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SC 13D/A#2 for Naomi A. Coyle Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

 

 

Greif, Inc.

(Name of Issuer)

 

 

Class B Common Stock, without par value

(Title of Class of Securities)

 

 

397624 20 6

(CUSIP Number)

 

 

Joseph P. Boeckman, Esq.

Baker & Hostetler LLP

65 East State Street

Suite 2100

Columbus, Ohio 43215

(614) 228-1541

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

September 9, 2003

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

SCHEDULE 13D/A

(Amendment No. 2)

CUSIP No.: 397624 20 6

 

  1.  

Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)

 

            Naomi A. Coyle Trust

    
  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds

 

            Not applicable

    
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Not applicable (trust has no designated place of organization)

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    Sole Voting Power

 

                -0- (as of September 9, 2003)

  8.    Shared Voting Power

 

                -0- (as of September 9, 2003)

  9.    Sole Dispositive Power

 

                -0- (as of September 9, 2003)

10.    Shared Dispositive Power

 

                -0- (as of September 9, 2003)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            -0- (as of September 9, 2003)

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

            -0-%

    
14.  

Type of Reporting Person

 

            OO (trust)

    

SCHEDULE 13D/A

(Amendment No. 2)

CUSIP No.: 397624 20 6

 

  1.  

Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)

 

            Naomi C. Dempsey Trust

    
  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds

 

            OO

    
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Not applicable (trust has no designated place of organization)

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    Sole Voting Power

 

                5,375,904 shares of Class B Common Stock (as of September 9, 2003)

  8.    Shared Voting Power

 

                -0- (as of September 9, 2003)

  9.    Sole Dispositive Power

 

                5,375,904 shares of Class B Common Stock (as of September 9, 2003)

10.    Shared Dispositive Power

 

                -0- (as of September 9, 2003)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            5,375,904 shares of Class B Common Stock (as of September 9, 2003)

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

            45.9%

    
14.  

Type of Reporting Person

 

            OO (trust)

    

SCHEDULE 13D/A

(Amendment No. 2)

CUSIP No.: 397624 20 6

 

  1.  

Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only)

 

            Michael H. Dempsey

    
  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds

 

            OO

    
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Citizen of the United States of America

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    Sole Voting Power

 

                6,484,564 shares of Class B Common Stock (as of September 9, 2003)

  8.    Shared Voting Power

 

                -0- (as of September 9, 2003)

  9.    Sole Dispositive Power

 

                6,484,564 shares of Class B Common Stock (as of September 9, 2003)

10.    Shared Dispositive Power

 

                -0- (as of September 9, 2003)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            6,484,564 shares of Class B Common Stock (as of September 9, 2003)

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

            55.3%

    
14.  

Type of Reporting Person

 

            IN

    

SCHEDULE 13D/A

(Amendment No. 2)

CUSIP No.: 397624 20 6

 

  1.  

Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only)

 

            Virginia D. Ragan

    
  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds

 

            OO

    
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Citizen of the United States of America

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    Sole Voting Power

 

                591,021 shares of Class B Common Stock (as of September 9, 2003)

  8.    Shared Voting Power

 

                -0- (as of September 9, 2003)

  9.    Sole Dispositive Power

 

                591,021 shares of Class B Common Stock (as of September 9, 2003)

10.    Shared Dispositive Power

 

                -0- (as of September 9, 2003)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            591,021 shares of Class B Common Stock (as of September 9, 2003)

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

            5.0%

    
14.  

Type of Reporting Person

 

            IN

    

ITEMS 1 THROUGH 7 OF

SCHEDULE 13D/A (AMENDMENT NO. 2)

FOR THE REPORTING PERSONS (AS DEFINED HEREIN)

 

On September 9, 2003, all of the assets held in the Naomi A. Coyle Trust (the “Coyle Trust”) were distributed to the beneficiaries of the Coyle Trust in complete liquidation of that trust. This distribution included 1,663,040 shares of Class B Common Stock of the Company (as those terms are defined below). As a result of this distribution, Virginia D. Ragan, a beneficiary of the Coyle Trust, received 332,608 shares of Class B Common Stock, which caused her to become a beneficial owner of more than 5% of the outstanding shares of Class B Common Stock. In addition, Michael H. Dempsey, the trustee and a beneficiary of the Coyle Trust, had a material reduction in his beneficial ownership of the Class B Common Stock. Ms. Ragan and Mr. Dempsey are brother and sister.

