-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JLoUEUEHGJJ2aBA0glYgBc5IsMmf2aSchSy9CnPuz383lY0pUOiRGBFSVkGFz464 bgT35IEHYK2BMtyCDECrCw== 0000914760-04-000253.txt : 20041115 0000914760-04-000253.hdr.sgml : 20041115 20041115153433 ACCESSION NUMBER: 0000914760-04-000253 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAGENAH WILLIAM J III CENTRAL INDEX KEY: 0001208852 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ONE NORTHFIELD PLZ STREET 2: STE 300 CITY: NORTHFIELD STATE: IL ZIP: 60093 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WRIGLEY WM JR CO CENTRAL INDEX KEY: 0000108601 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 361988190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13094 FILM NUMBER: 041144863 BUSINESS ADDRESS: STREET 1: 410 N MICHIGAN AVE STREET 2: WRIGLEY BUILDING CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3126442121 MAIL ADDRESS: STREET 1: 410 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: WRIGLEY WILLIAM JR CO DATE OF NAME CHANGE: 19920703 SC 13D/A 1 h32833_13da3.txt AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Wm. Wrigley Jr. Company - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock (no par value) and Class B Common Stock (no par value) - -------------------------------------------------------------------------------- (Title of Class of Securities) 982526 10 5 (Common Stock) 982526 20 4 (Class B Common Stock) - -------------------------------------------------------------------------------- (CUSIP Number) William J. Hagenah III One Northfield Plaza, Suite 300, Northfield, IL 60093 (847) 441-2980 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 2004 - -------------------------------------------------------------------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Page 1 of 4 SCHEDULE 13D CUSIP No. 982526 10 5 (Common Stock) 982526 20 4 (Class B Common Stock) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS William J. Hagenah III, individually and as Trustee and Co-Trustee of various Wrigley Family Trusts - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ / (b)/ / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER(1) NUMBER OF SHARES 46,220 shares of Common Stock and BENEFICIALLY 45,540 shares of Class B Common Stock OWNED BY --------------------------------------------- EACH REPORTING 8 SHARED VOTING POWER(2) PERSON 640,000 shares of Common Stock and WITH 320,000 shares of Class B Common Stock --------------------------------------------- 9 SOLE DISPOSITIVE POWER(1) 7,684,208 shares of Common Stock and 4,986,878 shares of Class B Common Stock --------------------------------------------- 10 SHARED DISPOSITIVE POWER(2) 640,000 shares of Common Stock and 320,000 shares of Class B Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,324,208 shares of Common Stock and 5,306,878 shares of Class B Common Stock - -------------------------------------------------------------------------------- - -------- 1 Includes 46,220 shares of Common Stock and 45,540 shares of Class B Common Stock held by the filing person individually. 2 In addition to the shares reported above in (8) and (10), the reporting person is co-trustee with William Wrigley, Jr. of various Wrigley family trusts holding 3,560,856 shares of Common Stock and 2,039,970 shares of Class B Common Stock. The co-trustees share voting and dispositive power, but in the event of disagreement between the co-trustees regarding the voting, sale, exchange or disposition of the Wm. Wrigley Jr. Company stock in these trusts, William Wrigley, Jr. as an officer of the Wm. Wrigley Jr. Company, directs the voting, sale, exchange or disposition of the stock. Page 2 of 4 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% of shares of Common Stock and 15.8% shares of Class B Common Stock; pursuant to Rule 13d-3(d)(1)(i)(B) deemed to own 6.9% of the issued and outstanding Common Stock. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON 00 - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. See Item 3 in Amendment No. 1. The purpose of this amendment is to report the aggregate disposition of 2,023,100 shares of Common Stock, which was completed on November 3, 2004 and represents a disposition of beneficial ownership of Common Stock that exceeds 1% of the Common Stock outstanding as of October 29, 2004, as reported in the Company's Form 10-Q for the quarter ended September 30, 2004. Item 5. Interest in Securities of the Issuer. (a) 8,324,208 shares of Common Stock (4.4% of Common Stock outstanding) 5,306,878 shares of Class B Common Stock (15.8% of Class B Common Stock outstanding) Includes 46,220 shares of Common Stock and 45,540 shares of Class B Common Stock held by the filing person individually. Shares of Class B Common Stock are convertible at any time at the option of the holder into shares of Common Stock on a share-for-share basis. Pursuant to Rule 13d-3(d)(1)(i)(B), Mr. Hagenah is deemed to beneficially own 13,631,086 shares of Common Stock, representing 6.9% of the issued and outstanding shares, after giving effect to the assumed conversion by Mr. Hagenah of the shares of Class B Common Stock. The ownership percentages are based upon 190,871,069 shares of Common Stock and 33,567,353 shares of Class B Common Stock outstanding as of October 29, 2004, as reported in the Company's Form 10-Q for the quarter ended September 30, 2004. (b) Sole power to vote 46,220 shares of Common Stock (0.0%) 45,540 shares of Class B Common Stock (0.1%) Shared power to vote 640,000 shares of Common Stock (0.3%) 320,000 shares of Class B Common Stock (1.0%) Page 3 of 4 Sole power to dispose 7,684,208 shares of Common Stock (4.0%) 4,986,878 shares of Class B Common Stock (14.9%) Shared power to dispose 640,000 shares of Common Stock (0.3%) 320,000 shares of Class B Common Stock (1.0%) Power to vote and dispose is shared with Alison Wrigley Rusack. Item 2 information for Ms. Rusack is available in her Schedule 13D filing. Also see Footnote 2 of this Amendment. 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 correct. /s/ William J. Hagenah III Dated: November 15, 2004 ------------------------------------ William J. Hagenah III, individually and as Trustee and Co-Trustee of various Wrigley Family Trusts Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----