets at July 31, 2002 and October 31, 2001........................ F-39
   Consolidated Interim Statements of Cash Flows for the Nine Months Ended July 31, 2002 and
     2001........................................................................................... F-41
   Notes to Consolidated Interim Financial Statements for the Nine Months Ended July 31, 2002 and
     2001........................................................................................... F-42

Industrial Packaging Division of Royal Packaging Industries Van Leer N.V.,
   Huhtamaki Holding Ltda., Van Leer France Holding S.A.S., Van Leer Containers Inc.,
   and American Flange and Manufacturing Company Inc.

Audited Combined Financial Statements
   Report of Independent Auditors................................................................... F-58
   Combined Balance Sheets at December 31, 2000 and 1999............................................ F-59
   Combined Statements of Operations for the Years Ended December 31, 2000 and 1999................. F-60
   Combined Statements of Cash Flows for the Years Ended December 31, 2000 and 1999................. F-61
   Notes to the Combined Financial Statements for the Years Ended December 31, 2000 and 1999........ F-62

                                      F-1

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and the
Board of Directors of Greif Bros. Corporation

   We have audited the consolidated balance sheets of Greif Bros. Corporation
and subsidiaries as of October 31, 2001 and 2000, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the
three years in the period ended October 31, 2001. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Greif Bros.
Corporation and subsidiaries at October 31, 2001 and 2000, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended October 31, 2001 in conformity with accounting principles
generally accepted in the United States.

                                          /s/  ERNST & YOUNG LLP

Columbus, Ohio
December 12, 2001,
   except for Note 16, as to which
   the date is July 31, 2002

                                      F-2

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                       CONSOLIDATED STATEMENTS OF INCOME
             (U.S. dollars in thousands, except per share amounts)

                                                                           For the years ended October 31,
                                                                           -----------------------------
                                                                              2001         2000     1999
                                                                           ----------    -------- --------
                                                                                         
Net sales................................................................. $1,456,000    $963,956 $853,438
Gain on sale of timberland................................................     79,663       9,255    4,541
Other income, net.........................................................      6,358       4,872   10,441
                                                                           ----------    -------- --------
                                                                            1,542,021     978,083  868,420
                                                                           ----------    -------- --------
Cost of products sold.....................................................  1,152,616     737,486  675,084
Selling, general and administrative expenses..............................    204,716     128,301  112,995
Restructuring costs.......................................................     11,534          --       --
Interest expense, net.....................................................     45,149      11,842   12,983
                                                                           ----------    -------- --------
                                                                            1,414,015     877,629  801,062
                                                                           ----------    -------- --------
Income before income taxes, minority interest in income of consolidated
  subsidiaries and equity in earnings of affiliates.......................    128,006     100,454   67,358
Income taxes..............................................................     48,514      38,027   26,740
                                                                           ----------    -------- --------
Income before minority interest in income of consolidated subsidiaries and
  equity in earnings of affiliates........................................     79,492      62,427   40,618
Minority interest in income of consolidated subsidiaries..................       (594)         --       --
Equity in earnings of affiliates..........................................      9,876      13,367   10,755
                                                                           ----------    -------- --------
Net income................................................................ $   88,774    $ 75,794 $ 51,373
                                                                           ==========    ======== ========
Basic earnings per share:
   Class A Common Stock................................................... $     3.14    $   2.68 $   1.78
   Class B Common Stock................................................... $     4.70    $   4.01 $   2.67
Diluted earnings per share:
   Class A Common Stock................................................... $     3.14    $   2.67 $   1.78
   Class B Common Stock................................................... $     4.70    $   4.01 $   2.67

         See accompanying Notes to Consolidated Financial Statements.

                                      F-3

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEETS
                          (U.S. dollars in thousands)

                                                                            As of October 31,
                                                                          ---------------------
                                                                             2001        2000
                                                                          ----------  ---------
                                                                                
ASSETS
CURRENT ASSETS
   Cash and cash equivalents............................................. $   29,720  $  13,388
   Trade accounts receivable--less allowance of $10,596 ($2,293 in 2000).    282,982    119,645
   Income tax receivable.................................................         --     14,343
   Inventories...........................................................    123,363     42,741
   Deferred tax asset....................................................      9,697      2,216
   Net assets held for sale..............................................     12,530      8,495
   Prepaid expenses and other............................................     45,904     12,315
                                                                          ----------  ---------
                                                                             504,196    213,143
                                                                          ----------  ---------
LONG-TERM ASSETS
   Goodwill--less amortization...........................................    236,623    136,284
   Other intangible assets...............................................     33,179      1,816
   Investment in affiliates..............................................    144,071    136,374
   Other long-term assets................................................     44,282     16,052
                                                                          ----------  ---------
                                                                             458,155    290,526
PROPERTIES, PLANTS AND EQUIPMENT--at cost
   Timber properties--less depletion.....................................     74,851     21,518
   Land..................................................................     81,048     12,330
   Buildings.............................................................    235,980    133,591
   Machinery and equipment...............................................    689,637    521,685
   Capital projects in progress..........................................     43,200     23,354
                                                                          ----------  ---------
                                                                           1,124,716    712,478
   Accumulated depreciation..............................................   (315,879)  (276,816)
                                                                          ----------  ---------
                                                                             808,837    435,662
                                                                          ----------  ---------
                                                                          $1,771,188  $ 939,331
                                                                          ==========  =========

         See accompanying Notes to Consolidated Financial Statements.

                                      F-4

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEETS
                          (U.S. dollars in thousands)

                                                     As of October 31,
                                                   --------------------
                                                      2001       2000
                                                   ----------  --------
                                                         
        LIABILITIES AND SHAREHOLDERS' EQUITY
        CURRENT LIABILITIES
           Accounts payable....................... $  117,117  $ 42,855
           Accrued payrolls and employee benefits.     27,604    11,216
           Income tax payable.....................      5,778        --
           Restructuring reserves.................     15,109        --
           Short-term borrowings..................     16,533        --
           Current portion of long-term debt......     43,140        --
           Other current liabilities..............     68,238    10,876
                                                   ----------  --------
                                                      293,519    64,947
                                                   ----------  --------
        LONG-TERM LIABILITIES
           Long-term debt.........................    654,374   235,000
           Deferred tax liability.................    124,346    58,895
           Postretirement benefit liability.......     50,028    20,095
           Other long-term liabilities............     62,015    17,880
                                                   ----------  --------
                                                      890,763   331,870
                                                   ----------  --------
        MINORITY INTEREST.........................        560        --
                                                   ----------  --------
        SHAREHOLDERS' EQUITY
           Common stock, without par value........     10,446    10,383
           Treasury stock, at cost................    (58,812)  (57,894)
           Retained earnings......................    671,917   598,301
           Accumulated other comprehensive loss
               foreign currency translation.......    (21,378)   (8,276)
               interest rate swaps................    (13,071)       --
               minimum pension liability..........     (2,756)       --
                                                   ----------  --------
                                                      586,346   542,514
                                                   ----------  --------
                                                   $1,771,188  $939,331
                                                   ==========  ========

         See accompanying Notes to Consolidated Financial Statements.

                                      F-5

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (U.S. dollars in thousands)

                                                                          For the years ended October 31,
                                                                          ------------------------------
                                                                             2001      2000       1999
                                                                          ---------  --------  ---------
                                                                                      
Cash flows from operating activities:
   Net income............................................................ $  88,774  $ 75,794  $  51,373
   Adjustments to reconcile net income to net cash provided by operating
     activities:
       Depreciation, depletion and amortization..........................    81,507    45,222     42,360
       Equity in earnings of affiliates, net of dividends received.......    (7,007)  (10,976)   (10,755)
       Minority interest in income of consolidated subsidiaries..........       560        --         --
       Deferred income taxes.............................................    29,127    13,548     15,815
       Gain on disposals of properties, plants and equipment, net........   (84,661)     (502)    (7,962)
   Increase (decrease) in cash from changes in certain assets and
     liabilities, net of effects from acquisitions:
       Trade accounts receivable.........................................    (7,613)    5,109    (21,578)
       Inventories.......................................................    23,526     7,965     11,046
       Prepaid expenses and other........................................    24,243     1,955      2,846
       Other long-term assets............................................    (4,052)    6,579      2,597
       Accounts payable..................................................   (15,734)   (1,628)     3,534
       Accrued payrolls and employee benefits............................      (776)    1,062        307
       Income tax payable................................................      (789)  (14,343)    (1,968)
       Restructuring reserves............................................    (4,241)   (5,157)   (23,882)
       Other current liabilities.........................................   (27,756)   (1,361)       110
       Postretirement benefit liability..................................     3,315    (1,059)       591
       Other long-term liabilities.......................................       442    (4,979)     7,332
                                                                          ---------  --------  ---------
   Net cash provided by operating activities.............................    98,865   117,229     71,766
                                                                          ---------  --------  ---------
Cash flows from investing activities:
   Acquisitions of companies, net of cash acquired.......................  (312,892)       --    (74,233)
   Disposals of investments in government securities.....................        --     5,314      1,340
   Purchases of properties, plants and equipment.........................  (132,217)  (78,833)   (49,253)
   Proceeds on disposals of properties, plants and equipment.............    92,403     4,672     18,874
                                                                          ---------  --------  ---------
   Net cash used in investing activities.................................  (352,706)  (68,847)  (103,272)
                                                                          ---------  --------  ---------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt..............................   760,000        --     54,500
   Payments on long-term debt............................................  (464,542)  (23,000)   (31,500)
   Payments on short-term borrowings.....................................    (7,062)       --         --
   Acquisitions of treasury stock........................................      (924)   (4,968)   (11,102)
   Exercise of stock options.............................................        69       190        291
   Dividends paid........................................................   (15,158)  (14,619)   (14,315)
                                                                          ---------  --------  ---------
   Net cash provided by (used in) financing activities...................   272,383   (42,397)    (2,126)
                                                                          ---------  --------  ---------
Effects of exchange rates on cash........................................    (2,210)   (1,532)     1,238
                                                                          ---------  --------  ---------
Net increase (decrease) in cash and cash equivalents.....................    16,332     4,453    (32,394)
Cash and cash equivalents at beginning of year...........................    13,388     8,935     41,329
                                                                          ---------  --------  ---------
Cash and cash equivalents at end of year................................. $  29,720  $ 13,388  $   8,935
                                                                          =========  ========  =========

         See accompanying Notes to Consolidated Financial Statements.

                                      F-6

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
       (U.S. dollars and shares in thousands, except per share amounts)

                                                                                Accumulated
                                    Capital Stock   Treasury Stock                 Other
                                   --------------- ----------------  Retained  Comprehensive Shareholders'
                                   Shares  Amount  Shares   Amount   Earnings  Income (Loss)    Equity
                                   ------  ------- ------  --------  --------  ------------- -------------
                                                                        
As of November 1, 1998............ 22,911  $ 9,936 15,510  $(41,858) $500,068    $ (8,044)     $460,102
    Net income....................                                     51,373                    51,373
    Other comprehensive
     income--foreign currency
     translation..................                                                  1,633         1,633
                                                                                               --------
    Comprehensive income..........                                                               53,006
                                                                                               --------
    Dividends paid (Note 8):
       Class A--$0.50.............                                     (5,435)                   (5,435)
       Class B--$0.74.............                                     (8,880)                   (8,880)
    Treasury shares acquired......   (396)            396   (11,102)                            (11,102)
    Stock options exercised.......     12      271    (12)       20                                 291
                                   ------  ------- ------  --------  --------    --------      --------
As of October 31, 1999............ 22,527  $10,207 15,894  $(52,940) $537,126    $ (6,411)     $487,982
    Net income....................                                     75,794                    75,794
    Other comprehensive
     income--foreign currency
     translation..................                                                 (1,865)       (1,865)
                                                                                               --------
    Comprehensive income..........                                                               73,929
                                                                                               --------
    Dividends paid (Note 8):
       Class A--$0.52.............                                     (5,492)                   (5,492)
       Class B--$0.77.............                                     (9,127)                   (9,127)
    Treasury shares acquired......   (163)            163    (4,968)                             (4,968)
    Stock options exercised.......      7      176     (7)       14                                 190
                                   ------  ------- ------  --------  --------    --------      --------
As of October 31, 2000............ 22,371  $10,383 16,050  $(57,894) $598,301    $ (8,276)     $542,514
    Net income....................                                     88,774                    88,774
    Other comprehensive income:
       foreign currency
        translation...............                                                (13,102)      (13,102)
       interest rate swaps........                                                (13,071)      (13,071)
       minimum pension
        liability adjustment......                                                 (2,756)       (2,756)
                                                                                               --------
    Comprehensive income..........                                                               59,845
                                                                                               --------
    Dividends paid (Note 8):
       Class A--$0.54.............                                     (5,683)                   (5,683)
       Class B--$0.80.............                                     (9,475)                   (9,475)
    Treasury shares acquired......    (35)             35      (924)                               (924)
    Stock options exercised.......      3       63     (3)        6                                  69
                                   ------  ------- ------  --------  --------    --------      --------
As of October 31, 2001............ 22,339  $10,446 16,082  $(58,812) $671,917    $(37,205)     $586,346
                                   ======  ======= ======  ========  ========    ========      ========

         See accompanying Notes to Consolidated Financial Statements.

                                      F-7

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Business

   Greif Bros. Corporation and its subsidiaries (the "Company") principally
manufacture industrial shipping containers and containerboard and corrugated
products that it sells to customers in many industries throughout the world. In
March 2001, the Company acquired Van Leer Industrial Packaging (see Note 2),
which significantly increased the operations of the Company. The Company has
185 operating locations in over 40 countries. In addition, the Company owns
timber properties, primarily in the southeastern United States, which are
harvested and regenerated.

   Due to the variety of its products, the Company has many customers buying
different types of its products and, due to the scope of the Company's sales,
no one customer is considered principal in the total operation of the Company.

   Because the Company supplies a cross section of industries, such as
chemicals, food products, petroleum products, pharmaceuticals and metal
products, and must make spot deliveries on a day-to-day basis as its products
are required by its customers, the Company does not operate on a backlog to any
significant extent and maintains only limited levels of finished goods. Many
customers place their orders weekly for delivery during the week.

   The Company's raw materials are principally pulpwood, waste paper for
recycling, paper, steel and resins.

   There are approximately 10,000 employees of the Company at October 31, 2001.

Basis of Consolidation

   The Consolidated Financial Statements include the accounts of Greif Bros.
Corporation and its subsidiaries. All intercompany transactions and balances
have been eliminated in consolidation.

Use of Estimates

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
certain estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. The most significant estimates are
related to the allowance for doubtful accounts, expected useful lives assigned
to properties, plants and equipment, goodwill and other intangible assets,
restructuring reserves, postretirement benefits, income taxes and
contingencies. Actual amounts could differ from those estimates.

Revenue Recognition

   In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101 further defines the basic principles of revenue
recognition and was adopted by the Company during 2001. The Company recognizes
revenue when title passes to customers or services have been rendered, with
appropriate provision for returns and allowances. The adoption of SAB No. 101
did not have a material effect on the Company's financial statements.

Shipping and Handling Fees and Costs

   The Emerging Issues Task Force ("EITF") reached a consensus in September
2000 that all amounts billed to a customer in a sale transaction related to
shipping and handling, if any, represent revenues earned for the goods provided
and should be classified as revenue. The EITF also concluded that the
classification of shipping and

                                      F-8

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

handling costs is an accounting policy decision. In accordance with EITF No.
00-10, "Accounting for Shipping and Handling Fees and Costs," the Company
includes shipping and handling costs in cost of products sold. Prior to the
issuance of EITF No. 00-10, the Company's shipping and handling costs were
netted in net sales. All prior period amounts have been reclassified to conform
to EITF No. 00-10. The adoption of EITF No. 00-10 had no effect on reported net
income.

Income Taxes

   Income taxes are accounted for under Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." In accordance with
this statement, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, as measured by enacted tax rates that are expected to be
in effect in the periods which the deferred tax liabilities and assets are
expected to be settled or realized.

Cash and Cash Equivalents

   The Company considers highly liquid investments with an original maturity of
three months or less to be cash and cash equivalents. Included in these amounts
are repurchase agreements of $1.9 million in 2001 ($3.6 million in 2000).

Concentration of Credit Risk

   Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist primarily of trade accounts receivable.
Such credit risk is considered by management to be limited due to the Company's
many customers, none that are considered principal in the total operations of
the Company, doing business in a variety of industries throughout the world.

Inventories

   Inventories are stated at the lower of cost or market, principally on the
last-in, first-out basis in the United States (approximately 30% of
consolidated inventories) and on the first-in, first-out basis in other parts
of the world (approximately 70% of consolidated inventories). The inventories
are comprised as follows at October 31 (U.S. dollars in thousands):

                                                              2001      2000
                                                            --------  --------
                                                                
 Finished goods............................................ $ 40,881  $ 16,494
 Raw materials and work-in-process.........................  120,510    63,630
                                                            --------  --------
                                                             161,391    80,124
 Reduction to state inventories on last-in, first-out basis  (38,028)  (37,383)
                                                            --------  --------
                                                            $123,363  $ 42,741
                                                            ========  ========

Properties, Plants and Equipment

   Depreciation on properties, plants and equipment is provided on the
straight-line method over the estimated useful lives of the assets as follows:

                                                 Years
                                                 -----
                                              
                         Buildings.............. 30-45
                         Machinery and equipment  3-19

   Depreciation expense was $63.8 million in 2001, $37.3 million in 2000 and
$35.2 million in 1999. Expenditures for repairs and maintenance are charged to
expense as incurred.

                                      F-9

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   Depletion on timber properties is computed on the basis of cost and the
estimated recoverable timber acquired.

   When properties are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the asset and related allowance
accounts. Gains or losses are credited or charged to income as incurred.

Net Assets Held for Sale

   Net assets held for sale represent land, buildings and land improvements
less accumulated depreciation for locations that have been closed, primarily as
a result of the restructuring plans in the Industrial Shipping Containers
segment (see Note 5--Restructuring Reserves). As of October 31, 2001 and 2000,
there were 14 and 12 locations held for sale, respectively. The net sales and
loss before income tax benefit of these locations were $35.6 million and $0.8
million, respectively, during 2001. The net sales and loss before income tax
benefit of these locations were $16.0 million and $2.6 million, respectively,
during 2000. The effect of suspending depreciation on the facilities held for
sale is immaterial to the results of operations. The net assets held for sale
have been listed for sale, and it is the Company's intention to complete the
sales within the upcoming year.

Internal Use Software

   Internal use software is accounted for under Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." Internal use software is software that is acquired, internally
developed or modified solely to meet the entity's needs and for which, during
the software's development or modification, a plan does not exist to market the
software externally. Costs incurred to develop the software during the
application development stage, upgrades and enhancements that provide
additional functionality are capitalized.

Goodwill and Other Intangible Assets

   Goodwill is amortized on a straight-line basis over 15- or 25-year periods.
The cost of acquired intangible assets is amortized on a straight-line basis
over their estimated economic lives of 2 to 25 years. The weighted average
period of goodwill and intangible assets amortization is 21 years. Amortization
expense was $13.1 million in 2001, $7.0 million in 2000 and $6.5 million in
1999. Accumulated amortization was $31.2 million at October 31, 2001 ($18.1
million at October 31, 2000).

   The Company's policy is to periodically review its goodwill, other
intangible assets and other long-lived assets based upon the evaluation of such
factors as the occurrence of a significant adverse event or change in the
environment in which the business operates, or if the expected future net cash
flows (undiscounted and without interest) would become less than the carrying
amount of the asset. An impairment loss would be recorded in the period such
determination is made based on the fair value of the related businesses.

Derivative Financial Instruments

   On November 1, 2000, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities." These
statements require that all derivatives be recorded in the balance sheet as
either assets or liabilities and measured at fair value. The accounting for
changes in fair value of the derivative depends on the intended use of the
derivative and the resulting designation.

                                     F-10

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The Company enters into interest rate swap agreements for the purpose of
hedging its exposure to fluctuations in interest rates. Under SFAS No. 133, the
Company's interest rate swap contracts are considered cash flow hedges. The
interest rate swap contracts were entered into to assist the Company in its
management of exposure to variable rate debt. The differentials payable or
receivable under these agreements are recorded as an adjustment to interest
expense and are included in interest receivable or payable. An asset or
liability is recorded on the Company's balance sheet for the fair value of the
interest rate swap agreements. A corresponding charge or credit is reflected,
net of tax, in other comprehensive income (loss).

   The Company enters into foreign currency forward contracts to hedge certain
short-term intercompany loan transactions with its foreign businesses. Such
contracts limit the Company's exposure to both favorable and unfavorable
currency fluctuations. These contracts are adjusted to reflect market value as
of each balance sheet date, with the resulting changes in fair value being
recognized in other income, net.

