SEC Filing | Greif, Inc.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended January 31, 2000 Commission File Number 1-566 GREIF BROS. CORPORATION (Exact name of registrant as specified in its charter) Delaware 31-4388903 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 425 Winter Road, Delaware, Ohio 43015 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (740) 549-6000 Not Applicable Former name, former address and former fiscal year, if changed since last report. Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report: Class A Common Stock 10,587,296 shares Class B Common Stock 11,847,859 shares

PART I. FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars in thousands, except per share amounts) For the three months ended January 31, 2000 1999 Net sales $229,309 $180,004 Other income, net 8,039 1,974 237,348 181,978 Cost of products sold 169,553 148,589 Selling, general and administrative expenses 30,776 26,516 Interest expense 4,183 3,865 204,512 178,970 Income before income taxes and equity in earnings of affiliates 32,836 3,008 Income taxes 12,806 1,147 Income before equity in earnings of affiliates 20,030 1,861 Equity in earnings of affiliates 2,987 1,820 Net income $ 23,017 $ 3,681 Basic and diluted earnings per share: Class A Common Stock $ 0.81 $ 0.13 Class B Common Stock $ 1.21 $ 0.19 See accompanying Notes to Consolidated Financial Statements GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) ASSETS January 31, October 31, 2000 1999 (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 22,121 $ 8,935 Canadian government securities 5,381 5,314 Trade accounts receivable - less allowance of $2,849 for doubtful items ($2,456 in 1999) 121,278 124,754 Inventories 41,732 50,706 Deferred tax asset 6,857 6,857 Net assets held for sale 8,457 6,462 Prepaid expenses and other 14,751 14,270 Total current assets 220,577 217,298 LONG-TERM ASSETS Goodwill - less amortization 141,230 142,977 Investment in affiliates 125,243 124,360 Other long-term assets 24,630 25,218 291,103 292,555 PROPERTIES, PLANTS AND EQUIPMENT - at cost Timber properties - less depletion 11,225 9,925 Land 12,975 12,280 Buildings 121,918 124,594 Machinery and equipment 499,963 491,533 Capital projects in progress 41,014 40,651 687,095 678,983 Accumulated depreciation (280,265) (277,850) 406,830 401,133 $ 918,510 $ 910,986 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 36,919 $ 46,703 Accrued payrolls and employee benefits 7,312 10,154 Restructuring reserves 2,601 5,157 Income taxes payable 10,386 -- Other current liabilities 9,997 10,017 Total current liabilities 67,215 72,031 LONG-TERM LIABILITIES Long-term obligations 253,000 258,000 Deferred tax liability 49,817 48,960 Postretirement benefit liability 21,624 21,154 Other long-term liabilities 20,984 22,859 Total long-term liabilities 345,425 350,973 SHAREHOLDERS' EQUITY (Note 2) Capital stock, without par value 10,228 10,207 Class A Common Stock: Authorized 32,000,000 shares; issued 21,140,960 shares; outstanding 10,587,296 shares (10,653,396 in 1999) Class B Common Stock: Authorized and issued 17,280,000 shares; outstanding 11,847,859 shares (11,873,896 in 1999) Treasury Stock, at cost (55,694) (52,940) Class A Common Stock: 10,553,664 shares (10,487,564 in 1999) Class B Common Stock: 5,432,141 shares (5,406,104 in 1999) Retained earnings 556,846 537,126 Accumulated other comprehensive income - foreign currency translation (5,510) (6,411) 505,870 487,982 $ 918,510 $ 910,986 See accompanying Notes to Consolidated Financial Statements GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands) For the three months ended January 31, 2000 1999 Cash flows from operating activities: Net income $ 23,017 $ 3,681 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 12,060 11,111 Undistributed equity in earnings of affiliates (596) (1,820) Deferred income taxes 565 713 Other - net (1,287) (1,416) Changes in current assets and liabilities, net of effects from acquisitions and dispositions 7,556 4,380 Net cash provided by operating activities 41,315 16,649 Cash flows from investing activities: Acquisitions and dispositions, net of cash -- (49,452) Disposals of investments in Canadian government securities -- 1,321 Purchases of properties, plants and equipment (17,858) (8,361) Net cash used by investing activities (17,858) (56,492) Cash flows from financing activities: Proceeds from long-term debt -- 36,500 Payments on long-term debt (5,000) (21,500) Dividends paid (3,297) (3,349) Acquisitions of treasury stock (2,756) -- Other - net 23 -- Net cash (used in) provided by financing activities (11,030) 11,651 Foreign currency translation adjustment 759 408 Net increase (decrease) in cash and cash equivalents 13,186 (27,784) Cash and cash equivalents at beginning of period 8,935 41,329 Cash and cash equivalents at end of period $ 22,121 $ 13,545 See accompanying Notes to Consolidated Financial Statements GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2000 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 January 31, 2000 and October 31, 1999 and the consolidated statements of income and cash flows for the three- month periods ended January 31, 2000 and 1999. The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements should be read in conjunction with the financial statements and notes thereto included in the most recent Annual Report on Form 10-K of Greif Bros. Corporation and its subsidiaries (collectively, the "Company"). Certain prior period amounts