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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 333-_______
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 15.
2
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.
Audited Financial Statements:
Report of Independent Auditors Page 3
Statements of Net Assets Available for Page 4
Benefits at December 31, 1999 and 1998
Statements of Changes in Net Assets Available Page 5
for Benefits for the Year Ended
December 31, 1999
Notes to Financial Statements - December 31, 1999 Pages 6
through 10
Supplemental Schedules:
Schedule of Assets Held for Investment Page 12
Purposes as of December 31, 1999
Schedule of Reportable Transactions Page 13
for the Year Ended December 31, 1999
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
1 Consent of Ernst & Young LLP Page 16
3
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 as of December 31, 1999 and 1998, and the related
statement of changes in net assets available for benefits for the
year ended December 31, 1999. 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, 1999 and 1998,
and the changes in its net assets available for benefits for the
year ended December 31, 1999, 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 schedules of assets held for investment purposes as
of December 31, 1999, and reportable transactions for the year
then ended, are presented for purposes of additional analysis and
are not a required part of the financial statements but are
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. These
supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a
whole.
/s/ Ernst & Young LLP
March 17, 2000
4
Greif Bros.
401(k) Retirement Plan and Trust
Statements of Net Assets Available for Benefits
December 31
1999 1998
Investments, at fair value:
Collective Funds:
Prism Money Market Fund $ 1,467,003 $ 942,509
Prism MaGIC Fund 8,548,288 8,433,193
E B Money Market Fund 1,797 --
Mutual Funds:
Victory Limited Term Income Fund 846,111 1,152,300
Victory Balanced Fund 9,036,821 8,575,692
Victory Stock Index Fund 15,530,746 11,524,460
Victory Special Value Fund 2,015,868 2,152,595
Victory International Growth Fund 1,885,647 882,641
Greif Bros. Corporation common stock 1,555,389 1,030,686
Participant notes receivable 956,307 873,937
Total investments 41,843,977 35,568,013
Receivables:
Employer's contributions 74,931 61,149
Participants' contributions 300,812 317,677
375,743 378,826
Other 5,727 5,614
Net assets available for benefits $42,225,447 $35,952,453
See accompanying notes.
5
Greif Bros.
401(k) Retirement Plan and Trust
Statements of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
Additions:
Contributions from participants $ 3,381,280
Contributions from employer 580,536
Rollover contributions 282,021
Transfers from other plans 138,361
Investment income:
Net appreciation in fair value of investments 2,123,909
Interest and dividend income 2,188,285
8,694,392
Deductions:
Benefits paid to participants 2,421,398
Net increase in net assets 6,272,994
Net assets available for benefits,
beginning of year 35,952,453
Net assets available for benefits,
end of year $42,225,447
See accompanying notes.
6
Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements
December 31, 1999
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 fair value 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 being 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.
7
Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
General
The Plan is a defined contribution plan covering all full-time
employees of the Sponsor 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. Salaried and certain hourly employees are eligible for
participation after one year of service 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").
Effective May 12, 1998 the Plan was amended to include those
employees formerly participating in the Sonoco Products Company
Employee Saving and Stock Ownership Plan.
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. The matching was 25% of the first 6%
contributed by the participants for the year ended December 31,
1999. 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, 1999.
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.
8
Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Vesting
Participants have full and immediate vesting in all contributions
and related income credited to their accounts.
Investment Options
Upon enrollment in the Plan, a participant may direct
contributions in any of eight investment options.
Collective Funds:
Prism Money Market Fund. Funds are primarily invested
in a diversified portfolio of money market instruments
with an average maturity of 120 days or less.
Prism MaGIC Fund. Funds are primarily invested in a
diversified portfolio of insurance companies and other
investment contracts.
Mutual Funds:
Victory Limited Term Income Fund. Funds are
primarily invested in high grade fixed income
securities.
Victory Balanced Fund. Funds are primarily invested
in common stocks, securities convertible into common
stock, and fixed income securities.
Victory Stock Index Fund. Funds are primarily
invested in common stocks of companies represented
in the Standard & Poor's 500 Composite Stock Index.
Victory Special Value Fund. Funds are primarily
invested in common stocks of small to medium-sized
companies.
Victory International Growth Fund. Funds are
primarily invested in foreign equity securities.
9
Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Investment Options (continued)
Common Stock:
Greif Bros. Corporation Stock. Funds are invested in
Class A Common Stock of Greif Bros. Corporation.
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.