Foreign Currency Translation

   In accordance with SFAS No. 52, "Foreign Currency Translation," the assets
and liabilities denominated in foreign currency are translated into U.S.
dollars at the current rate of exchange existing at year-end and revenues and
expenses are translated at the average monthly exchange rates.

   The cumulative translation adjustments, which represent the effects of
translating assets and liabilities of the Company's foreign operations, are
presented in the Consolidated Statements of Changes in Shareholders' Equity in
"Accumulated Other Comprehensive Income (Loss)." The transaction gains and
losses included in income are immaterial.

   The functional currency for foreign operations in highly inflationary
economies is the U.S. dollar, and any gains or losses are credited or charged
to income.

Earnings Per Share
   The Company has two classes of common stock and, as such, applies the
"two-class method" of computing earnings per share as prescribed in SFAS No.
128, "Earnings Per Share." In accordance with the statement, earnings are
allocated first to Class A and Class B Common Stock to the extent that
dividends are actually paid and the remainder allocated assuming all of the
earnings for the period have been distributed in the form of dividends.

   The following is a reconciliation of the shares used to calculate basic and
diluted earnings per share:

                                          For the years ended October 31,
                                          --------------------------------
                                             2001       2000       1999
                                          ---------- ---------- ----------
                                                       
     Class A Common Stock:
     Basic earnings per share............ 10,523,476 10,557,935 10,882,081
     Assumed conversion of stock options.     26,603     41,600     19,229
                                          ---------- ---------- ----------
     Diluted earnings per share.......... 10,550,079 10,599,535 10,901,310
                                          ========== ========== ==========
     Class B Common Stock:
     Basic and diluted earnings per share 11,842,656 11,852,602 11,989,605
                                          ========== ========== ==========

   There are 1,172,248 options that are antidilutive for 2001 (370,090 for 2000
and 496,789 for 1999).

                                     F-11

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Environmental Cleanup Costs

   The Company expenses environmental expenditures related to existing
conditions resulting from past or current operations and from which no current
or future benefit is discernable. Expenditures that extend the life of the
related property or mitigate or prevent future environmental contamination are
capitalized. The Company determines its liability on a site-by-site basis and
records a liability at the time when it is probable and can be reasonably
estimated. The Company's estimated liability is reduced to reflect the
anticipated participation of other potentially responsible parties in those
instances where it is probable that such parties are legally responsible and
financially capable of paying their respective shares of the relevant costs.

Reclassifications

   Certain prior year amounts have been reclassified to conform to the 2001
presentation.

Recent Accounting Standards
   In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires use of the purchase method for business
combinations initiated after June 30, 2001. SFAS No. 142 requires that goodwill
no longer be amortized, but instead be periodically reviewed for impairment.
The provisions of SFAS No. 142 will be effective for fiscal years beginning
after December 15, 2001. However, earlier application is permitted for entities
with fiscal years beginning after March 15, 2001, provided that the first
interim financial statements have not been issued previously. In all cases, the
provisions of SFAS No. 142 shall be initially applied at the beginning of a
fiscal year.

   The application of the non-amortization provisions of SFAS No. 142 will
increase net income of the Company upon adoption. The effect of the
non-amortization provisions of SFAS No. 142 on net income is subject to
finalization of the allocation of the purchase price for the Van Leer
Industrial Packaging acquisition (see Note 2) including further evaluation of
all intangible assets in relation to the provisions of SFAS No. 142.

   At this time, the effect of the impairment provisions provided by SFAS No.
142 is not known.

NOTE 2--ACQUISITIONS AND OTHER INVESTMENTS

Van Leer Industrial Packaging Acquisition
   On March 2, 2001, pursuant to the terms of a Share Purchase Agreement dated
October 27, 2000, as amended on January 5 and February 28, 2001, between the
Company and Huhtamaki Van Leer Oyj, a Finnish corporation ("Huhtamaki"), the
Company acquired all of the issued share capital of Royal Packaging Industries
Van Leer N.V., a Dutch limited liability company, Huhtamaki Holdings do Brasil
Ltda., a Brazilian limited liability company, Van Leer France Holding S.A.S., a
French limited liability company, Van Leer Containers, Inc., a U.S.
corporation, and American Flange & Manufacturing Co., Inc., a U.S. corporation
(collectively, "Van Leer Industrial Packaging"). Van Leer Industrial Packaging
is a worldwide provider of industrial packaging and components, including
steel, fibre and plastic drums, polycarbonate water bottles, intermediate bulk
containers and closure systems, with operations in over 40 countries.

   As consideration for the shares of Van Leer Industrial Packaging, the
Company paid $555.0 million less the amount of Van Leer Industrial Packaging's
debt and certain other obligations ($206.4 million) as of the closing date. In
addition, the Company paid $15.0 million in legal and professional fees related
to the acquisition. The acquisition was funded by long-term debt borrowed
against a $900 million Senior Secured Credit Agreement (see Note 6).

                                     F-12

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The acquisition of Van Leer Industrial Packaging, included in operating
results from the acquisition date, was accounted for using the purchase method
of accounting and, accordingly, the purchase price was allocated to the assets
purchased and liabilities assumed based upon their fair values at the date of
acquisition. The fair values of the assets acquired and the liabilities assumed
were $642.7 million and $423.9 million, respectively. The final allocation of
the purchase price may differ due to additional refinements in the fair values
of the net assets acquired. Identifiable intangible assets, with a combined
fair value of $34.1 million, including the Van Leer trademark, Tri-Sure
Closures trademarks, patents and other proprietary information, and certain
noncompete agreements, have been recorded. The excess of the purchase price
over the fair values of the net tangible and intangible assets acquired of
$110.7 million was recorded as goodwill.

   The goodwill is being amortized on a straight-line basis over 25 years based
on consideration regarding the age of the acquired companies, their customers
and the risk of obsolescence of their products. The intangible assets are being
amortized on a straight-line basis over their estimated economic lives of 2 to
25 years.

Abzac-Greif Investment

   During June 1999, Greif Bros. Canada Inc., a wholly-owned Canadian
subsidiary of the Company, exchanged its spiral core manufacturing assets with
Abzac S.A., a privately held company in France ("Abzac"), for a 49% equity
interest in Abzac's fibre drum business (known as "Abzac-Greif"). The effective
date of the transaction was January 1, 1999. The investment in Abzac-Greif of
$2.0 million has been recorded using the equity method of accounting.

Great Lakes and Trend Pak Acquisitions

   On April 5, 1999, the Company purchased the common stock of Great Lakes
Corrugated Corp. ("Great Lakes") and Trend Pak, Inc. ("Trend Pak") from their
shareholders for $20.8 million in cash. In addition, the Company paid $0.1
million in legal and professional fees related to the acquisition.

   The acquisitions of Great Lakes and Trend Pak, included in operating results
from the acquisition date, were accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to the assets
purchased and liabilities assumed based upon their fair values at the date of
acquisition. The fair values of the assets acquired and liabilities assumed
were $14.8 million and $5.9 million, respectively. The excess of the purchase
price over the fair values of the net assets acquired of $12.0 million was
recorded as goodwill. The goodwill is being amortized on a straight-line basis
over 15 years based on consideration regarding the age of the acquired
businesses, their customers and the risk of obsolescence of their products.

Intermediate Bulk Containers ("IBC") Acquisition

   On January 11, 1999, the Company purchased the assets of the IBC business
from Sonoco Products Company ("Sonoco") for $38.0 million in cash. In addition,
the Company paid $0.2 million in legal and professional fees related to the
acquisition. Prior to the acquisition date, and subsequent to March 30, 1998,
the Company marketed and sold IBCs under a distributorship agreement with
Sonoco.

   The acquisition of the IBC business, included in operating results from the
acquisition date, was accounted for using the purchase method of accounting
and, accordingly, the purchase price was allocated to the assets purchased and
liabilities assumed based upon their fair values at the date of acquisition.
The fair values of the assets acquired and liabilities assumed were $15.7
million and $1.3 million, respectively. The excess of the purchase price over
the fair values of the net assets acquired of $23.8 million was recorded as
goodwill. The goodwill is being amortized on a straight-line basis over 25
years based on consideration regarding the age of the acquired business, its
customers and the risk of obsolescence of its products.

                                     F-13

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

CorrChoice Joint Venture

   On November 1, 1998, the Company entered into a Joint Venture Agreement with
RDJ Holdings Inc. ("RDJ") and a minority shareholder of a subsidiary of Ohio
Packaging Corporation (the "Minority Shareholder") to form CorrChoice, Inc.
("CorrChoice"). Pursuant to the terms of the Joint Venture Agreement, the
Company contributed all of its stock of Michigan Packaging Company ("Michigan
Packaging") and Ohio Packaging Corporation ("Ohio Packaging") in exchange for a
63.24% ownership interest in CorrChoice. RDJ and the Minority Shareholder
contributed all of their stock of Ohio Packaging and its subsidiaries in
exchange for a 36.76% ownership interest in CorrChoice. The contribution of the
Michigan Packaging stock and the Ohio Packaging stock was recorded by the
Company at book value with no gain or loss recognized in accordance with EITF
No. 86-29, "Nonmonetary Transactions: Magnitude of Boot and the Exceptions to
the Use of Fair Value."

   In connection with the closing of the CorrChoice joint venture, the Company
and RDJ entered into a voting agreement that enables the Company and RDJ to be
equally represented on CorrChoice's Board of Directors. As such, the Company
does not control CorrChoice. Therefore, in accordance with accounting
principles generally accepted in the United States, the Company has recorded
its investment in CorrChoice using the equity method of accounting.

   Prior to the formation of the CorrChoice joint venture, the Company
accounted for its investment in Ohio Packaging's non-voting stock under the
cost method of accounting because the Company did not have significant
influence over the operations of Ohio Packaging. Because the Company's
investment in the common stock of Ohio Packaging that previously was accounted
for by the cost method became qualified for use of the equity method (through
the Company's ownership interest in CorrChoice), effective November 1, 1998 the
Company's investment in Ohio Packaging, results of operations and retained
earnings were retroactively restated in the Company's 1999 Annual Report in
accordance with Accounting Principles Board Opinion ("APBO") No. 18, "The
Equity Method of Accounting for Investments in Common Stock."

   The Company sells containerboard to CorrChoice, which it uses to produce
corrugated sheets, and the Company purchases corrugated sheets from CorrChoice,
with all transactions effected at prevailing market prices. The Company's
profit in CorrChoice inventory is eliminated in the Company's consolidated
financial statements.

Pro Forma Information

   The following pro forma (unaudited) information assumes that the Van Leer
Industrial Packaging acquisition had occurred on November 1, 1999 (U.S. dollars
in thousands, except per share amounts):

                                            For the years ended
                                                October 31,
                                           ---------------------
                                              2001       2000
                                           ---------- ----------
                                                
               Net sales.................. $1,746,255 $1,914,846
               Net income................. $   72,805 $   73,058
               Basic earnings per share:
               Class A Common Stock....... $     2.58 $     2.58
               Class B Common Stock....... $     3.85 $     3.86
               Diluted earnings per share:
               Class A Common Stock....... $     2.57 $     2.57
               Class B Common Stock....... $     3.85 $     3.86

   The amounts reflect adjustments for interest expense related to the debt
issued for the purchase, amortization of goodwill and other intangible assets
and depreciation expense on the revalued properties, plants and equipment.

                                     F-14

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The pro forma information, as presented above, is not necessarily indicative
of the results which would have been obtained had the transaction occurred on
November 1, 1999, nor are they necessarily indicative of future results.

NOTE 3--INVESTMENT IN AFFILIATES

   The Company has investments in CorrChoice (63.24%), Abzac-Greif (49%),
Socer-Embalagens, Lda. (25%) and Balmer Lawrie-Van Leer (40.06%) that are
accounted for on the equity method. The Company's share of earnings of these
affiliates is included in income as earned. The Company received dividends from
affiliates of $2.9 million in 2001 and $2.4 million in 2000.

   The difference between the cost basis of the Company's investment in the
underlying equity of affiliates of $4.8 million at October 31, 2001 ($5.2
million at October 31,2000) is being amortized over 15 years.

   The summarized unaudited financial information below represents the combined
financial position and results of the Company's unconsolidated affiliates
accounted for by the equity method (U.S. dollars in thousands):

                                      As of and for the years ended October 31,
                                      -----------------------------------------
                                        2001          2000          1999
                                        --------      --------      --------
                                                         
                Current assets....... $140,752      $127,106      $118,821
                Long-term assets..... $108,639      $102,901      $ 97,225
                Current liabilities.. $ 16,489      $ 14,653      $ 19,501
                Long-term liabilities $ 11,266      $  8,790      $  8,238

                Net sales............ $282,277      $299,086      $251,638
                Gross profit......... $ 45,444      $ 54,399      $ 43,433
                Operating income..... $ 28,338      $ 34,590      $ 31,090
                Net income........... $ 18,606      $ 22,964      $ 17,570

NOTE 4--TIMBERLAND TRANSACTIONS

Sale of Timber Properties

   In December 2000, the Company sold certain hardwood timberland for $44.4
million. As such, the Company recognized a gain of $43.0 million during the
first quarter of 2001 related to this transaction. In a related agreement, the
Company sold other hardwood timberland for $30.0 million in March 2001, and
recognized an additional gain of $27.7 million during the second quarter of
2001.

   A total of approximately 65,000 acres of timber properties situated in
Arkansas, Mississippi and Louisiana were sold as a result of these transactions.

Purchase of Timber Properties

   In December 2000, the Company purchased certain pine timberland for $42.8
million. In a related agreement, the Company purchased other pine timberland
for $43.1 million in March 2001.

   A total of approximately 63,000 acres of timber properties situated in
Louisiana were purchased as a result of these transactions.

                                     F-15

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

NOTE 5--RESTRUCTURING RESERVES

   During the second quarter of 2001, the Company approved a plan to
consolidate some of its locations in order to eliminate duplicate facilities
caused by the Van Leer Industrial Packaging acquisition and improve operating
efficiencies and capabilities. The plan was the result of an in-depth study to
determine whether certain locations should be closed and the sales and
manufacturing volume associated with such plants relocated to a different
facility. Six existing Company-owned plastic drum and steel drum plants were
identified to be closed. These plants are located in North America. In
addition, certain redundant administrative functions are being eliminated. As a
result of this plan, during the second quarter of 2001, the Company recognized
a pretax restructuring charge of $11.5 million, consisting of $8.0 million in
employee separation costs (approximately 400 employees) and a $3.5 million loss
on disposal of equipment and facilities. The Company is planning to sell its
six owned facilities. The Company expects to complete these restructuring
activities during the first half of 2002. Subsequent to the recognition of the
restructuring charge, the Company has and will continue to recognize expense
related to additional costs to relocate machinery and equipment and employees
upon the closure of these plants. The amounts charged against this
restructuring reserve during the period ended October 31, 2001 are as follows
(U.S. dollars in thousands):

                                        Beginning          Ending
                                         Balance  Activity Balance
                                        --------- -------- -------
                                                  
             Cash charges:
             Employee separation costs.  $ 8,000   $4,009  $3,991
             Cash and non-cash charges:
             Other exit costs..........    3,534    3,222     312
                                         -------   ------  ------
                                         $11,534   $7,231  $4,303
                                         =======   ======  ======

   As of October 31, 2001, there were a total of 170 employees that had been
terminated and provided severance benefits under this restructuring plan.

   In addition, in connection with the 2001 acquisition of Van Leer Industrial
Packaging from Huhtamaki and the consolidation plan, five facilities purchased
as part of the acquisition have been or will be closed. Four of these
facilities are Company-owned and one is leased. The facilities are located in
North America, South America, United Kingdom and Asia Pacific. In addition,
certain redundant administrative functions will be eliminated. Accordingly, the
Company recognized a $19.7 million restructuring liability in its purchase
price allocation related to these locations. This liability was accounted for
under EITF No. 95-3, "Recognition of Liabilities in Connection with a Purchase
Business Combination." The liability consisted of $16.5 million in employee
separation costs (approximately 375 employees), $0.9 million in lease
termination costs and $2.3 million in other exit costs. The Company is planning
to sell the four Company-owned facilities. The lease will be terminated on the
remaining facility. The amounts charged against this restructuring reserve
during the period ended October 31, 2001 are as follows (U.S. dollars in
thousands):

                                       Balance at           Ending
                                       Acquisition Activity Balance
                                       ----------- -------- -------
                                                   
            Cash charges:
            Employee separation costs.   $16,480    $6,962  $ 9,518
            Cash and non-cash charges:
            Other exit costs..........     3,203     1,915    1,288
                                         -------    ------  -------
                                         $19,683    $8,877  $10,806
                                         =======    ======  =======

   As of October 31, 2001, there were a total of 180 employees that had been
terminated and provided severance benefits under this restructuring plan.

                                     F-16

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

NOTE 6--LONG-TERM DEBT
   On March 2, 2001, the Company and Greif Spain Holdings, S.L. entered into a
$900 million Senior Secured Credit Agreement with a syndicate of lenders, and
Merrill Lynch & Co. and KeyBank National Association, as co-agents. A portion
of the proceeds from the Senior Secured Credit Agreement was used to fund the
Van Leer Industrial Packaging acquisition and to refinance amounts outstanding
under the Company's then existing revolving credit facility (as described
below). The Senior Secured Credit Agreement provides for three term loans, a
$150 million U.S. Dollar Term Loan A, a $200 million Euro Term Loan A and a
$400 million U.S. Dollar Term Loan B, and a $150 million revolving
multicurrency credit facility. The revolving multicurrency credit facility is
available for working capital and general corporate purposes.

   The Term Loan A (both U.S. Dollar and Euro) and Term Loan B amortize
quarterly through the maturity dates of February 28, 2006 and February 29,
2008, respectively. The revolving multicurrency credit facility matures on
February 28, 2006. The Company is required to pay a commitment fee each quarter
equal to 0.375% to 0.500% of the total unused revolver commitment amount, based
upon the Company's leverage ratio. Interest is based on either a LIBOR rate or
an alternative base rate that resets periodically plus a calculated margin
amount. The amounts outstanding, as well as the base rates and margins, at
October 31, 2001, are as follows (U.S. dollars and euros in thousands):

                                         Amount     Base Rate Margin
                                     -------------- --------- ------
                                                     
           Term Loan A (U.S. Dollar) $      131,526   2.27%    2.50%
           Term Loan A (Euro).......  (euro)187,660   3.59%    2.50%
           Term Loan B.............. $      377,256   2.27%    3.25%
           Multicurrency revolver... $       20,000   2.34%    2.50%

   As of October 31, 2001, the Company had $696.3 million outstanding under the
Senior Secured Credit Agreement with a weighted average interest rate of 5.50%.

   As part of the Senior Secured Credit Agreement, the Company incurred
financing fees of $16.3 million. The amount has been deferred and is being
amortized over the life of the agreement of six years. The charge is recorded
in interest expense.

   The Senior Secured Credit Agreement contains certain covenants, including
financial covenants that require the Company to maintain a certain leverage
ratio, sufficient coverage of interest expense and fixed charges, and a minimum
net worth. In addition, the Company is limited with respect to the incurrence
of additional debt. The repayment of this facility is secured by a first lien
on substantially all of the personal property and certain of the real property
of the Company. Standard & Poor's and Moody's Investors Service have assigned a
"BB" rating and a "Ba3" rating, respectively, both with favorable outlook, to
the loan obligations of the Company under the Senior Secured Credit Agreement.
At October 31, 2001, the Company was in compliance with these covenants.

   The $150 million revolving multicurrency credit facility may also be used to
issue letters of credit. At October 31, 2001, the Company had outstanding $13.0
million in letters of credit under the credit agreement. The quarterly fronting
fee related to these letters of credit is 0.125% of the outstanding amount plus
a calculated margin (2.50% at October 31, 2001) for the use of this facility.

   In addition to the amounts borrowed against the Senior Secured Credit
Agreement, the Company had outstanding debt of $17.7 million, comprised of $1.2
million in long-term debt and $16.5 million in short-term borrowings at October
31, 2001.

                                     F-17

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   On March 30, 1998, the Company had entered into a credit agreement with
various financial institutions, as banks, and KeyBank National Association, as
agent, which provided a revolving credit facility of up to $325 million. The
Company was required to pay a facility fee each quarter equal to 0.025% to
0.050% of the total commitment amount based upon the Company's leverage ratio.
The interest rate was either based on the prime rate or LIBOR rate plus a
calculated margin amount (0.275% at October 31, 2000). Interest was reset on a
quarterly basis. At October 31, 2000, the interest rate was 6.99%. The
revolving credit loans were due on March 31, 2003; however, the amounts
remaining were repaid from proceeds of the Senior Secured Credit Agreement.

   Annual maturities of the Company's long-term debt are $43.1 million in 2002,
$58.9 million in 2003, $74.6 million in 2004, $90.4 million in 2005, $71.0
million in 2006 and $359.5 million thereafter.

