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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-35048
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A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Greif Bros. 401(k) Retirement Plan and Trust
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Greif Bros. Corporation
425 Winter Road
Delaware, Ohio 43015
Exhibit Index on Page 13.
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REQUIRED INFORMATION
The following financial statements and supplemental schedules for
the Greif Bros. 401(k) Retirement Plan and Trust are being filed herewith:
Description Page No.
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Financial Statements and Supplemental Schedule:
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December 31, 2001 and 2000 and the year ended December 31, 2001
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Report of Independent Auditors Page 3
Financial Statements:
Statements of Net Assets Available for Benefits Page 4
Statement of Changes in Net Assets Available for Benefits Page 5
Notes to Financial Statements Pages 6
through 10
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes Page 11
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
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1 Consent of Ernst & Young LLP Page 14
2
Report of Independent Auditors
To the Participants and Administrator of
the Greif Bros. 401(k) Retirement Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of the Greif Bros. 401(k) Retirement Plan and Trust (the "Plan") as of December
31, 2001 and 2000, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2001. These financial statements
are the responsibility of the Plan'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 net assets available for benefits of the Plan at
December 31, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 2001 is presented for purposes
of additional analysis and is not a required part of the financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ ERNST & YOUNG LLP
May 20, 2002
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Greif Bros.
401(k) Retirement Plan and Trust
Statements of Net Assets Available for Benefits
December 31
2001 2000
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Investments, at fair value:
Common/collective funds $ 10,030,532 $ 9,272,881
Mutual funds 26,028,592 28,214,093
Common stock 2,238,425 1,725,846
Participant notes receivable 943,081 964,209
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Total investments 39,240,630 40,177,029
Receivables:
Employer's contributions 29,995 54,906
Participants' contributions 110,455 317,615
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140,450 372,521
Other 41,134 7,726
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Net assets available for benefits $ 39,422,214 $ 40,557,276
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See accompanying notes.
4
Greif Bros.
401(k) Retirement Plan and Trust
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
Additions:
Contributions from participants $ 3,572,023
Contributions from employer 751,058
Rollover contributions 260,932
Transfers from other plans 516,395
Investment income (loss):
Net depreciation in fair value of investments (4,679,459)
Interest and dividend income 1,464,198
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(3,215,261)
Deductions:
Benefits paid to participants (3,020,209)
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Net decrease in net assets (1,135,062)
Net assets available for benefits,
beginning of year 40,557,276
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Net assets available for benefits,
end of year $ 39,422,214
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See accompanying notes.
5
Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements
December 31, 2001
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Greif Bros. 401(k) Retirement Plan
and Trust (the "Plan") are prepared using the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Investment Valuation
The Plan's investments are stated at fair value. Investments are valued at
quoted market prices, which represent the net asset values of units held by the
Plan at year end. Participant notes receivable are valued at their outstanding
balance, which approximates fair value.
Payment of Benefits
Benefit payments are recorded upon distribution.
Administrative Expenses
All administrative expenses of the Plan are paid by Greif Bros. Corporation (the
"Sponsor").
2. Description of the Plan
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the Summary Plan Description for
more complete information.
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Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements
December 31, 2001
2. Description of the Plan (continued)
General
The Plan is a defined contribution plan covering all full-time employees of the
Sponsor classified as office or salaried and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan was adopted
effective January 1, 1995 by the Sponsor to provide eligible employees with
special incentives for retirement savings. Employees classified as office or
salaried are eligible for participation on the first of the month following
their date of hire and upon attaining the age of twenty-one.
The Plan provides that the Sponsor will appoint a committee (the
"Administrator") that is responsible for keeping accurate and complete records
with regard to the Plan, informing participants of changes or amendments to the
Plan, and ensuring that the Plan conforms to applicable laws and regulations.
The Plan assets are maintained by Key Trust Company of Ohio, NA. (the
"Trustee").
Participant Contributions
Participants may contribute from 1% to 20% of their annual compensation into a
choice of investment options. In no event shall the amount contributed for any
plan year exceed the amount allowable in computing the participant's federal
income tax exclusion for that plan year.
Employer Contributions
At its discretion, the Sponsor may make matching and/or profit sharing
contributions. Participant contributions are matched by the Sponsor based on a
percentage determined annually by the Board of Directors. Employer contributions
are limited to 6% of the participant's annual compensation. Additional profit
sharing amounts may be contributed at the option of the Sponsor and are
allocated to participants based on their compensation. There were no profit
sharing contributions during the year ended December 31, 2001.
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Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements
December 31, 2001
2. Description of the Plan (continued)
Participant Notes Receivable
Subject to the Administrator's approval, the Trustee is empowered to lend to
participants a portion of their account balances. Interest rates and terms are
established by the Trustee.
Vesting
Participants have full and immediate vesting in all participant contributions
and related income credited to their accounts. Participants hired prior to July
1, 2000 also have full and immediate vesting in all employer contributions and
related income credited to their accounts. Participants hired on or after July
1, 2000 vest in employer contributions ratably over a 5 year period.
