DELAWARE 3412 31-4388903
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code) Identification No.)
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Gary R. Martz, Esq.
Senior Vice President,
General Counsel and Secretary
Greif Bros. Corporation
425 Winter Road 425 Winter Road
Delaware, Ohio 43015 Delaware, Ohio 43015
(740) 549-6000 (740) 549-6000
(Address, including zip code, (Name, address, including zip code,
and telephone number, including and telephone number, including
area code, of registrant's principal area code, of agent for service of
executive offices) process)
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: [_]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_]
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of To be Price Per Offering Price Registration
Securities to be Registered Registered Security (1) Fee
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8 7/8% Senior Subordinated Notes due 2012............. $250,000,000 100% $250,000,000 $23,000.00
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Guarantees of 8 7/8% Senior Subordinated Notes due
2012 (2).............................................. $250,000,000 -- -- (3)
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(1) Represents the maximum principal amount at maturity of 8 7/8% Senior
Subordinated Notes due 2012 that may be issued pursuant to the exchange
offer described in this registration statement. The registration fee was
calculated pursuant to Rule 457(f) under the Securities Act of 1933.
(2) The guarantors are wholly-owned subsidiaries of Greif Bros. Corporation and
have guaranteed the notes being registered.
(3) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee
is payable for the Guarantees.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
ADDITIONAL REGISTRANTS
AMERICAN FLANGE & MANUFACTURING CO., INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3412 13-0431355
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
BARZON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3412 31-1669482
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
GREAT LAKES CORRUGATED CORP.
(Exact name of registrant as specified in its charter)
OHIO 2650 34-1396481
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
GREIF BROS. CORP. OF OHIO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3412 04-3085566
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
GREIF BROS. SERVICE CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 3412 31-1652230
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
GREIF CONTAINERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3412 36-3268123
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
GREIF U.S. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 3412 31-1753837
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
SIRCO SYSTEMS, LLC
(Exact name of registrant as specified in its charter)
DELAWARE 3412 63-1173694
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
SOTERRA LLC
(Exact name of registrant as specified in its charter)
DELAWARE 0811 31-1667714
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
TAINER TRANSPORT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 4212 31-1298401
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
TREND-PAK, INC.
(Exact name of registrant as specified in its charter)
OHIO 2650 34-1478745
(State or other jurisdiction of (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.)
incorporation or organization)
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The information in this pospectus is not complete and may be changed. We may not offer these securities for exchange until the prospectus is delivered in final form. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated September 26, 2002
PROSPECTUS
8 7/8% Senior Subordinated Notes Due 2012
of
TERMS OF THE EXCHANGE OFFER:
. We are offering to exchange $250,000,000 aggregate principal amount of registered 8 7/8% Senior Subordinated Notes for all of the original unregistered 8 7/8% Senior Subordinated Notes due 2012 that were originally issued on July 31, 2002.
. The terms of the exchange notes will be substantially identical to the original notes, except for transfer restrictions and registration rights relating to the original notes.
. You may withdraw tendered outstanding original notes at any time prior to the expiration of the exchange offer.
. The exchange of outstanding original notes will not be a taxable exchange for U.S. federal income tax purposes.
. We will not receive any proceeds from the exchange offer.
. There is no existing market for the exchange notes to be issued, and we do not intend to apply for their listing on any securities exchange or arrange for them to be quoted on any quotation system.
See the section entitled "Description of Notes" that begins on page 68 for more information about the notes to be issued in this exchange offer.
Each broker-dealer that receives exchange notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, we will make this prospectus available to any broker-dealer for use in connection with any such resales. See "Plan of Distribution."
This investment involves risks. See the section entitled "Risk Factors" that begins on page 14 for a discussion of the risks that you should consider prior to tendering your outstanding original notes in the exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated __________, 2002.
Unless the context indicates or otherwise requires, the terms "Greif," "our Company," "we," "us" and "our" as used in this prospectus refer to Greif Bros. Corporation and its consolidated subsidiaries.
This prospectus incorporates important business and financial information about Greif that is not included or delivered with this prospectus. Such information is available without charge by written or verbal request to John K. Dieker, Vice President and Corporate Controller, Greif Bros. Corporation, 425 Winter Road, Delaware, Ohio 43015, telephone number (740) 549-6000. If you would like to request copies of these documents, please do so by ___________, 2002, in order to receive them before the expiration of the Exchange Offer.
We have filed the following documents with the Securities and Exchange Commission (the "SEC") which are incorporated into this prospectus by reference:
. Greif's Current Report on Form 8-K dated August 28, 2002.
. Greif's Quarterly Report on Form 10-Q for the quarter ended July 31, 2002.
All documents subsequently filed by Greif pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this prospectus and prior to the termination of the offering of the exchange notes offered by this prospectus shall be deemed to be incorporated by reference into this prospectus and to be a part of this prospectus from the date of filing of such document. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may obtain a copy of our filings with the SEC at no cost, by writing or telephoning us at Greif Bros. Corporation, 425 Winter Road, Delaware, Ohio 43015, telephone number (740) 549-6000.
When we refer to this prospectus, we mean not only this prospectus but also any documents which are incorporated or deemed to be incorporated in this prospectus by reference. You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. This prospectus is used to offer and sell the exchange notes referred to in this prospectus, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus.
All statements other than statements of historical facts included in this prospectus, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "project," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to have been correct. Forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. Important factors that could cause actual results to differ materially from our expectations are disclosed under "Risk Factors" and elsewhere in this prospectus, including, without limitation, the factors set forth below and in conjunction with the forward-looking statements included in this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.
Factors that could cause actual results to differ materially from our expectations include the following:
. changing trends and demands in the industries in which we compete, including industry over-capacity;
. general economic and business conditions, including a prolonged or substantial economic downturn;
. increases in our leverage;
. interest rate increases;
. political instability in those foreign countries where we manufacture and sell our products;
. foreign currency fluctuations and devaluations;
. our ability to implement our business and growth strategies and to maintain and enhance our competitive strengths;
. our ability to obtain financing for general corporate purposes;
. intense industry competition;
. availability of key personnel;
. availability and costs of raw materials for the manufacture of our products, particularly steel and resin; and
. increases in the cost of compliance with laws and regulations, including environmental laws and regulations.
The following summary highlights some of the information from this prospectus and does not contain all the information that is important to you. Before deciding to participate in the exchange offer, you should read the entire prospectus, including the section entitled "Risk Factors" and our consolidated financial statements and the related notes. Some statements in this Prospectus Summary are forward-looking statements. See "Disclosure Regarding Forward-Looking Statements."
General
We are a leading global producer of industrial shipping containers with manufacturing facilities located in 41 countries. We offer a comprehensive line of industrial shipping container products, such as steel, fibre and plastic drums, intermediate bulk containers, closure systems for industrial shipping containers, and polycarbonate water bottles, which we complement with a variety of value-added services. Our global presence and full range of products uniquely position this business to offer our customers a single source for their packaging needs and to be responsive to global market changes. We also produce containerboard and value-added corrugated products for niche markets in the United States and Canada. We own timberland in the southeastern United States which we cut and sell to third parties, as well as manage to maximize long-term value. Our customers range from Fortune 500 companies to medium and small-sized companies in a cross section of industries. Our manufacturing facilities are strategically located near many of our customers, reducing transportation costs.
For the twelve months ended July 31, 2002, we had consolidated net sales of $1.64 billion and Adjusted EBITDA (as defined on page 13) of $202.3 million, including the results of our unrestricted timber subsidiary. During this same period, we generated approximately 39% of our consolidated net sales from markets outside North America. For the twelve months ended July 31, 2002, our Industrial Shipping Containers segment represented 77% of consolidated net sales, our Containerboard & Corrugated Products segment represented 20% of consolidated net sales and our Timber segment represented 3% of consolidated net sales.
Industrial Shipping Containers
Our acquisition of Van Leer Industrial Packaging in March 2001 transformed us into a global provider with a full range of industrial shipping container products and services. The successful integration of this business allowed us to realize significant synergies by improving operating efficiencies from the consolidation of facilities and personnel, achieving economies of scale in purchasing, sales and marketing efforts, and enhancing manufacturing flexibility.