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 1999, the Plan's investments (including investments
bought, sold, exchanged, as well as held during the year)
appreciated in fair value as follows:
Net Realized and Unrealized
Appreciation in Fair Value of
Investments
Common Stock $ 119,273
Mutual and Collective Funds 2,004,636
$2,123,909
Investments representing 5% or more of the fair value of net
assets available for benefits are separately reflected in the
statement of net assets available for benefits.
10
Greif Bros.
401(k) Retirement Plan and Trust
Notes to Financial Statements (continued)
4. Transactions with Parties in Interest
As of December 31, 1999, the Plan owned 52,282 shares of the
Sponsor's common stock. Cash dividends received from the
Company were $22,051 for the year ended December 31, 1999.
5. Income Tax Status
The Plan has been structured similar to an Internal Revenue
Service ("IRS") approved non-standardized prototype plan.
Although the Plan administrator has not yet applied for a
determination letter, the Plan administrator believes that the
Plan is being operated in compliance with applicable requirements
of the IRS and, therefore, believes that the Plan is qualified
and the related trust is exempt.
11
Supplemental Schedules
12
Greif Bros.
401(k) Retirement Plan and Trust
Line 27 (a) - Schedule of Assets Held for Investment Purposes
EIN 31-4388903
December 31, 1999 Plan No. 004
Unit Historical Fair
Units Investment Description Price Cost Value
Common/Collective Fixed Income Funds
1797 EB Money Market Fund 1.0 $ 1,797 $ 1,797
116,746 Prism Money Market Fund* 12.565 1,396,881 1,467,003
628,472 Prism MaGIC Fund* 13.601 7,850,713 8,548,288
Loans
956,307 Participant Notes Receivable, 956,307 956,307
7.00% - 11.00%, various dates
through 6/2/17
Equity Mutual Fund
104,468 Victory International 18.050 1,510,656 1,885,647
Growth Fund*
154,473 Victory Special Value Fund* 13.050 2,233,914 2,015,868
635,724 Victory Stock Index Fund* 24.430 13,235,602 15,530,746
639,549 Victory Balanced Fund* 14.130 9,231,943 9,036,821
Common Stock
52,282 Greif Bros. Corporation 29.750 1,620,220 1,555,389
Fixed Income Mutual Funds
87,589 Victory Limited Term 9.660 870,053 846,111
Income Fund*
Total Investments 38,908,086 41,843,977
* These are investments in funds maintained by Key Trust Company of Ohio, N.A.
(the Trustee).
13
Greif Bros.
401(k) Retirement Plan and Trust
Line 27(d) - Schedule of Reportable Transactions
EIN 31-4388903
December 31, 1999 Plan No. 004
Current Value
of Asset on
Identity of Description of Number of Purchase Selling Cost of Transaction Net Gain
Party Involved Assets Transactions Price Price Asset Date (Loss)
Category (iii) - A series of tranactions in a security issue aggregating 5% or more of the Plan assets.
Key Trust Company Prism Magic Fund 42 $1,240,750 $ -- $ -- $1,240,750 $ --
of Ohio, N.A. Prism Magic Fund 79 -- 1,612,919 1,473,654 1,612,919 139,265
(the Trustee) Victory Special
Value Fund 64 910,142 -- -- 910,142 --
Victory Special
Value Fund 75 -- 901,807 1,015,525 901,807 (113,718)
Victory Stock
Index Fund 91 3,258,556 -- -- 3,258,556 --
Victory Stock
Index Fund 84 -- 1,384,609 1,240,541 1,384,609 144,068
Victory Balanced
Fund 70 2,422,422 -- -- 2,422,422 --
Victory Balanced
Fund 93 -- 1,642,148 1,569,959 1,642,148 72,189
There were no category (i) (ii) or (iv) reportable transactions during 1999.
14
SIGNATURES
The Plan. 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: April 18, 2000 By: /s/ Michael L. Roane
Printed Name: Michael L. Roane
Title: Plan Administrator
15
GREIF BROS. 401(K) RETIREMENT PLAN AND TRUST
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1999
INDEX TO EXHIBITS
Exhibit No. Description Page No.
1 Consent of Ernst & Young LLP Page 16
16 EXHIBIT 1 Consent of Ernst & Young LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Greif Bros. 401(k) Retirement Plan and Trust of our report dated March 17, 2000, with respect to the financial statements of the Greif Bros. 401(k) Retirement Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/ Ernst & Young LLP Columbus, Ohio April 12, 2000