UNITED STATES
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, 2002 |
OR
| ¨ | 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
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Greif Bros. Riverville Mill Employees
Retirement Savings 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 12.
REQUIRED INFORMATION
The following financial statements and supplemental schedule for the Greif Bros. Riverville Mill Employees Retirement Savings 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 9 | |
| Supplemental Schedule: | ||
| Schedule H, Line 4i — Schedule of Assets Held for Investment Purposes at End of Year |
Page 10 | |
The following exhibits are being filed herewith:
| Exhibit No. |
Description |
Page No. | ||
| 1 |
Consent of Ernst & Young LLP |
Page 13 | ||
| 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 14 | ||
2
Report of Independent Auditors
To the Participants and Administrator of
the Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
We have audited the accompanying statements of net assets available for benefits of the Greif Bros. Riverville Mill Employees Retirement Savings 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 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 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
April 3, 2003
3
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Statements of Net Assets Available for Benefits
| December 31, | ||||||
| 2002 |
2001 | |||||
| Assets |
||||||
| Investments, at fair value |
$ | 11,616,694 | $ | 12,676,659 | ||
| Receivables |
22,757 | — | ||||
| Liabilities |
||||||
| Due to broker for securities purchased |
22,697 | 3,787 | ||||
| Net assets available for benefits |
$ | 11,616,754 | $ | 12,672,872 | ||
See accompanying notes.
4
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2002
| Additions: |
||||
| Contributions from participants |
$ | 947,277 | ||
| Investment income (loss): |
||||
| Net depreciation in the fair value of investments (Note 3) |
(1,770,077 | ) | ||
| Interest and dividends |
144,738 | |||
| (678,062 | ) | |||
| Deductions: |
||||
| Benefits paid to participants |
(378,056 | ) | ||
| Decrease in net assets available for benefits |
(1,056,118 | ) | ||
| Net assets available for benefits: |
||||
| Beginning of year |
12,672,872 | |||
| End of year |
$ | 11,616,754 | ||
See accompanying notes.
5
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 2002
1. Description of the Plan
The following brief description of the Greif Bros. Riverville Mill Employees Retirement Savings Plan and Trust (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description document for more complete information.
General
The Plan is a contributory defined contribution plan covering all eligible employees who are not covered by a collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Contributions
Each year, participants may contribute up to 20% of their annual compensation as defined in the Plan, limited to the maximum allowable under the Internal Revenue Code (“IRC”). Upon enrollment, a participant may direct their contributions in 5% increments to any of the Plan’s fund options. Participants may change their investment options at any time.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of Plan earnings. Allocations are based on participant account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Participant Loans
Participants may borrow from their fund accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1-5 years or up to 20 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate of 1% above prime at the time of the loan. Principal and interest is paid ratably through quarterly payroll deductions.
6
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 2002
1. Description of the Plan (continued)
Vesting
Participants have full and immediate vesting in their contributions and related income credited to their accounts.
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 a named beneficiary in the event of the participant’s death. Distributions are made in lump sum.
Plan Termination
Although it has not expressed any intent to do so, Grief, Inc. ( the “Sponsor”) has the right under the Plan to discontinue and terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, any expenses involved will be paid by the Sponsor. The final amounts accumulated in the participant’s accounts will be distributed in accordance with Section 401(k)(10) of the IRC.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting.
Investments
The Plan’s investments are stated at fair value. Investments are valued at quoted market prices, which represent the net asset values of units held by the Plan at year-end. The participant loans are valued at their outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
7
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 2002
2. Significant Accounting Policies (continued)
Payment of Benefits
Benefit payments are recorded upon distribution.
Administrative Expenses
All administrative expenses of the Plan are paid by the Sponsor
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plan to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
3. Investments
During 2002, 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 Appreciation (Depreciation) in the Fair Value of Investments |
||||
| Common Stock |
$ | (19,963 | ) | |
| Mutual/Common/Collective Funds |
(1,750,114 | ) | ||
| $ | (1,770,077 | ) | ||
8
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 2002
3. Investments (continued)
Investments representing 5% or more of the fair value of net assets available for benefits are as follows:
| December 31, | ||||||
| 2002 |
2001 | |||||
| Victory Stock Index Fund |
$ | 905,469 | $ | 1,233,075 | ||
| Victory Lifechoice Moderate Investor Fund |
635,074 | 725,019 | ||||
| AIM Value Fund |
— | 2,148,052 | ||||
| AIM Premier Equity Fund |
1,446,803 | — | ||||
| Franklin Small-Mid Cap Growth Fund |
979,356 | 1,435,158 | ||||
| Janus Twenty Fund Inc. |
905,921 | 1,202,869 | ||||
| PIMCO Total Return Fund |
1,275,699 | 1,006,686 | ||||
| Victory DCS Magic Fund |
4,599,893 | 3,857,307 | ||||
4. Transactions with Parties in Interest
As of December 31, 2002 and 2001, the Plan owned 2,669 and 2,042 shares of the Sponsor’s common stock with a fair value of $63,522 and $67,284, respectively.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated January 25, 1996, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan Administrator believes the Plan, as amended and restated, 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.
9
Greif Bros. Riverville Mill
Employees Retirement Savings Plan and Trust
EIN 31-4388903 Plan No. 007
Schedule H, Line 4i—Schedule of Assets Held
for Investment Purposes at End of Year
December 31, 2002
| Identity of Issue |
Description of |
Fair Value | |||
| Key Trust Company of Ohio, N.A. |
|||||
| Common/Collective Fixed Income Funds: |
|||||
| Victory DCS Money Market Fund |
5,767 | $ | 80,952 | ||
| Victory DCS Magic Fund |
286,914 | 4,599,893 | |||
| Mutual Funds: |
|||||
| AIM Premier Equity Fund |
192,650 units | 1,446,803 | |||
| Franklin Small-Mid Cap Growth Fund |
44,618 units | 979,356 | |||
| Janus Twenty Fund Inc. |
31,228 units | 905,921 | |||
| Janus Overseas Fund |
25,758 units | 393,834 | |||
| Victory Lifechoice Growth Investor Fund |
10,453 units | 79,237 | |||
| Victory Lifechoice Moderate Investor Fund |
73,419 units | 635,074 | |||
| Victory Lifechoice Conservative Investor Fund |
3,745 units | 34,265 | |||
| Victory Stock Index Fund |
69,598 units | 905,469 | |||
| PIMCO Total Return Fund |
119,559 units | 1,275,699 | |||
| Common Stock: |
|||||
| Greif, Inc.* |
2,669 units | 63,522 | |||
| Interest bearing cash |
2,559 units | 2,900 | |||
| Participant loans |
Interest rate range 8.25% to 9.5% |
213,769 | |||
| $ | 11,616,694 | ||||
* Indicates party-in-interest to the Plan
10
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. RIVERVILLE MILL EMPLOYEES RETIREMENT SAVINGS PLAN AND TRUST | ||||||||
| Date: | June 20, 2003 |
By: | /s/ MICHAEL L. ROANE | |||||
| Printed Name: Michael L. Roane | ||||||||
| Title: Plan Administrator | ||||||||
11
GREIF BROS. RIVERVILLE MILL
EMPLOYEES RETIREMENT SAVINGS 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 13 | ||
| 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 14 | ||
12
EXHIBIT 1 Consent of Ernst & Young LLP We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-46136) pertaining to the Greif Bros. Riverville Mill Employees Retirement Plan and Trust of our report dated April 3, 2003, with respect to the financial statements and schedule of the Greif Bros. Riverville Mill Employees Retirement Savings 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 13
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. Riverville Mill Employees Retirement Savings 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. 14