Based on our internal estimates, we believe that we have the following market positions for our industrial shipping container products:
Market Position
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Product United States Global
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Steel drums ........................... #1 #1
Fibre drums ........................... #1 #1
Closure systems ....................... #1 #1
Plastic drums ......................... #2 #3
Intermediate bulk containers .......... #3 #4
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We seek to provide complete packaging solutions to our customers by offering a comprehensive range of products and services on a global basis. Our full range of shipping container products and numerous manufacturing facilities uniquely position us to offer our customers a single source for their packaging needs, respond to global market changes, and capitalize on faster growing markets such as Eastern Europe and Asia. With increasing customer demand for container life-cycle management, we also offer packaging services that include cleaning, recycling, disposal, trip leasing, filling, warehousing, outgoing logistics, onsite packaging and vendor management. We sell our products globally to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral, among others.
Our Industrial Shipping Containers segment generated net sales of $1,268.9 million and EBITDA of $123.3 million for the twelve months ended July 31, 2002.
Containerboard & Corrugated Products
We concentrate on providing value-added, higher-margin corrugated products to niche markets complemented by a comprehensive range of packaging services, in comparison to many large paper companies which focus on high-volume, commodity production. We are also a regional producer of containerboard and corrugated sheets. Our highly integrated operations help stabilize the results of this business. In fiscal 2001, our corrugated sheet, multiwall and fibre drum operations, including our CorrChoice, Inc. joint venture, consumed an amount of containerboard equal to approximately 70% of the containerboard tons produced by our two mills. We believe the cost positions of our containerboard mills are among the lowest in North America.
We sell our containerboard, corrugated sheets and other corrugated products and multiwall bags to customers in North America in the packaging, automotive, food, and building products industries, among others. We also have an approximate 63% ownership interest in CorrChoice, Inc., an unconsolidated joint venture which manufactures corrugated sheets. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, building products, automotive components and books and furniture. Our industrial and consumer multiwall bags are used to ship a wide range of industrial and consumer products primarily for the agricultural, chemical, building products and food industries.
Our Containerboard & Corrugated Products segment generated net sales of $333.9 million and EBITDA of $53.3 million for the twelve months ended July 31, 2002.
Timber
As of July 31, 2002, we owned approximately 272,500 acres of timberland in the southeastern United States. We manage our timber properties to generate maximum revenue and earnings for the long term. We focus on optimizing our annual yields by maintaining consistent cutting schedules and enhancing future growth through intensive management and regeneration. Because we believe pine timberland will provide the best long-term sustainable yields, in recent years we have entered into transactions to sell substantially all of our hardwood timberlands and subsequently acquire pine timberlands.
Our Timber segment generated net sales of $39.3 million and EBITDA of $44.2 million for the twelve months ended July 31, 2002. EBITDA, but not net sales, included a $10.1 million gain on timberland sales which occurred during that period. Soterra LLC, our subsidiary that owns and operates our timber business in the United States ("Soterra"), is an unrestricted subsidiary under the indenture governing the notes. See "Risk Factors--The subsidiary that conducts our timber operations in the United States is an unrestricted subsidiary" and "Description of Notes."
Competitive Strengths
Leading Market Position. We are a leading global producer of a comprehensive line of industrial shipping container products. Based on our internal estimates, we believe that we are the largest global and United States producer of steel drums, fibre drums, and closure systems, and we hold leading global and United States market positions in the production of plastic drums and intermediate bulk containers.
Global Presence. We have facilities in 41 countries and generated approximately 39% of our consolidated net sales from markets outside North America for the twelve months ended July 31, 2002. Our global presence provides us with access to faster growing foreign markets; insulates us from economic downturns in any one country or region; enables us to respond to our customers' changing needs; offers us the flexibility to shift resources in response to changes in global or regional conditions; and allows us to effectively service multinational customers. Our size and global reach enable us to realize economies of scale and cost savings by consolidating our purchasing, sales and marketing efforts.
Comprehensive Portfolio of Product Lines. We offer a comprehensive portfolio of product lines in our industrial shipping container segment, which enables us to offer our customers a single source for their packaging needs and to be responsive to global market changes. We have also developed numerous specialty products and applications for our corrugated products customers. Our ability to tailor our products and services to our customers' needs allows us to develop strong, long-term customer relationships and enhances profitability.
Diverse and Multinational Customer Base. We have developed longstanding relationships with prominent customers such as BASF Corporation, Bayer Corporation, BP p.l.c., The Dow Chemical Company, Exxon Mobil Corporation, Imperial Chemical Industries PLC, International Paper Company, Kraft Foods Inc., PPG Industries, Inc., Temple-Inland Inc., Total Fina Elf S.A. and Weyerhaeuser Company. These large multinational corporations represent a range of industries, which we believe creates a strong, stable revenue source for our products and services. Moreover, we do not depend upon any one particular customer, as our ten largest customers accounted for less than 20% of our net sales in fiscal 2001.
Significant Operating Leverage. We believe our existing facilities have sufficient capacity to meet future growth in market demand for our products without significant capital expenditures. We believe we are positioned to profitably capitalize on an increase in demand which would result from an economic recovery.
Experienced Management Team. We have an experienced management team that has managed our operations during various industry cycles. This experience facilitated the acquisition of Van Leer Industrial Packaging and other recent acquisitions and joint ventures and their successful integration into our existing operations.
Business Strategy
We plan to build on our strengths by continuing to develop products and services that represent comprehensive packaging solutions for our customers. In addition, we intend to enhance our profitability by continuing to rationalize our operations, capitalize on our global resources and focus on high-margin products and services, as well as making targeted acquisitions when the opportunity is presented.
Our business segment strategies are as follows:
Industrial Shipping Containers
. Further extend our product and service offerings
. Leverage our full product line and global resources to serve our multinational customers
. Strategically implement packaging solutions
. Optimize manufacturing operations
Containerboard & Corrugated Products
. Continue to provide distinctive, value-added corrugated packaging and services
. Extend product expertise into specialty product offerings
. Expand sales in multiwall bag business in targeted industry segments
. Maintain cost-effectiveness and reliability of our containerboard mills and corrugated operations
Timber
. Maintain long-term focus on pine timberland
. Grow future value through intensive management and regeneration
. Increase timberland holdings by selling timberland with a higher and better use, or limited management potential, and reinvesting the sale proceeds to acquire additional timberland with a lower cost per acre
Recent Events
On August 23, 2002, we amended and restated our senior credit facility. As amended, the senior credit facility consists of a $250.0 million revolving multicurrency credit facility (the prior revolving credit facility was $150.0 million) maturing in February 2006, and a $300.0 million term loan maturing in August 2009.
Additional Information About Our Company
Greif Bros. Corporation is a Delaware corporation. Our principal executive offices are located at 425 Winter Road, Delaware, Ohio 43015. The telephone number of our executive offices is (740) 549-6000.
The Exchange Offer
The Initial Offering of Notes ....... On July 31, 2002, we issued in a private
placement 8 7/8% Senior Subordinated Notes
due 2012 (the "original notes") to the
initial purchasers. The initial purchasers
subsequently resold the original notes to
qualified institutional buyers pursuant to
Rule 144A under the Securities Act of
1933, as amended (the "Securities Act")
and to persons outside the United States
under Regulation S.
Registration Rights Agreement ....... Contemporaneously with the initial sale of
the original notes, we entered into a
registration rights agreement with the
initial purchasers in which we agreed,
among other things, to file a registration
statement with the SEC and to complete an
exchange offer as promptly as possible.
This exchange offer is intended to satisfy
those rights set forth in the registration
rights agreement. After the exchange offer
is complete, you will not have any further
rights under the registration rights
agreement, including the right to require
us to register any outstanding notes that
you do not exchange or to pay you
liquidated damages.
The Exchange Offer .................. We are offering to exchange the $250.0
million aggregate principal amount of 8
7/8% Senior Subordinated Notes due 2012
(the "exchange notes"), which have been
registered under the Securities Act, for
the same aggregate principal amount of the
original notes.
The terms of the exchange notes are
identical in all material respects to the
terms of the original notes for which they
are being exchanged.
The original notes may be tendered only in
$1,000 increments. We will exchange the
applicable exchange notes for all original
notes that are validly tendered and not
withdrawn prior to the expiration of the
exchange offer. We will cause the exchange
to be effected promptly after the
expiration of the exchange offer.
The new registered exchange notes will
evidence the same debt as the old original
notes and will be issued under and
entitled to the benefits of the same
indenture that governs the old original
notes. Holders of the original notes do
not have any appraisal or dissenter rights
in connection with the exchange offer.
Because we have registered the exchange
notes, the exchange notes will not be
subject to transfer restrictions and
holders of original notes will have no
registration rights.
If You Fail to Exchange Your
Outstanding Notes ................ If you do not exchange your outstanding
notes for exchange notes in the exchange
offer, you will continue to be subject to
the restrictions on transfer provided in
the outstanding original notes and
indenture governing those notes. In
general, you may not offer or sell your
outstanding notes unless they are
registered under the federal securities
laws or are sold in a transaction exempt
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from or not subject to the registration
requirements of the federal securities
laws and applicable state securities laws.
