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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
Date of Report (Date of earliest event reported): May 16, 2001 (March 2, 2001)
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GREIF BROS. CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-566 31-4388903
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
425 Winter Road, Delaware, Ohio 43015
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 740-549-6000
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Not Applicable
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(Former name or former address, if changed since last report)
Index to Exhibits on Page 14
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GREIF BROS. CORPORATION
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FORM 8-K/A
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Dated May 16, 2001
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(Amendment No. 1),
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Amending the
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CURRENT REPORT ON FORM 8-K
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Dated March 15, 2001
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Greif Bros. Corporation (the "Company") hereby amends its Current Report on Form
8-K dated March 15, 2001 to include the financial statements and pro forma
financial information set forth below which was omitted from the original filing
pursuant to Items 7(a)(4) and 7(b)(2) of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired.
As previously reported, on March 2, 2001, pursuant to the terms of a
Share Purchase Agreement, dated October 27, 2000, as amended on January
5, 2001 and February 28, 2001, between the Company and Huhtamaki Van
Leer Oyj, a Finnish corporation ("Huhtamaki"), the Company acquired all
of the issued share capital of Royal Packaging Industries Van Leer
N.V., a Dutch limited liability company, Huhtamaki Holding Ltda., a
Brazilian limited liability company, Van Leer France Holding S.A.S., a
French limited liability company, Van Leer Containers Inc., a U.S.
corporation, and American Flange & Manufacturing Company Inc., a U.S.
corporation (collectively, "Van Leer Industrial Packaging"), for $555
million less the amount of Van Leer Industrial Packaging's debt and
certain other obligations (approximately $206 million) as of the
closing date.
The following financial statements of Van Leer Industrial Packaging are
included as Exhibit 99.3 to this Current Report on Form 8-K/A:
(1) Audited financial statements of Van Leer Industrial Packaging
for the years ended December 31, 1999, 1998 and 1997.
(2) Unaudited financial statements of Van Leer Industrial
Packaging for the year ended December 31, 2000.
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(b) Pro Forma Financial Information.
The following Pro Forma Condensed Combined Balance Sheet as of January
31, 2001 and Pro Forma Condensed Combined Statements of Income for the
quarter ended January 31, 2001 and for the year ended October 31, 2000
give effect to the purchase of Van Leer Industrial Packaging and
considers the financing obtained to effect the transaction. The Pro
Forma Condensed Combined Financial Information should be read in
conjunction with: (1) the accompanying Notes to Pro Forma Condensed
Combined Balance Sheet and Notes to Pro Forma Condensed Combined Income
Statements; (2) the audited and unaudited financial statements of Van
Leer Industrial Packaging included as Exhibit 99.3 to this Current
Report on Form 8-K/A; and (3) the Company's Annual Report on Form 10-K
for the year ended October 31, 2000 and the Company's Quarterly Report
on Form 10-Q for the quarter ended January 31, 2001. Adjustments have
been made to reflect the financial statements of Van Leer Industrial
Packaging in accordance with accounting principles generally accepted
in the United States ("U.S. GAAP").
The acquisition of Van Leer Industrial Packaging will use the purchase
method of accounting in accordance with U.S. GAAP. Accordingly, the
purchase consideration for acquiring Van Leer Industrial Packaging will
be allocated to the tangible and intangible assets acquired and the
liabilities assumed, with the excess cost being allocated to goodwill
and presented as an intangible asset. A preliminary allocation of the
purchase price of Van Leer Industrial Packaging has been reflected in
the Pro Forma Condensed Combined Financial Information. A final
allocation of the purchase price of Van Leer Industrial Packaging is
ongoing and is dependent on the completion of certain valuations and
other studies which are expected to be completed prior to the end of
fiscal 2001.
The Pro Forma Condensed Combined Financial Statements are provided for
illustrative purposes only and do not purport to represent what actual
results of operations or financial position would have been had the
acquisition of Van Leer Industrial Packaging occurred on the respective
dates assumed, nor are they necessarily indicative of the Company's
future operating results.