 

Item 1.   Security and Issuer

 

This Schedule 13D/A (Amendment No. 2) (this “Schedule 13D/A”) relates to the Class B Common Stock, without par value (the “Class B Common Stock”), of Greif, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 425 Winter Road, Delaware, Ohio 43015.

 

Item 2.   Identity and Background

 

  (a)   This Schedule 13D/A is being filed on behalf of each of the following persons (collectively, the “Reporting Persons” and, individually, a “Reporting Person”):

 

The Coyle Trust;

 

Naomi C. Dempsey Trust (the “NCD Trust”);

 

Michael H. Dempsey (“Mr. Dempsey”), who is the trustee and a beneficiary of both the Coyle Trust and the NCD Trust; and

 

Virginia D. Ragan (“Ms. Ragan”), who is a beneficiary of both the Coyle Trust and the NCD Trust.

 

  (b)   The business address for each Reporting Person is as follows:

 

For the Coyle Trust:   Naomi A. Coyle Trust

                c/o Michael H. Dempsey, Trustee

                2240 Encinitas Boulevard

                Suite D-403

                Encinitas, California 92024

 

For the NCD Trust:    Naomi C. Dempsey Trust

                c/o Michael H. Dempsey, Trustee

                2240 Encinitas Boulevard

                Suite D-403

                Encinitas, California 92024

For Mr. Dempsey:

  

Michael H. Dempsey

2240 Encinitas Boulevard

Suite D-403

Encinitas, California 92024

            

For Ms. Ragan:

  

Virginia D. Ragan

546 Westbury Woods Court

Westerville, Ohio 43081

            

 

  (c)   Present Principal Occupation or Employment:

 

For the Coyle Trust:

   Not applicable.            

For the NCD Trust:

   Not applicable            

For Mr. Dempsey:

   Investor.            

For Ms. Ragan:

   Investor.            

 

  (d)   Conviction in Criminal Proceedings: No Reporting Person has been, during the last five years, convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

  (e)   Party to Civil Proceeding: No Reporting Person has been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

  (f)   Citizenship:

 

For the Coyle Trust:

   Not applicable.            

For the NCD Trust:

   Not applicable            

For Mr. Dempsey:

   United States of America            

For Ms. Ragan:

   United States of America            

Item 3.   Source and Amount of Funds or Other Consideration

 

For the Coyle Trust:

    The Coyle Trust was created as an irrevocable trust around 1944 by Naomi A. Coyle. It is believed that the Coyle Trust acquired all of its Class B Common Stock in and around 1946 in privately negotiated transactions. On September 9, 2003, all of the assets held in the Coyle Trust, including 1,663,040 shares of Class B Common Stock, were distributed to the beneficiaries of the Coyle Trust in complete liquidation of that trust. At that time, Mr. Dempsey and Ms. Ragan each received 332,608 shares of Class B Common Stock as beneficiaries of the Coyle Trust.

For the NCD Trust:

    The NCD Trust was created by Naomi C. Dempsey during her lifetime as a living trust, with Ms. Dempsey serving as the trustee of, and retaining the right to revoke, the NCD Trust. During her lifetime, Ms. Dempsey funded the NCD Trust with a gift of 5,375,904 shares of Class B Common Stock. Ms. Dempsey died on July 14, 2003, at which time the trust became irrevocable. At Ms. Dempsey’s death, Mr. Dempsey became the successor trustee of the NCD Trust.

