-----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, Rde0XPKCul5QIeEdlUTjgNWQbmxJSghfBAsjwwO189lCN2m28lqekkb6DuBp1OfM 4aCVpZf6pyTJtoajL16iXg== 0000914760-06-000108.txt : 20060622 0000914760-06-000108.hdr.sgml : 20060622 20060622104414 ACCESSION NUMBER: 0000914760-06-000108 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060622 DATE AS OF CHANGE: 20060622 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: 06918707 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_13da5.htm AMENDMENT NO. 5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)

 

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)

 

June 13, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

 

 

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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

10,075,164 shares of Common Stock and

 

 

BENEFICIALLY

11,302,346 shares of Class B Common Stock

OWNED BY                                                                                                                                                                  

 

EACH

 

 

REPORTING

8

SHARED VOTING POWER

 

 

PERSON

640,000 shares of Common Stock and

 

 

WITH

560,000 shares of Class B Common Stock

                                                                                                                                       

 

 

9

SOLE DISPOSITIVE POWER[1]

 

 

10,075,164 shares of Common Stock and

 

 

11,302,346 shares of Class B Common Stock

                                                                                                                                        

 

 

10

SHARED DISPOSITIVE POWER

 

 

640,000 shares of Common Stock and

 

 

560,000 shares of Class B Common Stock

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,715,164 shares of Common Stock and

 

 

11,862,346 shares of Class B Common Stock

 

 

 

_________________________

 [1] Includes 46,220 shares of Common Stock and 68,480 shares of Class B Common Stock held by the filing person individually.

 

 

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12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES

 

/ /

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.7% of shares of Common Stock and 13.4% of shares of Class B Common Stock; pursuant to Rule 13d-3(d)(1)(i)(B) deemed to own 11.2% of the issued and outstanding Common Stock.

 

14

TYPE OF REPORTING PERSON

 

00

 

 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

See Item 4.

 

Item 4. Purpose of Transaction.

 

On May 1, 2006, the Company distributed to all stockholders of record a one-time 5-for-4 stock dividend in which one share of Class B Common Stock was issued for every four shares of Common Stock and one share of Class B Common Stock was issued for every four shares of Class B Common Stock, in each case, held as of the close of business on April 17, 2006. As a result of the stock dividend, Mr. Hagenah, individually and as Trustee and Co-Trustee of various Wrigley Family Trusts, became the beneficial owner of additional shares of Class B Common Stock.

 

On June 13, 2006, Mr. Hagenah received notice that William Wrigley, Jr. resigned, effective as of May 31, 2006, as co-trustee of trusts for the benefit of certain family members of which he was serving as co-trustee with Mr. Hagenah. As a result of Mr. Wrigley, Jr.’s resignations, Mr. Hagenah became sole trustee and acquired voting or dispositive power over an aggregate of 3,560,856 shares of Common Stock and 3,440,175 shares of Class B Common Stock held by such trusts.

 

Item 5. Interest in Securities of the Issuer.

 

(a)

10,715,164 shares of Common Stock (5.7% of Common Stock outstanding)
11,862,346 shares of Class B Common Stock (13.4% of Class B Common Stock outstanding)

 

Includes 46,220 shares of Common Stock and 68,480 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 22,577,510 shares of Common Stock, representing 11.2% 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 188,937,249 shares of Common Stock and 88,562,539 shares of Class B Common Stock outstanding as of

 

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May 1, 2006, as reported in the Company’s Form 10-Q for the quarter ended March 31, 2006.

 

(b)

Sole power to vote

10,075,164 shares of Common Stock (5.3%)

11,302,346 shares of Class B Common Stock (12.8%)

 

Shared power to vote

640,000 shares of Common Stock (0.3%)

560,000 shares of Class B Common Stock (0.6%)

 

Sole power to dispose

10,075,164 shares of Common Stock (5.3%)

11,302,346 shares of Class B Common Stock (12.8%)

 

Shared power to dispose

640,000 shares of Common Stock (0.3%)

560,000 shares of Class B Common Stock (0.6%)

 

Power to vote and dispose is shared with Alison Wrigley Rusack with respect to 640,000 shares of Common Stock (0.3% of Common Stock outstanding) and 560,000 shares of Class B Common Stock (0.6% of Class B Common Stock outstanding).

 

Item 7. Material to Be Filed as Exhibits.

 

Not applicable.

 

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.

 

 

Dated: June 21, 2006

/s/ William J. Hagenah III

 


 

William J. Hagenah III,

individually and as Trustee and Co-Trustee of various Wrigley Family Trusts

 

 

 

 

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