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GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
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PRO FORMA CONDENSED COMBINED BALANCE SHEET
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JANUARY 31, 2001
----------------
(UNAUDITED)
(U.S. Dollars in Thousands)
Van Leer
Greif Bros. Industrial Pro Forma Pro Forma
Corporation Packaging Adjustments Notes Results
-------------- -------------- ------------- ----------- --------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 21,072 $ 33,164 $ -- $ 54,236
Trade accounts receivable 110,115 186,040 -- 296,155
Inventories 41,305 122,769 (2,221) a,b 161,853
Net assets held for sale 8,169 -- -- 8,169
Prepaid expenses and other 13,028 48,237 -- 61,265
-------------- -------------- ------------- --------------
Total current assets 193,689 390,210 (2,221) 581,678
-------------- -------------- ------------- --------------
LONG-TERM ASSETS
Properties, plants and equipment,
net 476,754 331,998 52,875 a,b 861,627
Goodwill and other intangibles 134,534 9,249 19,095 a 162,878
Investment in affiliates 135,801 -- -- 135,801
Other long-term assets 18,021 45,289 16,530 e,f,g 79,840
-------------- -------------- ------------- --------------
Total long-term assets 765,110 386,536 88,500 1,240,146
-------------- -------------- ------------- --------------
Total assets $ 958,799 $ 776,746 $ 86,279 $ 1,821,824
============== ============== ============= ==============
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable $ 37,802 $ 113,467 $ -- $ 151,269
Accrued payrolls and employee
benefits 7,720 8,767 -- 16,487
Restructuring reserves -- -- 12,052 a,c 12,052
Income taxes payable 3,438 -- -- 3,438
Current portion of long-term
obligations -- 19,408 -- 19,408
Other current liabilities 4,368 85,898 -- 90,266
-------------- -------------- ------------- --------------
Total current liabilities 53,328 227,540 12,052 292,920
-------------- -------------- ------------- --------------
LONG-TERM LIABILITIES
Long-term obligations 215,000 22,577 544,911 a,d,e,f,g 782,488
Deferred tax liability 75,529 48,349 -- 123,878
Postretirement benefit liability 20,449 2,699 -- 23,148
Other long-term liabilities 17,407 174,939 (170,042) e 22,304
-------------- -------------- ------------- --------------
Total long-term liabilities 328,385 248,564 374,869 951,818
-------------- -------------- ------------- --------------
SHAREHOLDERS' EQUITY
Capital stock, without par value 10,383 -- -- 10,383
Treasury Stock, at cost (58,011) -- -- (58,011)
Retained earnings 633,599 300,642 (300,642) a,b 633,599
Accumulated other
comprehensive income
- foreign currency translation (7,485) -- -- (7,485)
- interest rate swaps (1,400) -- -- (1,400)
-------------- -------------- ------------- --------------
Total shareholders' equity 577,086 300,642 (300,642) 577,086
-------------- -------------- ------------- --------------
Total liabilities and shareholders'
equity $ 958,799 $ 776,746 $ 86,279 $ 1,821,824
============== ============== ============= ==============
See accompanying Notes to Pro Forma Condensed Combined Balance Sheet
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GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
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NOTES TO PRO FORMA CONDENSED COMBINED BALANCE SHEET
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(U.S. Dollars in Thousands)
Note 1 - Basis of Presentation
------------------------------
The Pro Forma Condensed Combined Balance Sheet as of January 31, 2001 has been
prepared assuming the Company's acquisition of all of the issued share capital
of Van Leer Industrial Packaging, more fully described in Item 2 and Exhibit 2
to the Company's previously filed Current Report on Form 8-K dated March 15,
2001, had occurred on January 31, 2001. The Company has a fiscal year that ends
October 31, whereas Van Leer Industrial Packaging has a fiscal year that ends
December 31. As such, the Pro Forma Condensed Combined Balance Sheet at January
31, 2001 includes the unaudited balance sheet of Van Leer Industrial Packaging
as of December 31, 2000.