   During 2001, the Company paid $44.8 million of interest ($16.6 million in
2000 and $15.4 million in 1999) related to its long-term obligations. Interest
of $2.5 million in 2001, $2.5 million in 2000 and $0.4 million in 1999 was
capitalized.

   The Company has entered into non-cancelable operating leases for buildings,
trucks and computer equipment. The future minimum lease payments for the
non-cancelable operating leases are $8.8 million in 2002, $7.3 million in 2003,
$5.9 million in 2004, $5.1 million in 2005, $3.8 million in 2006 and $17.8
million thereafter. Rent expense was $19.8 million in 2001, $14.0 million in
2000 and $12.5 million in 1999.

NOTE 7--FINANCIAL INSTRUMENTS

   The Company had interest rate swap agreements with an aggregate notional
amount of $320 million and EUR 65 million at October 31, 2001 with various
maturities through 2008. Under these agreements, the Company receives interest
quarterly from the counterparties equal to the LIBOR rate and pays interest at
a weighted average rate of 5.56% over the life of the contracts. At October 31,
2001, a liability for the interest rate swap contracts, which represented their
fair values at that time, in the amount of $21.0 million ($13.1 million net of
tax) was recorded with an offsetting amount in accumulated other comprehensive
income (loss). At October 31, 2000, the Company had interest rate swap
agreements with an aggregate notional amount of $130 million. Under the
agreements, the Company received interest quarterly from the counterparty equal
to the LIBOR rate and paid interest quarterly to the counterparty at a weighted
average rate of 6.01%.

   At October 31, 2001, the Company had outstanding foreign currency forward
contracts in the notional amount of $33.4 million. The fair value of these
contracts at October 31, 2001 resulted in a gain of $0.3 million. The purpose
of these contracts is to hedge short-term intercompany loan balances with its
foreign businesses.

   While the Company may be exposed to credit losses in the event of
nonperformance by the counterparties to its derivative financial instrument
contracts, its counterparties are established banks and financial institutions
with high credit ratings. The Company has no reason to believe that such
counterparties will not be able to fully satisfy their obligations under these
contracts.

   The fair values of all derivative financial instruments are estimated based
on current settlement prices of comparable contracts obtained from dealer
quotes. The values represent the estimated amounts the Company would pay or
receive to terminate the agreements at the reporting date.

NOTE 8--CAPITAL STOCK

   Class A Common Stock is entitled to cumulative dividends of one cent a share
per year after which Class B Common Stock is entitled to non-cumulative
dividends up to a half cent a share per year. Further distribution in any year
must be made in proportion of one cent a share for Class A Common Stock to one
and a half cents a

                                     F-18

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

share for Class B Common Stock. The Class A Common Stock shall have no voting
power nor shall it be entitled to notice of meetings of the shareholders, all
rights to vote and all voting power being vested exclusively in the Class B
Common Stock unless four quarterly cumulative dividends upon the Class A Common
Stock are in arrears. There is no cumulative voting.

   The following table summarizes the Company's capital stock, without par
value (Class A and Class B common shares) and treasury shares at the specified
dates:

                            Authorized   Issued   Outstanding  Treasury
                              Shares     Shares     Shares      Shares
                            ---------- ---------- ----------- ----------
                                                  
       October 31, 2001:
       Class A Common Stock 32,000,000 21,140,960 10,516,196  10,624,764
       Class B Common Stock 17,280,000 17,280,000 11,822,859   5,457,141
       October 31, 2000:
       Class A Common Stock 32,000,000 21,140,960 10,523,196  10,617,764
       Class B Common Stock 17,280,000 17,280,000 11,847,359   5,432,641

NOTE 9--STOCK OPTIONS

   In the current year, the Company adopted the 2001 Management Equity
Incentive and Compensation Plan (the "2001 Plan"). The provisions of the 2001
Plan allow the awarding of incentive and nonqualified stock options and
restricted and performance shares of Class A Common Stock to key employees. The
maximum number of shares that may be issued each year is determined by a
formula that takes into consideration the total number of shares outstanding
and is also subject to certain limits. In addition, the maximum number of
incentive stock options that will be issued under the 2001 Plan during its term
is 2,500,000 shares.

   Prior to 2001, the Company had adopted a Nonstatutory Stock Option Plan (the
"2000 Plan") that provides the discretionary granting of nonstatutory options
to key employees, and an Incentive Stock Option Plan (the "Option Plan") that
provides the discretionary granting of incentive stock options to key employees
and nonstatutory options for non-employees. The aggregate number of the
Company's Class A Common Stock options that may be granted under the 2000 Plan
and Option Plan may not exceed 200,000 shares and 1,000,000 shares,
respectively.

   Under the terms of the 2001 Plan, the 2000 Plan and the Option Plan, stock
options are granted at exercise prices equal to the market value of the common
stock on the date options are granted and become exercisable two years after
date of grant. Options expire 10 years after date of grant.

   The Directors' Stock Option Plan (the "Directors' Plan") provides the
granting of stock options to directors who are not employees of the Company.
The aggregate number of the Company's Class A Common Stock options that may be
granted may not exceed 100,000 shares. Under the terms of the Directors' Plan,
options are granted at exercise prices equal to the market value of the common
stock on the date options are granted and become exercisable immediately.
Options expire 10 years after date of grant.

   In 2001, 444,800 stock options were granted under the 2001 Plan with option
prices of $30.59 per share. Under the Directors' Plan, 10,000 options were
granted to outside directors with option prices of $27.38 per share.

   In 2000, 142,000 stock options and 163,730 stock options were granted under
the Option Plan and 2000 Plan, respectively, at option prices ranging from
$29.00 to $29.88 per share. Under the Directors' Plan, 10,000 options were
granted to outside directors with option prices of $29.88 per share.

   In 1999, 225,452 stock options were granted under the Option Plan with
option prices of $24.25 per share. Under the Directors' Plan, 10,000 options
were granted to outside directors with option prices of $26.81 per share.

                                     F-19

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The Company applies APBO No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations in accounting for its stock option plans. If
compensation cost would have been determined based on the fair values at the
date of grant under SFAS No. 123, "Accounting for Stock-Based Compensation,"
pro forma net income and earnings per share would have been as follows (U.S.
dollars in thousands, except per share amounts):

                                          For the years ended October 31,
                                          -------------------------------
                                           2001       2000       1999
                                           -------    -------    -------
                                                       
              Net income................. $86,566    $73,990    $49,787
              Basic earnings per share:
              Class A Common Stock....... $  3.06    $  2.62    $  1.73
              Class B Common Stock....... $  4.59    $  3.91    $  2.58
              Diluted earnings per share:
              Class A Common Stock....... $  3.06    $  2.61    $  1.73
              Class B Common Stock....... $  4.59    $  3.91    $  2.58

   The fair value for each option is estimated on the date of grant using the
Black-Scholes option pricing model, as allowed under SFAS No. 123, with the
following assumptions:

                                         2001     2000     1999
                                       -------  -------  -------
                                                
               Dividend yield.........    1.70%    1.70%    1.90%
               Volatility rate........   27.20%   27.50%   25.10%
               Risk-free interest rate    4.84%    6.05%    6.15%
               Expected option life... 6 years  6 years  6 years

   The fair value of shares granted in 2001, 2000 and 1999 were $9.12, $9.49
and $7.33, respectively, as of grant date.

   Stock option activity for the years ended October 31 was as follows (Shares
in thousands):

                           2001                    2000                    1999
                  ----------------------- ----------------------- -----------------------
                         Weighted Average        Weighted Average        Weighted Average
                  Shares  Exercise Price  Shares  Exercise Price  Shares  Exercise Price
                  ------ ---------------- ------ ---------------- ------ ----------------
                                                       
Beginning balance 1,154       $28.48        861       $28.23       659        $29.56
Granted..........   455       $30.52        316       $29.22       236        $24.36
Forfeited........   100       $28.53         16       $29.76        22        $29.29
Exercised........     3       $22.94          7       $27.12        12        $24.26
                  -----                   -----                    ---
Ending balance... 1,506       $29.11      1,154       $28.48       861        $28.23
                  =====                   =====                    ===

   As of October 31, 2001, the outstanding stock options had exercise prices
ranging from $22.94 to $36.53 and a remaining weighted average contractual life
of eight years.

   There are 789,000 options that were exercisable at October 31, 2001 (628,000
options at October 31, 2000 and 432,000 options at October 31, 1999).

                                     F-20

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

NOTE 10--INCOME TAXES

   The provision for income taxes consists of the following (U.S. dollars in
thousands):

                                                             For the years ended October 31,
                                                             -------------------------------
                                                              2001       2000       1999
                                                              -------    -------    -------
                                                                          
Current:
   Federal.................................................. $12,624    $21,420    $ 7,959
   State and local..........................................     550        848        660
   Foreign..................................................   6,213      2,211      2,306
                                                              -------    -------    -------
                                                              19,387     24,479     10,925
Deferred....................................................  29,127     13,548     15,815
                                                              -------    -------    -------
                                                             $48,514    $38,027    $26,740
                                                              =======    =======    =======

   Foreign income before income taxes amounted to $13.6 million in 2001 ($5.8
million in 2000 and $5.2 million in 1999).

   The following is a reconciliation of the provision for income taxes based on
the federal statutory rate to the Company's effective income tax rate:

                                                              For the years ended
                                                                 October 31,
                                                              ----------------
                                                              2001    2000  1999
                                                              ----    ----  ----
                                                                   
 U.S. federal tax rate....................................... 35.0%   35.0% 35.0%
 State and local taxes, net of federal tax benefit...........  1.6%    1.7%  3.6%
 Other non-deductible expenses and foreign tax rates.........  1.3%    1.2%  1.1%
                                                              ----    ----  ----
                                                              37.9%   37.9% 39.7%
                                                              ====    ====  ====

   Significant components of the Company's deferred tax assets and liabilities
are as follows at October 31, (U.S. dollars in thousands):

                                                                         2001     2000
                                                                       --------  -------
                                                                           
Vacation accrual...................................................... $  1,320  $ 1,171
Bad debt reserves.....................................................    1,610      871
Restructuring reserves................................................    5,439       --
Other.................................................................    1,328      174
                                                                       --------  -------
   Current deferred tax asset......................................... $  9,697  $ 2,216
                                                                       ========  =======
Net operating loss carryforwards...................................... $ 34,019  $    --
Interest rate swaps...................................................    7,977       --
Minimum pension liability.............................................    1,682       --
Deferred compensation.................................................    1,840    1,823
Accrued environmental reserve.........................................    2,556      532
Other.................................................................      878    2,212
                                                                       --------  -------
                                                                         48,952    4,567
Valuation allowance for long-term deferred tax assets.................  (31,780)      --
                                                                       --------  -------
   Long-term deferred tax asset....................................... $ 17,172  $ 4,567
                                                                       ========  =======
Properties, plants and equipment...................................... $ 77,932  $45,951
Equity investments....................................................    8,843    7,968
Goodwill and other tangible assets....................................    4,053    2,926
Timberland transactions...............................................   35,530    5,053
Pension...............................................................    1,771       --
Other.................................................................   13,389    1,564
                                                                       --------  -------
   Long-term deferred tax liability................................... $141,518  $63,462
                                                                       ========  =======

                                     F-21

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   At October 31, 2001, the Company has foreign net operating loss
carryforwards of approximately $95 million for foreign income tax purposes
expiring over various future periods.

   At October 31, 2001, 2000 and 1999, the Company has provided deferred income
taxes on all of its undistributed foreign earnings.

   During 2001, the Company paid $20.2 million in income taxes ($28.9 million
in 2000 and $14.7 million in 1999).

NOTE 11--RETIREMENT PLANS

   In 2001, the Company assumed certain non-contributory defined benefit
pension plans in the United States, Australia, Germany, Netherlands, South
Africa and United Kingdom as a result of the Van Leer Industrial Packaging
acquisition (see Note 2). In addition, the Company already had non-contributory
defined benefit pension plans in the United States. The salaried plans'
benefits are based primarily on years of service and earnings. The hourly
plans' benefits are based primarily upon years of service. The Company
contributes an amount that is not less than the minimum funding nor more than
the maximum tax-deductible amount to these plans. The plans' assets consist of
large cap, small cap and international equity securities, fixed income
investments and the allowable number of shares of the Company's common stock as
follows:

                                            2001    2000
                                           ------- -------
                                             
                      Class A Common Stock 123,752 123,752
                      Class B Common Stock  80,355  80,355

   The components of net periodic pension cost include the following (U.S.
dollars in thousands):

                                             For the years ended October 31,
                                             ------------------------------
                                               2001        2000      1999
                                              --------   -------   -------
                                                          
        Service cost........................ $  7,432    $ 4,193   $ 4,760
        Interest cost.......................   13,982      5,561     5,279
        Expected return on plan assets......  (17,886)    (6,761)   (6,238)
        Amortization of prior service cost..    1,004        700       662
        Amortization of initial net asset...     (842)      (562)     (562)
        Recognized net actuarial (gain) loss     (270)      (198)       66
                                              --------   -------   -------
                                             $  3,420    $ 2,933   $ 3,967
                                              ========   =======   =======

   The weighted average assumptions used in the actuarial valuations are as
follows:

                                               2001  2000  1999
                                               ----  ----  ----
                                                  
                Discount rate................. 6.75% 7.50% 7.50%
                Expected return on plan assets 8.00% 9.00% 8.25%
                Rate of compensation increase. 4.25% 4.25% 4.25%

                                     F-22

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The following table sets forth the plans' change in benefit obligation,
change in plan assets and amounts recognized in the Consolidated Financial
Statements (U.S. dollars in thousands):

                                                                        2001      2000
                                                                      --------  -------
                                                                          
Change in benefit obligation:
Benefit obligation at beginning of year.............................. $ 82,140  $75,097
Benefit obligation of acquired businesses............................  202,122       --
Service cost.........................................................    7,432    4,193
Interest cost........................................................   13,982    5,561
Plan participant contributions.......................................      626       --
Amendments...........................................................       --      325
Actuarial (gain) loss................................................   (5,454)     919
Foreign currency effects.............................................   (1,570)      --
Benefits paid........................................................   (9,861)  (3,955)
Plan curtailment gain................................................      (45)      --
                                                                      --------  -------
Benefit obligation at end of year.................................... $289,372  $82,140
                                                                      ========  =======
Change in plan assets:
Fair value of plan assets at beginning of year....................... $ 84,802  $79,613
Fair value of plan assets of acquired businesses.....................  204,049       --
Actual return on plan assets.........................................  (17,660)   7,713
Plan participant contributions.......................................      626       --
Foreign currency effects.............................................   (2,169)      --
Employer contributions...............................................    8,082    1,431
Settlements..........................................................      (45)      --
Benefits paid........................................................   (9,528)  (3,955)
                                                                      --------  -------
Fair value of plan assets at end of year............................. $268,157  $84,802
                                                                      ========  =======
Funded status........................................................ $(21,215) $ 2,698
Unrecognized net actuarial loss (gain)...............................   26,677   (3,745)
Unrecognized prior service cost......................................    8,507    8,784
Unrecognized initial net asset.......................................   (4,935)  (5,777)
                                                                      --------  -------
Net amount recognized................................................ $  9,034  $ 1,960
                                                                      ========  =======
Amounts recognized in the statement of financial position consist of:
Prepaid benefit cost................................................. $ 26,721  $ 3,662
Accrued benefit liability............................................  (30,605)  (1,702)
Intangible asset.....................................................    8,481       --
Accumulated other comprehensive income...............................    4,437       --
                                                                      --------  -------
Net amount recognized................................................ $  9,034  $ 1,960
                                                                      ========  =======

   The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plans with accumulated benefit obligations
in excess of plan assets were $125.6 million, $112.1 million and $85.5 million,
respectively, as of October 31, 2001.

   The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the foreign pension plans were $136.3 million, $129.8
million and $138.0 million, respectively, as of October 31, 2001.

                                     F-23

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   In addition to the benefits provided under the defined benefit pension
plans, the Company has adopted a supplemental retirement plan for certain
executive employees. Pension expense of $0.3 million and $0.4 million was
recorded in 2001 and 2000, respectively.

   The Company has several voluntary 401(k) savings plans that cover eligible
employees. For certain plans, the Company matches a percentage of each
employee's contribution up to a maximum percentage of base salary. Company
contributions to the 401(k) plans were $0.9 million in 2001, $0.9 million in
2000 and $0.5 million in 1999.

NOTE 12--POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS

   In 2001, the Company assumed certain postretirement health and life
insurance benefit plans in the United States and South Africa as a result of
the Van Leer Industrial Packaging acquisition (see Note 2).

   In conjunction with the acquisition of the industrial containers business
from Sonoco in 1998, the Company assumed an obligation to reimburse Sonoco for
its actual costs incurred in providing postretirement health care benefits to
certain employees. Contributions by the Company are limited to an aggregate
annual payment of $1.4 million for eligible employees at the date of purchase.
Further, the Company is responsible for the cost of certain union hourly
employees who were not eligible at the date of closing. The Company intends to
fund these benefits from its operations.

   The components of net periodic cost for the postretirement benefits include
the following (U.S. dollars in thousands):

                                     For the years ended
                                         October 31,
                                     --------------------
                                      2001   2000   1999
                                     ------ ------ ------
                                          
                       Service cost. $  240 $   -- $   --
                       Interest cost  3,033  1,453  1,840
                                     ------ ------ ------
                                     $3,273 $1,453 $1,840
                                     ====== ====== ======

                                     F-24

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The following table sets forth the plans' change in benefit obligation,
change in plan assets and amounts recognized in the Consolidated Financial
Statements (U.S. dollars in thousands):

                                                        2001      2000
                                                      --------  --------
                                                          
       Change in benefit obligation:
       Benefit obligation at beginning of year....... $ 19,573  $ 21,154
       Benefit obligation of acquired businesses.....   31,648        --
       Service cost..................................      240        --
       Interest cost.................................    3,033     1,453
       Plan participant contributions................       40        --
       Actuarial loss (gain).........................      754      (522)
       Foreign currency effects......................   (1,576)       --
       Benefits paid.................................   (1,393)   (2,512)
                                                      --------  --------
       Benefit obligation at end of year............. $ 52,319  $ 19,573
                                                      ========  ========
       Change in plan assets:
       Fair value of plan assets at beginning of year $     --  $     --
       Employer contributions........................    1,393     2,512
       Benefits paid.................................   (1,393)   (2,512)
                                                      --------  --------
       Fair value of plan assets at end of year...... $     --  $     --
                                                      ========  ========
       Funded status................................. $(52,319) $(19,573)
       Unrecognized net actuarial loss (gain)........    2,291      (522)
                                                      --------  --------
       Net amount recognized......................... $(50,028) $(20,095)
                                                      ========  ========

   The accumulated postretirement health and life insurance benefit and fair
value of plan assets for the foreign plans were $7.8 million and zero,
respectively, as of October 31, 2001.

   The measurements assume a discount rate of 7.00% in the United States and
11.50% in South Africa. The health care cost trend rates on gross eligible
charges are as follows:

                                              Medical
                                              -------
                                           
                          Current trend rate.  9.00%
                          Ultimate trend rate  5.00%

   A one-percentage point change in assumed health care cost trend rates would
have the following effects (U.S. dollars in thousands):

                                                        1-Percentage-  1-Percentage-
                                                        Point Increase Point Decrease
                                                        -------------- --------------
                                                                 
Effect on total of service and interest cost components     $  189        $  (150)
Effect on postretirement benefit obligation............     $2,747        $(2,232)

                                     F-25

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

NOTE 13--CONTINGENT LIABILITIES

   Various lawsuits, claims and proceedings have been or may be instituted or
asserted against the Company, including those pertaining to environmental,
product liability, safety and health matters. While the amounts claimed may be
substantial, the ultimate liability cannot now be determined because of
considerable uncertainties that exist. Therefore, it is possible that results
of operations or liquidity in a particular period could be materially affected
by certain contingencies.

   At October 31, 2001 and 2000, the Company had recorded liabilities of $7.1
million and $1.5 million, respectively, for estimated environmental remediation
costs based upon an evaluation of currently available facts with respect to
each individual site, including the results of environmental studies and
testing, and considering existing technology, presently enacted laws and
regulations, and prior experience in remediation of contaminated sites. The
recorded liabilities are included in other long-term liabilities. Actual costs
to be incurred in future periods at identified sites may vary from the
estimates, given the inherent uncertainties in evaluating environmental
exposures. Future information and developments will require the Company to
continually reassess the expected impact of these environmental matters.

   Based upon the facts currently available, management believes that the
disposition of matters that are pending or asserted will not have a material
adverse affect on the consolidated financial position of the Company.

NOTE 14--BUSINESS SEGMENT INFORMATION

   The Company operates in three business segments: Industrial Shipping
Containers; Containerboard & Corrugated Products; and Timber.

