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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 333-46136
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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. Riverville Mill Employees Retirement Savings 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 12.
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REQUIRED INFORMATION
The following financial statements and supplemental schedules for the
Greif Bros. Riverville Mill Employees Retirement Savings 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 9
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes Page 10
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
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1 Consent of Ernst & Young LLP Page 13
2
Report of Independent Auditors
To the Participants and Administrator of
the Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of the Greif Bros. Riverville Mill Employees Retirement Savings 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 at end of year 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
March 28, 2002
3
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Statements of Net Assets Available for Benefits
December 31
2001 2000
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Assets
Investments, at fair value including $67,284 of
Greif Bros. Corporation common stock (Note 3): $ 12,676,659 $ 13,313,383
Liabilities
Due to broker for securities purchased 3,787 2,195
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Net assets available for benefits $ 12,672,872 $ 13,311,188
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See accompanying notes.
4
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
Additions:
Contributions from participants $ 996,631
Investment income:
Net depreciation in the fair value of investments (Note 3) (1,663,399)
Interest and dividends 300,209
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(366,559)
Deductions:
Benefits paid to participants (271,757)
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Decrease in net assets available for benefits (638,316)
Net assets available for benefits:
Beginning of year 13,311,188
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End of year $12,672,872
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See accompanying notes.
5
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 2001
1. Description of the Plan
The following brief description of the Greif Bros. Riverville Mill (the Company)
Employees Retirement Savings Plan and Trust (the "Plan") provides only general
information. Participants should refer to the Summary Plan Description document
for more complete information.
General
The Plan is a contributory defined contribution plan covering all employees of
the Company who are not covered by a collective bargaining agreement. The Plan
is subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
Contributions
Each year, participants may contribute up to 20% of their annual compensation as
defined in the Plan, limited to the maximum allowable under the Internal Revenue
Code. Upon enrollment, a participant may direct their contributions in 5%
increments to any to the Plan's fund options. Participants may change their
investment options at any time.
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of Plan earnings. Allocations are based on participant account
balances. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's account.
Participant Loans
Participants may borrow from their fund accounts a minimum of $500 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balance.
Loan terms range from 1-5 years or up to 20 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's account and
bear interest at a rate of 1% above prime at the time of the loan. Principal and
interest is paid ratably through quarterly payroll deductions.
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Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 2001
1. Description of the Plan (continued)
Vesting
Participants have full and immediate vesting in their contributions and related
income credited to their accounts.
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 a named beneficiary in the event of the participant's death.
Distributions are made in lump sum.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue and terminate the Plan subject to the provisions
of ERISA. In the event of termination of the Plan, any expenses involved will be
paid by the Company. The final amounts accumulated in the participant's accounts
will be distributed in accordance with Section 401(k)(10) of the Internal
Revenue Code.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Investments
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. The participant loans are valued at their outstanding
balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
7
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 2001
2. Significant Accounting Policies (continued)
Administrative Expenses
All administrative expenses of the Plan are paid by Greif Bros. Corporation (the
"Sponsor").
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
3. Investments
During 2001, the Plan's investments (including investments bought, sold,
exchanged, as well as held during the year) depreciated in fair value as
follows:
Net Realized and
Unrealized
Appreciation
(Depreciation) in
the Fair Value of
Investments
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Common Stock $ 12,788
Mutual/Common/Collective Funds (1,676,187)
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$(1,663,399)
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8
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 2001
3. Investments (continued)
Investments representing 5% or more of the fair value of net assets available
for benefits are as follows:
December 31
2001 2000
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Victory Stock Index Fund $1,233,075 $1,468,799
Victory Lifechoice Moderate Investor Fund 725,019 791,586
AIM Value Fund 2,148,052 2,145,761
Franklin Small Cap Growth Fund 1,435,158 1,777,930
Janus Twenty Fund Inc. 1,202,869 2,347,227
Janus Overseas Fund * 799,164
PIMCO Total Return Fund 1,006,686 *
Victory DCS Magic Fund 3,857,307 3,081,736
* The fair value of these investments did not represent 5% or more of the Plan's
net assets as of the specified date.
4. Transactions with Parties-In-Interest
As of December 31, 2001 and 2000, the Plan owned 2,042 and 758 shares,
respectively, of Greif Bros. Corporation's common stock. Dividends received from
the Greif Bros. Corporation were $709 for the year ended December 31, 2001.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated January 25, 1996, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan has been
subsequently amended and restated. The Plan Administrator believes the Plan, as
amended and restated, is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
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Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
EIN 31-4388903 Plan No. 007
Schedule H, Line 4i - Schedule of Assets Held
for Investment Purposes At End of Year
December 31, 2001
Description Fair
Identity of Issue of Investment Value
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Key Trust Company of Ohio, N.A.
Common/Collective Fixed Income Funds:
Victory DCS Money Market Fund 4,112 $ 56,904
Victory DCS Magic Fund 252,912 3,857,307
Mutual Funds:
Victory Stock Index Fund 72,491 units 1,233,075
Victory Lifechoice Growth Fund 8,809 units 82,104
Victory Lifechoice Moderate Investor Fund 72,793 units 725,019
Victory Lifechoice Conservative Investor Fund 4,590 units 46,040
AIM Value Fund 197,613 units 2,148,052
Franklin Small Cap Growth Fund 46,043 units 1,435,158
Janus Twenty Fund Inc. 31,276 units 1,202,869
Janus Overseas Fund 30,681 units 622,832
PIMCO Total Return Fund 96,242 units 1,006,686
Common Stock:
Greif Bros. Corporation * 2,042 units 67,284
Interest bearing cash 2,559 units 6,637
Participant loans Interest rate range
8.25% to 9.5% 186,692
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$ 12,676,659
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* Indicates party-in-interest to the Plan.
10
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. RIVERVILLE MILL
EMPLOYEES RETIREMENT SAVINGS
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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11
GREIF BROS. RIVERVILLE MILL
EMPLOYEES RETIREMENT SAVINGS 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 13
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