The historical financial statements of Van Leer Industrial Packaging contained
in Item 7(a) to this Current Report on Form 8-K/A are denominated in Euros and
have been prepared in accordance with accounting principles generally accepted
in The Netherlands ("Dutch GAAP"). As explained in the accompanying notes to Van
Leer Industrial Packaging's historical financial statements, Dutch GAAP varies
in certain significant respects from U.S. GAAP. The amounts shown for Van Leer
Industrial Packaging in the Pro Forma Condensed Combined Balance Sheet have been
derived from Van Leer Industrial Packaging's unaudited balance sheet as of
December 31, 2000, included in Item 7(a) to this Current Report on Form 8-K/A,
as adjusted to give effect to these Dutch GAAP to U.S. GAAP differences. In
addition, the amounts are presented in U.S. Dollars using the December 31, 2000
exchange rate of .9421 U.S. Dollar per Euro.
Note 2 - Pro Forma Adjustments
------------------------------
Pro forma adjustments to reflect the acquisition of Van Leer Industrial
Packaging are described below. The pro forma adjustments do not include a
restructuring charge resulting from the acquisition of Van Leer Industrial
Packaging that are related to the Company's locations existing prior to the
acquisition date. The amount of this charge, as well as the anticipated savings
from these consolidation activities, will be reported in the Company's Quarterly
Report on Form 10-Q dated April 30, 2001.
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a. EXCESS OF PURCHASE PRICE OVER FAIR VALUE OF NET ASSETS ACQUIRED:
Cash consideration paid to Huhtamaki $ 348,839
Estimated transaction expenses 9,500
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Total purchase price 358,339
Estimated fair value of net assets of
Van Leer Industrial Packaging (see
Note 2(b)) (351,296)
Restructuring reserve (see Note 2 (c)) 12,052
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Excess of purchase price over fair
value of net assets acquired $ 19,095
=========
Amount allocated to goodwill and other
intangible assets $ 19,095
=========
Certain intangible assets , such as the Van Leer tradename, certain
customer relationships, trademarks, patents and other proprietary
information associated with the Tri-Sure Closure system and certain
noncompete agreements, have been identified and will be assigned a fair
value as part of the ongoing purchase price allocation exercise.
b. ESTIMATED FAIR VALUE OF NET ASSETS OF VAN LEER INDUSTRIAL PACKAGING:
Net assets acquired $ 300,642
Preliminary fair value adjustments 50,654
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Estimated fair value of net assets of
Van Leer Industrial Packaging at
acquisition $ 351,296
=========
The allocation of purchase price is based upon preliminary estimates of
the fair value. The actual allocation of the purchase price may differ
from the preliminary allocation due to adjustments to the purchase
price and refinements of the fair values of the net assets acquired.
c. The restructuring reserve of $12,052 primarily relates to the closing
of duplicate facilities in North America, the shutdown of the operation
in Japan, and the elimination of certain other duplicate support
functions. As noted above, this reserve only relates to the Van Leer
Industrial Packaging operations.
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d. The Company purchased the shares of Van Leer Industrial Packaging for
$348,839 in cash and approximately $9,500 in legal and accounting fees
related to the acquisition. The Company financed the purchase price
from its $900 million Senior Secured Credit Agreement, as more fully
described in Item 2 and Exhibit 99.2 of the Company's previously filed
Current Report on Form 8-K dated March 15, 2001. In addition, the
Company refinanced the $215,000 outstanding amount under its then
existing revolving credit facility.
e. At the assumed date of acquisition, the Company borrowed $161,080 under
its $900 million Senior Secured Credit Agreement, as more fully
described in Item 2 and Exhibit 99.2 of the Company's previously filed
Current Report on Form 8-K dated March 15, 2001, to pay Huhtamaki the
net amount of intercompany loans ($8,962 due from Huhtamaki to Van Leer
Industrial Packaging and $170,042 due to Huhtamaki from Van Leer
Industrial Packaging).
f. To record $16,254 in deferred financing costs related to the long-term
obligations incurred as a result of the acquisition of Van Leer
Industrial Packaging.
g. To record the purchase of a 10-year environmental insurance policy
costing $9,238. The purpose of this policy is to protect the Company in
the event of certain unforeseen environmental situations that could
occur following the acquisition of Van Leer Industrial Packaging.
