1 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, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ___________ Commission file number 333-35048 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 13.
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, 2000 and 1999 Statement of Changes in Net Assets Available Page 5 for Benefits for the Year Ended December 31, 2000 Notes to Financial Statements - December 31, 2000 Pages 6 through 10 Supplemental Schedules: - ---------------------- Schedule of Assets Held for Investment Page 11 Purposes as of December 31, 2000 The following exhibit is being filed herewith: Exhibit No. Description Page No. - ----------- ----------- -------- 1 Consent of Ernst & Young LLP Page 14 2
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 (the "Plan") as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. 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, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 31, 2000, 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 as of December 31, 2000, 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 LLP May 30, 2001 3
4 Greif Bros. 401(k) Retirement Plan and Trust Statements of Net Assets Available for Benefits DECEMBER 31 2000 1999 --------------------------------------- Investments, at fair value: Common/collective funds $ 9,272,881 $10,017,088 Mutual funds 28,214,093 29,315,193 Common stock 1,725,846 1,555,389 Participant notes receivable 964,209 956,307 --------------------------------------- Total investments 40,177,029 41,843,977 Receivables: Employer's contributions 54,906 74,931 Participants' contributions 317,615 300,812 --------------------------------------- 372,521 375,743 Other 7,726 5,727 --------------------------------------- Net assets available for benefits $ 40,557,276 $42,225,447 ======================================= See accompanying notes. 4
5 Greif Bros. 401(k) Retirement Plan and Trust Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2000 Additions: Contributions from participants $ 3,462,825 Contributions from employer 624,516 Rollover contributions 356,614 Transfers from other plans 474,427 Investment income (loss): Net depreciation in fair value of investments (4,564,232) Interest and dividend income 2,190,180 --------------- (2,374,052) Deductions: Benefits paid to participants (4,212,501) --------------- Net decrease in net assets (1,668,171) Net assets available for benefits, beginning of year 42,225,447 --------------- Net assets available for benefits, end of year $40,557,276 =============== See accompanying notes. 5
6 Greif Bros. 401(k) Retirement Plan and Trust Notes to Financial Statements December 31, 2000 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 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. 6
7 Greif Bros. 401(k) Retirement Plan and Trust Notes to Financial Statements December 31, 2000 2. DESCRIPTION OF THE PLAN (CONTINUED) GENERAL The Plan is a defined contribution plan covering all full-time employees of the Sponsor classified as office or salaried 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. Employees classified as office or salaried are eligible for participation on the first of the month following their date of hire 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"). 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. Employer contributions are limited to 6% of the participant's annual compensation. 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, 2000. 7
8 Greif Bros. 401(k) Retirement Plan and Trust Notes to Financial Statements December 31, 2000 2. DESCRIPTION OF THE PLAN (CONTINUED) 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. VESTING Participants have full and immediate vesting in all participant contributions and related income credited to their accounts. Participants hired prior to July 1, 2000 also have full and immediate vesting in all employer contributions and related income credited to their accounts. Participants hired on or after July 1, 2000 vest in employer contributions ratably over a 5 year period. INVESTMENT OPTIONS Participants may designate how Plan contributions are to be invested. Prior to July 1, 2000, Plan contributions were invested in any combination of the following collective/common and mutual funds held by Key Trust Company of Ohio, NA: Prism Money Market Fund, Prism MaGic Fund, Victory Limited Term Income Fund, Victory Balanced Fund, Victory Stock Index Fund, Victory Special Value Fund and Victory International Growth Fund. Additionally, participants could invest in a fund which invests primarily in common shares of Greif Bros. Corporation. Effective July, 1, 2000, the investment options were changed to the following common/collective and mutual funds held by Key Trust Company of Ohio, NA: Prism Money Market Fund, Prism MaGic Fund, AIM Value Fund, Franklin Small Cap Growth Fund, Janus Twenty Fund, Janus Overseas Fund, Victory Life Choice Growth Investors Fund, Victory Life Choice Moderate Investor Fund, Victory Life Choice Conservative Investor Fund, Victory Stock Index Fund, and the PIMCO Total Return Fund. Additionally, participants may invest in a fund which invests primarily in common shares of Greif Bros. Corporation. 8
