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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 30, 2001
(January 26, 2001)
GREIF BROS. CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-566 31-4388903
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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 or former address, if changed since last report)
Page 1 of 9 Pages
Index to Exhibits at Page 4
Item 5. Other Events
Industrial Shipping Containers Acquisition
On October 27, 2000, as amended, the Company signed a definitive
agreement to purchase the Industrial Packaging Division
of Royal Packaging Industries Van Leer N.V., a Netherlands
limited liability company, ("Van Leer Industrial") from
Huhtamaki Van Leer Oyj, a Finish corporation, ("Huhtamaki")
for $555 million less the amount of Van Leer Industrial's debt
and certain other obligations as of the closing date. Van Leer
Industrial is a leading worldwide provider of industrial
packaging and components, including steel, fibre and plastic
drums, polycarbonate water bottles, as well as intermediate bulk
containers and closure systems with operations in over 40
countries. Van Leer Industrial reported EUR 921 million in net
sales for its fiscal year ended December 31, 1999.
The transaction will be accounted for as a purchase and is
expected to be completed during the first quarter of calendar
2001 subject to regulatory and other approvals. The Company
expects to finance the purchase through additional long-term
borrowings.
The amendment to this transaction is more fully described in a
press release issued by the Company dated January 26, 2001, which
is included herewith as Exhibit 99.1.
Sale and Purchase of Timber Properties
On December 21, 2000, Soterra LLC, a wholly-owned subsidiary of
the Company, sold certain hardwood timberlands to a third party
situated in Arkansas, Mississippi and Louisiana for approximately
$44 million. As such, the Company recognized a gain of
approximately $43 million related to this transaction. In
addition, an agreement to sell other hardwood timberlands for
approximately $30 million in March 2001 was signed in December
2000. A total of approximately 65,000 acres of timber properties
were sold or will be sold as a result of these transactions.
On December 21, 2000, Soterra LLC, a wholly-owned subsidiary of
the Company, purchased certain softwood timberlands from a third
party situated in Louisiana for approximately $43 million. In a
related agreement signed in December 2000, the Company agreed to
purchase other softwood timberlands for approximately $43 million
in March 2001. A total of approximately 63,000 acres of timber
properties were purchased or will be purchased as a result of
these transactions.
Page 2 of 9 Pages
The gains on the sales transactions, as described above, will be
recognized under accounting principles generally accepted in the
United States. For tax purposes, the transactions will be
treated as like-kind exchanges pursuant to Section 1031 of the
Internal Revenue Code, and will result in a deferral of the tax
gain on the sale transactions.
The transactions are more fully described in a press release
issued by the Company dated January 26, 2001, which is included
herewith as Exhibit 99.2.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Number Description
99.1 Press Release dated
January 26, 2001 issued
by the Company.
99.2 Press Release dated
January 26, 2001 issued
by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
DATE: January 30, 2001 Greif Bros. Corporation
BY /s/ Kenneth E. Kutcher
Kenneth E. Kutcher, Chief
Financial Officer and
Secretary
Page 3 of 9 Pages
INDEX TO EXHIBITS
Exhibit Number Description Pages
99.1 Press Release dated 5 - 6
January 26, 2001 issued
by the Company.
99.2 Press Release dated 7 - 9
January 26, 2001 issued
by the Company.
Page 4 of 9 Pages
Exhibit 99.1
PRESS RELEASE DATED JANUARY 26, 2001
ISSUED BY THE COMPANY
FOR IMMEDIATE RELEASE
GREIF BROS. CORPORATION ANNOUNCES
REVISED PURCHASE PRICE FOR VAN LEER INDUSTRIAL
DELAWARE, Ohio (January 26, 2001) Greif Bros. Corporation
(NASDAQ: GBCOA/GBCOB), the leading U.S. manufacturer of
industrial shipping containers, today announced the purchase
price for the Van Leer industrial packaging division ("Van Leer
Industrial") of Huhtamaki Van Leer Oyj of Espoo, Finland (HEX:
HVL1V and AEX: HVL) will be US $555 million, which includes the
assumption of debt and other obligations.
On October 30, 2000, the Company announced the purchase price was
expected to be US $620 million, which also included the
assumption of debt and other obligations as of the closing date.
The reduction in the final purchase price was made as a result of
additional due diligence performed after the transaction
announcement.
As previously reported, the Company anticipates this transaction
will close during the first quarter of calendar 2001.
Van Leer Industrial, headquartered in Amsterdam, The Netherlands,
is a leading worldwide provider of industrial packaging and
components, including steel, fibre and plastic drums,
intermediate bulk containers and closure systems. This
acquisition is expected to effectively double the size of Greif
and establishes a strong competitive position for the Company in
key global markets.
About Greif Bros. Corporation
Greif, which is headquartered in Delaware, Ohio, has been a
packaging Company since its inception in 1877. Greif provides
industrial container and packaging solutions and services,
primarily to North American-based industries. The Company
manufactures a broad variety of industrial shipping containers
(which include fibre drums, plastic drums, steel drums, and
intermediate bulk containers) and containerboard and corrugated
products (which include semichemical and recycled medium,
recycled linerboard, corrugated boxes, corrugated honeycomb
products, and multiwall packaging) as well as manages timber
Page 5 of 9 Pages
properties. Greif has over 5,000 employees in the U.S., Canada,
and Mexico. Additional corporate information is on the Company's
web site at www.greif.com.
