SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
Date of Report (Date of earliest event reported): March 15, 2001
(March 2, 2001)
GREIF BROS. CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-566 31-4388903
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
425 Winter Road, Delaware, Ohio 43015
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 740-549-6000
Not Applicable
(Former name or former address, if changed since last report)
Index to Exhibits on Page 6
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 2, 2001, pursuant to the terms of a Share Purchase
Agreement between Greif Bros. Corporation (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 Netherlands limited
liability company ("Van Leer Industrial"), for $555 million less
the amount of Van Leer Industrial's debt and certain other
obligations as of the closing date. The purchase price was
determined through arms-length negotiations between
representatives of the Company and Huhtamaki. Van Leer Industrial
is a worldwide provider of industrial packaging and components,
including steel, fibre and plastic drums, polycarbonate water
bottles, intermediate bulk containers and closure systems, with
operations in over 40 countries. Van Leer Industrial had EUR
1,028 million ($951 million) in net sales for its fiscal year
ended December 31, 2000. The transaction will be accounted for as
a purchase. Prior to the closing of the acquisition, there was
no material relationship between the Company or Huhtamaki or any
of their respective affiliates, directors or officers, or any
associates of any such directors or officers.
The description contained herein of the Share Purchase Agreement
is qualified in its entirety by reference to the Share Purchase
Agreement between the Company, as buyer, and Huhtamaki, as
seller, which is attached hereto as Exhibit 2 and incorporated
herein by reference.
On March 2, 2001, the Company and Greif Spain Holdings, S.L.
entered into a $900 million Senior Secured Credit Agreement with
a syndicate of lenders. A portion of the proceeds from the
Senior Secured Credit Agreement was used to fund the Van Leer
Industrial acquisition and to refinance amounts outstanding under
the Company's then existing revolving credit facility. The
Senior Secured Credit Agreement provides for three term loans, a
$150 million U.S. Dollar Term Loan A, a $200 million Euro Term
Loan A and a $400 million Term Loan B, and a $150 million
revolving multicurrency credit facility. The revolving
multicurrency credit facility, as provided for in the Senior
Secured Credit Agreement, is available for working capital and
general corporate purposes. The Term Loan A (both U.S. Dollar
and Euro) and Term Loan B periodically reduce through the
maturity date of February 28, 2006 and February 29, 2008,
respectively. The revolving multicurrency credit facility
matures on February 28, 2006.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (concluded)
The Senior Secured Credit Agreement contains certain covenants,
which include financial covenants that require the Company to
maintain a certain leverage ratio, a minimum coverage of
interest expense and fixed charges and a minimum net worth. In
addition, the Company is limited with respect to the incurrence
of additional debt. The repayment of this facility is secured by
a first lien on substantially all of the personal property and
certain of the real property of the Company. Standard & Poor's
and Moody's Investors Service have assigned a "BB" rating and a
"Ba3" rating, respectively, to the loan obligations of the
Company under the Senior Secured Credit Agreement.
The Senior Secured Credit Agreement is filed herewith as Exhibit
99.2, and the description contained herein of the Senior Secured
Credit Agreement is qualified in its entirety by reference to such
exhibit.
The Company has previously publicly announced these transactions
and a copy of the press release issued by the Company on March 2,
2001 is included herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
In accordance with Item 7(a)(4) of Form 8-K, the required
financial statements will be filed by amendment under cover
of Form 8-K/A no later than 60 days after March 17, 2001.
(b) Pro Forma Financial Information.
In accordance with Item 7(b)(2) of Form 8-K, such pro forma
financial information will be filed by amendment under cover
of Form 8-K/A no later than 60 days after March 17, 2001.
(c) Exhibits.
The following documents related to the purchase of Van Leer
Industrial are being filed as exhibits to this Form 8-K:
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 (the "Share Purchase
Agreement").
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 (the "Senior Secured Credit
Agreement").
Schedules and Exhibits to the Share Purchase Agreement and the
Senior Secured Credit Agreement have not been filed because the
Company believes they do not contain information material to an
investment decision that is not otherwise disclosed in the Share
Purchase Agreement and the Senior Secured Credit Agreement. A
list has been included in the Share Purchase Agreement and the
Senior Secured Credit Agreement briefly identifying the contents
of all omitted Schedules and Exhibits. The Company hereby agrees
to furnish a copy of any omitted Schedule or Exhibit to the
Securities and Exchange Commission upon its request.
SIGNATURES
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: March 15, 2001 GREIF BROS. CORPORATION
BY /s/ Kenneth E. Kutcher
Kenneth E. Kutcher, Chief
Financial Officer and
Secretary
INDEX TO EXHIBITS
Exhibit Number Description Pages
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.
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.
* Included herein.