0000940180-01-500455.txt : 20011029
0000940180-01-500455.hdr.sgml : 20011029
ACCESSION NUMBER: 0000940180-01-500455
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011023
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: EDNA JEAN OFFIELD
CENTRAL INDEX KEY: 0000906435
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
STATE OF INCORPORATION: IL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 400 NORTH MICHIGAN
STREET 2: ROOM 407
CITY: CHICAGO
STATE: IL
ZIP: 60611
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: WRIGLEY WILLIAM 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: 005-06799
FILM NUMBER: 1764523
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
SC 13D/A
1
dsc13da.txt
SCHEDULE 13D/A AMENDMENT #22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
Wm. Wrigley Jr. Company
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
982526 10 5
---------------------------------------------------------------
(CUSIP Number)
Raymond H. Drymalski, Bell, Boyd & Lloyd LLC
70 West Madison Street, #3300
Chicago, Illinois 60602, (312) 372-1121
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 31, 2001
---------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13f-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 Pages
SCHEDULE 13D
CUSIP No. 982526 10 5 PAGE 2 of 7 Pages
-----------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON:
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only):
Edna Jean Offield
Not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS:
4 Not applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION:
6 United States
------------------------------------------------------------------------------
SOLE VOTING POWER:
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER:
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER:
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER:
WITH 10 0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11 0
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
13 0.0%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON:
14 IN (Deceased 3/31/01)
------------------------------------------------------------------------------
PAGE 3 of 7 Pages
This Amendment No. 22 relates to the joint statement on Schedule 13D, dated
October 18, 1991, as previously amended and as amended hereby (the "Statement"),
of Edna Jean Offield ("EJO" or the "reporting person"), James S. Offield ("JSO")
and Paxson H. Offield ("PHO") relating to the Common Stock, no par value (the
"Common Stock"), of the Wm. Wrigley Jr. Company (the "Company"). Pursuant to
transactions described in prior amendments to this Statement, each of JSO and
PHO ceased to be a beneficial owner of more than 5% of the outstanding shares of
Common Stock of the Company. Unless otherwise defined herein, all capitalized
terms used but not defined herein shall have the meanings given them in the
joint statement filed October 18, 1991 or any previous amendment. Except as
amended hereby, the information set forth in the Statement remains true,
complete and correct.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable
Item 4. Purpose of Transaction.
The reporting person died on March 31, 2001 and thereby ceased to be the
beneficial owner of more than five percent of the Common Stock of the Company.
The specific transactions through which the reporting person ceased to be the
beneficial owner of shares of Common Stock of the Company are described in Item
5(c)(ii).
Prior to her death, the reporting person effected the transfer of
shares of Common Stock specified in Item 5(c)(i) for tax planning purposes and
to decrease her equity position in the Company. As previously reported under
Item 5(b) of the Original Statement, the nature of the reporting person's
beneficial ownership of shares of Common Stock varied. However, regardless of
the nature of the reporting person's beneficial ownership of shares, all shares
of Common Stock reported by this Statement as having been beneficially owned by
her were held for investment purposes. Except as described in the preceding
sentence, prior to her death, the reporting person had no plans or proposals
which related to or would have resulted in any of the events described in
paragraphs (a) through (j) set forth under Item 4 of Schedule 13D.
PAGE 4 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) Shares of Class B Common Stock, no par value ("Class B Stock"), of
the Company are convertible at any time into shares of Common Stock on a share
for share basis, are entitled to ten votes per share and are subject to
restrictions on transfer. Because of the conversion feature of the Class B
Stock, rule 13d-3(d) under the Securities Exchange Act of 1934, as amended,
requires that the shares of Class B Stock beneficially owned by the reporting
person be treated as shares of Common Stock for purposes of this Statement. The
following table sets forth, with respect to the reporting person (i) the
aggregate number of shares of Common Stock, including Class B Stock,
beneficially owned, and (ii) the approximate percentage of outstanding shares of
Common Stock beneficially owned.
Shares of
Common Stock, including
Reporting Class B Stock, Percentage
Person Beneficially Owned Owned
---------- ------------------ ---------
EJO 0 0.0%
(b) The following table sets forth, with respect to the reporting person,
the number of shares of Common Stock, including Class B Stock, as to which the
reporting person has (i) sole power to vote or to direct the vote, (ii) shared
power to vote or direct the vote, (iii) sole power to dispose or direct the
disposition, and (iv) shared power to dispose or direct the disposition:
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power Power(F1) Power Power(F1)
-------- --------- ----------- --------- ---------
EJO 0 0 0 0
PAGE 5 of 7 Pages
(c) The reporting person effected the following transactions in the Common
Stock of the Company since Amendment No. 21 was filed:
(i)
Type of
Date Amount Price Transaction
------- -------- ------- --------------
1/23/01 20,000 $0.00 Conversion of
Class B into
Common Stock
2/21/01 20,000 $0.00 Conversion of
Class B into
Common Stock
(ii) On March 31, 2001, the reporting person died and the shares of Common Stock
previously reported as beneficially owned by the reporting person were
distributed pursuant to the terms of her will. As a result, the reporting person
ceased to be the beneficial owner of the 5,105,066 shares of Common Stock
reported to be owned by her in Amendment No. 21.
PAGE 6 of 7 Pages
(e) The reporting person died on March 31, 2001 and the shares of Common
Stock previously reported as beneficially owned by the reporting person were
distributed pursuant to the terms of her will. As a result, the reporting person
ceased to be the beneficial owner of more than five percent of the Common Stock
of the Company.
____________________
PAGE 7 of 7 Pages
Signature
After reasonable inquiry, the undersigned certify that the information set
forth in this Statement, or amendment thereto, is true, complete and correct.
Dated: October 23, 2001
The Northern Trust Company, Trustee of the
Edna Jean Offield Trust
/s/ Richard R. Miller
----------------------------------------
By: Richard R. Miller
Title: Senior Vice President