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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 333-46134
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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. Corporation Production Associates
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. Corporation Production Associates 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. Corporation Production Associates
401(k) Retirement Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of Greif Bros. Corporation Production Associates 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 and schedule 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 24, 2002
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Greif Bros. Corporation
Production Associates 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 $ 1,171,748 $ 824,444
Mutual funds 3,275,454 3,011,233
Common stock 51,501 26,305
Participant notes receivable 341,375 304,973
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Total investments 4,840,078 4,166,955
Employer contributions receivable 1,981 11,679
Employee contributions receivable 15,798 96,547
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17,779 108,226
Other (549) (678)
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Net assets available for benefits $ 4,857,308 $ 4,274,503
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See accompanying notes.
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Greif Bros. Corporation
Production Associates 401(k) Retirement Plan and Trust
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
Additions:
Employee contributions $ 958,866
Employer contributions 145,779
Net transfers from other plans 59,399
Investment income (loss):
Net depreciation in fair value of investments (486,465)
Interest and dividend income 200,380
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(286,085)
Deductions:
Benefits paid to participants (295,154)
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Net increase in net assets 582,805
Net assets available for benefits, beginning of year 4,274,503
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Net assets available for benefits, end of year $ 4,857,308
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See accompanying notes.
5
Greif Bros. Corporation
Production Associates 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. Corporation Production
Associates 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 fair values of the participation units owned by the Plan in the funds are
based on the redemption value as determined by the Trustee. Redemption value
represents the Plan's original cost adjusted for investment income and any
realized and unrealized gains or losses. Unrealized gains or losses are based
upon market quotations obtained by the Trustee.
Participant notes receivable are reported at fair value as determined by the
Trustee.
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").
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Greif Bros. Corporation
Production Associates 401(k) Retirement Plan and Trust
Notes to Financial Statements
December 31, 2001
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.
General
The Plan is a defined contribution plan covering all eligible employees with
special incentives for retirement savings and is subject to the provisions of
the Employee Retirement Income Security Act of 1974. The Plan was adopted
effective January 1, 1997. Employees 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
For employees covered under a collective bargaining agreement, the employer
matching contributions are contributed in accordance with their respective
bargaining agreement.
Employer matching contributions for non-union participants are contributed at an
amount equal to 30% of each participant's before tax contributions up to 6% of
their annual compensation.
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Greif Bros. Corporation
Production Associates 401(k) Retirement Plan and Trust
Notes to Financial Statements
December 31, 2001
2. Description of the Plan (continued)
Employer Contributions (continued)
In addition to employee contributions required by certain collective bargaining
agreements, the Sponsor may also make contributions, if necessary, to comply
with certain non-discrimination requirements of the Internal Revenue Code
("IRC"). These qualified contributions used to comply with the IRC requirements
will be fully vested when made and subject to the same withdrawal provisions as
401(k) deferrals.
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 account. 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 in any of
the following collective/common and mutual funds held by Key Trust Company of
Ohio, NA: Victory Money Market Fund, EB 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 Investor 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 funds which invest primarily in common shares of Greif Bros.
Corporation.
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Greif Bros. Corporation
Production Associates 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 or by installment payments.
Plan Termination
Although it has not expressed any intent to do so, the Company 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, 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
Mutual and Common/Collective Funds $ (493,196)
Common Stock 6,731
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$ (486,465)
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9
Greif Bros. Corporation
Production Associates 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:
2001 2000
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Year ended December 31:
Franklin Small/Mid Cap Growth Fund $ 403,598 $ 357,358
Victory Life Choice Moderate Investor Fund 1,047,888 1,061,865
Victory Stock Index Fund 967,715 1,024,283
Victory Money Market Fund 399,883 275,382
Victory MaGic Fund 768,923 547,074
PIMCO Total Return Fund 278,809 *
Participant Loans, at estimated fair value 341,375 304,973
* Amount does not exceed 5% of the Plan's net assets during the year.
4. Transactions with Parties in Interest
As of December 31, 2001 and 2000, the Plan owned 1,563 and 923 shares of the
Sponsor's common stock, respectively. Cash dividends received from the Company
were $710 for the year ended December 31, 2001.
5. Income Tax Status
The Plan has been structured similar to an Internal Revenue Service approved
non-standardized prototype Plan. 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. However, the plan
administrator believes that the Plan is qualified and, therefore, the related
trust is exempt from taxation.
10
Greif Bros. Corporation
Production Associates 401(k) Retirement Plan and Trust
EIN 31-4388903 Plan 004
Schedule H, Line 4i- Schedule of Assets Held for Investment Purposes
December 31, 2001
Share Fair
Shares Investment Description Price Value
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Equity Mutual Funds
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8,908 AIM Value Fund 10.87 $ 96,830
12,948 Franklin Small/Mid Cap Growth Fund 31.17 403,598
5,325 Janus Twenty Fund 38.46 204,805
10,873 Janus Overseas Fund 20.30 220,724
3,466 Victory Life Choice Growth Investor Fund 9.32 32,305
105,210 Victory Life Choice Moderate Investor Fund 9.96 1,047,888
2,271 Victory Life Choice Conservative Investor Fund 10.03 22,780
56,891 Victory Stock Index Fund 17.01 967,715
Fixed Income Mutual Funds
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26,655 PIMCO Total Return Fund 10.46 278,809
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Total mutual funds 3,275,454
Common/Collective Funds
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28,893 Victory Money Market Fund 13.84 399,883
50,416 Victory MaGic Fund 15.25 768,923
2,942 EB Money Market Fund 1.00 2,942
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Total common/collective funds 1,171,748
Common Stock
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1,563 Greif Bros. Corporation Common Stock* 32.95 51,501
Loans to Participants
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Participant notes receivable, with interest rates
of 5.75% to 10.5%, with various due dates 1.00 341,375
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Total investments $ 4,840,078
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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. CORPORATION
PRODUCTION ASSOCIATES 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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12
GREIF BROS. CORPORATION PRODUCTION ASSOCIATES
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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