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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 11-K

 

(Mark One)

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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2002

 

OR

 

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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission file number 001-00566

 

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A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Greif Bros. Corporation Production Associates

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, Inc.

425 Winter Road

Delaware, Ohio 43015

 

Exhibit Index on Page 14.

 

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REQUIRED INFORMATION

 

The following financial statements and supplemental schedule for the Greif Bros. Corporation Production Associates 401(k) Retirement Plan and Trust are being filed herewith:

 

Description		Page No.
Financial Statements and Supplemental Schedule:
December 31, 2002 and 2001 and the year ended December 31, 2002
Report of Independent Auditors		Page 3
Financial Statements:
Statements of Net Assets Available for Benefits		Page 4
Statement of Changes in Net Assets Available for Benefits		Page 5
Notes to Financial Statements		Pages 6 through 11
Supplemental Schedule:
Schedule H, Line 4i – Schedule of Assets Held for Investment Purposes at End of Year		Page 12

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description		Page No.
1		Consent of Ernst & Young LLP		Page 15
99.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Page 16

 

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Report of Independent Auditors

 

To the Participants and Administrator of

the Greif Bros. Corporation Production Associates

401(k) Retirement Plan and Trust

 

We have audited the accompanying statements of net assets available for benefits of Greif Bros. Corporation Production Associates 401(k) Retirement Plan and Trust (the “Plan”) as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements and schedule 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, 2002 and 2001, and the changes in its net assets available for benefits for the year ended December 31, 2002, 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 at end of year as of December 31, 2002 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 audit 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 2, 2003

 

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Greif Bros. Corporation

Production Associates 401(k) Retirement Plan and Trust

 

Statements of Net Assets Available for Benefits

 

		December 31,
		2002				2001
Investments, at fair value:
Common/collective funds		$	1,338,656			$	1,171,748
Mutual funds			3,208,322				3,275,454
Common stock			60,922				51,501
Participant notes receivable			451,608				341,375
Total investments			5,059,508				4,840,078
Employer contributions receivable			2,061				1,981
Employee contributions receivable			16,028				15,798
			18,089				17,779
Other			(21,648	)			(549	)
Net assets available for benefits		$	5,055,949			$	4,857,308

 

 

 

See accompanying notes.

 

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Greif Bros. Corporation

Production Associates 401(k) Retirement Plan and Trust

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31, 2002

 

Additions:
Employee contributions		$	1,032,860
Employer contributions			217,936
Investment income (loss):
Net depreciation in fair value of investments			(680,954	)
Interest and dividend income			83,675
			(597,279	)
Deductions:
Net transfers to other plans			(98,443	)
Benefits paid to participants			(356,433	)
Net increase in net assets			198,641
Net assets available for benefits, beginning of year			4,857,308
Net assets available for benefits, end of year		$	5,055,949

 

 

 

See accompanying notes.

 

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Greif Bros. Corporation

Production Associates 401(k) Retirement Plan and Trust

 

Notes to Financial Statements

 

December 31, 2002

 

1. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements of the Greif Bros. Corporation Production Associates 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 values of the participation units owned by the Plan in the funds are based on the redemption value as determined by Key Trust Company of Ohio, NA (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, Inc. (the “Sponsor”).

 

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Greif Bros. Corporation

Production Associates 401(k) Retirement Plan and Trust

 

Notes to Financial Statements

 

December 31, 2002

 

2. Description of the Plan

 

The following brief description of the Plan is provided for general information purposes only. Participants should refer to the plan document for more complete information.

 

General

 

The Plan is a defined contribution plan covering all eligible employees with special incentives for retirement savings and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan was adopted effective January 1, 1997. Employees 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 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

 

For employees covered under a collective bargaining agreement, the employer matching contributions are contributed in accordance with their respective bargaining agreement.

 

Employer matching contributions for non-union participants are contributed at an amount equal to 30% of each participant’s before tax contributions up to the extent that such before tax contributions do not exceed 6% of their annual compensation.

 

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Greif Bros. Corporation

Production Associates 401(k) Retirement Plan and Trust

 

Notes to Financial Statements

 

December 31, 2002

 

2. Description of the Plan (continued)

 

Employer Contributions (continued)

 

In addition to employee contributions required by certain collective bargaining agreements, the Sponsor may also make contributions, if necessary, to comply with certain non-discrimination requirements of the Internal Revenue Code (“IRC”). These qualified contributions used to comply with the IRC requirements will be fully vested when made and subject to the same withdrawal provisions as 401(k) deferrals.

 

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 account. 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 in any of the following collective/common and mutual funds held by the Trustee: Victory Money Market Fund, EB Money Market Fund, Victory MaGic Fund, AIM Value Fund, Franklin Small/Mid Cap Growth Fund, Janus Twenty Fund, Janus Overseas Fund, Victory Life Choice Growth Investor 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 funds which invest primarily in common shares of Greif, Inc.

 

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Greif Bros. Corporation

Production Associates 401(k) Retirement Plan and Trust

 

Notes to Financial Statements

 

December 31, 2002

 

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 ½. 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 or by installment payments.

 

Plan Termination

 

Although it has not expressed any intent to do so, the Company 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 IRC.

