UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Greif Bros. Corporation
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(Name of Issuer)
Class B Common Stock, without par value
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(Title of Class of Securities)
397624 20 6
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(CUSIP Number)
Joseph P. Boeckman, Esq.
Baker & Hostetler LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
(614) 228-1541
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 3, 2001
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(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
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
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)
7 SOLE VOTING POWER
1,663,040 shares of Class B Common Stock (as of February 28, 2003)
8 SHARED VOTING POWER
-0- (as of February 28, 2003)
9 SOLE DISPOSITIVE POWER
1,663,040 shares of Class B Common Stock (as of February 28, 2003)
10 SHARED DISPOSITIVE POWER
-0- (as of February 28, 2003)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,663,040 shares of Class B Common Stock (as of February 28, 2003)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
14 TYPE OF REPORTING PERSON
OO (trust)
SCHEDULE 13D
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
7 SOLE VOTING POWER
2,287,442 shares of Class B Common Stock (as of February 28, 2003)
8 SHARED VOTING POWER
-0- (as of February 28, 2003)
9 SOLE DISPOSITIVE POWER
2,287,442 shares of Class B Common Stock (as of February 28, 2003)
10 SHARED DISPOSITIVE POWER
-0- (as of February 28, 2003)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,287,442 shares of Class B Common Stock (as of February 28, 2003)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14 TYPE OF REPORTING PERSON
IN
ITEMS 1 THROUGH 7 OF SCHEDULE 13D
FOR
NAOMI A. COYLE TRUST/MICHAEL H. DEMPSEY
Item 1. Security and Issuer
This Schedule 13D relates to the Class B Common Stock, without par
value (the "Class B Common Stock"), of Greif Bros. Corporation, a Delaware
corporation (the "Company"), whose principal executive offices are located at
425 Winter Road, Delaware, Ohio 43015.
Item 2. Identity and Background
(a) This Schedule 13D is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons" and,
individually, a "Reporting Person"):
The Naomi A. Coyle Trust (the "Coyle Trust"); and
Michael H. Dempsey ("Mr. Dempsey"). Mr. Dempsey is the trustee and
a beneficiary of the Coyle 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 Mr. Dempsey: Michael H. Dempsey
2240 Encinitas Boulevard
Suite D-403
Encinitas, California 92024
(c) Present Principal Occupation or Employment:
For the Coyle Trust: Not applicable.
For Mr. Dempsey: 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 Mr. Dempsey: 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. The source of funds used for such acquisitions came
from the assets used to fund the trust.
For Mr. Dempsey: Mr. Dempsey is the direct beneficial owner of 129,052
share of the Class B Common Stock. Mr. Dempsey acquired all of these shares by
gift. Mr. Dempsey is the trustee of the following trusts, which own the number
of shares of Class B Common Stock indicated: (a) the Coyle Trust--1,663,040
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--119,825 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 97,025 shares of Class B
Common Stock. The All Life Foundation acquired all of its shares of Class B
Common Stock by gift.
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) For the Coyle Trust: The Coyle Trust is the beneficial owner, in
the aggregate, of 1,663,040 shares of Class B Common Stock, which
represents 14.1% of the outstanding shares of Class B Common
Stock.
For Mr. Dempsey: Mr. Dempsey is the beneficial owner, in the
aggregate, of 2,389,092 shares of Class B Common Stock, which
represents 19.4% of the outstanding shares of Class B Common Stock.
Mr. Dempsey's beneficial ownership is as follows:
(i) 129,052 shares (1.1% of the outstanding shares) are directly
owned by Mr. Dempsey.
(ii) 1,663,040 shares (14.1% of the outstanding shares) are
directly owned by the Coyle Trust, the other Reporting
Person. Mr. Dempsey was appointed as the trustee of the Coyle
Trust on January 3, 2001. Mr. Dempsey is also a beneficiary
of this trust.
(iii) 278,500 shares (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.
(iv) 119,825 shares (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.
(v) 97,025 shares (0.8% 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.
(b) Mr. Dempsey, as the trustee of the Coyle Trust, has the sole
power to vote and dispose of the 1,663,040 shares of Class B
Common Stock.
(c) Other than as described below, no transactions in the shares of
Class B Common Stock were effected during the past 60 days by the
Filing Person:
On January 13, 2003, the John C. Dempsey Trust sold 100,000 shares
of Class B Common Stock at $26.80 per share in a privately
negotiated transaction with Naomi C. Dempsey. Naomi C. Dempsey is
the mother of Michael H. Dempsey, the trustee and a beneficiary of
the John C. Dempsey Trust.
(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 Filing Persons.
(e) Not applicable.
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 Filing 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 February 28, 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.
February 28, 2003 THE NAOMI A. COYLE TRUST
/s/ Michael H. Dempsey, Trustee
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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.
February 28, 2003 /s/ Michael H. Dempsey
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Michael H. Dempsey