   Operations in the Industrial Shipping Containers segment involve the
production and sale of shipping containers. These products are manufactured and
sold in over 40 countries throughout the world.

   Operations in the Containerboard & Corrugated Products segment involve the
production and sale of containerboard, both virgin and recycled, and related
corrugated sheets, corrugated containers and multiwall bags. The products are
manufactured and sold in North America.

   Operations in the Timber segment involve the management and sale of timber
on approximately 275,000 acres of timberland in the states of Alabama,
Arkansas, Florida, Georgia, Louisiana, Mississippi and Virginia.

   The Company's reportable segments are strategic business units that offer
different products. The Company evaluates performance and allocates resources
based on earnings before interest, income taxes, depreciation, depletion,
amortization, minority interest in income of consolidated subsidiaries and
equity in earnings of affiliates ("EBITDA"). The accounting policies of the
reportable segments are the same as those described in the "Description of
Business and Summary of Significant Accounting Policies" note except that the
Company accounts for inventory on a first-in, first-out basis at the segment
level compared to a last-in, first-out basis at the consolidated level in the
United States.

   Corporate and other includes the costs associated with the Company's
corporate headquarters, the Company's long-term debt (see Note 6) and other
non-segment items. The segment EBITDA amounts have been adjusted from the
amounts previously disclosed in the footnote to the audited financial
statements included in the Company's Annual Report on Form 10-K for the year
ended October 31, 2001 and the Company's 2001 Annual Report to Shareholders to
reflect the allocation of corporate costs consistent with a new allocation
basis adopted by the Company in 2002.

                                     F-26

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The following segment information is presented for the three years ended
October 31, 2001, except as to asset information that is as of October 31,
2001, 2000 and 1999 (U.S. dollars in thousands):

                                                                           2001       2000      1999
                                                                        ----------  --------  --------
                                                                                     
Net sales:
Industrial Shipping Containers......................................... $1,038,948  $490,909  $477,370
Containerboard & Corrugated Products...................................    379,302   428,369   351,936
Timber.................................................................     37,750    44,678    24,132
                                                                        ----------  --------  --------
   Total............................................................... $1,456,000  $963,956  $853,438
                                                                        ==========  ========  ========
EBITDA:
Industrial Shipping Containers......................................... $   88,473  $ 46,248  $ 53,684
Containerboard & Corrugated Products...................................     82,370    80,499    51,576
Timber.................................................................    111,529    46,717    25,286
                                                                        ----------  --------  --------
   Total segment.......................................................    282,372   173,464   130,546
Restructuring costs....................................................    (11,534)       --        --
Corporate and other....................................................    (15,948)  (15,946)   (7,845)
                                                                        ----------  --------  --------
   Total EBITDA........................................................    254,890   157,518   122,701
Depreciation, depletion and amortization...............................    (81,507)  (45,222)  (42,360)
Interest expense, net..................................................    (45,149)  (11,842)  (12,983)
Foreign currency effects...............................................       (228)       --        --
                                                                        ----------  --------  --------
Income before income taxes, minority interest in income of consolidated
  subsidiaries and equity in earnings of affiliates.................... $  128,006  $100,454  $ 67,358
                                                                        ==========  ========  ========
   Total assets:
Industrial Shipping Containers......................................... $1,146,942  $397,741  $415,034
Containerboard & Corrugated Products...................................    345,155   350,791   354,271
Timber.................................................................    104,105    29,472    16,712
                                                                        ----------  --------  --------
   Total segment.......................................................  1,596,202   778,004   786,017
Corporate and other....................................................    174,986   161,327   124,969
                                                                        ----------  --------  --------
   Total............................................................... $1,771,188  $939,331  $910,986
                                                                        ==========  ========  ========
Depreciation, depletion and amortization expense:
Industrial Shipping Containers......................................... $   48,849  $ 20,394  $ 20,660
Containerboard & Corrugated Products...................................     21,766    20,457    19,335
Timber.................................................................      4,897       771       277
                                                                        ----------  --------  --------
   Total segment.......................................................     75,512    41,622    40,272
Corporate and other....................................................      5,995     3,600     2,088
                                                                        ----------  --------  --------
   Total............................................................... $   81,507  $ 45,222  $ 42,360
                                                                        ==========  ========  ========
Additions to long-lived assets:
Industrial Shipping Containers......................................... $   17,621  $ 21,442  $ 12,248
Containerboard & Corrugated Products...................................     14,152    33,464    27,608
Timber.................................................................     91,228    10,222     1,285
                                                                        ----------  --------  --------
   Total segment.......................................................    123,001    65,128    41,141
Corporate and other....................................................      9,216    13,705     8,112
                                                                        ----------  --------  --------
   Total............................................................... $  132,217  $ 78,833  $ 49,253
                                                                        ==========  ========  ========

                                     F-27

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The following table presents net sales to external customers by geographic
region (U.S. dollars in thousands):

                                 For the years ended October 31,
                                 -------------------------------
                                    2001       2000      1999
                                 ----------  --------  --------
                                              
                   North America $1,009,789  $963,956  $853,438
                   Europe.......    289,527        --        --
                   Other........    156,684        --        --
                                 ----------  --------  --------
                                 $1,456,000  $963,956  $853,438
                                 ==========  ========  ========

   The following table presents total assets by geographic region (U.S. dollars
in thousands):

                                      As of October 31,
                                 ----------------------------
                                    2001      2000     1999
                                 ---------- -------- --------
                                            
                   North America $1,263,260 $939,331 $910,986
                   Europe.......    322,702       --       --
                   Other........    185,226       --       --
                                 ---------- -------- --------
                                 $1,771,188 $939,331 $910,986
                                 ========== ======== ========

   In 2001, the Company reclassified shipping and handling costs from net sales
to cost of products sold in accordance with EITF No. 00-10, "Accounting for
Shipping and Handling Fees and Costs." As a result, net sales, as reported
above, differ from the amounts previously disclosed in the Company's Quarterly
Reports on Form 10-Q.

                                     F-28

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

NOTE 15--QUARTERLY FINANCIAL DATA (UNAUDITED)

   The quarterly results of operations for 2001 and 2000 are shown below (U.S.
dollars in thousands, except per share amounts):

                                                                                         Quarter ended,
                                                                         -----------------------------------------------
                                                                          Jan. 31,    Apr. 30,    July 31,    Oct. 31,
                                                                            2001        2001        2001        2001
                                                                         ----------- ----------- ----------- -----------
                                                                                                 
Net sales............................................................... $   218,854 $   356,628 $   435,765 $   444,753
Gross profit............................................................ $    50,372 $    66,971 $    91,241 $    94,800
Net income.............................................................. $    38,575 $    22,958 $    12,913 $    14,328
Earnings per share:
   Basic:
   Class A Common Stock................................................. $      1.37 $      0.81 $      0.46 $      0.51
   Class B Common Stock................................................. $      2.04 $      1.22 $      0.68 $      0.76
   Diluted:
   Class A Common Stock................................................. $      1.36 $      0.81 $      0.46 $      0.51
   Class B Common Stock................................................. $      2.04 $      1.22 $      0.68 $      0.76
Earnings per share were calculated using the following number of shares:
   Basic:
   Class A Common Stock.................................................  10,523,196  10,523,196  10,523,788  10,523,723
   Class B Common Stock.................................................  11,846,778  11,842,859  11,842,859  11,838,128
   Diluted:
   Class A Common Stock.................................................  10,552,723  10,547,231  10,563,081  10,545,847
   Class B Common Stock.................................................  11,846,778  11,842,859  11,842,859  11,838,128
Market price (Class A Common Stock):
   High................................................................. $     32.31 $     31.75 $     34.49 $     33.00
   Low.................................................................. $     23.00 $     25.56 $     27.35 $     21.80
   Close................................................................ $     25.69 $     28.92 $     32.50 $     24.80
Market price (Class B Common Stock):
   High................................................................. $     30.00 $     29.75 $     30.74 $     32.01
   Low.................................................................. $     23.63 $     25.00 $     26.50 $     24.00
   Close................................................................ $     25.50 $     26.79 $     30.74 $     25.00

                                                                                         Quarter ended,
                                                                         -----------------------------------------------
                                                                          Jan. 31,    Apr. 30,    July 31,    Oct. 31,
                                                                            2000        2000        2000        2000
                                                                         ----------- ----------- ----------- -----------
                                                                                                 
Net sales............................................................... $   238,613 $   233,837 $   243,856 $   247,650
Gross profit............................................................ $    59,756 $    48,255 $    57,130 $    61,329
Net income.............................................................. $    23,017 $    13,961 $    18,829 $    19,987
Earnings per share:
   Basic:
   Class A Common Stock................................................. $      0.81 $      0.49 $      0.67 $      0.71
   Class B Common Stock................................................. $      1.21 $      0.74 $      1.00 $      1.06
   Diluted:
   Class A Common Stock................................................. $      0.81 $      0.49 $      0.66 $      0.70
   Class B Common Stock................................................. $      1.21 $      0.74 $      1.00 $      1.06
Earnings per share were calculated using the following number of shares:
   Basic:
   Class A Common Stock.................................................  10,624,749  10,560,600  10,523,196  10,523,196
   Class B Common Stock.................................................  11,868,046  11,847,644  11,847,359  11,847,359
   Diluted:
   Class A Common Stock.................................................  10,655,985  10,609,258  10,558,690  10,569,713
   Class B Common Stock.................................................  11,868,046  11,847,644  11,847,359  11,847,359
Market price (Class A Common Stock):
   High................................................................. $     30.56 $     33.00 $     33.00 $     33.50
   Low.................................................................. $     25.75 $     27.50 $     25.00 $     25.00
   Close................................................................ $     27.94 $     33.00 $     25.38 $     32.00
Market price (Class B Common Stock):
   High................................................................. $     33.00 $     32.25 $     32.75 $     31.75
   Low.................................................................. $     28.13 $     27.88 $     26.13 $     27.13
   Close................................................................ $     28.38 $     31.38 $     26.13 $     30.00

                                     F-29

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   In 2001, the Company reclassified shipping and handling costs from net sales
to cost of products sold in accordance with EITF No. 00-10, "Accounting for
shipping and Handling Fees and Costs." As a result, net sales, as reported
above, differ from the amounts previously disclosed in the Company's Quarterly
Reports on Form 10-Q.

   The Class A and Class B Common Stock are traded on the NASDAQ Stock Market.

   As of December 12, 2001, there were 565 shareholders of record of the Class
A Common Stock and 156 shareholders of record of the Class B Common Stock.

NOTE 16--SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

   On July 31, 2002, the Company issued $250 million of senior subordinated
notes which mature in 2012. The senior subordinated notes are guaranteed by
each of the Company's existing and future domestic subsidiaries (Guarantor
Subsidiaries). The Company's foreign subsidiaries do not guarantee the senior
subordinated notes (Non-Guarantor Subsidiaries).

   Presented below are summarized condensed consolidating financial statements
of the Parent (which includes certain of the Company's operating units), the
Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and the Company on a
consolidated basis as of October 31, 2001 and 2000, and for each of the three
years ended October 31, 2001, 2000 and 1999.

   These summarized condensed consolidated financial statements are prepared on
the equity method. Separate financial statements for the Guarantor Subsidiaries
are not presented based on management's determination that they do not provide
additional information that is material to investors. Therefore, the Guarantor
Subsidiaries are combined in the presentation below.

                                     F-30

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                     Condensed Consolidating Balance Sheet
                               October 31, 2001

                                                                     Non-
                                                     Guarantor    Guarantor
                                           Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                         ---------- ------------ ------------ ------------ ------------
                                                                            
ASSETS
CURRENT ASSETS
   Cash and cash equivalents............ $    1,632   $ (6,516)    $ 34,604   $        --   $   29,720
   Trade accounts receivable............     22,591    119,660      140,731            --      282,982
   Inventories..........................     21,014     20,230       82,119            --      123,363
   Other current assets.................     26,402     12,347       29,382            --       68,131
                                         ----------   --------     --------   -----------   ----------
                                             71,639    145,721      286,836            --      504,196
                                         ----------   --------     --------   -----------   ----------
LONG-TERM ASSETS
   Goodwill and other intangible assets.    116,999     23,775      129,028            --      269,802
   Investment in affiliates.............    958,552    511,893        1,545    (1,327,919)     144,071
   Other long-term assets...............     41,692         --       20,488       (17,898)      44,282
                                         ----------   --------     --------   -----------   ----------
                                          1,117,243    535,668      151,061    (1,345,817)     458,155
                                         ----------   --------     --------   -----------   ----------
PROPERTIES, PLANTS AND
  EQUIPMENT, NET........................    270,759    268,865      269,213            --      808,837
                                         ----------   --------     --------   -----------   ----------
                                         $1,459,641   $950,254     $707,110   $(1,345,817)  $1,771,188
                                         ==========   ========     ========   ===========   ==========
LIABILITIES & SHAREHOLDERS'
  EQUITY
CURRENT LIABILITIES
   Accounts payable..................... $   21,824   $ 23,667     $ 71,626   $        --   $  117,117
   Short-term borrowings................         --         --       16,533            --       16,533
   Current portion of long-term debt....     43,140         --           --            --       43,140
   Other current liabilities............     10,943     34,154       71,632            --      116,729
                                         ----------   --------     --------   -----------   ----------
                                             75,907     57,821      159,791            --      293,519
                                         ----------   --------     --------   -----------   ----------
LONG-TERM LIABILITIES
   Long-term debt.......................    653,166         --        1,208            --      654,374
   Other long-term liabilities..........    144,222     49,062       61,003       (17,898)     236,389
                                         ----------   --------     --------   -----------   ----------
                                            797,388     49,062       62,211       (17,898)     890,763
                                         ----------   --------     --------   -----------   ----------
MINORITY INTEREST.......................         --         --          560            --          560
                                         ----------   --------     --------   -----------   ----------
SHAREHOLDERS' EQUITY....................    586,346    843,371      484,548    (1,327,919)     586,346
                                         ----------   --------     --------   -----------   ----------
                                         $1,459,641   $950,254     $707,110   $(1,345,817)  $1,771,188
                                         ==========   ========     ========   ===========   ==========

                                     F-31

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                     Condensed Consolidating Balance Sheet
                               October 31, 2000

                                                                   Non-
                                                   Guarantor    Guarantor
                                          Parent  Subsidiaries Subsidiaries Eliminations Consolidated
                                         -------- ------------ ------------ ------------ ------------
                                                                          
ASSETS
CURRENT ASSETS
   Cash and cash equivalents............ $  2,956   $  3,669     $ 6,763      $     --     $ 13,388
   Trade accounts receivable............   18,932     95,514       5,199            --      119,645
   Inventories..........................   32,127      4,622       5,992            --       42,741
   Other current assets.................   34,081      3,211          77            --       37,369
                                         --------   --------     -------      --------     --------
                                           88,096    107,016      18,031            --      213,143
                                         --------   --------     -------      --------     --------
LONG-TERM ASSETS
   Goodwill and other intangible assets.  123,169     12,590       2,341            --      138,100
   Investment in affiliates.............  149,355         --       1,574       (14,555)     136,374
   Other long-term assets...............      609     15,126         317            --       16,052
                                         --------   --------     -------      --------     --------
                                          273,133     27,716       4,232       (14,555)     290,526
                                         --------   --------     -------      --------     --------
PROPERTIES, PLANTS AND EQUIPMENT,
  NET...................................  291,933    133,291      10,438            --      435,662
                                         --------   --------     -------      --------     --------
                                         $653,162   $268,023     $32,701      $(14,555)    $939,331
                                         ========   ========     =======      ========     ========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable..................... $ 16,306   $ 24,657     $ 1,892      $     --     $ 42,855
   Other current liabilities............    3,122     15,809       3,161            --       22,092
                                         --------   --------     -------      --------     --------
                                           19,428     40,466       5,053            --       64,947
                                         --------   --------     -------      --------     --------
LONG-TERM LIABILITIES
   Long-term debt.......................       --    235,000          --            --      235,000
   Other long-term liabilities..........   91,220      5,422         228            --       96,870
                                         --------   --------     -------      --------     --------
                                           91,220    240,422         228            --      331,870
                                         --------   --------     -------      --------     --------
SHAREHOLDERS' EQUITY....................  542,514    (12,865)     27,420       (14,555)     542,514
                                         --------   --------     -------      --------     --------
                                         $653,162   $268,023     $32,701      $(14,555)    $939,331
                                         ========   ========     =======      ========     ========

                                     F-32

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                Condensed Consolidating Statement of Operations
                      For the year ended October 31, 2001

                                                                                        Non-
                                                                        Guarantor    Guarantor
                                                              Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                                             --------  ------------ ------------ ------------ ------------
                                                                                               
Net sales................................................... $760,376    $285,221     $553,870    $(143,467)   $1,456,000
Gain on sale of timberland..................................       --      79,019          644           --        79,663
Other income (expense), net (1).............................  (44,734)     52,265       (1,173)          --         6,358
                                                             --------    --------     --------    ---------    ----------
                                                              715,642     416,505      553,341     (143,467)    1,542,021
                                                             --------    --------     --------    ---------    ----------
Cost of products sold.......................................  612,395     221,927      461,761     (143,467)    1,152,616
Selling, general and administrative expenses................  106,482      37,316       60,918           --       204,716
Restructuring costs.........................................   11,534          --           --           --        11,534
Interest expense (income), net..............................   23,793        (280)      21,636           --        45,149
                                                             --------    --------     --------    ---------    ----------
                                                              754,204     258,963      544,315     (143,467)    1,414,015
                                                             --------    --------     --------    ---------    ----------
   Income (loss) before income taxes, minority interest in
    income of consolidated subsidiaries and equity in
    earnings of affiliates..................................  (38,562)    157,542        9,026           --       128,006
Income taxes................................................  (14,615)     59,708        3,421           --        48,514
                                                             --------    --------     --------    ---------    ----------
   Income (loss) before minority interest in income of
    consolidated subsidiaries and equity in earnings of
    affiliates..............................................  (23,947)     97,834        5,605           --        79,492
Minority interest in income of consolidated subsidiaries....       --          --         (594)          --          (594)
Equity in earnings of affiliates............................  112,721          --          131     (102,976)        9,876
                                                             --------    --------     --------    ---------    ----------
Net income (loss)........................................... $ 88,774    $ 97,834     $  5,142    $(102,976)   $   88,774
                                                             ========    ========     ========    =========    ==========

- --------
(1) Parent column other expense amount and a related amount of other income in
    the Guarantor Subsidiaries column, primarily relate to an intercompany
    royalty arrangement.

                Condensed Consolidating Statement of Operations
                      For the year ended October 31, 2000

                                                                                          Non-
                                                                          Guarantor    Guarantor
                                                                Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                                               --------  ------------ ------------ ------------ ------------
                                                                                                 
Net sales..................................................... $840,546    $160,438     $49,071      $(86,099)    $963,956
Gain on sale of timberland....................................       --       8,773         482            --        9,255
Other income (expense), net (1)...............................  (48,549)     53,460         (39)           --        4,872
                                                               --------    --------     -------      --------     --------
                                                                791,997     222,671      49,514       (86,099)     978,083
                                                               --------    --------     -------      --------     --------
Cost of products sold.........................................  669,146     114,592      39,847       (86,099)     737,486
Selling, general and administrative expenses..................  104,662      18,665       4,974            --      128,301
Interest expense (income), net................................   (1,167)     14,115      (1,106)           --       11,842
                                                               --------    --------     -------      --------     --------
                                                                772,641     147,372      43,715       (86,099)     877,629
                                                               --------    --------     -------      --------     --------
   Income before income taxes, minority interest in income
    of consolidated subsidiaries and equity in earnings of
    affiliates................................................   19,356      75,299       5,799            --      100,454
Income taxes..................................................    7,331      28,501       2,195            --       38,027
                                                               --------    --------     -------      --------     --------
   Income before minority interest in income of consolidated
    subsidiaries and equity in earnings of affiliates.........   12,025      46,798       3,604            --       62,427
Minority interest in income of consolidated subsidiaries......       --          --          --            --           --
Equity in earnings of affiliates..............................   63,769          --         119       (50,521)      13,367
                                                               --------    --------     -------      --------     --------
   Net income (loss).......................................... $ 75,794    $ 46,798     $ 3,723      $(50,521)    $ 75,794
                                                               ========    ========     =======      ========     ========

- --------
(1) Parent column other expense amount and a related amount of other income in
    the Guarantor Subsidiaries column, primarily relate to an intercompany
    royalty arrangement.