Procedures for Tendering Notes ...... If you wish to tender your outstanding
notes for exchange notes, you must:
. complete and sign the enclosed letter
of transmittal by following the
related instructions, and
. send the letter of transmittal, as
directed in the instructions, together
with any other required documents, to
the exchange agent either (1) with the
outstanding notes to be tendered, or
(2) in compliance with the specified
procedures for guaranteed delivery of
the outstanding notes.
Brokers, dealers, commercial banks, trust
companies and other nominees may also
effect tenders by book-entry transfer.
Please do not send your letter of
transmittal or certificates representing
your outstanding notes to us. Those
documents should be sent only to the
exchange agent. Questions regarding how to
tender and requests for information should
be directed to the exchange agent. See
"The Exchange Offer - Exchange Agent."
Resale of the Exchange Notes ........ Except as provided below, we believe that
the exchange notes may be offered for
resale, resold and otherwise transferred
by you without compliance with the
registration and prospectus delivery
provisions of the Securities Act provided
that:
. the exchange notes are being acquired
in the ordinary course of business,
. you are not participating, do not
intend to participate, and have no
arrangement or understanding with any
person to participate in the
distribution of the exchange notes
issued to you in the exchange offer,
. you are not an affiliate of ours,
. you are not a broker-dealer tendering
outstanding notes acquired directly
from us for your account, and
. you are not prohibited by law or any
policy of the SEC from participating
in the exchange offer.
Our belief is based on interpretations by
the Staff of the SEC, as set forth in
no-action letters issued to third parties
unrelated to us. The Staff has not
considered this exchange offer in the
context of a no-action letter, and we
cannot assure you that the Staff would
make similar determinations with respect
to this exchange offer. If any of these
conditions are not satisfied (or if our
belief is not accurate) and you transfer
any exchange notes issued to you in the
exchange offer without delivering a resale
prospectus meeting the requirements of the
Securities Act or without an exemption
from registration of your exchange notes
from those requirements, you may incur
liability under the Securities Act. We
will not assume, nor will we indemnify you
against, any such liability.
Each broker-dealer that receives exchange
notes for its own account in exchange for
original notes, where the original notes
were acquired by such broker-dealer as a
result of market-making or other trading
activities, must acknowledge that it will
deliver a prospectus in connection with
any resale of such exchange notes. See
"Plan of Distribution."
Record Date ......................... We mailed this prospectus and the related
offer documents to the registered holders
of the original notes on ___________,
2002.
Expiration Date ..................... The exchange offer will expire at 5:00
p.m., New York City time, on
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_________________, 2002, unless we decide
to extend the expiration date; provided,
however, that the latest time and date to
which the exchange offer may be extended
is at 5:00 p.m., New York City time, on
________, 2002.
Conditions to the Exchange Offer .... The exchange offer is subject to customary
conditions, including that the exchange
offer not violate applicable law or any
applicable interpretation of the staff of
the SEC. This exchange offer is not
conditioned upon any minimum principal
amount of the outstanding notes being
tendered.
Exchange Agent ...................... J.P. Morgan Trust Company, National
Association, is serving as exchange agent
for the exchange offer.
Special Procedures for Beneficial
Owners ........................... If your outstanding notes are registered
in the name of a broker, dealer,
commercial bank, trust company or other
nominee, we urge you to contact that
person promptly if you wish to tender your
outstanding notes pursuant to this
exchange offer. See "The Exchange Offer -
Procedures for Tendering."
Withdrawal Rights ................... You may withdraw the tender of your
outstanding notes at any time before the
expiration date of the exchange offer by
delivering a written notice of your
withdrawal to the exchange agent. You must
follow the withdrawal procedures as
described under the heading "The Exchange
Offer - Withdrawal of Tenders."
Federal Income Tax Considerations ... The exchange of outstanding notes for the
exchange notes in the exchange offer
should not be a taxable event for U.S.
federal income tax purposes.
Use of Proceeds ..................... We will not receive any proceeds from the
issuance of the exchange notes pursuant to
the exchange offer. We will pay all of our
expenses incident to the exchange offer.
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The Exchange Notes
The form and terms of the exchange notes are the same as the form and terms of the original notes for which they are being exchanged, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not have the benefit of the registration rights and liquidated damage provisions contained in the original notes. The exchange notes represent the same debt as the original notes for which they are being exchanged. Both the original notes and the exchange notes are governed by the same indenture. We use the term "notes" in this prospectus to collectively refer to the original notes and the exchange notes.
Issuer .............................. Greif Bros. Corporation
Notes Offered ....................... $250.0 million aggregate principal amount
of 8 7/8% Senior Subordinated Notes due
2012.
Maturity ............................ August 1, 2012.
Interest Payment Dates .............. February 1 and August 1 of each year,
beginning on February 1, 2003.
Ranking ............................. The notes will be:
. our senior subordinated, unsecured
obligations;
. subordinate in right of payment to all
of our existing and future senior
debt;
. pari passu in right of payment with
all of our existing and future senior
subordinated debt; and
. senior in right of payment to all of
our future subordinated obligations.
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As of July 31, 2002, after giving effect
to the amended and restated senior credit
facility, the notes would have been
subordinated to $403.5 million of senior
debt and the related guarantees of the
senior subordinated guarantors would have
been subordinated to the same amount of
senior debt. In addition, $129.5 million
of additional senior debt would have been
available for borrowing under our amended
and restated senior credit facility. The
indenture governing the notes and our
senior credit facility also permit us,
subject to specified limitations, to incur
additional debt, some or all of which may
be senior debt.
Guarantees .......................... The notes will be fully guaranteed on a
senior subordinated, unsecured basis,
jointly and severally, by all of our
domestic subsidiaries. The guarantees will
be:
. subordinate in right of payment to all
of the existing and future senior debt
of the guarantors;
. pari passu in right of payment with
all of the existing and future senior
subordinated debt of the guarantors;
and
. senior in right of payment to all of
the existing and future subordinated
obligations of the guarantors.
While Soterra, the subsidiary that owns
and operates our timber business in the
United States, will guarantee the notes,
it is an unrestricted subsidiary under the
indenture governing the notes. See "Risk
Factors--The subsidiary that conducts our
timber operations in the United States is
an unrestricted subsidiary."
Optional Redemption ................. Prior to August 1, 2007, we may redeem all
or part of the notes by paying a
"make-whole" premium based on U.S.
Treasury rates as specified in this
prospectus under "Description of the
Notes--Optional Redemption."
At any time on or after August 1, 2007, we
may redeem all or a part of the notes at
the redemption prices specified in this
prospectus under "Description of the
Notes--Optional Redemption."
At any time prior to August 1, 2005, we
may redeem up to 35% of the notes with the
net proceeds of certain equity offerings,
at a price equal to 108.875% of the
principal amount thereof, plus accrued and
unpaid interest, if any, to the redemption
date, provided that at least 65% of the
aggregate principal amount of the notes
remains outstanding after the redemption.
Certain Covenants ................... We will issue the notes under an indenture
among us, the guarantors and J.P. Morgan
Trust Company, National Association, as
trustee. The indenture will include
covenants that limit our ability and the
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. incur additional indebtedness;
. pay dividends or make other restricted payments;
. create or permit certain liens;
. sell assets;
. create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;
. engage in transactions with affiliates;
. incur layered indebtedness; and
. consolidate or merge with or into other companies or sell all or substantially all of our assets.
Soterra is an unrestricted subsidiary
under the indenture governing the notes
and, therefore, will not be subject to the
foregoing restrictions. See "Risk
Factors--The subsidiary that conducts our
timber operations in the United States is
an unrestricted subsidiary."
The covenants in the indenture are subject
to a number of important exceptions and
qualifications.
Change of Control ................... Following a change of control, we will be
required to make an offer to purchase all
of the notes at a purchase price of 101%
of their principal amount, plus accrued
and unpaid interest to the date of the
repurchase. However, our ability to
repurchase your notes upon a change in
control may be limited by the terms of our
senior credit facility.
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The following table sets forth summary consolidated financial data and should be read in conjunction with our consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained elsewhere in this prospectus. The results of the operations of Van Leer Industrial Packaging are included in our consolidated financial statements from the date it was acquired by us on March 2, 2001 and thereby are included in the consolidated financial statements for five of the nine months ended July 31, 2001, for eight months of the fiscal year ended October 31, 2001, for the entire period of the nine months ended July 31, 2002, and for the entire period of the twelve months ended July 31, 2002, but are not otherwise included in the consolidated financial statements for any other period.