For Mr. Dempsey:

    Mr. Dempsey is the direct beneficial owner of 461,660 shares of Class B Common Stock. Mr. Dempsey acquired all of these shares by gift, including 332,608 shares received from the Coyle Trust on September 9, 2003 (see above). Mr. Dempsey is the trustee of the following trusts, which own the number of shares of Class B Common Stock indicated: (a) the NCD Trust—5,375,904 shares (Mr. Dempsey is also a beneficiary of this trust); (b) the John C. Dempsey Trust—278,500 shares (Mr. Dempsey is also a beneficiary of this trust); and (c) the Naomi C. Dempsey Charitable Lead Annuity Trust—116,175 shares (Mr. Dempsey is also a remainder beneficiary of this trust). It is believed that these trusts acquired all of their respective shares of Class B Common Stock by gift. Mr. Dempsey is also the president of the All Life Foundation, a charitable foundation. The All Life Foundation is the owner of 252,325 shares of Class B Common Stock. The All Life Foundation acquired all of its shares of Class B Common Stock by gift.

For Ms. Ragan:

    Ms. Ragan is the direct beneficial owner of 591,021 shares of Class B Common Stock. Ms. Ragan acquired all of these shares by gift, including 332,608 shares received from the Coyle Trust on September 9, 2003 (see above).

 

Item 4.   Purpose of Transaction

 

Except as otherwise described in this Item 4, no Reporting Person has any individual plans or proposals which relate to or would result in: (a) the acquisition or disposition of additional securities of the Company; (b) an extraordinary corporate transaction involving the Company and any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from the New York Stock Exchange; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above.

While no Reporting Person has any current plans or proposals which relate to or would result in the acquisition or disposition of additional securities of the Company from third parties, from time to time each Reporting Person may engage in transactions with other members of the Dempsey family or entities controlled by the Dempsey family (such as corporations, limited liability companies, partnerships and trusts) in which such Reporting Person may acquire or dispose of shares of Class B Common Stock.

 

Mr. Dempsey is a director of the Company. Changes to the Company’s present board of directors may occur as a result of persons nominated for election as directors by the board of directors or a committee thereof and who are subsequently elected by the Company’s Class B stockholders.

 

Item 5.   Interest in Securities of the Issuer.

 

(a)   (i)     For the Coyle Trust: On September 9, 2003, the Coyle Trust disposed of all of its shares of Class B Common Stock.

 

  (ii)   For the NCD Trust: The NCD Trust is the beneficial owner, in the aggregate, of 5,375,904 shares of Class B Common Stock, which represents approximately 45.9% of the outstanding shares of Class B Common Stock.

 

  (iii)   For Mr. Dempsey: Mr. Dempsey is the beneficial owner, in the aggregate, of 6,484,564 shares of Class B Common Stock, which represents approximately 55.3% of the outstanding shares of Class B Common Stock. Mr. Dempsey’s beneficial ownership is as follows:

 

  (A)   461,660 shares (approximately 3.9% of the outstanding shares) are directly owned by Mr. Dempsey.

 

  (B)   5,375,904 shares (approximately 45.9% of the outstanding shares) are directly owned by the NCD Trust, one of the other Reporting Persons. Mr. Dempsey automatically become the successor trustee of this trust upon the death of Naomi C. Dempsey on July 14, 2003. Mr. Dempsey is also a beneficiary of this trust.

 

  (C)   278,500 shares (approximately 2.4% of the outstanding shares) are directly owned by the John C. Dempsey Trust. Mr. Dempsey was appointed as the successor trustee of this trust on February 6, 2002. Mr. Dempsey is also a beneficiary of this trust.

 

  (D)   116,175 shares (approximately 1.0% of the outstanding shares) are directly owned by the Naomi C. Dempsey Charitable Lead Annuity Trust. Mr. Dempsey was appointed as the trustee of this trust in connection with its formation on December 8, 1998. Mr. Dempsey is also a remainder beneficiary of this trust.

 

  (E)   252,325 shares (approximately 2.2% of the outstanding shares) are directly owned by the All Life Foundation, a charitable foundation. Mr. Dempsey is the president of the All Life Foundation and has voting and investment power with respect to the shares of Class B Common Stock owned by such foundation.

 

  (iv)   For Ms. Ragan: Ms. Ragan is the beneficial owner, in the aggregate, of 591,021 shares of Class B Common Stock, which represents approximately 5.0% of the outstanding shares of Class B Common Stock, all of which are directly owned by Ms. Ragan.