                                     F-33

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                Condensed Consolidating Statement of Operations
                      For the year ended October 31, 1999

                                                                            Non-
                                                            Guarantor    Guarantor
                                                  Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                                 --------  ------------ ------------ ------------ ------------
                                                                                   
Net sales....................................... $768,857    $122,632     $44,262      $(82,313)    $853,438
Gain on sale of timberland......................       --       4,193         348            --        4,541
Other income (expense), net.....................   (3,762)     14,221         (18)           --       10,441
                                                 --------    --------     -------      --------     --------
                                                  765,095     141,046      44,592       (82,313)     868,420
                                                 --------    --------     -------      --------     --------
Cost of products sold...........................  628,897      92,248      36,252       (82,313)     675,084
Selling, general and administrative expenses....   74,862      33,946       4,187            --      112,995
Interest expense (income), net..................     (370)     14,401      (1,048)           --       12,983
                                                 --------    --------     -------      --------     --------
                                                  703,389     140,595      39,391       (82,313)     801,062
                                                 --------    --------     -------      --------     --------
   Income before income taxes, minority
     interest in income of consolidated
     subsidiaries and equity in earnings of
     affiliates.................................   61,706         451       5,201            --       67,358
Income taxes....................................   24,496         179       2,065            --       26,740
                                                 --------    --------     -------      --------     --------
   Income before minority interest in income
     of consolidated subsidiaries and equity in
     earnings of affiliates.....................   37,210         272       3,136            --       40,618
Minority interest in income of consolidated
  subsidiaries..................................       --          --          --            --           --
Equity in earnings of affiliates................   14,163          --         132        (3,540)      10,755
                                                 --------    --------     -------      --------     --------
   Net income (loss)............................ $ 51,373    $    272     $ 3,268      $ (3,540)    $ 51,373
                                                 ========    ========     =======      ========     ========

                                     F-34

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                Condensed Consolidating Statement of Cash Flows
                      For the year ended October 31, 2001

                                                                            Non-
                                                            Guarantor    Guarantor
                                                  Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                                ---------  ------------ ------------ ------------ ------------
                                                                                   
Cash flows from operating activities:
   Net cash provided by operating
     activities................................ $  67,089   $    (581)    $32,357        $--       $  98,865
                                                ---------   ---------     -------        ---       ---------
Cash flows from investing activities:
   Acquisitions of businesses, net of cash
     acquired..................................  (571,829)    257,678       1,259         --        (312,892)
   Purchase of properties, plants and
     equipment.................................   (15,893)   (115,159)     (1,165)        --        (132,217)
   Proceeds on disposals of properties, plants
     and equipment.............................     9,526      82,877          --         --          92,403
                                                ---------   ---------     -------        ---       ---------
   Net cash (used in) provided by investing
     activities................................  (578,196)    225,396          94         --        (352,706)
                                                ---------   ---------     -------        ---       ---------
Cash flows from financing activities:
   Proceeds from issuance of long-term
     debt......................................   760,000          --          --         --         760,000
   Payments on long-term debt..................  (234,204)   (235,000)      4,662         --        (464,542)
   Payments on short-term borrowings...........        --          --      (7,062)        --          (7,062)
   Dividends paid..............................   (15,158)         --          --         --         (15,158)
   Other, net..................................      (855)         --          --         --            (855)
                                                ---------   ---------     -------        ---       ---------
   Net cash provided by (used in) financing
     activities................................   509,783    (235,000)     (2,400)        --         272,383
                                                ---------   ---------     -------        ---       ---------
Effect of exchange rate changes on cash........        --          --      (2,210)        --          (2,210)
                                                ---------   ---------     -------        ---       ---------
Net increase (decrease) in cash and cash
  equivalents..................................    (1,324)    (10,185)     27,841         --          16,332
Cash and cash equivalents at beginning of
  year.........................................     2,956       3,669       6,763         --          13,388
                                                ---------   ---------     -------        ---       ---------
Cash and cash equivalents at end of year....... $   1,632   $  (6,516)    $34,604        $--       $  29,720
                                                =========   =========     =======        ===       =========

                                     F-35

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                Condensed Consolidating Statement of Cash Flows
                      For the year ended October 31, 2000

                                                           Guarantor   Non-Guarantor
                                                 Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                                                --------  ------------ ------------- ------------ ------------
                                                                                   
Cash flows from operating activities:
   Net cash provided by operating
     activities................................ $ 38,465    $ 73,041      $ 5,723        $--        $117,229
                                                --------    --------      -------        ---        --------
Cash flows from investing activities:
   Disposals of investments in government
     securities................................       --          --        5,314         --           5,314
   Purchases of properties, plants and
     equipment.................................  (22,538)    (47,270)      (9,025)        --         (78,833)
   Proceeds on disposals of properties, plants
     and equipment.............................    4,632          35            5         --           4,672
                                                --------    --------      -------        ---        --------
   Net cash used in investing activities.......  (17,906)    (47,235)      (3,706)        --         (68,847)
                                                --------    --------      -------        ---        --------
Cash flows from financing activities:
   Payments on long-term debt..................       --     (23,000)          --         --         (23,000)
   Dividends paid..............................  (14,619)         --           --         --         (14,619)
   Other, net..................................   (4,778)         --           --         --          (4,778)
                                                --------    --------      -------        ---        --------
   Net cash used in financing activities.......  (19,397)    (23,000)          --         --         (42,397)
                                                --------    --------      -------        ---        --------
Effect of exchange rate changes on cash........       --          --       (1,532)        --          (1,532)
                                                --------    --------      -------        ---        --------
Net increase in cash and cash equivalents......    1,162       2,806          485         --           4,453
Cash and cash equivalents at beginning of
  year.........................................    1,794         863        6,278         --           8,935
                                                --------    --------      -------        ---        --------
Cash and cash equivalents at end of year....... $  2,956    $  3,669      $ 6,763        $--        $ 13,388
                                                ========    ========      =======        ===        ========

                                     F-36

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                Condensed Consolidating Statement of Cash Flows
                      For the year ended October 31, 1999

                                                            Guarantor   Non-Guarantor
                                                  Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                                                ---------  ------------ ------------- ------------ ------------
                                                                                    
Cash flows from operating activities:
   Net cash provided by (used in) operating
     activities................................ $ 112,447    $(40,251)     $  (430)       $--       $  71,766
                                                ---------    --------      -------        ---       ---------
Cash flows from investing activities:
   Acquisitions of other companies, net of
     cash......................................   (79,626)      7,734       (2,341)        --         (74,233)
   Sales of investments in gov't securities....        --          --        1,340         --           1,340
   Purchases of properties, plants and
     equipment.................................   (28,059)    (19,507)      (1,687)        --         (49,253)
   Proceeds on disposals of properties, plants
     and equipment.............................        --      18,874           --         --          18,874
                                                ---------    --------      -------        ---       ---------
   Net cash (used in) provided by investing
     activities................................  (107,685)      7,101       (2,688)        --        (103,272)
                                                ---------    --------      -------        ---       ---------
Cash flows from financing activities:
   Proceeds from issuance of long-term
     debt......................................        --      54,500           --         --          54,500
   Payments on long-term debt..................        --     (31,500)          --         --         (31,500)
   Payments on short-term borrowings...........        --          --           --         --              --
   Dividends paid..............................   (14,315)         --           --         --         (14,315)
   Other, net..................................   (10,811)         --           --         --         (10,811)
                                                ---------    --------      -------        ---       ---------
   Net cash (used in) provided by financing
     activities................................   (25,126)     23,000           --         --          (2,126)
                                                ---------    --------      -------        ---       ---------
Effect of exchange rate changes on cash........        --          --        1,238         --           1,238
                                                ---------    --------      -------        ---       ---------
Net decrease in cash and cash equivalents......   (20,364)    (10,150)      (1,880)        --         (32,394)
Cash and cash equivalents at beginning of
  year.........................................    22,158      11,013        8,158         --          41,329
                                                ---------    --------      -------        ---       ---------
Cash and cash equivalents at end of year....... $   1,794    $    863      $ 6,278        $--       $   8,935
                                                =========    ========      =======        ===       =========

                                     F-37

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                   CONSOLIDATED INTERIM STATEMENTS OF INCOME
                                  (UNAUDITED)
             (U.S. dollars in thousands, except per share amounts)

                                                                                     Nine months ended July 31,
                                                                                     -------------------------
                                                                                        2002          2001
                                                                                      ----------   ----------
                                                                                             
Net sales........................................................................... $1,197,251    $1,011,247
Gain on sale of timberland..........................................................      9,677        78,674
Other income, net...................................................................      4,696         4,288
                                                                                      ----------   ----------
                                                                                      1,211,624     1,094,209
                                                                                      ----------   ----------
Cost of products sold...............................................................    957,465       802,663
Selling, general and administrative expenses........................................    187,774       141,695
Restructuring charge................................................................         --        11,534
Debt extinguishment charge..........................................................      4,390            --
Interest expense, net...............................................................     40,949        29,265
                                                                                      ----------   ----------
                                                                                      1,190,578       985,157
                                                                                      ----------   ----------
Income before income taxes, minority interest in income of consolidated subsidiaries
  and equity in earnings of affiliates..............................................     21,046       109,052
Income taxes........................................................................      7,577        41,331
                                                                                      ----------   ----------
Income before minority interest in income of consolidated subsidiaries and equity in
  earnings of affiliates............................................................     13,469        67,721
Minority interest in income of consolidated subsidiaries............................       (622)         (358)
Equity in earnings of affiliates....................................................      5,826         7,083
                                                                                      ----------   ----------
Net income.......................................................................... $   18,673    $   74,446
                                                                                      ==========   ==========
Basic earnings per share:
   Class A Common Stock............................................................. $     0.67    $     2.64
   Class B Common Stock............................................................. $     0.99    $     3.94
Diluted earnings per share:
   Class A Common Stock............................................................. $     0.66    $     2.63
   Class B Common Stock............................................................. $     0.99    $     3.94

     See accompanying Notes to Interim Consolidated Financial Statements.

                                     F-38

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                      CONSOLIDATED INTERIM BALANCE SHEETS
                          (U.S. dollars in thousands)

                                                                            July 31,   October 31,
                                                                              2002        2001
                                                                           ----------- -----------
                                                                           (Unaudited)
                                                                                 
ASSETS
CURRENT ASSETS
   Cash and cash equivalents.............................................. $   21,164  $   29,720
   Trade accounts receivable--less allowance of $11,681 ($10,596 in 2001).    268,805     282,982
   Inventories............................................................    133,489     123,363
   Net assets held for sale...............................................     14,369      12,530
   Deferred tax asset.....................................................      9,648       9,697
   Prepaid expenses and other.............................................     37,726      45,904
                                                                           ----------  ----------
                                                                              485,201     504,196
                                                                           ----------  ----------
LONG-TERM ASSETS
   Goodwill--less amortization............................................    235,653     236,623
   Other intangible assets................................................     30,012      33,179
   Investment in affiliates...............................................    146,555     144,071
   Other long-term assets.................................................     45,146      44,282
                                                                           ----------  ----------
                                                                              457,366     458,155
                                                                           ----------  ----------
PROPERTIES, PLANTS AND EQUIPMENT--at cost
   Timber properties--less depletion......................................     78,698      74,851
   Land...................................................................     83,072      81,048
   Buildings..............................................................    233,753     235,980
   Machinery and equipment................................................    721,505     689,637
   Capital projects in progress...........................................     41,375      43,200
                                                                           ----------  ----------
                                                                            1,158,403   1,124,716
   Accumulated depreciation...............................................   (374,763)   (315,879)
                                                                           ----------  ----------
                                                                              783,640     808,837
                                                                           ----------  ----------
                                                                           $1,726,207  $1,771,188
                                                                           ==========  ==========

     See accompanying Notes to Interim Consolidated Financial Statements.

                                     F-39

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                      CONSOLIDATED INTERIM BALANCE SHEETS
                          (U.S. dollars in thousands)

                                                   July 31,   October 31,
                                                     2002        2001
                                                  ----------- -----------
                                                  (Unaudited)
                                                        
       LIABILITIES AND SHAREHOLDERS' EQUITY
       CURRENT LIABILITIES
          Accounts payable....................... $  137,078  $  117,117
          Accrued payrolls and employee benefits.     35,308      27,604
          Restructuring reserves.................      4,006      15,109
          Short-term borrowings..................     24,636      16,533
          Current portion of long-term debt......     17,890      43,140
          Other current liabilities..............     72,517      74,016
                                                  ----------  ----------
                                                     291,435     293,519
                                                  ----------  ----------
       LONG-TERM LIABILITIES
          Long-term debt.........................    630,362     654,374
          Deferred tax liability.................    119,597     124,346
          Postretirement benefit liability.......     47,675      50,028
          Other long-term liabilities............     53,760      62,015
                                                  ----------  ----------
                                                     851,394     890,763
                                                  ----------  ----------
       MINORITY INTEREST.........................      1,167         560
                                                  ----------  ----------

       SHAREHOLDERS' EQUITY
          Common stock, without par value........     11,974      10,446
          Treasury stock, at cost................    (60,298)    (58,812)
          Retained earnings......................    678,853     671,917
          Accumulated other comprehensive loss
              foreign currency translation.......    (34,009)    (21,378)
              interest rate swaps................    (11,469)    (13,071)
              minimum pension liability..........     (2,840)     (2,756)
                                                  ----------  ----------
                                                     582,211     586,346
                                                  ----------  ----------
                                                  $1,726,207  $1,771,188
                                                  ==========  ==========

     See accompanying Notes to Interim Consolidated Financial Statements.

                                     F-40

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                 CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                          (U.S. dollars in thousands)

                                                                                  Nine months ended July 31,
                                                                                  -------------------------
                                                                                     2002          2001
                                                                                   ---------     ---------
                                                                                          
Cash flows from operating activities:
   Net income.................................................................... $  18,673     $  74,446
Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation, depletion and amortization......................................    74,896        57,462
   Equity in earnings of affiliates, net of dividends received...................    (3,529)       (4,214)
   Minority interest in income of consolidated subsidiaries......................       622           358
   Deferred income taxes.........................................................    (3,090)       23,671
   Gain on disposals of properties, plants and equipment.........................   (13,097)      (80,906)
   Other, net....................................................................   (17,682)      (33,484)
   Changes in current assets and liabilities.....................................    27,292        50,059
                                                                                   ---------     ---------
   Net cash provided by operating activities.....................................    84,085        87,392
                                                                                   ---------     ---------
Cash flows from investing activities:
   Acquisition of business, net of cash..........................................        --      (314,763)
   Purchases of properties, plants and equipment.................................   (38,805)     (124,435)
   Proceeds on disposals of properties, plants and equipment.....................    18,498        85,684
                                                                                   ---------     ---------
   Net cash used in investing activities.........................................   (20,307)     (353,514)
                                                                                   ---------     ---------
Cash flows from financing activities:
   Proceeds from long-term debt..................................................   242,750       760,000
   Payments on long-term debt....................................................  (305,729)     (433,196)
   Payments on short-term borrowings.............................................        --        (4,902)
   Proceeds from short-term borrowings...........................................     7,476            --
   Dividends paid................................................................   (11,740)      (11,197)
   Acquisitions of treasury stock................................................    (1,627)         (117)
   Exercise of stock options.....................................................     1,669            69
                                                                                   ---------     ---------
   Net cash (used in) provided by financing activities...........................   (67,201)      310,657
                                                                                   ---------     ---------
Effects of exchange rates on cash................................................    (5,133)       (1,622)
                                                                                   ---------     ---------
Net (decrease) increase in cash and cash equivalents.............................    (8,556)       42,913
Cash and cash equivalents at beginning of period.................................    29,720        13,388
                                                                                   ---------     ---------
Cash and cash equivalents at end of period....................................... $  21,164     $  56,301
                                                                                   =========     =========

     See accompanying Notes to Interim Consolidated Financial Statements.

                                     F-41

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 July 31, 2002

NOTE 1--BASIS OF PRESENTATION

   The information furnished herein reflects all adjustments which are, in the
opinion of management, necessary for a fair presentation of the consolidated
balance sheets as of July 31, 2002 and October 31, 2001 and the consolidated
statements of income and cash flows for the nine-month periods ended July 31,
2002 and 2001. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make certain estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual amounts
could differ from those estimates.

   These interim financial statements should be read in conjunction with the
consolidated financial statements and notes thereto as of October 31, 2001 and
2000 and for each of the three years in the period ended October 31, 2001 of
Greif Bros. Corporation and its subsidiaries (collectively, the "Company")
included elsewhere herein.

   Certain prior year amounts have been reclassified to conform to the 2002
presentation.

NOTE 2--VAN LEER INDUSTRIAL PACKAGING ACQUISITION

   On March 2, 2001, pursuant to the terms of a Share Purchase Agreement dated
October 27, 2000, as amended on January 5 and February 28, 2001, between the
Company and Huhtamaki Van Leer Oyj, a Finnish corporation ("Huhtamaki"), the
Company acquired all of the issued share capital of Royal Packaging Industries
Van Leer N.V., a Dutch limited liability company, Huhtamaki Holdings do Brasil
Ltda., a Brazilian limited liability company, Van Leer France Holding S.A.S., a
French limited liability company, Van Leer Containers, Inc., a U.S.
corporation, and American Flange & Manufacturing Co., Inc., a U.S. corporation
(collectively, "Van Leer Industrial Packaging"). Van Leer Industrial Packaging
was a worldwide provider of industrial packaging and components, including
steel, fibre and plastic drums, polycarbonate water bottles, intermediate bulk
containers and closure systems, with operations in over 40 countries.

   As consideration for the shares of Van Leer Industrial Packaging, the
Company paid $555.0 million less the amount of Van Leer Industrial Packaging's
debt and certain other obligations ($206.4 million) that were assumed by the
Company as of the closing date. In addition, the Company paid $15.8 million in
legal and professional fees related to the acquisition. The acquisition was
funded by new long-term debt borrowed against a $900 million Senior Secured
Credit Agreement.

   The acquisition of Van Leer Industrial Packaging, included in operating
results from the acquisition date, was accounted for using the purchase method
of accounting and, accordingly, the purchase price was allocated to the assets
purchased and liabilities assumed based upon their fair values at the date of
acquisition. The fair values of the assets acquired and the liabilities assumed
were $636.8 million and $423.3 million, respectively.

Pro Forma Information

   The following pro forma (unaudited) information for the nine months ended
July 31, 2001 assumes the Van Leer Industrial Packaging acquisition had
occurred on November 1, 2000 (U.S. dollars in thousands, except per share
amounts):

                                                   
                Net sales............................ $1,302,502
                Net income........................... $   58,476
                Basic and diluted earnings per share:
                Class A Common Stock................. $     2.07
                Class B Common Stock................. $     3.10

                                     F-42

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

   The above amounts reflect adjustments for interest expense related to the
debt issued for the acquisition, amortization of goodwill and intangible
assets, and depreciation expense on the revalued properties, plants and
equipment. The pro forma amounts do not include anticipated synergies from the
acquisition, nor do they include the anticipated savings associated with the
restructuring plan of Van Leer Industrial Packaging and the Company's locations
existing prior to the acquisition date.

   The pro forma information, as presented above, is not indicative of the
results which would have been obtained had the transaction occurred on November
1, 2000, nor is it indicative of the Company's future results.

NOTE 3--RESTRUCTURING RESERVES

   During the second quarter of 2001, the Company approved a plan to
consolidate some of its locations in order to eliminate duplicate facilities
caused by the Van Leer Industrial Packaging acquisition and improve operating
efficiencies and capabilities. The plan was the result of an in-depth study to
determine whether certain locations, either existing or newly acquired, should
be closed and the sales and manufacturing volume associated with such plants
relocated to a different facility. Six existing Company-owned plastic drum and
steel drum plants were identified to be closed. The plants are located in North
America. In addition, certain redundant administrative functions were
identified to be eliminated. As a result of this plan, during the second
quarter of 2001, the Company recognized a pretax restructuring charge of $11.5
million, consisting of $8.0 million in employee separation costs (approximately
250 employees) and a $3.5 million loss on disposal of equipment and facilities.
The Company has sold or is in the process of selling these six owned
facilities. The Company expects to complete these restructuring activities
during 2002. Subsequent to the recognition of the restructuring charge, the
Company has and will continue to recognize expense related to additional costs
to relocate machinery and equipment and employees upon the closure of these
plants. The amounts charged against this restructuring reserve during the
period ended July 31, 2002 are as follows (U.S. dollars in thousands):

                                      Balance at          Balance at
                                       10/31/01  Activity  7/31/02
                                      ---------- -------- ----------
                                                 
           Cash charges:
           Employee separation costs.   $3,991   $(3,768)    $223
           Cash and non-cash charges:
           Other exit costs..........      312        --      312
                                        ------   -------     ----
                                        $4,303   $(3,768)    $535
                                        ======   =======     ====

   As of July 31, 2002, there were a total of 227 employees that had been
terminated and provided severance benefits under this restructuring plan.