Pro forma As of and
as adjusted for the 12
for the As of and for the months
As of and for the years year ended nine months ended ended July
Ended October 31, October 31, July 31, 31,
----------------- --------
1999 2000 2001 2001(1) 2001 2002 2002
---- ---- ---- ------- ---- ---- ----
(U.S. Dollars in millions)
Statement of Operations Data:
Net sales....................................... $853.4 $964.0 $1,456.0 $1,746.3 $1,011.2 $1,197.3 $1,642.1
Gain on sale of timberland...................... 4.6 9.2 79.7 79.7 78.7 9.7 10.7
Other income, net (2)........................... 10.4 4.9 6.3 4.6 4.3 4.7 6.7
------ ------ -------- -------- -------- -------- --------
868.4 978.1 1,542.0 1,830.6 1,094.2 1,211.7 1,659.5
------ ------ -------- -------- -------- -------- --------
Cost of products sold........................... 675.1 737.5 1,152.6 1,399.7 802.7 957.5 1,307.4
Selling, general and administrative expenses.... 113.0 128.3 204.7 255.4 141.7 187.8 250.8
Restructuring charge (3)........................ -- -- 11.5 11.5 11.5 -- --
Debt extinguishment charge...................... -- -- -- -- -- 4.4 4.4
Interest expense, net........................... 13.0 11.8 45.2 61.7 29.3 40.9 56.8
------ ------ -------- -------- -------- -------- --------
801.1 877.6 1,414.0 1,728.3 985.2 1,190.6 1,619.4
------ ------ -------- -------- -------- -------- --------
Income before income taxes, minority interest
in income of consolidated subsidiaries and
equity in earnings of affiliates.............. 67.3 100.5 128.0 102.3 109.0 21.1 40.1
Income taxes.................................... 26.7 38.0 48.5 38.8 41.3 7.6 14.8
------ ------ -------- -------- -------- -------- --------
Income before minority interest in income of
consolidated subsidiaries and equity in
earnings of affiliates........................ 40.6 62.5 79.5 63.5 67.7 13.5 25.3
Minority interest in income of consolidated
subsidiaries.................................. -- -- (0.6) (0.6) (0.4) (0.6) (0.8)
Equity in earnings of affiliates................ 10.8 13.3 9.9 9.9 7.1 5.8 8.6
------ ------ -------- -------- -------- -------- --------
Net income...................................... $ 51.4 $ 75.8 $ 88.8 $ 72.8 $ 74.4 $ 18.7 $ 33.1
====== ====== ======== ======== ======== ======== ========
Selected Financial Data:
EBITDA (4)(5)................................... $122.7 $157.5 $ 254.9 $ 261.0 $ 195.2 $ 142.2 $ 201.9
Adjusted EBITDA (6)............................. $118.1 $148.3 $ 192.6 $ 198.7 $ 130.0 $ 139.7 $ 202.3
Capital expenditures............................ $ 49.3 $ 78.8 $ 42.7 $ 55.0 $ 35.8 $ 29.9 $ 36.8
Ratio of Adjusted EBITDA to interest expense,
net........................................... 9.1x 12.6x 4.3x 3.2x -- -- 3.6x
Ratio of net debt to Adjusted EBITDA............ 2.1x 1.5x 3.6x 3.4x -- -- 3.2x
Ratio of earnings to fixed charges.............. 6.0x 8.0x 3.7x 2.6x 4.6x 1.6x 1.7x
Balance Sheet Data (at end of period):
Cash and cash equivalents....................... $ 8.9 $ 13.4 $ 29.7 $ 29.7 $ 56.3 $ 21.2 $ 21.2
Working capital................................. 145.3 148.2 210.7 210.7 233.6 193.8 193.8
Total assets.................................... 911.0 939.3 1,771.2 1,771.2 1,777.4 1,726.2 1,726.2
Total debt...................................... 258.0 235.0 714.0 714.0 738.5 672.9 672.9
Total stockholders' equity...................... 488.0 542.5 586.3 586.3 599.9 582.2 582.2
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(1) Assumes that the Van Leer Industrial Packaging acquisition had occurred on
November 1, 2000. The pro forma information, as presented above, is not
necessarily indicative of the results which would have been obtained had
the transaction occurred on November 1, 2000, nor are they necessarily
indicative of our future results. See "Unaudited Pro Forma Condensed
Combined Financial Data" contained elsewhere in this prospectus.
(2) Other income, net, primarily includes gain (loss) on sale of facilities,
foreign exchange gain (loss) and rental income.
(3) In the second quarter of 2001, we recorded a restructuring charge related
to the consolidation of certain duplicate facilities caused by the Van Leer
Industrial Packaging acquisition and to improve operating efficiencies and
capabilities. In addition, certain redundant administrative functions were
eliminated.
(4) EBITDA is defined as earnings before interest, income taxes, depreciation,
depletion, amortization, minority interest in income of consolidated subsidiaries,
equity in earnings of affiliates and debt extinguishment charge. EBITDA is included
in this table because it is a basis on which we assess our financial performance
and debt service capabilities. However, EBITDA should not be considered in isolation
or viewed as a substitute for cash flow from operations, net income or other measures
of performance as defined by accounting principles generally accepted in the United
States or as a measure of our company's profitability or liquidity. While EBITDA
is frequently used by securities analysts, lenders and others in their evaluation
of companies, EBITDA as used herein is not necessarily comparable to other similarly
titled captions of other companies due to potential inconsistencies in the method
of calculation. For information regarding EBITDA by business segment, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Results
of Operations."
(5) Excluding the operations of Soterra, which is an unrestricted subsidiary
under the indenture governing the notes, EBITDA would have been $157.5
million for the twelve months ended July 31, 2002. See "Risk Factors--The
subsidiary that conducts our timber operations in the United States is an
unrestricted subsidiary."
(6) Adjusted EBITDA excludes gain on sale of timberland, restructuring charges,
and additional non-recurring costs related to the relocation of machinery,
employees and other reorganization costs associated with the integration of
the Van Leer Industrial Packaging acquisition, as follows:
Pro forma as As of and
adjusted for As of and for for the 12
the the nine months months
As of and for the years year ended ended ended
ended October 31, October 31, July 31, July 3
1999 2000 2001 2001 2001 2002 2002
---- ---- ---- ---- ---- ---- ----
(U.S. Dollars in millions)
EBITDA .......................................... $122.7 $157.5 $254.9 $261.0 $195.2 $142.2 $201.9
Gain on sale of timberland ...................... (4.6) (9.2) (79.7) (79.7) (78.7) (9.7) (10.7)
Restructuring charge ............................ -- -- 11.5 11.5 11.5 -- --
Other non-recurring costs ....................... -- -- 5.9 5.9 2.0 7.2 11.1
------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA ................................. $118.1 $148.3 $192.6 $198.7 $130.0 $139.7 $202.3
====== ====== ====== ====== ====== ====== ======
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Excluding the operations of Soterra, which is an unrestricted subsidiary under the indenture governing the notes, Adjusted EBITDA would have been $168.0 million for the twelve months ended July 31, 2002.
Prospective participants in the exchange offer should carefully consider all of the information contained in this prospectus, including the risks and uncertainties described below. The risk factors set forth below (with the exception of the first risk factor) are generally applicable to the original notes as well as the exchange notes.
Risk Factors Associated with the Exchange Offer
If you fail to follow the exchange offer procedures, your notes will not be accepted for exchange.
We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your original notes, properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your notes, we will not accept your outstanding notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of outstanding notes, we will not accept your outstanding notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.
If you fail to exchange your original notes for exchange notes, they will continue to be subject to the existing transfer restrictions and you may not be able to sell them.
We did not register the original notes, nor do we intend to do so following the exchange offer. Original notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. As a result, if you hold original notes after the exchange offer, you may not be able to sell them. To the extent any original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes that remain outstanding after the exchange offer may be adversely affected due to a reduction in market liquidity.
Because there is no public market for the exchange notes, you may not be able to resell them.
The exchange notes will be registered under the Securities Act but will constitute a new issue of securities with no established trading market, and there can be no assurance as to the liquidity of any trading market that may develop; the ability of holders to sell their exchange notes; or the price at which the holders will be able to sell their exchange notes.
We understand that certain of the initial purchasers presently intend to make a market in the exchange notes. However, they are not obligated to do so, and any market-making activity with respect to the exchange notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934 and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active market will exist for the exchange notes or that any trading market that does develop will be liquid.