Some of the information in this press release 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, including the statements that
the Company anticipates this transaction will close during the
first quarter of calendar 2001 (paragraph three), and the
acquisition is expected to effectively double the size of Greif
and establishes a strong competitive position for the Company in
key global markets (paragraph four). Risks and uncertainties
that might cause a difference include, but are not limited to,
changes in general business and economic conditions, risks of
doing business in foreign countries, litigation or claims against
the Company pertaining to this transaction, risks associated with
the Company's acquisition strategy, and the Company's ability to
integrate its newly acquired operations effectively with its
existing businesses. These and other risks and uncertainties that
could materially affect the financial results of the Company are
further discussed in the Company's Annual Report on Form 10-K for
the year ended October 31, 1999. All forward-looking statements
made in this announcement are based on information presently
available to the management of the Company. The Company assumes
no obligation to update any forward-looking statement.
Media Inquiries
Anita Bose
Robinson Lerer & Montgomery
212-484-7699
Shareholder/Analyst/Investor Inquiries
Bob Lentz
Robert A. Lentz & Associates
614-876-2000
Page 6 of 9 Pages
Exhibit 99.2
PRESS RELEASE DATED JANUARY 26, 2001
ISSUED BY THE COMPANY
FOR IMMEDIATE RELEASE
GREIF BROS. CORPORATON PURCHASES PINE TIMBER PROPERTIES
TO FURTHER OPTIMIZE ANNUAL YIELDS
DELAWARE, Ohio (January 26, 2001) Greif Bros. Corporation
(NASDAQ: GBCOA/GBCOB), a leading U.S. industrial packaging
company with a core timber business, today announced a major
transaction that is expected to enhance future yields from the
Company's timber properties.
The Company has agreed to purchase approximately 63,000 acres of
pine timber in Louisiana for $85.9 million. The closing will
take place in two installments, which includes $42.8 million paid
in December 2000 and an additional $43.1 million that is expected
to be paid in March 2001. A portion of the property will be
transferred at each closing.
"Our business strategy focuses on valuable pine timber and having
a continuous supply available to meet the demands of each harvest
year," stated Charles R. Chandler, president of Greif's timber
business. "These acquired lands contain various stages of pine
tree growth that augment our current portfolio and will help us
achieve our long-term yield objective of $30 million to $40
million of annual timber sales. This is in addition to intensive
efforts to regenerate our forests for an ongoing supply of
timber."
The Company has also agreed to sell approximately 65,000 acres of
hardwood timber in Arkansas, Mississippi and Louisiana for $74.4
million. In December 2000, $44.4 million of these properties
were sold and a portion of the acreage was transferred. The sale
of the remaining $30.0 million of timber properties is expected
to close in March 2001.
Page 7 of 9 Pages
The Company's first quarter 2001 financial results will include a
$43.0 million pre-tax gain from the $44.4 million portion of the
sale that closed in December 2000. This is anticipated to
represent net earnings of approximately $0.95 per Class A share
and $1.41 per Class B share for the three months ended January
31, 2001. An additional pre-tax gain of approximately $27 million
is expected to be included in the Company's second quarter 2001
results related to the $30.0 million portion of the sale.
Following completion of these transactions, the Company will own
approximately 279,000 acres of timber properties in the
southeastern United States.
About Greif Bros. Corporation
Greif, which is headquartered in Delaware, Ohio, has been a
packaging company since its inception in 1877. Greif provides
industrial container and packaging solutions and services,
primarily to North American-based industries. The Company
manufactures a broad variety of industrial shipping containers
(which include fibre drums, plastic drums, steel drums, and
intermediate bulk containers) and containerboard and corrugated
products (which include semichemical and recycled medium,
recycled linerboard, corrugated boxes, corrugated honeycomb
products, and multiwall packaging) as well as manages timber
properties. Greif has approximately 5,000 employees in the U.S.,
Canada, and Mexico. Additional corporate information is on the
Company's web site at www.greif.com.
Some of the information in this press release 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, including the statements that
the purchase transaction is expected to enhance future yields
from the Company's timber properties (paragraph one), the final
closing for each transaction is expected to take place in March
2001 (paragraph two and paragraph four), the gain on the sale is
anticipated to represent net earnings of approximately $0.95 per
Class A share and $1.41 per Class B share for the three months
ended January 31, 2001 (paragraph five), and the pre-tax gain of
approximately $27 million is expected to be included in the
Company's second quarter 2001 results (paragraph five). Risks
and uncertainties that might cause a difference include, but are
not limited to, changes in general business and economic
conditions and litigation or claims against the Company
pertaining to these transactions. These and other risks and
uncertainties that could materially affect the financial results
of the Company are further discussed in the Company's Annual
Report on Form 10-K for the year ended October 31, 1999. All
forward-looking statements made in this announcement are based on
information presently available to the management of the Company.
The Company assumes no obligation to update any forward-looking
statement.
Page 8 of 9 Pages
Media Inquiries:
Anita Bose
Robinson Lerer & Montgomery
212-484-7699
Shareholder/Analyst/Investor Inquiries:
Bob Lentz
Robert A. Lentz & Associates
614-876-2000
Page 9 of 9 Pages