   In addition, in connection with the March 2001 acquisition of Van Leer
Industrial Packaging from Huhtamaki and the consolidation plan, five facilities
purchased as part of the acquisition have been or will be closed. These
facilities are owned by subsidiaries of the Company. The facilities are located
in North America, South America, United Kingdom and Asia Pacific. In addition,
certain redundant administrative functions have been or will be eliminated.
Accordingly, the Company recognized a $19.7 million restructuring liability in
its purchase price allocation related to these locations. This liability was
accounted for under Emerging Issues Task Force ("EITF") No. 95-3, "Recognition
of Liabilities in Connection with a Purchase Business Combination." The
liability consisted of $16.5 million in employee separation costs
(approximately 300 employees) and $3.2 million in other exit costs. The Company
has sold or is in the process of selling these Company-owned facilities.

                                     F-43

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

The amounts charged against this restructuring reserve during the period ended
July 31, 2002 are as follows (U.S. dollars in thousands):

                                      Balance at          Balance at
                                       10/31/01  Activity  7/31/02
                                      ---------- -------- ----------
                                                 
           Cash charges:
           Employee separation costs.  $ 9,518   $(6,836)   $2,682
           Cash and non-cash charges:
           Other exit costs..........    1,288      (499)      789
                                       -------   -------    ------
                                       $10,806   $(7,335)   $3,471
                                       =======   =======    ======

   As of July 31, 2002, there were a total of 210 employees that had been
terminated and provided severance benefits under this restructuring plan.

NOTE 4--TIMBERLAND TRANSACTIONS

  Sale of Timber Properties

   In December 2000, the Company sold certain hardwood timberland for $44.4
million. As such, the Company recognized a gain of $43.0 million during the
first quarter of 2001 related to this transaction. In a related agreement, the
Company sold other hardwood timberland for $30.0 million in March 2001, and
recognized an additional gain of $27.7 million during the second quarter of
2001.

   A total of approximately 65,000 acres of timber properties situated in
Arkansas, Mississippi and Louisiana were sold as a result of these transactions.

  Purchase of Timber Properties

   In December 2000, the Company purchased certain softwood timberland for
$42.8 million. In a related agreement, the Company purchased other softwood
timberland for $43.1 million in March 2001.

   A total of approximately 63,000 acres of timber properties situated in
Louisiana were purchased as a result of these transactions.

NOTE 5--NET ASSETS HELD FOR SALE

   Net assets held for sale represent land, buildings and land improvements
less accumulated depreciation for locations that have been closed, primarily as
a result of the restructuring plans in the Industrial Shipping Containers
segment (see Note 3 Restructuring Reserves). As of July 31, 2002, there were 13
facilities held for sale. The net assets held for sale are being marketed for
sale, and it is the Company's intention to complete the sales within the
upcoming year.

NOTE 6--INVESTMENT IN AFFILIATES

   The Company has investments in CorrChoice, Inc. (63.24%), Socer-Embalagens,
Lda. (25%) and Balmer Lawrie-Van Leer (40.06%) which are accounted for on the
equity method. The Company's investment in Abzac-Greif (49.0%) was sold for
approximately $2.0 million, with a gain of $0.1 million, during the second
quarter of 2002. The Company's share of earnings of these affiliates is
included in income as earned. In the first nine months of 2002, the Company
received dividends from affiliates of $2.3 million.

                                     F-44

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

   The difference between the cost basis of the Company's investment in the
underlying equity of affiliates of $4.5 million at July 31, 2002 is being
amortized over a 15-year period.

   The summarized unaudited financial information below represents the combined
results of the Company's unconsolidated affiliates (U.S. dollars in thousands):

                                      Nine months ended July 31,
                                      --------------------------
                                        2002          2001
                                        --------      --------
                                              
                         Net sales... $167,958      $214,196
                         Gross profit $ 30,944      $ 33,049
                         Net income.. $ 10,769      $ 13,238

NOTE 7--LONG-TERM DEBT

   Long-term debt is summarized as follows (U.S. dollars in thousands):

                                                    July 31,  October 31,
                                                      2002       2001
                                                    --------  -----------
                                                        
       $900 million Senior Secured Credit Agreement $399,507   $696,306
       8 7/8% Senior Subordinated Notes............  247,965         --
       Other debt..................................      780      1,208
                                                    --------   --------
                                                     648,252    697,514
       Less current portion........................  (17,890)   (43,140)
                                                    --------   --------
                                                    $630,362   $654,374
                                                    ========   ========

$900 Million Senior Secured Credit Agreement

   On March 2, 2001, the Company entered into a $900 million Senior Secured
Credit Agreement with a syndicate of lenders. A portion of the proceeds from
the Senior Secured Credit Agreement was used to fund the Van Leer Industrial
Packaging acquisition and to refinance amounts outstanding under the Company's
then existing revolving credit facility. The Senior Secured Credit Agreement
provides for three term loans, a $150 million U.S. Dollar Term Loan A, a $200
million Euro Term Loan A and a $400 million U.S. Dollar Term Loan B, and a $150
million revolving multicurrency credit facility. At July 31, 2002, there was
$106 million available under the $150 million revolving multicurrency credit
facility. The revolving multicurrency credit facility is available for working
capital and general corporate purposes.

   As of August 23, 2002, the $900 million Senior Secured Credit Agreement was
refinanced using proceeds from the Amended and Restated Senior Secured Credit
Agreement (see Note 16--Subsequent Event).

8 7/8% Senior Subordinated Notes

   On July 31, 2002, the Company issued Senior Subordinated Notes in the
aggregate principal amount of $250 million, receiving net proceeds of
approximately $248 million before expenses. Interest on the notes is payable
semi-annually at the annual rate of 8 7/8%. The notes do not have required
principal payments prior to maturity on August 1, 2012. The net proceeds from
the notes issuance were utilized to repay indebtedness under the Company's $900
million Senior Secured Credit Agreement and fees paid in connection with the
offering. The fair value of the notes was approximately $248 million at July
31, 2002, based on quoted market prices.

                                     F-45

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

   During the third quarter of 2002, the Company incurred a non-cash debt
extinguishment charge of $4.4 million related to the partial extinguishment of
the $900 million Senior Secured Credit Agreement. The Company has early adopted
the Financial Accounting Standard Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 rescinds SFAS No. 4, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of the related income tax effect. As such, the debt
extinguishment charge has been presented as a component of income before income
taxes, minority interest in income of consolidated subsidiaries and equity in
earnings of affiliates.

NOTE 8--FINANCIAL INSTRUMENTS

   The Company had interest rate swap agreements with an aggregate notional
amount of $280 million at July 31, 2002 with various maturities through 2008.
Under these agreements, the Company receives interest quarterly from the
counterparties equal to the LIBOR rate and pays interest at a weighted average
rate of 5.41% over the life of the contracts. At July 31, 2002, a liability for
the interest rate swap contracts, which represented their fair values at that
time, in the amount of $17.9 million ($11.5 million net of tax) was recorded
with an offsetting amount in accumulated other comprehensive income (loss).

   At July 31, 2002, the Company had outstanding foreign currency forward
contracts in the notional amount of $23.8 million. The fair value of these
contracts at July 31, 2002 resulted in a gain of $0.2 million. The purpose of
these contracts is to hedge short-term intercompany loan balances with its
foreign businesses.

   While the Company may be exposed to credit losses in the event of
nonperformance by the counterparties to its derivative financial instrument
contracts, its counterparties are established banks and financial institutions
with high credit ratings. The Company has no reason to believe that such
counterparties will not be able to fully satisfy their obligations under these
contracts.

   The fair values of all derivative financial instruments are estimated based
on current settlement prices of comparable contracts obtained from dealer
quotes. The values represent the estimated amounts the Company would pay or
receive to terminate the agreements at the reporting date.

NOTE 9--CAPITAL STOCK

   Class A Common Stock is entitled to cumulative dividends of 1 cent per share
per year after which Class B Common Stock is entitled to non-cumulative
dividends up to  1/2 cent per share per year. Further distribution in any year
must be made in proportion of 1 cent a share for Class A Common Stock to 1 1/2
cents a share for Class B Common Stock. The Class A Common Stock has no voting
power nor is it entitled to notice of meetings of the stockholders, all rights
to vote and all voting power being vested exclusively in the Class B Common
Stock unless four quarterly cumulative dividends upon the Class A Common Stock
are in arrears. There is no cumulative voting.

                                     F-46

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

   The following table summarizes the Company's Class A and Class B common and
treasury shares at the specified dates:

                            Authorized   Issued   Outstanding  Treasury
                              Shares     Shares     Shares      Shares
                            ---------- ---------- ----------- ----------
                                                  
       July 31, 2002:
       Class A Common Stock 32,000,000 21,140,960 10,582,366  10,558,594
       Class B Common Stock 17,280,000 17,280,000 11,772,859   5,507,141
       October 31, 2001:
       Class A Common Stock 32,000,000 21,140,960 10,516,196  10,624,764
       Class B Common Stock 17,280,000 17,280,000 11,822,859   5,457,141

NOTE 10--DIVIDENDS PER SHARE

   The following dividends per share were paid during the period indicated:

                                             Nine months ended
                                              July 31,
                                             -----------------
                                             2002     2001
                                              -----    -----
                                                
                        Class A Common Stock $0.42    $0.40
                        Class B Common Stock $0.62    $0.59

NOTE 11--CALCULATION OF EARNINGS PER SHARE

   The Company has two classes of common stock and, as such, applies the
"two-class method" of computing earnings per share as prescribed in Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." In
accordance with the statement, earnings are allocated first to Class A and
Class B Common Stock to the extent that dividends are actually paid and the
remainder allocated assuming all of the earnings for the period have been
distributed in the form of dividends.

   The following is a reconciliation of the average shares used to calculate
basic and diluted earnings per share:

                                                 Nine months ended
                                                     July 31,
                                               ---------------------
                                                  2002       2001
                                               ---------- ----------
                                                    
           Class A Common Stock:
           Basic shares....................... 10,549,345 10,523,393
           Assumed conversion of stock options     77,429     29,472
                                               ---------- ----------
           Diluted shares..................... 10,626,774 10,552,865
                                               ========== ==========
           Class B Common Stock:
           Basic and diluted shares........... 11,796,650 11,844,165
                                               ========== ==========

   There were 18,000 stock options that were antidilutive for the nine-month
period ended July 31, 2002 (797,634 for the nine-month period ended July 31,
2001).

                                     F-47

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

NOTE 12--COMPREHENSIVE INCOME

   Comprehensive income is comprised of net income and other charges and
credits to equity that are not the result of transactions with the owners. The
components of comprehensive income, net of tax, are as follows (U.S. dollars in
thousands):

                                                              Nine months ended
                                                                   July 31,
                                                              -----------------
                                                                2002      2001
                                                              --------  -------
                                                                  
Net income................................................... $ 18,673  $74,446
Other comprehensive income (loss):
   Foreign currency translation adjustment...................  (12,631)    (509)
   Change in market value of interest rate swaps, net of tax.    1,602   (6,878)
   Minimum pension liability adjustment, net of tax..........      (84)      --
                                                              --------  -------
Comprehensive income......................................... $  7,560  $67,059
                                                              ========  =======

NOTE 13--BUSINESS SEGMENT INFORMATION

   The Company operates in three business segments: Industrial Shipping
Containers; Containerboard & Corrugated Products; and Timber.

   The Company's reportable segments are strategic business units that offer
different products. The Company evaluates performance and allocates resources
based on earnings before interest, income taxes, depreciation, depletion,
amortization minority interest in income of consolidated subsidiaries, equity
in earnings of affiliates and debt extinguishment charge ("EBITDA"). The
accounting policies of the reportable segments are the same as those described
in the "Description of Business and Summary of Significant Accounting Policies"
note in the 2001 Annual Report on Form 10-K except that the Company accounts
for inventories on a first-in, first-out basis at the segment level compared to
a last-in, first-out basis at the consolidated level in the United States.

   Corporate and other includes the unallocated costs associated with the
Company's corporate headquarters, the Company's long-term debt and other
non-segment items. During 2002, the Company changed its method for allocating
corporate and other costs to its segments. All prior period information has
been restated to conform to the current period presentation.

                                     F-48

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

   The following segment information is presented for the periods indicated
(U.S. dollars in thousands):

                                                                                     Nine months ended July 31,
                                                                                     -------------------------
                                                                                        2002          2001
                                                                                      ----------   ----------
                                                                                             
Net sales:
Industrial shipping containers...................................................... $  927,538    $  697,643
Containerboard & corrugated products................................................    239,694       285,090
Timber..............................................................................     30,019        28,514
                                                                                      ----------   ----------
       Total........................................................................ $1,197,251    $1,011,247
                                                                                      ==========   ==========
EBITDA:
Industrial shipping containers...................................................... $   89,724    $   54,898
Containerboard & corrugated products................................................     32,314        61,443
Timber..............................................................................     35,663       102,985
                                                                                      ----------   ----------
       Total segment................................................................    157,701       219,326
Restructuring charge................................................................         --       (11,534)
Corporate and other.................................................................    (15,469)      (12,604)
                                                                                      ----------   ----------
       Total EBITDA.................................................................    142,232       195,188
Depreciation, depletion and amortization............................................    (74,896)      (57,462)
Debt extinguishment charge..........................................................     (4,390)           --
Interest expense, net...............................................................    (40,949)      (29,265)
Foreign currency....................................................................       (951)          591
                                                                                      ----------   ----------
Income before income taxes, minority interest in income of consolidated subsidiaries
  and equity in earnings of affiliates..............................................     21,046    $  109,052
                                                                                      ==========   ==========
Depreciation, depletion and amortization:
Industrial shipping containers...................................................... $   48,841    $   32,581
Containerboard & corrugated products................................................     16,859        16,701
                                                                                      ----------   ----------
Timber..............................................................................      2,741         4,382
                                                                                      ----------   ----------
       Total segment................................................................     68,441        53,664
Corporate and other.................................................................      6,455         3,798
                                                                                      ----------   ----------
       Total........................................................................ $   74,896    $   57,462
                                                                                      ==========   ==========
Total assets:
Industrial shipping containers...................................................... $1,081,652    $1,110,875
Containerboard & corrugated products................................................    326,043       345,155
Timber..............................................................................    113,726       104,105
       Total segment................................................................  1,521,421     1,560,135
Corporate and other.................................................................    204,786       211,053
                                                                                      ----------   ----------
       Total........................................................................ $1,726,207    $1,771,188
                                                                                      ==========   ==========

   The following table presents net sales to external customers by geographic
area (U.S. dollars in thousands):

                                      Nine months ended July 31,
                                      --------------------------
                                         2002          2001
                                       ----------    ----------
                                              
                    North America.... $  727,359    $  730,888
                    Europe...........    308,978       183,763
                    Other............    160,914        96,596
                                       ----------    ----------
                           Total..... $1,197,251    $1,011,247
                                       ==========    ==========

                                     F-49

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

   The following table presents total assets by geographic area (U.S. dollars
in thousands):

                                       July 31,  October 31,
                                         2002       2001
                                      ---------- -----------
                                           
                    North America.... $1,250,108 $1,287,502
                    Europe...........    345,451    319,232
                    Other............    130,648    164,454
                                      ---------- ----------
                           Total..... $1,726,207 $1,771,188
                                      ========== ==========

NOTE 14--SUMMARIZED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

   The Senior Subordinated Notes, more fully described in Note 7--Long-Term
Debt, are fully guaranteed, jointly and severally, by the Company's United
States subsidiaries ("Guarantor Subsidiaries"). The Company's non-United States
subsidiaries are not guaranteeing the Senior Subordinated Notes ("Non-Guarantor
Subsidiaries"). Presented below are summarized condensed consolidating
financial statements of Greif Bros. Corporation (the "Parent"), which includes
certain of the Company's operating units, the Guarantor Subsidiaries, the
Non-Guarantor Subsidiaries and the Company on a consolidated basis.

   These summarized condensed consolidated financial statements are prepared on
the equity method. Separate financial statements for the Guarantor Subsidiaries
are not presented based on management's determination that they do not provide
additional information that is material to investors.

                                     F-50

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

                     Condensed Consolidating Balance Sheet
                                 July 31, 2002

                                                                     Non-
                                                     Guarantor    Guarantor
                                           Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                         ---------- ------------ ------------ ------------ ------------
                                                                            
ASSETS
CURRENT ASSETS
   Cash and cash equivalents............ $    1,522   $    811     $ 18,831   $        --   $   21,164
   Trade accounts receivable............     35,840     88,942      144,023            --      268,805
   Inventories..........................     27,145     19,935       86,409            --      133,489
   Other current assets.................     24,847      7,079       29,817            --       61,743
                                         ----------   --------     --------   -----------   ----------
                                             89,354    116,767      279,080            --      485,201
                                         ----------   --------     --------   -----------   ----------
LONG-TERM ASSETS
   Goodwill and other intangible assets.    113,459     21,931      130,275            --      265,665
   Investment in affiliates.............    887,582    514,385           --    (1,255,412)     146,555
   Other long-term assets...............     40,020         --        5,126            --       45,146
                                         ----------   --------     --------   -----------   ----------
                                          1,041,061    536,316      135,401    (1,255,412)     457,366
                                         ----------   --------     --------   -----------   ----------
PROPERTIES, PLANTS AND
  EQUIPMENT, net........................    259,092    276,372      248,176            --      783,640
                                         ----------   --------     --------   -----------   ----------
                                         $1,389,507   $929,455     $662,657   $(1,255,412)  $1,726,207
                                         ==========   ========     ========   ===========   ==========
LIABILITIES & SHAREHOLDERS'
  EQUITY CURRENT LIABILITIES
   Accounts payable..................... $   21,756   $ 35,910     $ 79,412   $        --   $  137,078
   Short-term borrowings................         --         --       24,636            --       24,636
   Current portion of long-term debt....     17,890         --           --            --       17,890
   Other current liabilities............     11,841     30,732       69,258            --      111,831
                                         ----------   --------     --------   -----------   ----------
                                             51,487     66,642      173,306            --      291,435
                                         ----------   --------     --------   -----------   ----------
LONG-TERM LIABILITIES
   Long-term debt.......................    629,582         --          780            --      630,362
   Other long-term liabilities..........    126,227     40,940       53,865            --      221,032
                                         ----------   --------     --------   -----------   ----------
                                            755,809     40,940       54,645            --      851,394
                                         ----------   --------     --------   -----------   ----------
MINORITY INTEREST.......................         --         --        1,167            --        1,167
                                         ----------   --------     --------   -----------   ----------
SHAREHOLDERS' EQUITY....................    582,211    821,873      433,539    (1,255,412)     582,211
                                         ----------   --------     --------   -----------   ----------
                                         $1,389,507   $929,455     $662,657   $(1,255,412)  $1,726,207
                                         ==========   ========     ========   ===========   ==========

                                     F-51

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

                     Condensed Consolidating Balance Sheet
                               October 31, 2001

                                                  Guarantor   Non-Guarantor
                                        Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                                      ---------- ------------ ------------- ------------ ------------
                                                                          
ASSETS
CURRENT ASSETS
   Cash and cash equivalents......... $    1,632   $ (6,516)    $ 34,604    $        --   $   29,720
   Trade accounts receivable.........     22,591    119,660      140,731             --      282,982
   Inventories.......................     21,014     20,230       82,119             --      123,363
   Other current assets..............     26,402     12,347       29,382             --       68,131
                                      ----------   --------     --------    -----------   ----------
                                          71,639    145,721      286,836             --      504,196
                                      ----------   --------     --------    -----------   ----------
LONG-TERM ASSETS
   Goodwill and other intangible
     assets..........................    116,999     23,775      129,028             --      269,802
   Investment in affiliates..........    958,552    511,893        1,545     (1,327,919)     144,071
   Other long-term assets............     41,692         --       20,488        (17,898)      44,282
                                      ----------   --------     --------    -----------   ----------
                                       1,117,243    535,668      151,061     (1,345,817)     458,155
                                      ----------   --------     --------    -----------   ----------
PROPERTIES, PLANTS AND
  EQUIPMENT, net.....................    270,759    268,865      269,213             --      808,837
                                      ----------   --------     --------    -----------   ----------
                                      $1,459,641   $950,254     $707,110    $(1,345,817)  $1,771,188
                                      ==========   ========     ========    ===========   ==========
LIABILITIES & SHAREHOLDERS'
  EQUITY CURRENT LIABILITIES
   Accounts payable.................. $   21,824   $ 23,667     $ 71,626    $        --   $  117,117
   Short-term borrowings.............         --         --       16,533             --       16,533
   Current portion of long-term debt.     43,140         --           --             --       43,140
   Other current liabilities.........     10,943     34,154       71,632             --      116,729
                                      ----------   --------     --------    -----------   ----------
                                          75,907     57,821      159,791             --      293,519
                                      ----------   --------     --------    -----------   ----------
LONG-TERM LIABILITIES
   Long-term debt....................    653,166         --        1,208             --      654,374
   Other long-term liabilities.......    144,222     49,062       61,003        (17,898)     236,389
                                      ----------   --------     --------    -----------   ----------
                                         797,388     49,062       62,211        (17,898)     890,763
                                      ----------   --------     --------    -----------   ----------
MINORITY INTEREST....................         --         --          560             --          560
                                      ----------   --------     --------    -----------   ----------
SHAREHOLDERS' EQUITY.................    586,346    843,371      484,548     (1,327,919)     586,346
                                      ----------   --------     --------    -----------   ----------
                                      $1,459,641   $950,254     $707,110    $(1,345,817)  $1,771,188
                                      ==========   ========     ========    ===========   ==========

                                     F-52

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

                Condensed Consolidating Statement of Operations
                    For the nine months ended July 31, 2002

                                                                         Non-
                                                         Guarantor    Guarantor
                                               Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                              --------  ------------ ------------ ------------ ------------
                                                                                
Net sales.................................... $501,178    $236,907     $572,576    $(113,410)   $1,197,251
Gain on sale of timberland...................       --       9,493          184           --         9,677
Other income (expense), net (1)..............  (30,172)     33,040        1,828           --         4,696
                                              --------    --------     --------    ---------    ----------
                                               471,006     279,440      574,588     (113,410)    1,211,624
                                              --------    --------     --------    ---------    ----------
Cost of products sold........................  410,786     187,069      473,020     (113,410)      957,465
Selling, general and administrative expenses.   82,940      32,677       72,157           --       187,774
Debt extinguishment charge...................    4,390          --           --           --         4,390
Interest expense (income), net...............   36,554       1,936        2,459           --        40,949
                                              --------    --------     --------    ---------    ----------
                                               534,670     221,682      547,636     (113,410)    1,190,578
                                              --------    --------     --------    ---------    ----------
   Income (loss) before income taxes,
     minority interest in income of
     consolidated subsidiaries and equity in
     earnings of affiliates..................  (63,664)     57,758       26,952           --        21,046
Income taxes.................................  (22,920)     20,794        9,703           --         7,577
                                              --------    --------     --------    ---------    ----------
   Income (loss) before minority interest in
     income of consolidated subsidiaries and
     equity in earnings of affiliates........  (40,744)     36,964       17,249           --        13,469
Minority interest in income of consolidated
  subsidiaries...............................       --          --         (622)          --          (622)
Equity in earnings of affiliates.............   59,417          --           --      (53,591)        5,826
                                              --------    --------     --------    ---------    ----------
   Net income (loss)......................... $ 18,673    $ 36,964     $ 16,627    $ (53,591)   $   18,673
                                              ========    ========     ========    =========    ==========

- --------
(1) Parent column other expense amount and a related amount of other income in
    the Guarantor Subsidiaries column, primarily relate to an intercompany
    royalty arrangement.