have been reclassified to conform to the 2000 presentation. NOTE 2 -- CAPITAL STOCK AND RETAINED EARNINGS Class A Common Stock is entitled to cumulative dividends of 1 cent a 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 shall have no voting power nor shall it be 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 cumulative dividends upon the Class A Common Stock are in arrears. There is no cumulative voting. NOTE 3 -- DIVIDENDS PER SHARE The following dividends per share were paid during the period indicated: Three Months Ended January 31, 2000 1999 Class A Common Stock $0.12 $0.12 Class B Common Stock $0.17 $0.17 NOTE 4 -- 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 shares used to calculate basic and diluted earnings per share: Three Months Ended January 31, 2000 1999 Class A Common Stock: Basic shares 10,624,749 10,909,672 Assumed conversion of stock options 31,236 57,436 Diluted shares 10,655,985 10,967,108 Class B Common Stock: Basic and diluted shares 11,868,046 12,001,793 There are 496,786 stock options that are antidilutive for 2000 (230,275 for 1999). NOTE 5 -- INVENTORIES Inventories are comprised principally of raw materials and are stated at the lower of cost (principally on last-in, first-out basis) or market. NOTE 6 -- 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. As of January 31, 2000, there were thirteen locations held for sale, the majority of which were the result of the 1998 restructuring plan (See Note 9 - Prior Year Restructuring Charges). The net assets held for sale have been listed for sale, and it is the Company's intention to complete the sales within the next year. NOTE 7 -- ACQUISITIONS 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. In connection with the closing of the CorrChoice joint venture, the Company and RDJ entered into a voting agreement which 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 generally accepted accounting principles, the Company has recorded its investment in CorrChoice using the equity method of accounting. Intermediate Bulk Containers ("IBC") Acquisition: On January 11, 1999, the Company purchased the assets of the IBC business from Sonoco Products Company ("Sonoco") for $38,013,000 in cash. In addition, the Company paid $234,000 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. 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 $20,813,000 in cash. In addition, the Company paid $107,000 in legal and professional fees related to the acquisition. Abzac-Greif Investment: During June 1999, Greif Containers 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, 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 has been recorded using the equity method of accounting. Pro Forma Information: The following pro forma (unaudited) information assumes the CorrChoice joint venture, the acquisition of the IBC business, the acquisitions of Great Lakes and Trend Pak and the investment in Abzac- Greif had occurred on November 1, 1998 (Dollars in thousands, except per share amounts): Three Months Ended January 31, 1999 Net sales $189,256 Net income $ 2,547 Basic and diluted earnings per share: Class A Common Stock $ 0.09 Class B Common Stock $ 0.13 The above amounts reflect the contribution of the spiral core assets and the recognition of the equity interest in Abzac-Greif by the Company's Canadian operation. In addition, the amounts reflect adjustments for interest expense related to the debt issued for the purchases, amortization of goodwill and depreciation expense on the revalued properties, plants and equipment resulting from the acquisitions. The pro forma information, as presented above, is not necessarily indicative of the results which would have been obtained had the transactions occurred on November 1, 1998, nor are they necessarily indicative of future results. NOTE 8 -- INVESTMENT IN AFFILIATES The Company has investments in CorrChoice (63.24%) and Abzac- Greif (49%) which are accounted for on the equity method. The Company's share of earnings of these affiliates is included in income as earned. In the first quarter 2000, the Company received dividends from affiliates of $2,391,000. The difference between the cost basis of the Company's investment in the underlying equity of affiliates of $5,509,000 at January 31, 2000 is being amortized over a fifteen-year period. The summarized unaudited financial information below represents the combined results of the Company's unconsolidated affiliates (Dollars in thousands): Three Months Ended January 31, 2000 1999 Net sales $68,255 $48,121 Gross profit 11,160 8,090 Operating income 7,983 5,691 Net income 5,293 3,415 NOTE 9 -- PRIOR YEAR RESTRUCTURING CHARGES During the third quarter of 1998, the Company approved a plan to consolidate some of its locations in order to 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. Eighteen existing fibre drum, steel drum and corrugated container plants were identified to be closed. The plants are located in Alabama, Georgia, Illinois, Kansas, Maryland, Massachusetts, Missouri, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee and Texas. As a result, the Company recognized a pretax restructuring charge of approximately $27.5 million, consisting of $20.9 million in employee separation costs (approximately 500 employees) and $6.6 million in other costs. The $6.6 million in other costs included $2.5 million for the impairment of long-lived assets due to the significant reduction in the remaining useful lives of the