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GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
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PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
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FOR THE QUARTER ENDED JANUARY 31, 2001
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(UNAUDITED)
(U.S. Dollars in Thousands, Except Per Share Amounts)
Van Leer
Greif Bros. Industrial Pro Forma Pro Forma
Corporation Packaging Adjustments Notes Results
------------ --------- ----------- -------- ---------
Net sales $ 211,641 $ 220,684 $ (754) h $ 431,571
Other income
Gain on sale of timberlands 43,207 -- -- 43,207
Interest and other 1,646 9,434 (5,339) d 5,741
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256,494 230,118 (6,093) 480,519
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Cost of products sold 161,269 195,458 210 b,f,h 356,937
Selling, general and
administrative expenses 32,419 25,169 916 a,e 58,504
Interest expense 3,949 3,543 7,154 c,d 14,646
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197,637 224,170 8,280 430,087
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Income before income
taxes and equity in
earnings of affiliates 58,857 5,948 (14,373) 50,432
Income taxes 22,366 426 (5,448) g 17,344
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Income before equity in
earnings of affiliates 36,491 5,522 (8,925) 33,088
Equity in earnings of
affiliates 2,084 (33) -- 2,051
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Net income $ 38,575 $ 5,489 $ (8,925) $ 35,139
========= ========== ========= =========
Earnings per share:
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Basic:
Class A Common Stock $ 1.37 $ 1.25
Class B Common Stock $ 2.04 $ 1.86
Diluted:
Class A Common Stock $ 1.36 $ 1.24
Class B Common Stock $ 2.04 $ 1.86
Average number of shares outstanding:
-------------------------------------
Basic:
Class A Common Stock 10,523,196 10,523,196
Class B Common Stock 11,846,778 11,846,778
Diluted:
Class A Common Stock 10,552,723 10,552,723
Class B Common Stock 11,846,778 11,846,778
See accompanying Notes to Pro Forma Condensed Combined Statements of Income
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GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
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PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
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FOR THE YEAR ENDED OCTOBER 31, 2000
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(UNAUDITED)
(U.S. Dollars in Thousands, Except Per Share Amounts)
Van Leer
Greif Bros. Industrial Pro Forma Pro Forma
Corporation Packaging Adjustments Notes Results
------------ ----------- ----------- ------- ----------
Net sales $929,861 $950,890 $(2,992) h $1,877,759
Other income
Gain on sale of timberlands 9,255 -- -- 9,255
Interest and other 7,511 27,596 (21,466) d 13,641
-------- -------- ------- ---------
946,627 978,486 (24,458) 1,900,655
-------- -------- ------- ---------
Cost of products sold 703,391 818,149 864 b,f,h 1,522,404
Selling, general and
administrative expenses 128,301 102,580 3,664 a,e 234,545
Interest expense 14,481 15,255 28,875 c,d 58,611
-------- -------- ------- ---------
846,173 935,984 33,403 1,815,560
-------- -------- ------- ---------
Income before income
taxes and equity in
earnings of affiliates 100,454 42,502 (57,861) 85,095
Income taxes 38,027 982 (21,929) g 17,080
-------- -------- ------- ---------
Income before equity in
earnings of affiliates 62,427 41,520 (35,932) 68,015
Equity in earnings of
affiliates 13,367 (35) -- 13,332
-------- -------- ------- ---------
Net income $75,794 $ 41,485 $(35,932) $ 81,347
======= ======== ======== ========
Earnings per share:
-------------------
Basic:
Class A Common Stock $ 2.68 $ 2.87
Class B Common Stock $ 4.01 $ 4.30
Diluted:
Class A Common Stock $ 2.67 $ 2.87
Class B Common Stock $ 4.01 $ 4.30
Average number of shares outstanding:
-------------------------------------
Basic:
Class A Common Stock 10,557,935 10,557,935
Class B Common Stock 11,852,602 11,852,602
Diluted:
Class A Common Stock 10,599,535 10,599,535
Class B Common Stock 11,852,602 11,852,602
See accompanying Notes to Pro Forma Condensed Combined Statements of Income
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GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
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NOTES TO PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
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Note 1 - Basis of Presentation
------------------------------
The Pro Forma Condensed Combined Statements of Income for the quarter ended
January 31, 2001 and the year ended October 31, 2000 have been prepared assuming
the Company's acquisition of all of the issued share capital of Van Leer
Industrial Packaging, more fully described in Item 2 and Exhibit 2 to the
Company's previously filed Current Report on Form 8-K dated March 15, 2001, had
occurred on November 1, 1999. The Company has a fiscal year that ends October
31, whereas Van Leer Industrial Packaging has a fiscal year that ends December
31. As such, the Pro Forma Condensed Combined Statement of Income for the
quarter ended January 31, 2001 includes the unaudited statement of income of Van
Leer Industrial Packaging for the quarter ended December 31, 2000, and the Pro
Forma Condensed Combined Statement of Income for the year ended October 31, 2000
includes the unaudited statement of income of Van Leer Industrial Packaging for
the year ended December 31, 2000.
The historical financial statements of Van Leer Industrial Packaging contained
in Item 7(a) to this Current Report on Form 8-K/A are denominated in Euros and
have been prepared in accordance with Dutch GAAP. As explained in the
accompanying notes to Van Leer Industrial Packaging's historical financial
statements, Dutch GAAP varies in certain significant respects from U.S. GAAP.
The amounts shown for Van Leer Industrial Packaging in the Pro Forma Condensed
Combined Income Statements have been derived from Van Leer Industrial
Packaging's unaudited income statement for the quarter ended December 31, 2000
and unaudited income statement for the year ended December 31, 2000 as adjusted
to give effect to these Dutch GAAP to U.S. GAAP differences. Van Leer Industrial
Packaging's unaudited income statement for the year ended December 31, 2000 is
included in Item 7(a) to this Current Report on Form 8-K/A. In addition, the
amounts are presented in U.S. Dollars using average exchange rates of .8706 U.S.
Dollar per Euro for the quarter ended December 31, 2000 and .9249 U.S. Dollar
per Euro for the year ended December 31, 2000.
Note 2 - Pro Forma Adjustments
------------------------------
Pro forma adjustments to reflect the acquisition of Van Leer Industrial
Packaging and other pro forma adjustments are described below. The pro forma
amounts do not include anticipated synergies from the acquisition, nor do they
include the anticipated savings associated with the consolidation activities of
Van Leer Industrial Packaging and the Company's
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locations existing prior to the acquisition date. All of the consolidation
activities result from the Company's acquisition of Van Leer Industrial
Packaging.
a. Adjustments relate to the estimated amortization expense for goodwill
and other intangible assets, as described above, that would have been
incurred had the transaction been completed on November 1, 1999. The
weighted average estimated useful life for goodwill and other
intangible assets created from the acquisition of Van Leer Industrial
Packaging is approximately 20 years.
b. Adjustments result from an increase in depreciation expense related to
the fair value adjustment of the properties, plants and equipment
acquired from Van Leer Industrial Packaging using the straight-line
method over the useful life of the respective asset.
