0000940180-01-500456.txt : 20011029
0000940180-01-500456.hdr.sgml : 20011029
ACCESSION NUMBER: 0000940180-01-500456
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: 1764543
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 AMEND #23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
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)
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 8 Pages
SCHEDULE 13D
CUSIP No. 982526 10 5 PAGE 2 of 8 Pages
------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON:
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only):
Paxson H. 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 1,551,186
SHARES -----------------------------------------------------------
SHARED VOTING POWER:
BENEFICIALLY 8
OWNED BY 8,785,328
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER:
9
REPORTING 1,551,186
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER:
WITH 10 8,785,328
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11 10,336,514
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
13 5.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON:
14 IN
------------------------------------------------------------------------------
PAGE 3 of 8 Pages
This Amendment No. 23 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"), 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 EJO, JSO and PHO ceased to be a
beneficial owner of more than 5% of the outstanding shares of Common Stock of
the Company. As described below, PHO acquired beneficial ownership of additional
shares of Common Stock, causing PHO to again become the 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.
PHO acquired beneficial ownership of additional shares of Common Stock of
the Company as a result of the distribution of the holdings of various family
trusts following the death of EJO on March 31, 2001. As of September 30, 2001,
PHO had beneficial ownership of 10,336,514 shares of Common Stock of the Company
both (i) directly through the termination of certain trusts and distribution of
their holdings into existing or newly-created trusts of which PHO is a
beneficial owner of shares of Company Common Stock and (ii) as a result of
becoming a trustee of several existing family trusts. These transactions are
listed in Item 5(c)(i).
The reporting person effected the transfer of shares of Common Stock
specified in Item 5(c)(ii) for tax planning purposes and to decrease his 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 varies. However, regardless of the nature of the reporting
person's beneficial ownership of shares, all shares of Common Stock reported by
this Statement as being beneficially owned by him are held for investment
purposes. In the normal course of managing his investment in the Company's
Common Stock (whether the Common Stock is owned directly or indirectly as a
result of any of the facts described under Item 5(b) of this Statement), the
reporting person may acquire or dispose of shares of Common Stock. Except as
described in the preceding sentence, the reporting person has no plans or
proposals which relate to or would result in any of the events described in
paragraphs (a) through (j) set forth under Item 4 of Schedule 13D.
PAGE 4 of 8 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 (including
Class B Stock) beneficially owned. Of the shares set forth under the middle
column below, 5,850,232 are shares of Class B Stock beneficially owned by PHO.
The percentage calculation set forth below is based on 182,678,726 shares of
Common Stock outstanding as of July 31, 2001, plus the shares of Class B Stock
that are beneficially owned by the reporting person.
Shares of
Reporting Common Stock, including
Person Class B Common Stock, Percentage
Beneficially Owned Owned
---------- ------------------ ---------
PHO 10,336,514 5.5%
(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 Power Power
-------- --------- ----------- --------- -----------
PHO 1,551,186 8,785,328 1,551,186 8,785,328
PAGE 5 of 8 Pages
(c) The reporting person has effected the following transactions since
March 31, 2001:
(i)
Amount Type of
Date Acquired Price Transaction
------- ------------ --------- -----------------
3/31/01 59,074 $0.00 Cashless transfer
3/31/01 30,999 $0.00 Cashless transfer
3/31/01 30,999 $0.00 Cashless transfer
3/31/01 59,074 $0.00 Cashless transfer
3/31/01 30,999 $0.00 Cashless transfer
3/31/01 30,999 $0.00 Cashless transfer
3/31/01 334,052 $0.00 Cashless transfer
3/31/01 176,472 $0.00 Cashless transfer
3/31/01 176,472 $0.00 Cashless transfer
3/31/01 72,450 $0.00 Cashless transfer
3/31/01 36,000 $0.00 Cashless transfer
3/31/01 36,000 $0.00 Cashless transfer
3/31/01 393,197 $0.00 Cashless transfer
3/31/01 219,609 $0.00 Cashless transfer
3/31/01 219,609 $0.00 Cashless transfer
3/31/01 393,197 $0.00 Cashless transfer
3/31/01 219,609 $0.00 Cashless transfer
3/31/01 219,609 $0.00 Cashless transfer
3/31/01 6,000 $0.00 Cashless transfer
3/31/01 15,000 $0.00 Cashless transfer
3/31/01 480 $0.00 Cashless transfer
3/31/01 4,770 $0.00 Cashless transfer
3/31/01 29,800 $0.00 Cashless transfer
3/31/01 29,800 $0.00 Cashless transfer
3/31/01 5,250 $0.00 Cashless transfer
3/31/01 600,000 $0.00 Cashless transfer
3/31/01 192,240 $0.00 Cashless transfer
PAGE 6 of 8 Pages
(ii)
Amount
Sold or Type of
Date Transferred Price Transaction
------- ------------ --------- -----------
4/5/01 75,000 $47.395 Open Market
4/5/01 75,000 $47.395 Open Market
4/6/01 23,400 $47.239 Open Market
4/6/01 23,400 $47.239 Open Market
4/9/01 1,200 $47.000 Open Market
4/9/01 1,200 $47.000 Open Market
4/25/01 50,400 $47.321 Open Market
4/25/01 50,400 $47.321 Open Market
4/26/01 250,000 $47.913 Open Market
4/26/01 250,000 $47.913 Open Market
5/14/01 6,800 $48.885 Open Market
6/12/01 50,000 $47.962 Open Market
6/13/01 27,600 $47.913 Open Market
6/14/01 22,400 $47.657 Open Market
6/15/01 50,000 $47.394 Open Market
6/18/01 50,000 $47.328 Open Market
6/20/01 40,400 $47.798 Open Market
6/21/01 15,000 $48.500 Open Market
6/21/01 59,600 $47.650 Open Market
6/22/01 30,000 $47.883 Open Market
6/26/01 4,900 $47.039 Open Market
7/2/01 79,500 $47.592 Open Market
7/5/01 42,340 $47.445 Open Market
7/5/01 101,100 $47.748 Open Market
7/26/01 55,400 $48.742 Open Market
7/27/01 47,600 $49.009 Open Market
6/20/01 14,737 $ 0 Charitable gift for
no consideration
6/20/01 10,527 $ 0 Charitable gift for
no consideration
PAGE 7 of 8 Pages
(e) Not applicable.
----------------------
Of the shares listed in this column, 793,896 are shares of Class B Stock
beneficially owned by PHO.
Of the shares listed in this column, 5,056,336 are shares of Class B Stock
beneficially owned by PHO.
PHO beneficially owns (i) 128,100 of these shares in his capacity as
trustee under his living trust and (ii) 1,423,086 of these shares as a result of
the provisions of certain family trusts described under Item 6.
PHO beneficially owns (i) 2,627,118 of these shares as a result of being a
trustee of several family trusts, (ii) 5,591,546 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
566,664 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 566,664 shares. PHO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 3,024,554 of the shares described in clause (ii) of that
sentence.
PAGE 8 of 8 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 /s/ Paxson H. Offield
------------------------
Paxson H. Offield