1 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) June 12, 1998 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 6 Pages Index to Exhibits at Page 3
2 Item 5. Other Events On June 12, 1998, Greif Bros. Corporation announced second quarter results, quarterly cash dividends and a restructuring charge. In the press release, the Company discussed its plan to consolidate 18 plants based on a study regarding consolidations to optimize the operating efficiencies and capabilities of the Company. As a result of the restructuring, the Company will recognize a charge of approximately $27.5 million in the third quarter of 1998. A copy of the press release is included herewith as Exhibit 99. Item 7. Financial Statements and Exhibits (a) - (b) Not applicable (c) Exhibits: Exhibit Number Description 99 Press Release issued June 12, 1998 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. Greif Bros. Corporation DATE: June 12,1998 BY /s/ Michael J. Gasser Michael J. Gasser, Chairman and Chief Executive Officer
3 INDEX TO EXHIBITS Exhibit Number Description Pages 99 Press Release issued 4 - 6 June 12, 1998
4 Exhibit 99 PRESS RELEASE ISSUED JUNE 12, 1998 FOR IMMEDIATE RELEASE For additional information contact: Michael J. Gasser Chairman and Chief Executive Officer (740) 549-6000 GREIF BROS. CORPORATION ANNOUNCES SECOND QUARTER RESULTS, DECLARES QUARTERLY CASH DIVIDEND AND ANNOUNCES RESTRUCTURING RESERVE AND PLANT CONSOLIDATIONS DELAWARE, Ohio -- (June 12, 1998) Greif Bros. Corporation (Nasdaq: GBCOA; GBCOB) today announced results for the six months ended April 30, 1998. Net sales totaled $360,966,000 for the first half of fiscal 1998 versus $304,899,000 for the same period last year. Net income increased to $22,208,000 for the six months ended April 30, 1998, compared to $8,065,000 a year ago. Michael J. Gasser, Chairman and CEO, stated, "We have been able to capitalize on the initiatives that we started a year ago, coupled with our operating strength and improvement in the containerboard market. All of these factors have enabled us to positively affect our first six months' results." The Board of Directors declared quarterly cash dividends on both classes of the Company's common stock. The dividends, $0.12 per share for Class A Common Stock and $0.18 per share for Class B Common Stock, are payable on July 1, 1998 to stockholders of record as of June 22, 1998. The Company recently completed a study concerning consolidation of operations in order to optimize operating efficiencies and capabilities. This included a review of facilities resulting from the recent acquisition of the industrial container business of Sonoco Products Company (NYSE:SON) as well as a number of other fibre, steel, plastic and corrugated plants.
5 The Company has formulated a plan to consolidate 18 plants and will recognize a restructuring charge of approximately $27,500,000 in the third quarter of fiscal 1998. This reserve will primarily include employee separation costs as well as other anticipated plant closing costs. Management believes, upon completion of the consolidation, positive contributions to earnings from these actions could approximate an amount equal to the restructuring charge on an annualized basis. These contributions are expected to begin in the latter part of fiscal year 1998; however, the most significant impact will be realized in fiscal year 1999 when the plan is fully implemented. As part of this consolidation program the Company will be divesting excess facilities and proceeds will be recognized at the time of disposition. As a first step in this consolidation process, the Company announced the closure of one of its facilities in Charlotte, North Carolina, one of its facilities in Atlanta, Georgia and the closure of the Company's Carteret, New Jersey facility. Michael J. Gasser also stated, "Combining plants will allow Greif Bros. Corporation to be more efficient in delivering to customers the most innovative and cost effective packaging to meet their needs." Statements made in this release which state the Company's or management's intentions, hopes, beliefs, expectations, or predictions of the future are forward-looking statements. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward- looking statements are contained in the Company's SEC filings, including but not limited to the Company's report on Form 10-K and Annual Report for the year ended October 31, 1997. Greif Bros. Corporation manufactures and markets a broad variety of superior quality industrial packaging and components including steel drums, fibre drums, plastic drums and multiwall bags. The Company is integrated, from its timberlands to corrugated sheet and box operations, including both virgin and recycled paper mills. With operations in the United States, Canada and Mexico, Greif Bros. provides innovative products, services and solutions to meet the ever changing needs of its customers.
6 GREIF BROS. CORPORATION FINANCIAL HIGHLIGHTS (Dollars in thousands, except per share amounts) Three months ended April 30, Six Months Ended April 30, 1998 1997 1998 1997 Net Sales $191,269 $152,529 $360,966 $304,899 Other income: Gain on timber sales 3,382 2,058 6,169 3,597 Interest and other 2,316 4,649 4,826 7,116 Total 196,967 159,236 371,961 315,612 Costs and expenses: Cost of products sold 153,632 134,921 291,809 266,250 Selling, general and administrative 21,272 17,812 41,596 35,024 Interest 2,201 923 3,431 1,673 Total 177,105 153,656 336,836 302,947 Income before income taxes 19,862 5,580 35,125 12,665 Taxes on income 7,270 2,000 12,917 4,600 Net income $ 12,592 $ 3,580 $ 22,208 $ 8,065 Average Shares (Basic): Class A Common Stock 10,904,755 10,873,172 10,903,359 10,873,172 Class B Common Stock 12,001,793 12,001,793 12,001,793 12,001,793 Average Shares (Diluted): Class A Common Stock 10,977,776 10,886,060 10,967,744 10,886,060 Class B Common Stock 12,001,793 12,001,793 12,001,793 12,001,793 Net Income Per Share (Basic and Diluted): Class A Common Stock $0.52 $0.12 $0.91 $0.26 Class B Common Stock $0.58 $0.18 $1.02 $0.43 April 30, 1998 October 31, 1997 Total Assets $829,497 $550,089 Total Shareholders' Equity $412,668 $400,138