assets resulting from the decision to exit or close the facilities and other exit costs expected to be incurred after operations had ceased to maintain the facilities ($1.9 million) and remove the equipment ($2.2 million). The plant closures were announced and have been completed except for two plants expected to be announced and closed during 2000. The Company has sold or is planning to sell its seventeen owned facilities. A lease has been terminated on the remaining plant. Subsequent to the recognition of the restructuring charge, the Company did incur or, for plants not yet closed, expects to incur additional costs to relocate machinery and equipment and employees upon the closure of these plants. The amounts charged against this restructuring reserve during the quarter ended January 31, 2000 are as follows (Dollars in thousands): Balance at Activity Balance at 10/31/99 1/31/00 Cash charges: Employee separation costs $2,108 $ (707) $1,401 Cash and non-cash charges: Impairment of long-lived assets and other exit costs 1,441 (651) 790 $3,549 $(1,358) $2,191 During the quarter ended January 31, 2000, 24 employees were terminated in accordance with this restructuring plan. As of January 31, 2000, there were a total of 427 employees that had been terminated and provided severance benefits under this restructuring plan. In addition, in connection with the acquisition of the industrial containers business from Sonoco and the consolidation plan, five locations purchased as part of the acquisition were identified to be closed. The locations are located in California, Georgia, Missouri and New Jersey. The plan to close or consolidate these locations was being formulated at the date of acquisition. Accordingly, the Company recognized a $9.5 million restructuring liability in its purchase price allocation related to these locations during the second quarter of 1998. This liability was accounted for under EITF No. 95-3, "Recognition of Liabilities in Connection with a Purchase Business Combination." The liability consisted of $6.1 million in employee separation costs (approximately 150 employees), $1.2 million in lease termination costs and $2.2 million in other exit costs. The $2.2 million in other exit costs included amounts expected to be incurred after operations had ceased to maintain the facilities ($1.0 million), remove the equipment ($0.5 million) and other closing costs ($0.7 million). The Company has sold or is planning to sell three of these locations. The leases have been or will be terminated on the remaining two locations. The amounts charged against this restructuring reserve during the quarter ended January 31, 2000 are as follows (Dollars in thousands): Balance at Activity Balance at 10/31/99 1/31/00 Cash charges: Employee separation costs $1,608 $(1,198) $410 During the quarter ended January 31, 2000, 37 employees were terminated in accordance with this restructuring plan. As of January 31, 2000, there were a total of 133 employees that had been terminated and provided severance benefits under this restructuring plan. NOTE 10 -- 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 and multiwall bags. These products are manufactured and principally sold throughout the United States, Canada and Mexico. Operations in the Containerboard & Corrugated Products segment involve the production and sale of containerboard, both virgin and recycled, and related corrugated sheets and corrugated containers. The products are manufactured and sold in the United States and Canada. Operations in the Timber segment involve the management and sale of timber on approximately 275,000 acres of timberlands 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 income before income taxes and equity in earnings of affiliates. 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 1999 Annual Report 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. Corporate and other includes the costs associated with the Company's corporate headquarters, the Company's long-term obligations and other non-segment items. The following segment information is presented for the periods indicated (Dollars in thousands): Three Months Ended January 31, 2000 1999 Net sales: Industrial shipping containers $120,927 $115,946 Containerboard & corrugated products 91,804 61,637 Timber 16,578 2,421 Total $229,309 $180,004 Income before income taxes and equity in earnings of affiliates: Industrial shipping containers $ 9,042 $ 7,376 Containerboard & corrugated products 15,259 4,469 Timber 21,054 2,450 Total segment 45,355 14,295 Corporate and other (12,519) (11,287) Total $ 32,836 $ 3,008 January 31, October 31, 2000 1999 Total assets: Industrial shipping containers $424,390 $438,255 Containerboard & corrugated products 326,819 331,050 Timber 23,902 16,712 Total segment 775,111 786,017 Corporate and other 143,399 124,969 Total $918,510 $910,986 NOTE 11 -- RECENT ACCOUNTING STANDARDS The Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," in June 1998 and SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133," in June 1999, which are effective for all quarters of 2001 for the Company. The statements require that all derivatives be recorded in the balance sheet as either assets or liabilities and be measured at fair value. The accounting for changes in fair value of a derivative depends on the intended use of the derivative and the resulting designation. The Company has not determined what impact these statements will have on the Consolidated Financial Statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Historically, revenues or earnings may or may not be representative of future operations because of various economic factors. The following comparative information is presented for the three-month periods ended January 31, 2000 and 1999. Net sales increased $49.3 million or 27.4% during the first quarter 2000 compared to the same period last year. The Industrial Shipping Containers segment had an increase in net sales of $5.0 million or 4.3% due to improvements in general market conditions, including the chemical industry, and regaining sales volume lost as a result of the Company's plant closings and consolidation efforts. The Containerboard & Corrugated Products segment had an increase in net sales of $30.2 million or 48.9% due primarily to multiple increases in paper prices subsequent to the first quarter 1999. Net sales for the first quarter 2000 also benefited, to a lesser extent, by the inclusion of Great Lakes, which was acquired in April 1999. The Timber segment had an increase in net sales of $14.2 million due to a timber marketing strategy focused on active harvesting and regeneration of the Company's timber properties in the United States. Sales of timber are recorded as net sales, while sales of timberlands are included in other income. Future sales will take place as market conditions warrant; however, the results for the first quarter 2000 are not indicative of the Company's expectations for the entire fiscal year. The $6.1 million increase in other income is due primarily to $5.9 million of timberland sales for the quarter compared with $0.5 million last year. The cost of products sold, as a percentage of net sales, decreased from 82.5% last period to 73.9% this period. The decrease is due primarily to the inclusion of timber sales in net sales. As discussed above, timber sales increased in the first quarter 2000 as compared to the same period last year. The timber sales of the Company have a very low cost associated with them. In addition, the improvement in cost of products sold, as a percentage of net sales, is related to the increase in liner and medium prices implemented since the first quarter of 1999. The $4.3 million increase is selling, general and administrative expense is due to certain increased costs in support of Company initiatives implemented during 1999. In addition, commissions related to the Timber segment were higher due to the substantial increase in timber sales during the first quarter 2000 compared to the first quarter 1999. Finally, selling, general and administrative expense, including goodwill amortization, related to Great Lakes contributed to this increase. The increase in interest expense is due primarily to higher interest rates during the current period as compared to last year. Equity in earnings of affiliates improved to $3.0 million for the three months ended January 31, 2000 from $1.8 million for the same period last year. This income represents the Company's equity interest in CorrChoice's net income and, to a lesser extent, the Company's share of Abzac-Greif's net income. LIQUIDITY AND CAPITAL RESOURCES As reflected by the Consolidated Balance Sheet at January 31, 2000 and discussed in greater detail in the 1999 Annual Report, the Company is dedicated to maintaining a strong financial position. It is the Company's belief that this dedication is extremely important during all economic times. As discussed in the 1999 Annual Report, the Company is subject to the economic conditions of the market in which it operates. During this period, the Company has been able to utilize its financial strength to meet its continued business needs. The current ratio of 3.3:1 as of January 31, 2000 is an indication of the Company's continued dedication to strong liquidity. Investments in Business Expansion: Capital expenditures were $17.9 million during the three months ended January 31, 2000. These capital expenditures were principally needed to replace and improve equipment. Balance Sheet Changes: The decrease in inventories and accounts payable are due primarily to the Company's plant closings and consolidation efforts. The reduction in restructuring reserves is due to the payments of severance and other costs of closing the plants included in the 1998 restructuring reserves. The increase in income taxes payable is due to the timing of estimated tax payments at January 31, 2000 as compared to October 31, 1999. The reduction in long-term obligations is due to the repayment of amounts borrowed under the Company's revolving credit faclility. Other Liquidity Matters: During 1997, the Company embarked on a program to implement a management information system. The purpose of the management information system is to focus on using information technology to link operations in order to become a low-cost producer and more effectively service the Company's customers. The ultimate cost of this project is dependent upon management's final determination of the locations, timing and extent of integration of the management information system. As of January 31, 2000, the Company has spent approximately $24 million towards the project. While this program is not complete, especially with regard to the manufacturing and sales modules, the centralized finance module is in place. As such, amortization has begun on approximately $10 million of this amount. The capitalized costs of the project are being amortized on a straight-line