Risk Factors Related to Investment in the Exchange Notes
Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations under the exchange notes. This debt could also adversely affect our operating flexibility and put us at a competitive disadvantage.
We have a substantial amount of debt. As of July 31, 2002, on a pro forma basis, after giving effect to the amended and restated senior credit facility, we would have had approximately $676.9 million of indebtedness.
Our substantial level of debt could have important consequences to you. These consequences may include:
. making it more difficult for us to satisfy our obligations with respect to the notes and our other debt;
. making it more difficult for us to obtain additional financing for working capital, capital expenditures, strategic acquisitions or other general corporate purposes;
. requiring a substantial portion of our cash flow to be dedicated to debt service payments instead of other purposes;
. increasing our vulnerability to general adverse economic and industry conditions;
. limiting our financial flexibility in planning for and reacting to changes in the industries in which we compete;
. placing us at a disadvantage compared to less leveraged competitors;
. exposing us to interest rate fluctuations because the interest on the debt under our amended and restated senior credit facility will be at variable rates; and
. having a material adverse affect on us if we fail to comply with the covenants in the indenture governing the notes or in the instruments governing our other debt.
We may not be able to generate a sufficient amount of cash flow to meet our debt service obligations, including the notes.
Our ability to make scheduled payments or to refinance our obligations with respect to the notes and our other debt will depend on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and to certain financial, business and other factors beyond our control. If our cash flow and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay scheduled expansions and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. We cannot assure you that our operating performance, cash flow and capital resources will be sufficient for payment of our debt in the future. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt service and other obligations, we cannot assure you as to the terms of any such transaction or how quickly any such transaction could be completed.
If we cannot make scheduled payments on our debt, we will be in default and, as a result:
. our debt holders could declare all outstanding principal and interest to be due and payable;
. our senior secured debt lenders could terminate their commitments and commence foreclosure proceedings against our assets; and
. we could be forced into bankruptcy or liquidation.
If our operating performance declines in the future, we may need to obtain waivers from the required lenders under our senior credit facility to avoid being in default. If we breach our covenants under the senior credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the senior credit facility and the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. See "Description of Senior Credit Facility" and "Description of Notes."
Our operations are substantially restricted by the terms of our debt, which could adversely affect us and increase your credit risk.
The indenture governing the notes and our senior credit facility include a number of significant restrictive covenants. These covenants restrict, among other things, our ability to:
. incur additional indebtedness; . pay dividends or make other restricted payments;
. create or permit certain liens; . sell assets;
. create or permit restrictions on the ability of our restricted
subsidiaries to pay dividends or make other distributions to us;
. engage in transactions with affiliates;
. incur layered indebtedness; and
. consolidate or merge with or into other companies or sell all or
substantially all of our assets.
As a result, these covenants could limit our ability to plan for or react to market conditions or to meet our capital needs.
In addition, our senior credit facility requires us to maintain certain financial ratios and meet other financial tests. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in lenders not being required to advance any more funds to us, as well as our being required to repay the borrowings under our senior credit facility before their due date. If we were unable to make this repayment or otherwise refinance these borrowings, the lenders under our senior credit facility could foreclose on our assets. If we were able to refinance these borrowings on less favorable terms, our results of operations and financial condition could be adversely affected by increased costs and rates.
Despite our debt levels, we may incur additional debt.
Despite the restrictions and limitations described above, we may be able to incur significant additional indebtedness. Our amended and restated senior credit facility and the indenture governing the notes permit additional borrowings under certain circumstances. See "Description of Senior Credit Facility" and "Description of Notes." As of July 31, 2002, on a pro forma basis, after giving effect to the amended and restated senior credit facility, we would have had approximately $129.5 million of additional borrowings available to us under the senior credit facility, subject to compliance with our financial and other covenants under the terms of our loan agreements.
The notes and guarantees will rank behind all of our and our guarantors' existing and future senior indebtedness. There may not be sufficient assets to make full payment on the notes after all senior indebtedness is paid.
The notes and the guarantees will be subordinated to the prior payment in full of our and the guarantors' existing and future senior indebtedness and equal in right of payment of all other existing and future senior subordinated indebtedness. As of July 31, 2002, on a pro forma basis, after giving effect to the amended and restated senior credit facility, we would have had $403.5 million of senior indebtedness and the guarantors would have had the same amount of senior indebtedness. All of the senior indebtedness of the guarantors will consist of their respective guarantees of senior indebtedness under the senior credit facility. Our and the guarantors' obligations under the notes are unsecured, while our and the guarantors' obligations under the senior credit facility are secured. Because of the subordination provisions of the notes, in the event of bankruptcy, liquidation or dissolution of our company or any guarantor, our assets or the assets of the guarantors would be available to pay obligations under the notes only after all payments have been made on our or the guarantor's senior indebtedness. We cannot assure you that sufficient assets will remain after all such payments have been made to make any payments on the notes. In addition, certain events of default under our senior indebtedness would prohibit us from making any payments on the notes, including payments of interest when due. The term "senior debt" is defined in the "Description of Notes-- Certain Definitions" section of this prospectus.
The subsidiary that conducts our timber operations in the United States is an unrestricted subsidiary.
Soterra, the subsidiary that owns and manages our timber operations in the United States, is an unrestricted subsidiary under the indenture governing the notes. For the twelve months ended July 31, 2002, Soterra generated net sales of $39.3 million and EBITDA of $44.2 million (EBITDA, but not net sales, included a $10.1 million gain on timberland sales which occurred during that period).
As an unrestricted subsidiary, Soterra will not be subject to the restrictive covenants in the indenture governing the notes and at any time will have the ability to, among other things, dispose of its assets or incur additional indebtedness, including secured and layered indebtedness. In the event that Soterra takes any of these actions, the holders of Soterra's indebtedness or liens will be entitled to payment on their claims from the assets of Soterra before any of those assets are made available to us, and we cannot assure you that any assets of Soterra will be available to us. We will also have the ability to dispose of our ownership interest in Soterra, including by way of dividends or distributions to our stockholders whereupon Soterra's guarantee of the notes would be released, and we cannot assure you that there will be any proceeds from a disposition of our ownership interest in Soterra.
Not all of our subsidiaries will guarantee the notes, and assets of our non-guarantor subsidiaries may not be available to make payments on the notes.
None of our foreign subsidiaries will guarantee the notes. These entities generate a significant portion of our consolidated revenues and cashflow. In the event that any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors will generally be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the notes will be effectively subordinated to all of the liabilities of our non-guarantor subsidiaries. If we enter into an asset securitization transaction in the future, the securitization subsidiary used in the transaction will not be a guarantor of the notes.
For information concerning the assets and results of operations of guarantor and non-guarantor subsidiaries, see Note 16 of the Notes to the Consolidated Financial Statements for the Years Ended October 31, 2001, 2000 and 1999 and Note 14 of the Notes to the Consolidated Interim Financial Statements for the Nine Months Ended July 31, 2002 and 2001 included elsewhere in the prospectus.
Our ability to meet our obligations under our indebtedness depends on the earnings and cash flows of our subsidiaries and the ability of our subsidiaries to pay dividends or advance or repay funds to us.
We conduct a significant portion of our operations through our subsidiaries. Consequently, our ability to service our debt and pay dividends is dependent, in part, upon the earnings from the businesses conducted by our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts to us, whether by dividends, loans, advances or other payments. Additionally, some of our subsidiaries are not wholly-owned by us, and thus, may not be subject to our control. The ability of our subsidiaries to pay dividends and make other payments to us depends on their earnings, capital requirements and general financial conditions and is restricted by, among other things, applicable corporate and other laws and regulations as well as, in the future, agreements to which our subsidiaries may be a party.
A court may void the guarantees of the notes or subordinate the guarantees to other obligations of our subsidiary guarantors.
Although standards may vary depending upon the applicable law, generally under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void all or a portion of the guarantees of the notes or subordinate the guarantees to other obligations of our subsidiary guarantors. If the claims of the holders of the notes against any guarantor were held to be subordinated in favor of other creditors of that guarantor, the other creditors would be entitled to be paid in full before any payment could be made on the notes. If one or more of the guarantees is voided or subordinated, we cannot assure you that after providing for all prior claims, there would be sufficient assets remaining to satisfy the claims of the holders of the notes.
We may not have sufficient funds or be permitted by our senior credit facility to purchase notes upon a change of control.
Upon a change of control, we will be required to make an offer to purchase all outstanding notes. However, we cannot assure you that we will have or will be able to borrow sufficient funds at the time of any change of control to make any required repurchases of notes, or that restrictions in our senior credit facility or other senior secured indebtedness we may incur in the future would permit us to make the required repurchases. For the foreseeable future, the covenants in our amended and restated senior credit facility will not permit us to make the required repurchases.