                                     F-53

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

                Condensed Consolidating Statement of Operations
                    For the nine months ended July 31, 2001

                                                                         Non-
                                                         Guarantor    Guarantor
                                               Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                              --------  ------------ ------------ ------------ ------------
                                                                                
Net sales.................................... $566,287    $193,089     $354,395    $(102,524)   $1,011,247
Gain on sale of timberland...................       --      78,401          273           --        78,674
Other income (expense), net (1)..............  (34,040)     37,458          870           --         4,288
                                              --------    --------     --------    ---------    ----------
                                               532,247     308,948      355,538     (102,524)    1,094,209
                                              --------    --------     --------    ---------    ----------
Cost of products sold........................  456,061     151,447      297,679     (102,524)      802,663
Selling, general and administrative expenses.   77,762      29,607       34,326           --       141,695
Restructuring costs..........................   11,534          --           --           --        11,534
Interest expense (income), net...............   12,714        (595       17,146           --        29,265
                                              --------    --------     --------    ---------    ----------
                                               558,071     180,459      349,151     (102,524)      985,157
                                              --------    --------     --------    ---------    ----------
   Income (loss) before income taxes,
     minority interest in income of
     consolidated subsidiaries and equity in
     earnings of affiliates..................  (25,824)    128,489        6,387           --       109,052
Income taxes.................................   (9,788)     48,698        2,421           --        41,331
                                              --------    --------     --------    ---------    ----------
   Income (loss) before minority interest in
     income of consolidated subsidiaries and
     equity in earnings of affiliates........  (16,036)     79,791        3,966           --        67,721
Minority interest in income of consolidated
  subsidiaries...............................       --          --         (358)          --          (358)
Equity in earnings of affiliates.............   90,482          --          101      (83,500)        7,083
                                              --------    --------     --------    ---------    ----------
   Net income (loss)......................... $ 74,446    $ 79,791     $  3,709    $ (83,500)   $   74,446
                                              ========    ========     ========    =========    ==========

- --------
(1) Parent column other expense amount and a related amount of other income in
    the Guarantor Subsidiaries column, primarily relate to an intercompany
    royalty arrangement.

                                     F-54

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

                Condensed Consolidating Statement of Cash Flows
                    For the nine months ended July 31, 2002

                                                            Guarantor   Non-Guarantor
                                                  Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                                                ---------  ------------ ------------- ------------ ------------
                                                                                    
Cash flows from operating activities:
   Net cash provided by operating activities... $  58,352    $ 20,590     $  5,143       $   --     $  84,085
                                                ---------    --------     --------       ------     ---------
Cash flow from investing activities:
   Purchase of properties, plants and
     equipment.................................    (4,389)    (23,767)     (10,649)          --       (38,805)
   Proceeds on disposals of properties, plants
     and equipment.............................     6,459      10,504        1,535                     18,498
                                                ---------    --------     --------       ------     ---------
   Net cash (used in) provided or investing
     activities................................     2,070     (13,263)      (9,114)          --       (20,307)
                                                ---------    --------     --------       ------     ---------
Cash flows from financing activities:
   Proceeds from issuance of long-term debt....   242,750          --           --           --       242,750
   Payments on long-term debt..................  (291,584)         --      (14,145)          --      (305,729)
   Proceeds from short-term borrowings.........        --          --        7,476           --         7,476
   Dividends paid..............................   (11,740)         --           --           --       (11,740)
   Other, net..................................        42          --           --           --            42
                                                ---------    --------     --------       ------     ---------
   Net cash provided by (used in) financing
     activities................................   (60,532)         --       (6,669)          --       (67,201)
                                                ---------    --------     --------       ------     ---------
 Effect of exchange rate changes on cash.......        --          --       (5,133)          --        (5,133)
                                                ---------    --------     --------       ------     ---------
Net increase (decrease) in cash and cash
  equivalents..................................      (110)      7,327      (15,773)          --        (8,556)
 Cash and cash equivalents at beginning of
   year........................................     1,632      (6,516)      34,604           --        29,720
                                                ---------    --------     --------       ------     ---------
Cash and cash equivalents at end of year....... $   1,522    $    811     $ 18,831       $   --     $  21,164
                                                =========    ========     ========       ======     =========

                                     F-55

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

                Condensed Consolidating Statement of Cash Flows
                    For the nine months ended July 31, 2001

                                                            Guarantor   Non-Guarantor
                                                  Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                                                ---------  ------------ ------------- ------------ ------------
                                                                                    
Cash flows from operating activities:
   Net cash provided by operating activities... $  64,484   $  (2,440)     $25,348        $ --      $  87,392
                                                ---------   ---------      -------        ----      ---------
Cash flow from investing activities:
   Acquisitions of business, net of cash
     acquired..................................  (595,225)    265,762       14,700                   (314,763)
   Purchase of properties, plants and
     equipment.................................   (11,681)   (111,192)      (1,562)         --       (124,435)
   Proceeds on disposals of properties, plants
     and equipment.............................     3,439      82,245           --          --         85,684
                                                ---------   ---------      -------        ----      ---------
   Net cash (used in) provided or investing
     activities................................  (603,467)    236,815       13,138          --       (353,514)
                                                ---------   ---------      -------        ----      ---------
Cash flows from financing activities:
   Proceeds from issuance of long-term debt....   760,000          --           --          --        760,000
   Payments on long-term debt..................  (208,620)   (235,000)      10,424          --       (433,196)
   Proceeds from short-term borrowings.........        --          --       (4,902)         --         (4,902)
   Dividends paid..............................   (11,197)         --           --          --        (11,197)
   Other, net..................................       (48)         --           --          --            (48)
                                                ---------   ---------      -------        ----      ---------
   Net cash provided by (used in) financing
     activities................................   540,135    (235,000)       5,522          --        310,657
                                                ---------   ---------      -------        ----      ---------
 Effect of exchange rate changes on cash.......        --          --       (1,622)         --         (1,622)
                                                ---------   ---------      -------        ----      ---------
Net increase (decrease) in cash and cash
  equivalents..................................     1,152        (625)      42,386          --         42,913
 Cash and cash equivalents at beginning of
   year........................................     2,956       3,669        6,763          --         13,388
                                                ---------   ---------      -------        ----      ---------
Cash and cash equivalents at end of year....... $   4,108   $   3,044      $49,149        $ --      $  56,301
                                                =========   =========      =======        ====      =========

NOTE 15--RECENT ACCOUNTING STANDARDS

  Goodwill and Other Intangible Assets

   In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which requires that goodwill no longer be amortized, but instead be
periodically reviewed for impairment. The provisions of SFAS No. 142 are
required for fiscal years beginning after December 15, 2001. As such, the
Company will adopt SFAS No. 142 at the beginning of its 2003 fiscal year.

   The application of the non-amortization provisions of SFAS No. 142 will
increase net income of the Company upon adoption. Amortization expense related
to the Company's goodwill and indefinite-lived assets was $8.4 million and $6.5
million for the nine month periods ended July 31, 2002 and 2001, respectively.

                                     F-56

               GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

        NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(Continued)

   At this time, the effect of the impairment provisions provided by SFAS No.
142 is not known.

Impairment or Disposal of Long-Lived Assets

   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." SFAS No. 144 addresses the accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of" and Accounting Principles Board
Opinion No. 30, "Reporting the Results of Operations--Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions." SFAS No. 144 establishes a
single accounting model for long-lived assets to be disposed of by sale and
resolves implementation issues related to Statement No. 121.

   SFAS No. 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001, or November 1, 2002 for the Company. The
Company does not expect the adoption of this Statement to have a material
impact on its results of operations or financial position.

NOTE 16--SUBSEQUENT EVENTS

   On August 23, 2002, the Company, as U.S. borrower, and Greif Spain Holdings,
S.L. Greif Bros. Canada Inc., Van Leer (UK) Ltd., Koninklijke Emballage
Industrie Van Leer B.V. (dba Royal Packaging Industries Van Leer B.V.), and Van
Leer Australia Pty. Limited, as foreign borrowers, entered into a $550 million
Amended and Restated Senior Secured Credit Agreement with a syndicate of
lenders. A portion of the proceeds from the Amended and Restated Senior Secured
Credit Agreement was used to refinance amounts outstanding under the Company's
then existing $900 million Senior Secured Credit Agreement. The Amended and
Restated Senior Secured Credit Agreement provides for a $300 million term loan
and a $250 million revolving multicurrency credit facility. The revolving
multicurrency credit facility is available for working capital and general
corporate purposes. The term loan periodically reduces through its maturity
date of August 23, 2009, and the revolving multicurrency credit facility
matures on February 28, 2006. In connection with the Amended and Restated
Senior Secured Credit Agreement, the Company anticipates recognizing a debt
extinguishment charge in the fourth quarter of 2002.

   The Amended and Restated Senior Secured Credit Agreement contains certain
covenants, which include financial covenants that require the Company to
maintain a certain leverage ratio, a minimum coverage of interest expense and
fixed charges and a minimum net worth. In addition, the Company is limited with
respect to the incurrence of additional debt. The repayment of this facility is
secured by a first lien on substantially all of the personal property and
certain of the real property of the Company and its U.S. subsidiaries and, in
part, by the capital stock of the non-United States borrowers and any
intercompany notes payable to them. Standard & Poor's and Moody's Investors
Service have assigned a "BB" rating and a "Ba3" rating, respectively, to the
loan obligations of the Company under the Amended and Restated Senior Secured
Credit Agreement.

                                     F-57

                        REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of Royal Packaging Industries Van
Leer N.V., Huhtamaki Holding Ltda., Van Leer France Holding S.A.S., Van Leer
Containers Inc., and American Flange and Manufacturing Company Inc.:

   We have audited the accompanying combined balance sheets of the Industrial
Packaging Division of Royal Packaging Industries Van Leer N.V., Huhtamaki
Holding Ltda., Van Leer France Holding S.A.S., Van Leer Containers Inc., and
American Flange and Manufacturing Company Inc. (`the Company') as of December
31, 2000 and 1999 and the related combined statements of operations and cash
flows for each of the years in the two year period ended December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in The Netherlands and the United States. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

   In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Industrial Packaging Division of Royal Packaging Industries Van Leer N.V.,
Huhtamaki Holding Ltda., Van Leer France Holding S.A.S., Van Leer Containers
Inc., and American Flange and Manufacturing Company Inc. as of December 31,
2000 and 1999 and the results of their operations and their cash flows for each
of the years in the two year period ended December 31, 2000, in conformity with
generally accepted accounting principles in The Netherlands.

   Generally accepted accounting principles in The Netherlands vary in certain
significant respects from generally accepted accounting principles in the
United States. Application of generally accepted accounting principles in the
United States would have affected results of operations and shareholders'
equity as of and for the years ended December 31, 2000 and 1999 to the extent
summarized in Note 18 to the combined financial statements.

Amsterdam, May 28, 2002

   /s/  ERNST & YOUNG
- ---------------------
Ernst & Young Accountants

                                     F-58

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY INC.

                            COMBINED BALANCE SHEETS

                                                     Notes December 31, 2000  December 31, 1999
                                                     ----- ----------------- -------------------
                                                            EUR'000  EUR'000  EUR'000   EUR'000
                                                                        
Assets employed:
Fixed assets
Tangible fixed assets
   At cost..........................................        737,461           721,259
   Accumulated depreciation.........................       (385,059)         (361,575)
                                                           --------          --------
Financial fixed assets..............................   3             352,402             359,684
   Loans and securities.............................   4     48,072           657,855
                                                           --------          --------
Total fixed assets..................................                 400,474           1,017,539
Current assets......................................
Stocks..............................................   5    130,314           110,060
Debtors.............................................   6    248,675           234,013
Cash and banks......................................         35,202            24,530
                                                           --------          --------
Total current assets................................        414,191           368,603
Current liabilities.................................   7   (182,620)         (196,953)
Net working capital.................................                 231,571             171,650
                                                                     -------           ---------
Net capital employed................................                 632,045           1,189,189
                                                                     =======           =========
Financed by:
Long-term liabilities
Medium and long-term loans..........................   8    209,655           477,640
Banks...............................................         36,696            47,058
                                                           --------          --------
                                                                     246,351             524,698
Provisions for liabilities and charges
Unfunded pension liabilities and similar obligations   9     33,630            41,006
Deferred tax liabilities............................  10     36,669            29,660
Other provisions....................................  11     36,997            38,251
                                                           --------          --------
                                                                     107,296             108,917
Group equity
Shareholders' equity................................        271,461           545,425
Outside shareholders' interest......................          6,937            10,149
                                                           --------          --------
Total group equity..................................  12             278,398             555,574
                                                                     -------           ---------
Financing capital...................................                 632,045           1,189,189
                                                                     =======           =========

                            See accompanying notes.

                                     F-59

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY INC.

                       COMBINED STATEMENTS OF OPERATIONS

                                                              For the Years Ended,
                                                    ---------------------------------------
                                              Notes   December 31, 2000   December 31, 1999
                                              ----- --------------------  -----------------
                                                     EUR'000    EUR'000   EUR'000   EUR'000
                                                                    
Net sales....................................  14   1,028,078             921,854
Movements in stocks..........................           1,476              (3,239)
                                                    ---------             -------
Proceeds of production.......................                  1,029,554            918,615
Direct materials.............................                   (535,813)          (440,254)
                                                               ---------           --------
Value added..................................                    493,741            478,361
Operating costs..............................  15               (459,009)          (425,673)
                                                               ---------           --------
Operating profit before interest and taxation                     34,732             52,688
Interest income/(expense)....................  16       7,401              (1,647)
Foreign exchange result......................          (1,542)                  1
                                                    ---------             -------
Operating profit before taxation.............                     40,591             51,042
Tax on operating profit......................                        230            (12,301)
                                                               ---------           --------
Net operating profit.........................                     40,821             38,741
Net extraordinary expense....................  17                     --             (1,644)
                                                               ---------           --------
Profit after taxation........................                     40,821             37,097
Third party interest.........................                       (724)            (1,540)
                                                               ---------           --------
Net income...................................                     40,097             35,557
                                                               =========           ========

                            See accompanying notes.

                                     F-60

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY INC.

                       COMBINED STATEMENTS OF CASH FLOWS

                                                        For the Years Ended,
                                                ------------------------------------
                                                December 31, 2000  December 31, 1999
                                                -----------------  -----------------
                                                 EUR'000  EUR'000   EUR'000  EUR'000
                                                                 
Cash flow provided by operating activities
Net income for the year........................   40,097             35,557
Depreciation...................................   39,515             33,956
                                                --------           --------
Operating cash flow............................            79,612             69,513
Movement in working capital....................  (49,249)           (11,727)
Stock appreciation rights exercised............       --            (30,399)
Movement in provisions.........................   (1,621)           (13,558)
                                                --------           --------
Cash flow provided by operating activities.....            28,742             13,829
Net investments in tangible fixed assets.......  (42,874)           (64,300)
Other..........................................    6,294             (6,064)
                                                --------           --------
Cash flow used in investing activities.........           (36,580)           (70,364)
Loans and securities...........................   86,783           (195,441)
Medium and long-term loans..................... (267,985)           200,537
Banks..........................................  (10,362)            (2,849)
Net transfers from parent company..............  210,074             67,916
                                                --------           --------
Cash flow used/provided by financing activities            18,510             70,163
                                                          -------            -------
Cash flow......................................            10,672             13,628
                                                          =======            =======

                            See accompanying notes.

                                     F-61

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

                  NOTES TO THE COMBINED FINANCIAL STATEMENTS

1  Basis of presentation of the combined financial statements

   The accompanying combined financial statements present the combined
financial position, results of operations, and cash flows of the Industrial
Packaging Division of Royal Packing Industries Van Leer N.V., Huhtamaki Holding
Ltda., Van Leer France Holding S.A.S., Van Leer Containers Inc., and American
Flange and Manufacturing Company Inc. (the 'Company'). Each of these legal
entities was a wholly owned subsidiary of Huhtamaki Van Leer Oyj (the 'Parent
Company'), which historically operated two principal divisions: the Industrial
Packaging Division and the Consumer Packaging Division.

   On March 2, 2001, pursuant to the terms of a share purchase agreement
between Greif Bros. Corporation (the 'Purchaser') and Huhtamaki Van Leer Oyj, a
Finnish corporation (the 'Seller'), the Purchaser acquired all of the issued
share capital of Royal Packaging Industries Van Leer N.V., a worldwide
manufacturer of packaging products headquartered in the Netherlands. In
addition, pursuant to the terms of the agreement, the Purchaser acquired all of
the issued and outstanding share capital of Huhtamaki Holding Ltda., Van Leer
France Holding S.A.S., Van Leer Containers Inc. and American Flange and
Manufacturing Company Inc. Immediately prior to the acquisition by Greif Bros.
Corporation, the Consumer Packaging Division of these entities was transferred
to a subsidiary of the Parent Company. The Consumer Packaging Division was not
acquired by Greif Bros. Corporation and, accordingly, these combined financial
statements do not include financial information of the Consumer Packaging
Division.

   The accompanying combined financial statements include the assets,
liabilities, net sales, movements in stocks, direct materials and other
operating expenses that relate directly to the Industrial Packaging Division.
Certain costs have been allocated to the Company on a direct basis, based upon
a specific identification of the expenses. Allocations of expenses to the
Company on an indirect basis have been made primarily on a proportional cost
allocation method based on net capital. Management believes the above
allocations to be reasonable under the circumstances, however, there can be no
assurances that such allocations will be indicative of future results of
operations of the combined businesses nor reflective of historical results had
the combined businesses been a separate, stand-alone entity during the periods
covered.

   The combined financial statements have been prepared in accordance with
generally accepted accounting principles in the Netherlands ('Dutch GAAP').
Note 18 includes a summary of differences between Dutch GAAP and generally
accepted accounting principles in the United States that have an effect on net
income and shareholders' equity. The accompanying Combined Financial Statements
do not represent Dutch statutory financial statements as the combined
businesses were not conducted as a separate single legal entity. The
preparation of the combined financial statements requires management to make
estimates and assumption that affect the amounts reported in the combined
financial statements and accompanying notes. Actual results could differ from
those estimates.

   The accompanying financial statements are reported in Euro for all periods
presented. Prior year amounts were restated from Dutch guilders into Euro by
dividing the amounts in Dutch guilders by the exchange rate of 2.20371, fixed
on January 1, 1999.