Investment Options
Participants may designate how Plan contributions are to be invested. Plan
contributions were invested in any combination of the following
collective/common and mutual funds held by Key Trust Company of Ohio, NA: EB
Money Market Fund, Victory Money Market Fund, Victory MaGic Fund, AIM Value
Fund, Franklin Small/Mid Cap Growth Fund, Janus Twenty Fund, Janus Overseas
Fund, Victory Life Choice Growth Investors Fund, Victory Life Choice Moderate
Investor Fund, Victory Life Choice Conservative Investor Fund, Victory Stock
Index Fund, and the PIMCO Total Return Fund. Additionally, participants may
invest in a fund which invests primarily in common shares of Greif Bros.
Corporation.
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Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements
December 31, 2001
2. Description of the Plan (continued)
Payment of Benefits
Withdrawals under the Plan are allowed for termination of employment, hardship
(as defined by the Plan), or the attainment of age 59 1/2. Distributions may
also be made to the participant in the event of physical or mental disability or
to a named beneficiary in the event of the participant's death. Distributions
are made in a lump sum payment or by installment payments.
Plan Termination
Although it has not expressed any intent to do so, the Sponsor has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. The
final amounts accumulated in the participant's accounts will be distributed in
accordance with Section 401(k)(10) of the Internal Revenue Code.
3. Investments
During 2001, the Plan's investments (including investments bought, sold,
exchanged, as well as held during the year) appreciated/(depreciated) in fair
value as follows:
Net Realized and
Unrealized
Appreciation/
(Depreciation) in
Fair Value of
Investments
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Common Stock $ 313,250
Mutual and Collective Funds (4,992,709)
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$(4,679,459)
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9
Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements
December 31, 2001
3. Investments (continued)
Investments that represent 5% or more of fair value of the Plan's net assets are
as follows:
December 31,
2001 2000
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Franklin Small/Mid Cap Growth Fund $ 3,697,534 $ 4,394,020
Victory Life Choice Moderate Investor Fund 4,890,877 5,529,850
Victory Stock Index Fund 9,316,660 10,189,139
Victory MaGic Fund 8,001,627 7,364,278
Victory Money Market Fund 1,973,568 *
Janus Twenty Fund * 2,343,962
Janus Overseas Fund 2,240,287 2,764,222
PIMCO Total Return Fund 2,105,109 *
Greif Bros. Corporation Common Stock 2,238,425 *
* Amount does not exceed 5% of the Plan's net assets at the specified date.
4. Transactions with Parties in Interest
As of December 31, 2001, the Plan owned 67,934 shares of the Sponsor's common
stock. Cash dividends received from the Company were $38,264 for the year ended
December 31, 2001.
5. Income Tax Status
The Plan has applied for but has not received a determination letter from the
Internal Revenue Service stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code"). However, the Plan Administrator
represents that the Plan is qualified and, therefore, the related trust is
exempt from taxation. The Plan Administrator has also indicated that it will
take the necessary steps, if any, to maintain the Plan's qualified status.
10
Greif Bros. Corporation
401(k) Retirement Plan and Trust
EIN 31-4388903 Plan 004
Schedule H, Line 4i- Schedule of Assets Held for Investment Purposes at End of
Year
December 31, 2001
Share Fair
Shares Investment Description Price Value
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Equity Mutual Funds
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130,969 AIM Value Fund 10.87 $ 1,423,637
118,625 Franklin Small/Mid Cap Growth Fund 31.17 3,697,534
45,705 Janus Twenty Fund 38.46 1,757,825
110,359 Janus Overseas Fund 20.30 2,240,287
46,215 Victory Life Choice Growth Investor Fund 9.32 430,727
491,052 Victory Life Choice Moderate Investor Fund 9.96 4,890,877
16,544 Victory Life Choice Conservative Investor Fund 10.03 165,936
547,717 Victory Stock Index Fund 17.01 9,316,660
Fixed Income Mutual Funds
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201,253 PIMCO Total Return Fund 10.46 2,105,109
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Total mutual funds 26,028,592
Common/Collective Fixed Income Funds
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142,597 Victory Money Market Fund 13.84 1,973,568
524,642 Victory MaGic Fund 15.25 8,001,627
55,337 EB Money Market Fund 1.00 55,337
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Total common/collective funds 10,030,532
Common Stock
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67,934 Greif Bros. Corporation Common Stock* 32.95 2,238,425
Loans to Participants
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Participant notes receivable, with interest rates
of 5.75% to 10.5% and various due dates 1.00 943,081
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Total investments $ 39,240,630
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* Indicates party-in-interest to the Plan.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
GREIF BROS. 401(k) RETIREMENT
PLAN AND TRUST
Date: June 25, 2002 By: /s/ Michael L. Roane
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Printed Name: Michael L. Roane
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Title: Plan Administrator
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GREIF BROS. 401(K) RETIREMENT PLAN AND TRUST
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2001
INDEX TO EXHIBITS
Exhibit No. Description Page No.
1 Consent of Ernst & Young LLP Page 14
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