Risk Factors Related to Our Business
Our business is sensitive to general economic conditions. The cyclicality of our customers' industries could negatively impact our sales volume and revenues and our ability to respond to competition or take advantage of business opportunities.
Our revenues are derived from many customers in industries and businesses that are cyclical in nature and subject to changes in general economic conditions, which can cause our operating results to reflect this general cyclical pattern. In addition, because we conduct our operations in a variety of markets, we are subject to economic conditions in each of these markets. Accordingly, general economic downturns or localized downturns in markets where we have operations could have a material adverse effect on us and our business, results of operations and financial condition.
The majority of our products are commodities. Some of the industries in which we compete have had substantial overcapacity for several years. In addition, the industries in which we compete are capital intensive, which leads to high fixed costs and generally results in continued production as long as prices are sufficient to cover marginal costs. Historically, these conditions have contributed to substantial price competition and volatility in our industries. In the event of a recession, demand and prices are likely to drop substantially. Increased production by our competitors will also depress prices for our products.
Our sales and profitability have historically been more sensitive to price changes than changes in volume. Future decreases in prices for our products would adversely affect our operating results. These factors, coupled with our highly leveraged financial position, may adversely impact our ability to respond to competition and to other market conditions or to otherwise take advantage of business opportunities.
Our industries are highly competitive and price fluctuations could diminish our sales volume and revenues.
The industrial shipping containers and containerboard and corrugated products industries are highly competitive. Our competitors include large, vertically integrated industrial shipping containers and containerboard and corrugated products companies and numerous smaller companies. Because the majority of our products are commodities, the industries in which we compete are particularly sensitive to price fluctuations, as well as other factors including innovation, design, quality and service, with varying emphasis on these factors depending on the product line. To the extent that one or more of our competitors become more successful with respect to any key competitive factor, we could lose customers and our sales could decline. In addition, due to the tendency of certain customers to diversify their suppliers, we could be unable to increase or maintain sales volumes with particular customers.
Many of our competitors are less leveraged and have financial and other resources greater than ours and are able to better withstand adverse business cycles. If our facilities and processes are not as cost effective as those of our competitors, we may need to temporarily or permanently close such facilities and suffer a consequent reduction in our revenues.
The continuing consolidation of our customer base for our containerboard and corrugated products may intensify pricing pressures and have a material adverse effect on operations.
Over the last few years, many of our large customers for our containerboard and corrugated products have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of this segment of our business with our largest customers. In many cases, this consolidation has been accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of product purchased or the elimination of a price differential between the acquiring customer and the company acquired. Increased pricing pressures from our customers may have a material adverse effect on our profitability and results of operations.
Our foreign operations are subject to currency exchange, political, investment and other risks that could hinder us from making our debt service payments, increase our operating costs and adversely affect our results of operations.
We have operations in 41 countries. For the twelve months ended July 31, 2002, consolidated net sales from operations outside North America were approximately $635.7 million, which represented approximately 39% of our consolidated net sales. As a result of our foreign operations, we are subject to certain risks which could disrupt our operations or force us to incur unanticipated costs and have an adverse effect on our ability to make payments on our debt obligations, including our ability to make payments on the notes. Our operating performance is affected by devaluations and fluctuations in currency exchange rates by:
. translations into U.S. dollars for financial reporting purposes of the
assets and liabilities of our foreign operations conducted in local
currencies; and
. gains or losses from foreign operations conducted in currencies other
than their functional currency.
We are subject to various other risks associated with operating in foreign countries, such as the following:
. political, social and economic instability;
. war, civil disturbance or acts of terrorism;
. taking of property by nationalization or expropriation without fair
compensation;
. changes in government policies and regulations;
. imposition of limitations on conversions of foreign currencies into
dollars or remittance of dividends and other payments by foreign
subsidiaries.
. imposition or increase of withholding and other taxes on remittances
and other payments by foreign subsidiaries;
. hyperinflation in certain foreign countries; and
. impositions or increase of investment and other restrictions or
requirements by foreign governments.
Price fluctuations in raw materials and energy costs could adversely affect our ability to obtain the materials needed to manufacture our products and could adversely affect our manufacturing costs.
The principal raw materials used in the manufacture of our products are steel, resins, pulpwood, waste paper for recycling, and paper, which we purchase in highly competitive, price sensitive markets. These raw materials have historically exhibited price and demand cyclicality. Some of these materials have been, and in the future may be, in short supply. While we have not recently experienced any significant difficulty in obtaining our principal raw materials, we cannot assure you that this will continue to be the case in the future for any or all of our mills. We do not have long-term supply contracts or hedging arrangements in place for obtaining our principal raw materials.
The cost of producing our products is sensitive to the price of energy. Energy prices, in particular oil and natural gas, have increased significantly over the past year, with a corresponding effect on our production costs. We cannot assure you that energy prices will not remain at current rates or rise to even higher levels, or that our production costs, competitive position and results of operations will not be adversely affected thereby.
We are subject to environmental regulations and liabilities that could weaken our operating results.
Complying with existing and future environmental laws and regulations, particularly those relating to air and water quality, is a significant factor in our business and could impose material costs and liabilities on us. Our operations are subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, the protection of the environment, the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials and numerous other environmental laws and regulations. In the ordinary course of business, we are subject to periodic environmental inspections and monitoring by governmental enforcement authorities. In addition, our production facilities require environmental permits that are subject to revocation, modification and renewal.
We have incurred, and in the future may face, environmental liability for the costs of remediating soil or groundwater that is or was contaminated by us or a third party at various sites which are now or were previously owned or operated by us. There also may be similar liability at sites with respect to which either we have received, or in the future may receive, notice that we may be a potentially responsible party and which are the subject to cleanup activity under the Comprehensive Environmental Response, Compensation and Liability Act, analogous state laws and other laws concerning hazardous substance contamination. We have incurred in the past, and may incur in the future, civil and criminal fines and sanctions relating to environmental matters, including violations of environmental permits.
In the past we have made, and in the future may need to make, significant expenditures to comply with environmental laws and regulations. We have reserves based on current information to address environmental liabilities. However, we could incur additional significant expenditures due to changes in law or discovery of new information, and those expenditures could have a material adverse effect on our financial condition. The ultimate costs under environmental laws and the timing of such costs are difficult to predict and potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future.
Our business may be adversely impacted by work stoppages and other labor relations matters.
We are subject to risk of work stoppages and other labor relations matters because approximately 58% of our domestic employees are represented by collective bargaining units. We have experienced work stoppages and strikes in the past, and there may be work stoppages and strikes in the future. Any prolonged work stoppage or strike at any one of our principal manufacturing facilities could have a negative impact on our business, financial condition or results of operations.
Various Dempsey family members and trusts own a significant interest in us and may exercise their control in a manner detrimental to your interests.
Various members of the Dempsey family and their trusts currently control approximately 66% of the voting power of our company. Therefore, the Dempsey family has the power to direct our affairs and is able to determine the outcome of substantially all matters required to be submitted to stockholders for approval, including the election of all our directors. In addition, Naomi C. Dempsey and Michael H. Dempsey, members of the Dempsey family, are directors of our company. We cannot assure you that members of the Dempsey family will not exercise their control over us in a manner detrimental to your interests.
We may incur material product liability costs.
We are subject to the risk of exposure to product liability claims in the event that the failure of any of our products results in personal injury or death, and we cannot assure you that we will not experience material product liability losses in the future. We maintain insurance against product liability claims, but we cannot assure you that such coverage will be adequate for liabilities ultimately incurred or that, due to escalating costs, it will continue to be available on terms acceptable to us. A successful claim brought against us that exceeds available insurance coverage could have a negative impact on our business, financial condition or results of operations.
We may encounter difficulties arising from acquisitions or consolidation efforts.
During the past several years, we have invested, and in the future we may invest, a substantial amount of capital in acquisitions. Acquisitions involve numerous risks, including:
. difficulty in assimilating the operations and personnel of the
acquired company with our existing operations and realizing
anticipated synergies;
. the loss of key employees of the acquired company;
. difficulty in maintaining uniform standards, controls, procedures and
policies; and
. unrecorded liabilities of acquired companies that we failed to
discover during our due diligence investigations.
We cannot assure you that we will realize the expected benefits from future acquisitions or that our existing operations will not be harmed as a result of any such acquisitions. In addition, the cost of unsuccessful acquisition efforts could adversely affect our financial performance.