basis over a seven-year period. In addition to the management information system, as described above, the Company has approved future purchases of approximately $53 million. These purchases are primarily to replace and improve properties, plants and equipment. Borrowing and self-financing have been the primary sources for past capital expenditures and acquisitions. The Company anticipates financing future capital expenditures in a like manner and believes that it will have adequate funds available for its planned expenditures. Share Repurchase Program: In February 1999, the Board of Directors of the Company authorized an aggregate 1,000,000 share repurchase program for its Class A and Class B common shares. During the first quarter 2000, the Company repurchased 67,100 Class A common shares and 26,037 Class B common shares. As of January 31, 2000, the Company had repurchased 489,310 shares, including 335,376 Class A common shares and 153,934 Class B common shares. Impact of the Year 2000 Issues: In prior years, the Company discussed the nature and progress of its plans to become Year 2000 compliant. In the latter part of 1999, the Company completed its remediation and testing of systems. As a result of those planning and implementation efforts, the Company experienced no significant disruptions in mission critical information technology and non- information technology systems and believes those systems successfully responded to the Year 2000 date change. The Company expensed approximately $8 million during 1999 in connection with its Year 2000 remediation efforts. The Company is not aware of any material problems resulting from Year 2000 issues, either with its products, its internal systems or the products and services of third parties. The Company will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the current year to ensure that any latent Year 2000 matters that may arise are addressed promptly. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Some of the information in this Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "project" and similar expressions, among others, identify forward-looking statements. Forward-looking statements speak only as of the date the statement was made. Such forward-looking statements are subject to certain risks and uncertainties that could cause the Company's actual results to differ materially from those projected. Such risks and uncertainties that might cause a difference include, but are not limited to, changes in general business and economic conditions, capacity levels in the containerboard market, competitive pricing pressures, in particular with respect to the price of paper, litigation or claims against the Company pertaining to environmental, product liability and safety and health matters, risks associated with the Company's acquisition strategy, in particular the Company's ability to locate and acquire other businesses, the Company's ability to integrate its newly acquired operations effectively with its existing businesses, the Company's ability to achieve improved operating efficiencies and capabilities sufficient to offset consolidation expenses and the frequency and volume of sales of the Company's timber and timberlands. These and other risks and uncertainties that could materially effect the financial results of the Company are further discussed in the Company's filings with the Securities and Exchange Commission, including the Company's Form 10-K for the year ended October 31, 1999. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK There is no change in the quantitative and qualitative disclosures about the Company's market risk from the disclosures contained in the Company's Annual Report on Form 10-K for the year ended October 31, 1999.

PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a.) The Company held its Annual Meeting of Stockholders on February 28, 2000. (b.) At the Annual Meeting of Stockholders, the following nominees were elected to the Board of Directors. The inspectors of election certified the following vote tabulations: For Withheld Charles R. Chandler 10,430,358 1,417,501 Michael H. Dempsey 10,430,358 1,417,501 Naomi C. Dempsey 10,430,358 1,417,501 Michael J. Gasser 10,430,358 1,417,501 Daniel J. Gunsett 10,430,358 1,417,501 John C. Kane 10,430,358 1,417,501 Robert C. Macauley 10,430,358 1,417,501 David J. Olderman 10,430,358 1,417,501 William B. Sparks, Jr. 10,430,358 1,417,501 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a.) Exhibits. Exhibit Number Description 27 Financial Data Schedule (contained herein) (b.) Reports on Form 8-K. No events occurred requiring a Form 8-K to be filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. Greif Bros. Corporation (Registrant) Date: March 2, 2000 /s/ Joseph W. Reed Joseph W. Reed Chief Financial Officer and Secretary (Duly Authorized Signatory)

5 This schedule contains summary information extracted from the Form 10-Q and is qualified in its entirety by reference to such Form 10-Q. 1,000 3-MOS OCT-31-2000 JAN-31-2000 22,121 5,381 124,127 (2,849) 41,732 220,577 687,095 (280,265) 918,510 67,215 253,000 0 0 10,228 495,642 918,510 229,309 237,348 169,553 169,553 30,776 0 4,183 32,836 12,806 20,030 0 0 0 23,017

0.81

0.81 Net income includes "equity in earnings of affiliates" in the amount of $2,987,000. Amount represents the basic and diluted earnings per share for the Class A Common Stock. The basic and diluted earnings per share for the Class B Common Stock is $1.21.