As filed with the Securities and Exchange Commission on July 30, 2009
Registration No. 333-46136

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
 
GREIF, INC.
 
(Exact name of registrant as specified in its charter)
 	 	 	
DELAWARE	 	31-4388903	
 	 	 	
(State or other jurisdiction of incorporation or
organization)	 	(I.R.S. Employer Identification No.)	
 	 	 	
425 Winter Road, Delaware, Ohio	 	43015	
 	 	 	
(Address of principal executive offices)	 	(Zip Code)	
Greif Bros. Riverville Mill Employee Retirement Savings Plan and Trust
 
(Full title of the plan)
Gary R. Martz, Esq.
Senior Vice President, General Counsel and Secretary
Greif, Inc.
425 Winter Road
Delaware, Ohio 43015
(740) 549-6000
 
Name, address and telephone number, including
area code, of agent for service)

with copies to
Joseph P. Boeckman, Esq.
Baker & Hostetler LLP
65 East State Street, Suite 2100
Columbus, Ohio 43215-4260
(614) 228-1541

   

 
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
On September 19, 2000, Greif, Inc. (formerly known as Greif Bros. Corporation) (the “Company”) filed a registration statement on Form S-8, Registration Number 333-46136, with the Securities and Exchange Commission to register participation interests in the Greif Bros. Riverville Mill Employee Retirement Savings Plan and Trust (the “Plan”) and shares of Class A Common Stock, without par value, of the Company (the “Shares”).
On December 31, 2003, the Plan was merged into the Greif 401(k) Retirement Plan, and the Plan ceased to exist. For that reason, the Company hereby requests that all unsold Shares be deregistered.
ITEM 8. EXHIBITS.
     The following documents are filed as exhibits to this Post-Effective Amendment No. 1 to Form S-8 Registration Statement:
 	 	 	 	 	
 	 	 	 	If Incorporated by Reference,	
 	 	 	 	Document with which Exhibit	
Exhibit No.	 	Description of Exhibit	 	was Previously Filed with SEC	
 	 	 	 	 	
24	 	Powers of Attorney for Vicki L. Avril, Bruce A. Edwards, Mark A. Emkes, John F. Finn, Daniel J. Gunsett, Judith D. Hook and Patrick Norton	 	Included herein.	

 
SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Delaware, State of Ohio, on July 30, 2009.
 	 	 	 	 	
 	GREIF, INC.
 	 	
 	By  	/s/ Michael J. Gasser  	 	
 	 	Michael J. Gasser, Chairman of the Board of
Directors and Chief Executive Officer 	 	
 	
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2009.
 	 	 	
Signature	 	Title	
 	 	 	
/s/ Michael J. Gasser
 	 	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	
Michael J. Gasser	 	 	
 	 	 	
/s/ Donald S. Huml
 	 	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	
Donald S. Huml	 	 	
 	 	 	
/s/ Kenneth B. Andre III
 	 	Vice President, Corporate Controller (Principal Accounting Officer)	
Kenneth B. Andre III	 	 	
 	 	 	
Vicki L. Avril*
 	 	Director 	
Vicki L. Avril	 	 	
 	 	 	
Bruce A. Edwards*
 	 	Director 	
Bruce A. Edwards	 	 	
 	 	 	
Mark A. Emkes*
 	 	Director 	
Mark A. Emkes	 	 	
 	 	 	
John F. Finn*
 	 	Director 	
John F. Finn	 	 	
 	 	 	
Daniel J. Gunsett*
 	 	Director 	
Daniel J. Gunsett	 	 	
 	 	 	
Judith D. Hook*
 	 	Director 	
Judith D. Hook	 	 	
 	 	 	
Patrick J. Norton*
 	 	Director 	
Patrick J. Norton	 	 	

*	 	The undersigned, Michael J. Gasser, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 to Form S-8 Registration Statement on behalf of each of the above-named persons pursuant to powers of attorney duly executed by such persons and filed as exhibits to this Post-Effective Amendment No. 1 to Form S-8 Registration Statement.	

/s/ Michael J. Gasser  	 	 	
Michael J. Gasser, Attorney-in-Fact 	 	 	

Exhibit 24
GREIF, INC.
POWER OF ATTORNEY
For Form S-8 Registration Statements
     The undersigned, a director of Greif, Inc., a Delaware corporation (the “ Company ”), hereby constitutes and appoints Michael J. Gasser and each of his successors to the office of Chief Executive Officer of the Company, and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place, and stead, in my capacity as director or officer of the Company, to execute any and all of the Company’s Registration Statements on Form S-8, and any and all amendments thereto (including post-effective amendments), to register under the Securities Act of 1933, as amended (the “ Securities Act ”), any shares of Class A Common Stock or Class B Common Stock of the Company for sale under, and pursuant to, any and all of the Company’s current or hereafter adopted or approved stock option plans or other “employee benefit plans” (as such term is defined under Rule 405 promulgated under the Securities Act), as such plans are currently amended or shall hereafter be amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
     The undersigned has executed and delivered this Power of Attorney on the date set forth below the undersigned’s signature.
 	 	 	
/s/ Vicki L. Avril	 	Director	
 	 	 	
Vicki L. Avril	 	Position (s) with the Company	
Dated: June 3, 2008	 	 	
 	 	 	
/s/ Bruce A. Edwards	 	Director	
 	 	 	
Bruce A. Edwards	 	Position (s) with the Company	
Dated: June 3, 2008	 	 	
 	 	 	
/s/ Mark A. Emkes	 	Director	
 	 	 	
Mark A. Emkes	 	Position (s) with the Company	
Dated: June 3, 2008	 	 	
 	 	 	
/s/ John F. Finn	 	Director	
 	 	 	
John F. Finn	 	Position (s) with the Company	
Dated: June 3, 2008	 	 	
 	 	 	
/s/ Daniel J. Gunsett	 	Director	
 	 	 	
Daniel J. Gunsett	 	Position (s) with the Company	
Dated: June 3, 2008	 	 	
 	 	 	
/s/ Judith D. Hook	 	Director	
 	 	 	
Judith D. Hook	 	Position (s) with the Company	
Dated: June 3, 2008	 	 	
 	 	 	
/s/ Patrick J. Norton	 	Director	
 	 	 	
Patrick J. Norton	 	Position (s) with the Company	
Dated: June 3, 2008