We have undertaken consolidation efforts in the past in connection with our acquisitions, and in connection with future acquisitions, we may need to undertake consolidation plans to eliminate duplicate facilities and to otherwise improve operating efficiencies. These future consolidation efforts may divert the attention of management, disrupt our ordinary operations or those of our subsidiaries or otherwise adversely affect our financial performance.
We may be subject to losses that might not be covered in whole or in part by existing insurance coverage. These uninsured losses could aversely affect our business, financial condition and results of operations.
We carry comprehensive liability, fire and extended coverage insurance on most of our facilities, with policy specifications and insured limits customarily carried for similar properties. However, there are certain types of losses, such as losses resulting from wars, acts of terrorism, or natural disasters, that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in that property, as well as the anticipated future revenues derived from the manufacturing activities conducted at that property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any such loss would adversely impact our business, financial condition and results of operations.
We are dependent on key personnel.
Our continued success will depend largely on the efforts and abilities of our executive officers and certain other key employees, some of whom have employment agreements with us. If, for any reason, these officers or key employees do not remain with us, our operations could be adversely affected until suitable replacements with appropriate experience can be found.
The frequency and volume of our timber and timberland sales will impact our financial performance.
We have a significant inventory of standing timber and timberlands. The decisions we make concerning the frequency and volume of sales of timber and timberlands will impact our financial performance.
The exchange offer is intended to satisfy our obligations under the Registration Rights Agreement that we entered into in connection with the private offering of the original notes. We will not receive any cash proceeds from the issuance of the exchange notes. The original notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness.
Our net proceeds from the private offering of the original notes, after deducting initial purchaser discounts and our expenses, were approximately $242.0 million. We used the proceeds from the private offering of the original notes to repay borrowings under our senior credit facility. As of July 31, 2002, our senior credit facility consisted of a $31.5 million outstanding U.S. Dollar Term Loan A, a $47.7 million outstanding Euro Term Loan A, a $293.3 million outstanding U.S. Dollar Term Loan B, and a $150 million revolving multicurrency credit facility, with $27.0 million outstanding, all of which accrued interest at either a LIBOR rate or an alternative base rate plus a calculated margin amount and reset on a periodic basis. On August 23, 2002, we amended and restated our senior credit facility. As amended, the senior credit facility consists of a $250.0 million revolving multicurrency credit facility maturing in February 2006, and a $300.0 million term loan maturing in August 2009.
The following table sets forth our unaudited historical capitalization as of July 31, 2002, which includes the effect of the offering of the original notes, and our unaudited pro forma capitalization as of such date after giving effect to the amended and restated senior credit facility. You should read this table in conjunction with the consolidated financial statements and the notes thereto and other financial data included elsewhere in this prospectus. See "Selected Historical Consolidated Financial Data."
As of July 31, 2002
-------------------
As
Actual Adjusted
------ --------
(in millions)
Cash ........................................................................... $ 21.2 $ 21.2
========== ==========
Senior credit facility(1):
Revolving credit facility ................................................ $ 27.0 $ 103.5
Term loan facilities ..................................................... 372.5 300.0
---------- ----------
Total senior credit facility ....................................... 399.5 403.5
Senior subordinated notes ...................................................... 248.0 248.0
Other debt ..................................................................... 25.4 25.4
---------- ----------
Total debt ..................................................................... 672.9 676.9
---------- ----------
Total stockholders' equity ..................................................... 582.2 582.2
---------- ----------
Total capitalization ........................................................... $ 1,255.1 $ 1,259.1
========== ==========
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(1) On August 23, 2002, we amended and restated our senior credit facility. As
amended, the senior credit facility consists of a $250.0 million revolving
multicurrency credit facility maturing in February 2006, and a $300.0
million term loan maturing in August 2009.
In the following table, we have provided the selected historical consolidated financial data for each of the five years in the period ended October 31, 2001, which are derived from our audited consolidated financial statements. The following table also sets forth the selected consolidated financial data for the nine-month periods ended July 31, 2002 and 2001, which are derived from our unaudited consolidated financial statements. The unaudited financial statements include all adjustments, consisting of normal recurring accruals which we consider necessary for a fair presentation of the financial position and the results of operations for these periods. The operating results for the nine months ended July 31, 2002 are not necessarily indicative of the results that may be expected for the entire year ending October 31, 2002. You should read the consolidated financial data below in conjunction with the consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations," contained elsewhere in this prospectus. The results of the operations of Van Leer Industrial Packaging are included in our consolidated financial statements from March 2, 2001, the date of acquisition, and thereby are included for five months of the nine months ended July 31, 2001, for eight months of the fiscal year ended October 31, 2001, for the entire period of the nine months ended July 31, 2002, and for the entire period of the twelve months ended July 31, 2002, but are not otherwise included in the consolidated financial statements for any other period. See also "Unaudited Pro Forma Condensed Combined Financial Data" contained elsewhere in this prospectus for the pro forma effects of the Van Leer Industrial Packaging acquisition as if that transaction had occurred as of November 1, 2000.
As of and for the
nine months ended
As of and for the years ended October 31, July 31,
----------------------------------------- --------
1997 1998 1999 2000 2001 2001 2002
---- ---- ---- ---- ---- ---- ----
(U.S. Dollars in millions)
Statement of Operations Data:
Net sales ......................................... $688.0 $845.8 $853.4 $964.0 $1,456.0 $1,011.2 $1,197.3
Gain on sale of timberland ........................ 0.8 8.1 4.6 9.2 79.7 78.7 9.7
Other income, net (1) ............................. 10.6 3.2 10.4 4.9 6.3 4.3 4.7
------ ------ ------ ------ -------- -------- --------
699.4 857.1 868.4 978.1 1,542.0 1,094.2 1,211.7
------ ------ ------ ------ -------- -------- --------
Cost of products sold ............................. 589.4 676.2 675.1 737.5 1,152.6 802.7 957.5
Selling, general and
administrative expenses ........................ 74.9 90.3 113.0 128.3 204.7 141.7 187.8
Restructuring charge (2) .......................... 5.3 27.5 -- -- 11.5 11.5 --
Debt extinguishment charge ........................ -- -- -- -- -- -- 4.4
Interest expense, net ............................. 0.3 7.5 13.0 11.8 45.2 29.3 40.9
------ ------ ------ ------ -------- -------- --------
669.9 801.5 801.1 877.6 1,414.0 985.2 1,190.6
------ ------ ------ ------ -------- -------- --------
Income before income taxes, minority
interest in income of consolidated
subsidiaries and equity in earnings
of affiliates .................................. 29.5 55.6 67.3 100.5 128.0 109.0 21.1
Income taxes ...................................... 11.4 22.5 26.7 38.0 48.5 41.3 7.6
------ ------ ------ ------ -------- -------- --------
Income before minority interest
in income of consolidated subsidiaries and
equity in earnings of affiliates ............... 18.1 33.1 40.6 62.5 79.5 67.7 13.5
Minority interest in income of consolidated
subsidiaries ...................... -- -- -- -- (0.6) (0.4) (0.6)
Equity in earnings of affiliates .................. 4.4 4.3 10.8 13.3 9.9 7.1 5.8
------ ------ ------ ------ -------- -------- --------
Net income ........................................ $ 22.5 $ 37.4 $ 51.4 $ 75.8 $ 88.8 $ 74.4 $ 18.7
====== ====== ====== ====== ======== ======== ========
Selected Financial Data:
EBITDA (3) ........................................ $ 61.8 $102.8 $122.7 $157.5 $ 254.9 $ 195.2 $ 142.2
Adjusted EBITDA (4) ............................... $ 66.3 $122.2 $118.1 $148.3 $ 192.6 $ 130.0 $ 139.7
Capital expenditures .............................. $ 36.2 $ 38.1 $ 49.3 $ 78.8 $ 42.7 $ 35.8 $ 29.9
Ratio of earnings to fixed charges ................ 19.9x 8.1x 6.0x 8.0x 3.7x 4.6x 1.6x
Balance Sheet Data
(at end of period):
Cash and cash equivalents ......................... $ 17.7 $ 41.3 $ 8.9 $ 13.4 $ 29.7 $ 56.3 $ 21.2
Working capital ................................... 112.5 160.3 145.3 148.2 210.7 233.6 193.8
Total assets ...................................... 594.5 878.4 911.0 939.3 1,771.2 1,777.4 1,726.2
Total debt ........................................ 52.2 235.0 258.0 235.0 714.0 738.5 672.9
Total stockholders' equity ........................ 439.0 460.1 488.0 542.5 586.3 599.9 582.2
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(1) Other income, net, primarily includes gain (loss) on sale of
facilities, foreign exchange gain (loss) and rental income.