 

3. Investments

 

During 2002, the Plan’s investments (including investments bought, sold, as well as held during the year) appreciated/(depreciated) in fair value as follows:

 

		Net Realized and Unrealized Appreciation/ (Depreciation) in Fair Value of Investments
Mutual and Common/Collective Funds		$	(662,264	)
Common Stock			(18,690	)
		$	(680,954	)

 

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Greif Bros. Corporation

Production Associates 401(k) Retirement Plan and Trust

 

Notes to Financial Statements

 

December 31, 2002

 

3. Investments (continued)

 

Investments that represent 5% or more of fair value of the Plan’s net assets are as follows:

 

		December 31,
		2002			2001
Franklin Small/Mid Cap Growth Fund		$	376,570		$	403,598
Victory Life Choice Moderate Investor Fund			971,045			1,047,888
Victory Stock Index Fund			868,511			967,715
Victory Money Market Fund			568,873			399,883
Victory MaGic Fund			766,581			768,923
PIMCO Total Return Fund			395,671			278,809
Participant Loans, at estimated fair value			451,608			341,375

 

4. Transactions with Parties in Interest

 

As of December 31, 2002 and 2001, the Plan owned 2,560 and 1,563 shares of the Sponsor’s common stock with a fair value of $60,922 and $51,501, respectively. Cash dividends received from the Company were $1,094 for the year ended December 31, 2002.

 

5. Income Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service dated March 12, 2003, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax exempt. To the extent that any operational issues are identified, the plan administrator has agreed to take appropriate corrective actions.

 

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Greif Bros. Corporation

Production Associates 401(k) Retirement Plan and Trust

 

Notes to Financial Statements

 

December 31, 2002

 

6. Differences Between Financial Statements and Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

 

		December 31,
		2002				2001
Net assets available for benefits per the financial statements		$	5,055,949			$	4,857,308
Participant loans deemed distributions			(10,266	)			(5,270	)
Net assets available for benefits per the Form 5500		$	5,045,683			$	4,852,038

 

The above amounts related to participant loans, which were defaulted and deemed distributions as recorded in the Form 5500.

 

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Greif Bros. Corporation

Production Associates 401(k) Retirement Plan and Trust

EIN 31-4388903 Plan 004

 

Schedule H, Line 4i- Schedule of Assets Held for Investment Purposes

 

December 31, 2002

 

Shares		Investment Description		Share Price		Fair Value
		Equity Mutual Funds
10,620		AIM Value Fund		7.51		$	79,755
17,156		Franklin Small/Mid Cap Growth Fund		21.95			376,569
6,897		Janus Twenty Fund		29.01			200,073
14,393		Janus Overseas Fund		15.29			220,071
7,827		Victory Life Choice Growth Investor Fund		7.58			59,327
112,260		Victory Life Choice Moderate Investor Fund		8.65			971,045
4,076		Victory Life Choice Conservative Investor Fund		9.15			37,300
66,757		Victory Stock Index Fund		13.01			868,511
		Fixed Income Mutual Funds
37,083		PIMCO Total Return Fund		10.67			395,671
		Total mutual funds					3,208,322
		Common/Collective Funds
40,525		Victory Money Market Fund		14.04			568,873
47,815		Victory MaGic Fund		16.03			766,580
3,203		EB Money Market Fund		1.00			3,203
		Total common/collective funds					1,338,656
		Common Stock
2,560		Greif, Inc. Common Stock*		23.80			60,922
		Loans to Participants
		Participant notes receivable, with interest rates of 5.75% to 10.5%, with various due dates		1.00			451,608
		Total investments				$	5,059,508

 

*

Indicates party-in-interest to the Plan.

 

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SIGNATURES

 

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. CORPORATION PRODUCTION ASSOCIATES 401(K) RETIREMENT PLAN AND TRUST
Date:		June 20, 2003				By:		/s/    MICHAEL L. ROANE
						Printed Name:                  Michael L. Roane
						Title:                                Plan Administrator

 

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GREIF BROS. CORPORATION PRODUCTION ASSOCIATES

401(K) RETIREMENT PLAN AND TRUST

ANNUAL REPORT ON FORM 11-K

FOR FISCAL YEAR ENDED DECEMBER 31, 2002

 

INDEX TO EXHIBITS

 

Exhibit No.		Description		Page No.
1		Consent of Ernst & Young LLP		Page 15
99.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Page 16

 

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                                                                       EXHIBIT 1

                          Consent of Ernst & Young LLP

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-46134) pertaining to the Greif Bros. Corporation Production
Associates 401(k) Retirement Plan and Trust of our report dated May 2, 2003,
with respect to the financial statements of the Greif Bros. Corporation
Production Associates 401(k) Retirement Plan and Trust included in this Annual
Report (Form 11-K) for the year ended December 31, 2002.

                                                     /s/ ERNST & YOUNG LLP


Columbus, Ohio
June 19, 2003

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                                                                    EXHIBIT 99.1

                Certification Pursuant to 18 U.S.C. Section 1350,
      as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         In connection with the Annual Report of Greif Bros. Corporation
Production Associates 401(k) Retirement Plan and Trust (the "Plan") on Form 11-K
for the annual period ended December 31, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Michael L. Roane,
as plan administrator, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

         (1)  The Report fully complies with the requirements of section 13(a)
              or 15(d) of the Securities Exchange Act of 1934; and

         (2)  The information contained in the Report fairly presents, in all
              material respects, the net assets available for benefits and
              changes in net assets available for benefits of the Plan.

Date: June 20, 2003                                /s/ Michael L. Roane
                                                   --------------------------
                                                   Michael L. Roane,
                                                   Plan Administrator

         A signed original of this written statement required by Section 906 has
been provided to the Plan and will be retained by the Plan and furnished
to the Securities and Exchange Commission or its staff upon request.

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