c. Adjustment relates to the incremental interest expense related to
long-term obligations incurred to purchase Van Leer Industrial
Packaging and refinance the Company's existing debt and other debt
assumed. The interest rate used to calculate incremental interest
expense is 7.9%.
d. Adjustment relates to the elimination of intercompany interest income
and expense between Van Leer Industrial Packaging and Huhtamaki.
e. Adjustment for amortization expense related to deferred financing fees
taken over the weighted average life of the new long-term debt (6
years).
f. Adjustment for the appropriate portion of expense related to a 10-year
environmental insurance policy.
g. To adjust the income tax expense related to the pro forma adjustments
described in (a) through (f) above. The income tax adjustments assume
an effective tax rate for the Company of 37.9%.
h. Adjustment to eliminate intercompany sales from American Flange &
Manufacturing Company Inc. to the Company during the periods presented.
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(c) Exhibits.
The following documents related to the purchase of Van Leer Industrial
are being filed as exhibits to this Form 8-K/A:
Exhibit Number Description
-------------- -----------
2 Share Purchase Agreement, dated October 27, 2000,
as amended on January 5, 2001 and February 28,
2001, between Huhtamaki Van Leer Oyj, as the
seller, and Greif Bros. Corporation, as the buyer.
23 Consent of Ernst & Young Accountants, Independent
Auditors, Amsterdam, The Netherlands.
99.1 Press Release issued by Greif Bros. Corporation on
March 2, 2001.
99.2 $900 million Senior Secured Credit Agreement, dated
as of March 2, 2001, among Greif Bros. Corporation,
as U.S. Borrower, Greif Spain Holdings, S.L., as
Subsidiary Borrower, Merrill Lynch & Co., as Sole
Lead Arranger, Sole Book-Runner and Administrative
Agent, Keybank National Association, as Syndication
Agent, ABN AMRO Bank N.V., as Co-Documentation
Agent, National City Bank, as Co-Documentation
Agent, The Bank of Nova Scotia, as Paying Agent,
and other financial institutions party hereto from
time to time.
99.3 Royal Packaging Industries Van Leer N.V. audited
financial statements for the years ended December
31, 1999, 1998 and 1997 and unaudited financial
statements for the year ended December 31, 2000.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
DATE: May 16, 2001 GREIF BROS. CORPORATION
BY /s/ Kenneth E. Kutcher
-------------------------
Kenneth E. Kutcher, Chief
Financial Officer and
Secretary
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INDEX TO EXHIBITS
-----------------
If Incorporated by
Reference, the
Exhibit was
Previously Filed
with the
Exhibit Number Description SEC
-------------- ----------- ---
2 Share Purchase Agreement, dated October 27, Current Report
2000, as amended on January 5, 2001 and on Form 8-K
February 28, between Huhtamaki Van Leer 2001. dated March 15,
Oyj, as the seller, 2001, and Greif Bros.
Corporation, as the buyer.
23 Consent of Ernst & Young Accountants, Contained
Independent Auditors, Amsterdam, The herein.
Netherlands.
99.1 Press Release issued by Greif Bros. Current Report
Corporation on March 2, 2001. on Form 8-K
dated March 15,
2001.
99.2 $900 million Senior Secured Credit Agreement, Current Report
dated as of March 2, 2001, among Greif Bros. on Form 8-K
Corporation, as U.S. Borrower, Greif Spain dated March 15,
Holdings, S.L., as Subsidiary Borrower, 2001.
Merrill Lynch & Co., as Sole Lead Arranger,
Sole Book-Runner and Administrative Agent,
Keybank National Association, as Syndication
Agent, ABN AMRO Bank N.V., as Co-Documentation
Agent, National City Bank, as Co-Documentation
Agent, The Bank of Nova Scotia, as Paying
Agent, and other financial institutions party
hereto from time to time.
99.3 Royal Packaging Industries Van Leer N.V. Contained
audited financial statements for the years herein.
ended December 31, 1999, 1998 and 1997 and
unaudited financial statements for the year
ended December 31, 2000.
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