(2) In the second quarter of 2001, we recorded a restructuring charge
related to the consolidation of certain duplicate facilities caused by
the Van Leer Industrial Packaging acquisition and to improve operating
efficiencies and capabilities. In addition, certain redundant
administrative functions were eliminated. A similar restructuring plan
was undertaken in relation to our acquisition of the industrial
container division of Sonoco Products Company in 1998, and there was a
restructuring charge related to the consolidation of certain
administrative facilities in 1997.
(3) EBITDA is defined as earnings before interest, income taxes,
depreciation, depletion, amortization, minority interest in income of
consolidated subsidiaries, equity in earnings of affiliates and debt
extinguishment charge. EBITDA is included in this table because it is
a basis on which we assess our financial performance and debt service
capabilities. However, EBITDA should not be considered in isolation or
viewed as a substitute for cash flow from operations, net income or
other measures of performance as defined by accounting principles
generally accepted in the United States or as a measure of our
company's profitability or liquidity. While EBITDA is frequently used
by securities analysts, lenders and others in their evaluation of
companies, EBITDA as used herein is not necessarily comparable to
other similarly titled captions of other companies due to potential
inconsistencies in the method of calculation. For information
regarding EBITDA by business segment, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Results of
Operations."
(4) Adjusted EBITDA excludes gain on sale of timberland, restructuring charges, and additional non-recurring costs related to the relocation of machinery, employees and other reorganization costs associated with the integration of the Van Leer Industrial Packaging acquisition, as follows:
As of and for the
nine months ended
As of and for the years ended October 31, July 31,
----------------------------------------- --------
1997 1998 1999 2000 2001 2001 2002
---- ---- ---- ---- ---- ---- ----
(U.S. Dollars in millions)
EBITDA ................................... $ 61.8 $ 102.8 $ 122.7 $ 157.5 $ 254.9 $ 195.2 $ 142.2
Gain on sale of timberland ............... (0.8) (8.1) (4.6) (9.2) (79.7) (78.7) (9.7)
Restructuring charge ..................... 5.3 27.5 -- -- 11.5 11.5 --
Other non-recurring costs ................ -- -- -- -- 5.9 2.0 7.2
------- -------- -------- -------- -------- -------- --------
Adjusted EBITDA .......................... $ 66.3 $ 122.2 $ 118.1 $ 148.3 $ 192.6 $ 130.0 $ 139.7
======= ======== ======== ======== ======== ======== ========
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The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations. This analysis should be read in conjunction with the consolidated financial statements and notes which appear elsewhere in this prospectus. This section contains certain "forward-looking statements" within the meaning of federal securities laws that involve risks and uncertainties, including statements regarding our plans, objectives, goals, strategies and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under "Disclosure Regarding Forward-Looking Statements" and "Risk Factors" and elsewhere in this prospectus. Our fiscal year begins on November 1 and ends on October 31 of the following year. Any references in this prospectus to the years 2002, 2001, 2000 or 1999, or to any quarter of those years relates to the fiscal year ending in that year.
General
Business Segments
We operate in three business segments: Industrial Shipping Containers; Containerboard & Corrugated Products; and Timber.
We are a leading global provider of industrial shipping container products such as steel, fibre and plastic drums, intermediate bulk containers ("IBCs"), closure systems for industrial shipping containers, and polycarbonate water bottles. We seek to provide complete packaging solutions to our customers by offering a comprehensive range of products and services on a global basis. We sell our products to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral, among others.
We sell our containerboard, corrugated sheets and other corrugated products and multiwall bags to customers in North America in industries such as packaging, automotive, food, and building products. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, building products, automotive components, books and furniture, as well as numerous other applications. Our full line of industrial and consumer multiwall bag products is used to ship a wide range of industrial and consumer products, such as fertilizers, chemicals, concrete, flour, sugar, feed, seed, pet foods, popcorn, charcoal, and salt, primarily for the agricultural, chemical, building products and food industries.
We also provide our customers with a variety of value-added packaging services to complement our industrial shipping and corrugated container products, such as total supply chain management services (including on-site packaging, warehousing, outgoing logistics, inventory management, vendor management, on-site labor management and contract filling), as well as research and development, engineering and design and testing services.
As of July 31, 2002, we owned approximately 272,500 acres of timberland in the southeastern United States. Our timber management is focused on the active harvesting and regeneration of our timber properties to achieve sustainable long-term yields on our timberland. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of market and weather conditions. Soterra, our subsidiary that owns and manages our timber operations in the United States, is an unrestricted subsidiary under the indenture governing the notes. See "Risk Factors--The subsidiary that conducts our timber operations in the United States is an unrestricted subsidiary."
Recent Acquisitions and Joint Ventures
Van Leer Industrial Packaging. In March 2001, we acquired Royal Packaging Industries Van Leer N.V., a Dutch company, Huhtamaki Holdings do Brasil Ltda., a Brazilian company, Van Leer France Holding S.A.S., a French company, Van Leer Containers, Inc., a U.S. company, and American Flange and Manufacturing Co., Inc., a U.S. company, which are collectively referred to as "Van Leer Industrial Packaging." We acquired Van Leer Industrial Packaging for $555.0 million less the amount of certain of its debt and other obligations ($206.4 million) as of the closing date. Van Leer Industrial Packaging was a worldwide provider of industrial packaging and components, including steel, fibre and plastic drums, polycarbonate water bottles, IBCs and closure systems for industrial shipping containers.
In connection with the Van Leer Industrial Packaging acquisition, we acquired a 25% interest in Socer-Embalagens, Lda. and a 40.06% interest in Balmer Lawrie-Van Leer. Socer-Embalagens reconditions used drums at its facility in Brazil and resells them to customers. Balmer Lawrie-Van Leer manufactures closure systems for industrial shipping containers and plastic drums at its two facilities in India.
The results of the operations of Van Leer Industrial Packaging are included in the consolidated financial statements for eight months of 2001 and for the entire period of 2002, but are not included in the consolidated financial statements for 1999 or 2000, or for the first four months of 2001. See also "Unaudited Pro Forma Condensed Combined Financial Data" contained elsewhere in this prospectus for the pro forma effects of the Van Leer Industrial Packaging acquisition as if that transaction had occurred as of November 1, 2000.
Great Lakes and Trend Pak. In April 1999, we purchased Great Lakes Corrugated Corp. ("Great Lakes") and Trend Pak, Inc. ("Trend Pak") for $20.8 million. Great Lakes manufactures corrugated containers in Toledo, Ohio. Trend Pak adds foam and other packaging materials to corrugated containers manufactured by Great Lakes.
Intermediate Bulk Container Business. In January 1999, we purchased the assets constituting the IBC business of Sonoco Products Company for $38.0 million. This business included one location in Lavonia, Georgia.
CorrChoice Joint Venture. In November 1998, we entered into a joint venture agreement to form CorrChoice, Inc. ("CorrChoice") with the then two shareholders of RDJ Holdings Inc. ("RDJ"), which owned one-half of the outstanding stock of Ohio Packaging Corporation ("OPC"), and the then minority shareholder (the "Minority Shareholder") of a subsidiary of OPC. CorrChoice manufactures corrugated sheets at seven locations in Georgia, Kentucky, Michigan, North Carolina and Ohio. We sell containerboard to CorrChoice, which it uses to produce corrugated sheets, and we purchase corrugated sheets from CorrChoice, with all transactions effected at prevailing market prices. Under the terms of the joint venture agreement, we contributed to CorrChoice all of our stock of Michigan Packaging Company and OPC in exchange for 63.24% of the outstanding stock of CorrChoice. In addition, under the terms of that joint venture agreement, the two shareholders of RDJ contributed all of their stock of RDJ and the Minority Shareholder contributed his stock in the subsidiary of OPC in exchange for an aggregate 36.76% of the outstanding stock of CorrChoice. In connection with the joint venture agreement, we entered into a voting agreement under which we can elect one-half of CorrChoice's board of directors, and therefore, we do not control CorrChoice. CorrChoice has been, and is expected to continue to be, self-supporting. Under certain circumstances, we may purchase, or be required to purchase, the other parties' interest in CorrChoice, or we may be required to sell our interest to the other parties, at a price determined in the manner described in the relevant agreement.
The joint venture agreement and related agreements contain certain covenants and restrictions on certain business activities. These restrictions have not affected our business or operations in any material respect and have not prevented us from pursuing any business opportunities that we desired to pursue.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements.
A summary of our significan