                                     F-62

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

2  Summary of significant accounting policies

  Combination

   The combined financial statements include all companies in which the Company
directly or indirectly holds more than fifty percent of the shares and/or on
whose management and financial policy the Company exercises a decisive
influence. The results of subsidiaries acquired are included from the date of
acquisition and for subsidiaries sold, up to the date of disposal. All
intercompany balances and transactions between the entities have been
eliminated.

  Related party transactions

   Amounts due from or payable to the Parent Company result primarily from
intercompany charges. Loans to and loans from the Parent Company relate
primarily to intercompany financing transactions.

  Translation of foreign currencies

   The balance sheets of foreign entities are translated into Euros at the
year-end exchange rates. The statements of operations are translated at the
average exchange rates for the year. The resulting net translation adjustments
are recorded directly to shareholders' equity.

   Transaction gains and losses that arise from exchange rate fluctuations on
transactions denominated in a currency other than the functional currency are
included in the results of operations as incurred.

  Tangible fixed assets

   Land, buildings, machinery, installations and other tangible fixed assets
are carried at cost net of depreciation.

   Assets depreciation terms are as follows:

                                              
                     Land.......................         --
                     Buildings..................   40 years
                     Machinery and installations 8-14 years
                     Other operational assets... 3-12 years

   Assets acquired under financing arrangements classified as capital leases
are capitalized and depreciated in accordance with the above principles. The
corresponding capital lease obligations are classified with long term loans due
after more than one year. Other operational assets include primarily computer
hardware and software and furniture and fixtures.

  Goodwill

   Goodwill, representing the amount paid in excess of net asset value for
companies acquired, is charged to shareholders' equity.

  Impairment of long-lived assets

   Impairment of tangible fixed assets and other long-lived assets is
recognized when events or changes in circumstances indicate that the carrying
amount of the asset, or related groups of assets, may not be recoverable.
Measurement of the amount of impairment may be based on appraisal, market value
of similar assets or estimated discounted future cash flows resulting from the
use and ultimate disposition of the asset.

                                     F-63

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

  Loans and securities

   Loan and securities are valued at historical cost and represent the net
realizable value.

  Stocks

   Inventories are valued at the lower of cost or market principally by the
first-in, first-out method. Work in progress and finished goods include the
cost of direct materials, labour and overhead.

  Pensions and similar obligations

   Pension schemes are established in various countries in conformity with
local regulations. Current service costs of pension plans are charged to
operations in the year in which they arise.

   The unfunded liability of pensions is determined by using the accrued
benefit valuation method. Under this method the accrued liability represents
the present value of benefits payable at retirement date, taking into account
the applicable variables such as employee salaries, employee service years, and
plan returns. Such variables do not take into account assumptions regarding
future events.

   Certain subsidiaries maintain post retirement health care and life insurance
benefits. Benefits accrue over the periods employees render service, are
actuarially calculated based on current assumptions. These plans are not
funded, however, the recorded provision is sufficient to cover the present
value of the accumulated post-retirement benefit obligation. The cost for the
year represents the increase in the obligation for post-retirement benefits
granted to employees, and is adjusted for differences in this obligation due to
changes in assumptions.

  Taxation on the result

   The provision for income tax included in the accompanying combined financial
statements has been determined as if the Company was a stand-alone entity
during the periods covered. The provision for income taxes consists of current
tax expense and deferred tax expense. In certain tax jurisdictions, the Company
maintains deferred tax assets, which consist principally of net operating loss
carry forwards. Management has assessed whether it is more likely than not that
some portion or all of the deferred tax assets will not be realized. The
Company has established, to the extent that deferred tax assets are not offset
by deferred tax liabilities within a tax jurisdiction, a full valuation
allowance for deferred tax assets.

  Other assets and liabilities

   All other assets and liabilities are stated at the amounts at which they
were acquired or incurred. Assets are stated net of related provisions.

  Income and expense

   The Company recognizes sales when there is evidence of a sales agreement,
the delivery of goods has occurred, and the collectibility is reasonably
assured. Other income, costs and expenses are allocated to the year to which
they relate. Losses are accounted for in the year in which they are identified.
Research and development expenditures are written off as incurred.

                                     F-64

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

  Stock appreciation rights

   Until October 1999, the Company sponsored a Stock Appreciation Rights
('SAR') Plan, which provided eligible employees with the right to receive cash
equal to the appreciation of the Company's ordinary shares subsequent to the
date of grant. The stock appreciation rights vest over a two to three year
period and expire five years from the date of grant. Compensation in the form
of cash payments to employees related to the SAR Plan are charged directly to
equity. Subsequent to October 1999, no stock appreciation rights were granted
and none were outstanding.

3  Tangible fixed assets

  Tangible fixed assets for the year 2000

                                                  Machinery      Other       Assets
                                                     and      Operational    Under     Not in
                               Land   Buildings Installations   Assets    Construction   Use     Total
                              ------- --------- ------------- ----------- ------------ ------- --------
                              EUR'000  EUR'000     EUR'000      EUR'000     EUR'000    EUR'000  EUR'000
                                                                          
Book value at January 1, 2000 19,138    74,270     188,592       18,527      56,830     2,327   359,684
Additions....................     --     3,961      37,614        4,449      (5,646)    2,496    42,874
Depreciation.................     --    (2,967)    (29,269)      (6,413)         --      (866)  (39,515)
Other movements..............   (829)   (2,319)     (2,879)         419      (3,874)   (1,159)  (10,641)
                              ------   -------    --------      -------      ------    ------  --------
Book value at December 31,
 2000........................ 18,309    72,945     194,058       16,982      47,310     2,798   352,402
                              ======   =======    ========      =======      ======    ======  ========
At cost at December 31, 2000. 18,309   113,286     479,087       71,863      47,310     7,606   737,461
Accumulated depreciation.....     --   (40,341)   (285,029)     (54,881)         --    (4,808) (385,059)
                              ------   -------    --------      -------      ------    ------  --------
Book value at December 31,
 2000........................ 18,309    72,945     194,058       16,982      47,310     2,798   352,402
                              ======   =======    ========      =======      ======    ======  ========

  Tangible fixed assets for the year 1999

                                                  Machinery      Other       Assets
                                                     and      Operational    Under     Not in
                               Land   Buildings Installations   Assets    Construction   Use     Total
                              ------- --------- ------------- ----------- ------------ ------- --------
                              EUR'000  EUR'000     EUR'000      EUR'000     EUR'000    EUR'000  EUR'000
                                                                          
Book value at January 1, 1999 16,766    64,692     146,251       17,801      67,478       694   313,682
Additions....................    122    10,237      63,282        7,312     (19,335)    2,682    64,300
Depreciation.................     --    (2,967)    (24,614)      (5,784)         --      (591)  (33,956)
Other movements..............  2,250     2,308       3,673         (802)      8,687      (458)   15,658
                              ------   -------    --------      -------     -------    ------  --------
Book value at December 31,
 1999........................ 19,138    74,270     188,592       18,527      56,830     2,327   359,684
                              ======   =======    ========      =======     =======    ======  ========
At cost at December 31, 1999. 19,138   115,125     452,494       70,937      56,830     6,735   721,259
Accumulated depreciation.....     --   (40,855)   (263,902)     (52,410)         --    (4,408) (361,575)
                              ------   -------    --------      -------     -------    ------  --------
Book value at December 31,
 1999........................ 19,138    74,270     188,592       18,527      56,830     2,327   359,684
                              ======   =======    ========      =======     =======    ======  ========

   Other movements primarily include exchange rate effects. Assets under
construction include payments on account. Assets not in use represent land and
buildings held for sale or machinery temporarily idled. Such assets are
recorded at their net realizable value.

                                     F-65

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

4  Loans and securities

                                                    2000    1999
                                                   ------- -------
                                                   EUR'000 EUR'000
                                                     
             Loans to third parties and securities 33,920    2,198
             Loans to Parent Company..............  9,513  652,237
             Other................................  4,639    3,420
                                                   ------  -------
                                                   48,072  657,855
                                                   ======  =======

   In 2000, loans to the Parent Company were reduced by a dividend declared to
the Parent Company in the amount of EUR 523,000. In February 2001, the
transaction was settled in a non-cash transaction.

5  Stocks

                                          2000    1999
                                         ------- -------
                                         EUR'000 EUR'000
                                           
                        Direct materials  87,688  74,459
                        Work in progress  11,141   7,826
                        Finished goods..  31,485  27,775
                                         ------- -------
                                         130,314 110,060
                                         ======= =======

   Provision is made for obsolete and slow-moving items.

6  Debtors

                                                 2000    1999
                                                ------- -------
                                                EUR'000 EUR'000
                                                  
                Trade debtors.................. 174,448 165,233
                Miscellaneous debtors..........  16,310  17,519
                Other debts from parent company   6,716  15,621
                Prepayments and accrued income.  44,277  29,211
                Deferred tax assets............   6,924   6,429
                                                ------- -------
                                                248,675 234,013
                                                ======= =======

7  Current liabilities

                                                       2000    1999
                                                      ------- -------
                                                      EUR'000 EUR'000
                                                        
          Trade creditors............................  82,386  75,364
          Taxes payable..............................   6,892  19,209
          Accruals and deferred income...............  69,509  80,032
          Other current liabilities..................  20,391  17,644
          Other current liabilities to parent company   3,442   4,704
                                                      ------- -------
                                                      182,620 196,953
                                                      ======= =======

                                     F-66

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

8  Medium and long-term loans

                                         2000              1999
                                   ----------------- -----------------
                                           Repayable         Repayable
                                            in One            in One
                                    Total    Year     Total    Year
                                   ------- --------- ------- ---------
                                   EUR'000  EUR'000  EUR'000  EUR'000
                                                 
         Loans from parent company 180,492      --   359,287      --
         Bank loans...............  23,964     972   112,517   3,213
         Other loans..............   3,551     157     4,157     532
         Finance lease liabilities   1,648     154     1,679   1,679
                                   -------   -----   -------   -----
                                   209,655   1,283   477,640   5,424
                                   =======   =====   =======   =====

   The average years to maturity and interest rate on medium and long-term debt
is as follows:

                                                     2000 1999
                                                     ---- ----
                                                    
                 Average years to maturity.......... 2.1  2.1
                 Average interest rate on bank loans 7.1% 7.0%

9  Unfunded pension liabilities and similar obligations

   Unfunded pension liabilities and similar obligations consists of the
following:

                                                2000    1999
                                               ------- -------
                                               EUR'000 EUR'000
                                                 
                  Unfunded Pension Liabilities 21,440  29,425
                  Post Retirement Benefits.... 12,190  11,581
                                               ------  ------
                                               33,630  41,006
                                               ======  ======

   The unfunded pension and post retirement obligations are primarily long-term
liabilities.

10  Deferred tax liabilities

                                            2000    1999
                                           ------- -------
                                           EUR'000 EUR'000
                                             
                    Balance at January 1.. 29,660   37,848
                    Uses.................. (3,290) (10,315)
                    Additional provision.. 10,299    2,127
                                           ------  -------
                    Balance at December 31 36,669   29,660
                                           ======  =======

   The deferred tax on timing differences is a long-term liability and is
calculated at year-end tax rates.

                                     F-67

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

11  Other provisions

   Other provisions consist of the following:

                                         2000    1999
                                        ------- -------
                                        EUR'000 EUR'000
                                          
                        Litigation.....  2,007   2,154
                        Reorganizations 17,343  16,219
                        Release pay....  2,099   2,819
                        Environmental..  6,799   6,702
                        Sundry.........  8,749  10,357
                                        ------  ------
                                        36,997  38,251
                                        ======  ======

12  Total group equity

                                                     2000     1999
                                                   --------  -------
                                                    EUR'000  EUR'000
                                                       
           Beginning balance at January 1.........  555,574  472,906
           Net income.............................   40,097   35,557
           Goodwill...............................   (3,157)  (1,205)
           Stock appreciation rights exercised....       --  (30,399)
           Dividend declared to the parent company (523,000)      --
           Net transfers (to) from parent company.  210,074   67,916
           Other..................................   (1,190)  10,799
                                                   --------  -------
           Balance at December 31.................  278,398  555,574
                                                   ========  =======

   Other relates primarily to the effect of foreign currency translation
adjustments.

13  Contingent liabilities and other commitments

                                                   2000    1999
                                                  ------- -------
                                                  EUR'000 EUR'000
                                                    
              Contingent liabilities (guarantees)  6,927   7,760
              Rentals under lease contracts...... 16,864  11,968
              Prospective capital expenditure.... 16,979   9,630

   The Company is involved in several legal proceedings relating to the nature
of its business. It is not expected that any liabilities arising from these
proceedings to have a material effect on the Company as a whole. The Company
has provided for all probable liabilities, as considered necessary by
management.

                                     F-68

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

14  Net sales

   Net sales by geographical area are as follows:

                                                2000     1999
                                              --------- -------
                                               EUR'000  EUR'000
                                                  
                Europe.......................   462,083 434,891
                North America and Mexico.....   261,447 225,368
                Africa.......................    67,997  55,063
                Australia and South East Asia   106,767  97,766
                Central and South America....   129,784 108,766
                                              --------- -------
                                              1,028,078 921,854
                                              ========= =======

15  Operating costs

   Operating costs consist of the following:

                                                             2000    1999
                                                            ------- -------
                                                            EUR'000 EUR'000
                                                              
    Salaries and wages..................................... 158,084 148,737
    Social charges.........................................  49,318  41,243
    Pension costs..........................................   7,513   8,426
                                                            ------- -------
    Total salaries, wages, social charges and pension costs 214,915 198,406
    Depreciation of tangible fixed assets..................  39,515  33,956
    Transport costs........................................  69,727  61,373
    Other operating costs.................................. 134,852 131,938
                                                            ------- -------
                                                            459,009 425,673
                                                            ======= =======

   Other operating costs include utilities, insurance, rentaeases, travel
expenses and miscellaneous overhead expenses. Social charges include the cost
of post-retirement benefits.

16  Interest income/(expense)

   Income/(expense) consists of the following:

                                         2000     1999
                                        -------  -------
                                        EUR'000  EUR'000
                                           
                       Interest expense (15,769) (18,338)
                       Interest income.  23,170   16,691
                                        -------  -------
                                          7,401   (1,647)
                                        =======  =======

                                     F-69

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

17  Net extraordinary expense

                                            2000    1999
                                           ------- -------
                                           EUR'000 EUR'000
                                           ------- -------
                                             
                     Extraordinary income.    --       --
                     Extraordinary expense    --   (2,905)
                                             ===   ======
                                              --   (2,905)
                     Tax income/(expense).    --    1,261
                                             ===   ======
                                              --   (1,644)
                                             ===   ======

   Extraordinary expenses relate primarily to costs associated with the year
2000.

18  Net income and shareholders' equity under accounting principles generally
   accepted in the United States of America

   The combined financial statements have been prepared in accordance with
generally accepted accounting principles in The Netherlands ('Dutch GAAP'),
which differ in certain significant respects from generally accepted accounting
principles in the United States of America ('U.S. GAAP').

   The table below reconciles the net income and shareholders' equity of the
Company under Dutch GAAP to the net income and shareholders' equity under U.S.
GAAP:

                                                      2000     1999
                                                     -------  -------
                                                     EUR'000  EUR'000
                                                     -------  -------
                                                        
          Net income under Dutch GAAP...............  40,097   35,557
          Stock-appreciation rights.................      --  (13,798)
          Pensions and post retirement benefit plans   2,965   (2,226)
          Restructuring provisions..................     320   (1,791)
          Year 2000 costs...........................  (1,055)    (862)
          Start-up costs............................   4,469   (2,451)
          Goodwill amortization.....................    (652)    (507)
          Income tax effect of U.S. GAAP adjustments  (1,292)     786
                                                     -------  -------
          Net income under U.S. GAAP................  44,852   14,708
                                                     =======  =======

          Shareholders' equity under Dutch GAAP..... 271,461  545,425
          Pensions and post retirement benefit plans  30,766   28,585
          Restructuring provisions..................   8,820    8,500
          Year 2000 costs...........................      --    1,055
          Start-up costs............................   5,969    1,500
          Goodwill..................................   9,817    7,313
          Income tax effect of U.S. GAAP adjustments (14,651) (13,998)
                                                     -------  -------
          Shareholders' equity under U.S. GAAP...... 312,182  578,380
                                                     =======  =======

                                     F-70

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

   The following accounting principles were followed by the Company pursuant to
U.S. GAAP:

Stock-appreciation rights

   Until October 1999, the Company sponsored a Stock Appreciation Rights
('SAR') Plan, which provided eligible employees with the right to receive cash
equal to the appreciation of the Company's ordinary shares subsequent to the
date of grant. The stock appreciation rights vest over a two to three year
period and expire five years from the date of grant. Under Dutch GAAP,
compensation in the form of cash payments to employees related to the SAR Plan
are charged directly to equity. Under U.S. GAAP, compensation expense or
benefit on SAR is recorded each reporting period based on changes in the market
price of the Company's ordinary shares.

Pensions and post retirement benefit plans

   Under Dutch GAAP, defined benefit pension and post retirement health care
benefit expenses are based on premiums paid to certain pension and other post
retirement benefit plan funds. The premiums are calculated using actuarial
assumptions which, among other variables, do not take into account future
salary increases or employee turnover due to resignations, dismissals or
disability. Premiums are not reduced by credits relating to overfunding of the
funds, which under Dutch GAAP is computed by valuing assets at fair market
value less a prudence provision unless refunds are actually received from the
fund.

   Under U.S. GAAP, pension costs are calculated in accordance with Financial
Accounting Standards Board ('FASB') No. 87, 'Employers' Accounting for
Pensions' and postretirement benefit obligations are calculated in accordance
with FASB No. 106, 'Employers' Accounting for Postretirement Benefits Other
than Pensions.' FASBs No. 87 and 106 are generally more prescriptive than Dutch
GAAP. Under FASB 87, service costs are based on actuarial assumptions which,
among other variables, include estimated future salary increases and estimated
employee turnover related to resignations, dismissals and disability. Moreover,
net periodic pension costs are reduced by credits representing amortization of
overfunding of the fund, which is calculated by valuing plan assets at fair
market value. Under FASB 106 the service costs is based on the expected amount
and timing of future benefits, taking into consideration the expected future
cost of providing the benefits.

Restructuring provisions

   Under Dutch GAAP, the Company provided reserves for anticipated costs
associated with termination benefits and other costs associated with exit
activities at the point when a general plan was approved by management and the
costs were reasonably estimable.

   Under U.S. GAAP, certain criteria, as outlined by Emerging Issues Task Force
('EITF') Issue No. 94-3, 'Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity' and Securities and
Exchange Commission ('SEC') Staff Accounting Bulletin ('SAB') No. 100,
'Restructuring and Impairment Charges', must be met prior to providing for
these costs. For those accruals where the Company did not meet the criteria of
EITF No. 94-3 and SAB 100, the Company expensed the restructuring costs, if
any, in the year in which they were incurred.

Year 2000 costs

   Under Dutch GAAP, the Company accrued for anticipated costs related to Year
2000 preparation. Under U.S. GAAP, year 2000 costs were accounted for in
accordance with EITF No. 96-14, 'Accounting for the Costs Associated with
Modifying Computer Software for the Year 2000' and were expensed as incurred.

                                     F-71

          INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
    VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
               VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                          MANUFACTURING COMPANY, INC.

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

Start-up costs

   Under Dutch GAAP, the Company accrued for anticipated costs related to the
start-up activities of some of its operations. Under U.S. GAAP, these costs
were accounted for in accordance with Statement of Position ('SOP') No. 98-5,
'Reporting on the Costs of Start-up Activities' and, accordingly, were expensed
as incurred.

Goodwill

   Under Dutch GAAP, the Company charged all goodwill directly to equity. Under
U.S. GAAP, goodwill is amortized on a straight-line method over 15 years, the
estimated useful life. The carrying amount of goodwill is reviewed on a
quarterly basis for recoverability based on the undiscounted cash flows of the
businesses acquired over the remaining amortization period. Should the review
indicate that goodwill is not recoverable, the Company's carrying value of the
goodwill would be reduced by the estimated shortfall of the discounted cash
flows.

Income tax effect of U.S. GAAP adjustments

   For all U.S. GAAP adjustments noted above, the tax effect was computed using
the statutory tax rates of the respective subsidiaries of the Company creating
the U.S. GAAP adjustment. To the extent the U.S. GAAP adjustment created a
temporary deductible difference and there was insufficient positive evidence to
support valuing the related deferred tax asset, an effective tax rate of 0% was
used.

                                     F-72

================================================================================

[LOGO]      GREIF
BROS. CORPORATION

                                 $250,000,000

                   8 7/8% Senior Subordinated Notes due 2012

                                   --------

                                  PROSPECTUS

                                October 18, 2002

                                   --------

================================================================================