9 Greif Bros. 401(k) Retirement Plan and Trust Notes to Financial Statements December 31, 2000 2. DESCRIPTION OF THE PLAN (CONTINUED) 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 payment or by installment payments. 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 2000, 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 DEPRECIATION IN FAIR VALUE OF INVESTMENTS --------------------- Common Stock $ 103,254 Mutual and Collective Funds 4,460,978 --------------------- $4,564,232 ===================== 9
10 Greif Bros. 401(k) Retirement Plan and Trust Notes to Financial Statements December 31, 2000 3. INVESTMENTS (CONTINUED) Investments that represent 5% or more of fair value of the Plan's net assets are as follows: 2000 1999 -------------------------------------------- YEAR ENDED DECEMBER 31: Franklin Small Cap Growth Fund $4,394,020 $ -- Victory Life Choice Moderate Investor Fund 5,529,850 -- Victory Stock Index Fund 10,189,139 15,530,746 Prism MaGic Fund 7,364,278 8,548,228 Victory Balanced Fund -- 9,036,821 Janus Twenty Fund 2,343,962 -- Janus Overseas Fund 2,764,222 -- 4. TRANSACTIONS WITH PARTIES IN INTEREST As of December 31, 2000, the Plan owned 60,556 shares of the Sponsor's common stock. Cash dividends received from the Company were $32,764 for the year ended December 31, 2000. 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 represents that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code"). The Plan administrator believes that the Plan is being operated in compliance with applicable requirements of the Code and, therefore, believes that the Plan is qualified and related trust is tax exempt. 10
11 Greif Bros. 401(k) Retirement Plan and Trust EIN 31-4388903 Plan 004 Schedule H, Line 4i- Schedule of Assets Held for Investment Purposes December 31, 2000 SHARE FAIR SHARES INVESTMENT DESCRIPTION PRICE VALUE - ----------------------------------------------------------------------------------------------------------------- Equity Mutual Funds ------------------- 130,066 AIM Value Fund 12.51 $1,627,121 111,722 Franklin Small Cap Growth Fund 39.33 4,394,020 42,773 Janus Twenty Fund 54.80 2,343,962 104,153 Janus Overseas Fund 26.54 2,764,222 35,534 Victory Life Choice Growth Investor Fund 11.28 400,825 497,289 Victory Life Choice Moderate Investor Fund 11.12 5,529,850 12,663 Victory Life Choice Conservative 10.87 137,646 Investor Fund 476,573 Victory Stock Index Fund 21.38 10,189,139 Fixed Income Mutual Funds ------------------------- 79,625 PIMCO Total Return Fund 10.39 827,308 --------------- Total mutual funds 28,214,093 Common/Collective Fixed Income Funds ------------------------------------ 138,151 Prism Money Market Fund 13.33 1,841,166 511,135 Prism MaGic Fund 14.41 7,364,278 Prism Money Market Fund 1.00 67,437 --------------- Total common/collective funds 9,272,881 Common Stock ------------ 60,556 *Greif Bros. Corporation Common Stock 28.50 1,725,846 Loans to Participants --------------------- Participant notes receivable, with interest rates of 8% to 10.5% and various due dates -- 964,209 --------------- Total investments $40,177,029 =============== * Indicates party-in-interest to the Plan. 11
12 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: June 28, 2001 By: /s/ Michael L. Roane ------------------ ---------------------------------- Printed Name: Michael L. Roane ------------------------ Title: Plan Administrator ------------------------------- 12
13 GREIF BROS. 401(K) RETIREMENT PLAN AND TRUST ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 2000 INDEX TO EXHIBITS ----------------- Exhibit No. Description Page No. - ----------- ----------- -------- 1 Consent of Ernst & Young LLP Page 14 13
1 EXHIBIT 1 Consent of Ernst & Young LLP ---------------------------- We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-35048) pertaining to the Greif Bros. 401(k) Retirement Plan and Trust of our report dated May 30, 2001, 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, 2000. /s/ Ernst & Young LLP Columbus, Ohio June 25, 2001 14