(b)   (i)     For the Coyle Trust: On September 9, 2003, the Coyle Trust disposed of all of its shares of Class B Common Stock.

 

  (ii)   For the NCD Trust: Mr. Dempsey, as the trustee of the NCD Trust, has the sole power to vote and dispose of the 5,375,904 shares of Class B Common Stock owned by that trust.

 

  (iii)   For Mr. Dempsey: Mr. Dempsey, individually and in his trustee and other capacities, has the sole power to vote and dispose of the 6,484,564 shares of Class B Common Stock described in Item 5(a)(iii), above.

 

  (iv)   For Ms. Ragan: Ms. Ragan has the sole power to vote and dispose of the 591,021 shares of Class B Common Stock described in Item 5(a)(iv), above.

 

(c)

   (i )    For the Coyle Trust: On September 9, 2003, all of the assets held in the Coyle Trust, including 1,663,040 shares of Class B Common Stock, were distributed to the beneficiaries of the Coyle Trust in complete liquidation of that trust. At that time, Mr. Dempsey and Ms. Ragan each received 332,608 shares of Class B Common Stock as beneficiaries of the Coyle Trust.     

 

  (ii)   For the NCD Trust: No transactions in shares of Class B Common Stock were effected during the past 60 days by the NCD Trust.

 

  (iii)   For Mr. Dempsey: Except as described in Item 5(c)(i), above, no other transactions in shares of Class B Common Stock were effected during the past 60 days by Mr. Dempsey.

 

  (iv)   For Ms. Ragan: Except as described in Item 5(c)(i), above, no other transactions in shares of Class B Common Stock were effected during the past 60 days by Ms. Ragan.

 

(d)   No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Class B Common Stock beneficially owned by the Reporting Persons.

 

(e)   As described above, the Coyle Trust ceased to be the beneficial owner of more than 5% of the outstanding shares of Class B Common Stock on September 9, 2003.

 

Item 6.   Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.

 

There are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company.

 

Item 7.   Material to be Filed as Exhibits.

 

Exhibit 1   

Joint   Filing Agreement dated September 17, 2003, by and among each of the Reporting Persons.

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

 

September 17, 2003

      

NAOMI A. COYLE TRUST

           

/s/    MICHAEL H. DEMPSEY, TRUSTEE         

           

Michael H. Dempsey, Trustee of the

Naomi A. Coyle Trust

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

 

September 17, 2003

      

NAOMI C. DEMPSEY TRUST

           

/s/    MICHAEL H. DEMPSEY, TRUSTEE         

           

Michael H. Dempsey, Trustee of the

Naomi C. Dempsey Trust

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

 

September 17, 2003

      

/s/    MICHAEL H. DEMPSEY         

            Michael H. Dempsey

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

 

September 17, 2003

      

/s/    VIRGINIA D. RAGAN         

            Virginia D. Ragan
Joint Filing Agreement

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement (this “Agreement”) is made as of September 17, 2003, between the Naomi A. Coyle Trust, the Naomi C. Dempsey Trust, Michael H. Dempsey and Virginia D. Ragan (collectively, the “Joint Filers”).

 

Background Information

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Joint Filers desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing.

 

Statement of Agreement

 

The Joint Filers hereby acknowledge the accuracy of the foregoing Background Information and hereby agree as follows:

 

1. The Schedule 13D/A (Amendment No. 2) with respect to the shares of Class B Common Stock, without par value, of Greif, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.

 

2. Each of the Joint Filers is eligible to use Schedule 13D for the filing of information therein contained.

 

3. Each of the Joint Filers is responsible for the timely filing of Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; provided, however, that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

NAOMI A. COYLE TRUST

        

/s/     MICHAEL H. DEMPSEY, TRUSTEE         

            

Michael H. Dempsey, Trustee

Naomi A. Coyle Trust

            

NAOMI C. DEMPSEY TRUST

      

/s/    VIRGINIA D. RAGAN

            Virginia D. Ragan

/s/     MICHAEL H. DEMPSEY, TRUSTEE

            

Michael H. Dempsey, Trustee of the

Naomi C. Dempsey Trust

            

/s/    MICHAEL H. DEMPSEY

            
Michael H. Dempsey