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UNITED STATES
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 OF 1934
Date of Report (Date of earliest event reported) August 28, 2002
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(August 23, 2002)
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GREIF BROS. CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 31-4388903
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
Not Applicable
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Former name or former address, if changed since last report.
Item 5. Other Events and Regulation FD Disclosure
On August 23, 2002, Greif Bros. Corporation (the "Company"), as U.S. borrower,
and Greif Spain Holdings, S.L., Greif Bros. Canada Inc., Van Leer (UK) Ltd.,
Koninklijke Emballage Industrie Van Leer B.V. (dba Royal Packaging Industries
Van Leer B.V.), and Van Leer Australia Pty. Limited, as foreign borrowers,
entered into a $550 million Amended and Restated Senior Secured Credit Agreement
with a syndicate of lenders. A portion of the proceeds from the Amended and
Restated Senior Secured Credit Agreement was used to refinance amounts
outstanding under the Company's then existing $900 million Senior Secured Credit
Facility. The Amended and Restated Senior Secured Credit Agreement provides for
a $300 million term loan and a $250 million revolving multicurrency credit
facility. The revolving multicurrency credit facility is available for working
capital and general corporate purposes. The term loan periodically reduces
through its maturity date of August 23, 2009, and the revolving multicurrency
credit facility matures on February 28, 2006.
The Amended and Restated 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 and its U.S. subsidiaries and, in
part, by the capital stock of the foreign borrowers and any intercompany notes
payable to them. 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 Amended and Restated Senior Secured Credit Agreement.
The Amended and Restated Senior Secured Credit Agreement is filed herewith as
Exhibit 99.1, and the description contained herein of the Amended and Restated
Senior Secured Credit Agreement is qualified in its entirety by reference to
such exhibit.
Press release issued by the Company on July 31, 2002, is included herewith as
Exhibit 99.2.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Number Description
99.1 Amended and Restated Senior Secured Credit Agreement
dated as of August 23, 2002, among Greif Bros.
Corporation, as U.S. Borrower, Greif Spain Holdings,
S.L., Greif Bros. Canada Inc., Van Leer (UK) Ltd.,
Koninklijke Emballage Industrie Van Leer B.V. (dba
Royal Packaging Industries Van Leer B.V.), and Van
Leer Australia Pty. Limited, as Foreign Borrowers,
Salomon Smith Barney Inc., as Sole Book Runner and a
Joint Lead Arranger, Deutsche Bank Securities Inc.,
as a Joint Lead Arranger, Deutsche Bank Trust
Company Americas and Keybank National Association,
as Co-Syndication Agents, Sun Trust Bank, as
Documentation Agent, Citicorp North America, Inc.,
as Administrative Agent, and the other financial
institutions parties thereto from time to time (the
"Amended and Restated Senior Secured Credit
Agreement")
99.2 Press release issued by Greif Bros. Corporation on
July 31, 2002.
Schedules and Exhibits to the Amended and Restated 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 Amended and Restated Senior Secured Credit Agreement. A list has been
included in the Amended and Restated 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
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Greif Bros. Corporation
DATE: August 28, 2002 BY: /s/ Donald S. Huml
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Donald S. Huml
Chief Financial Officer
(Duly Authorized Signatory)
INDEX TO EXHIBITS
Exhibit Number Description
99.1 Amended and Restated Senior Secured Credit Agreement dated
as of August 23, 2002, among Greif Bros. Corporation, as
U.S. Borrower, Greif Spain Holdings, S.L., Greif Bros.
Canada Inc., Van Leer (UK) Ltd., Koninklijke Emballage
Industrie Van Leer B.V. (dba Royal Packaging Industries Van
Leer B.V.), and Van Leer Australia Pty. Limited, as Foreign
Borrowers, Salomon Smith Barney Inc., as Sole Book Runner
and a Joint Lead Arranger, Deutsche Bank Securities Inc., as
a Joint Lead Arranger, Deutsche Bank Trust Company Americas
and Keybank National Association, as Co-Syndication Agents,
Sun Trust Bank, as Documentation Agent, Citicorp North
America, Inc., as Administrative Agent, and the other
financial institutions parties thereto from time to time
99.2 Press release issued by Greif Bros. Corporation on July 31,
2002.