Greif, Inc. Form 11-K (Greif Bros Riverville Mill Employees Retirement Plan)

 

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.

  

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
Investment


   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.

  

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