-----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, Wnhp4w4hTcF5yg/6gHtzxVRFf8sCh5INkGFl5nPFPV14L7jcUezPQlINiUCDbMn7 rE8RsOevDKFjpiMt62GKUQ== 0000950131-02-002373.txt : 20020614 0000950131-02-002373.hdr.sgml : 20020614 20020614172646 ACCESSION NUMBER: 0000950131-02-002373 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAXSON H OFFIELD CENTRAL INDEX KEY: 0000906436 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 AVENUE 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: 02679990 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 AMENDMENT NO. 25 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25)* 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) June 14, 2002 (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 6 Pages - ------------------------------------------------------------------------------ CUSIP NO. 982526 10 5 SCHEDULE 13D Page 2 of 6 Pages - ------------------------------------------------------------------------------ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Paxson H. Offield - ------------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - ------------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------------ (4) SOURCE OF FUNDS Not applicable - ------------------------------------------------------------------------------ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------ (7) SOLE VOTING POWER NUMBER OF 1,448,079* SHARES ----------------------------------------------------------- (8) SHARED VOTING POWER BENEFICIALLY OWNED BY 8,104,842* ----------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER REPORTING 1,448,079* PERSON ----------------------------------------------------------- (10) SHARED DISPOSITIVE POWER WITH 8,104,842* - ------------------------------------------------------------------------------ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,552,921* - ------------------------------------------------------------------------------ (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - ------------------------------------------------------------------------------ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%* - ------------------------------------------------------------------------------ (14) TYPE OF REPORTING PERSON (See Instructions) IN - ------------------------------------------------------------------------------ * The shares reported include 115,094 shares of Common Stock of the Company which were in the process of being transferred, as described in Item 4(a) herein, when Amendment No. 24 was filed. PAGE 3 of 6_Pages This Amendment No. 25 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 and JSO 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. (a) The cashless distribution and cashless transfers specified in Item 5(c)(i) occurred as the result of (i) the distribution of the holdings of various family trusts following the death of EJO on March 31, 2001 and (ii) the subsequent transfer of shares received in the distribution from a family trust into newly-created trusts for which PHO and JSO have beneficial ownership of shares of Company Common Stock, and into the living trusts of PHO and JSO. (b) The reporting person effected the sale of shares of Common Stock specified in Item 5(c)(i) 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 6 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 182,844,044 shares of Common Stock outstanding as of April 15, 2002, plus the shares of Class B Stock that are beneficially owned by the reporting person.
Shares of Common Stock, including Reporting Class B Common Stock, Percentage Person Beneficially Owned Owned --------- ----------------------- ---------- PHO 9,552,921* 5.1%*
(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(F1) Power(F2) Power(F1) Power(F2) --------- ----------- --------- ----------- ----------- PHO 1,448,079*(F3) 8,104,842*(F4) 1,448,079*(F3) 8,104,842*(F4)
* The shares reported include 115,094 shares of Common Stock of the Company which were in the process of being transferred, as described in Item 4(a) herein, when Amendment No. 24 was filed. PAGE 5 of 6 Pages (c) The reporting person has effected the following transactions since Amendment No. 24 was filed:
(i) Amount Sold or Type of Date Transferred Price Transaction - ------- ------------ --------- ------------ 3/29/02 225,772 $0.00 Cashless distribution of shares from Wrigley Offield Trust A to Wrigley Offield Trust B 3/29/02 56,443 $0.00 Cashless transfer 3/29/02 56,443 $0.00 Cashless transfer 3/29/02 56,443 $0.00 Cashless transfer 3/29/02 56,443 $0.00 Cashless transfer 4/16/02 5,700 $55.070 Open Market 4/16/02 5,700 $55.070 Open Market 4/23/02 46,000 $54.237 Open Market 5/17/02 8,000 $0.00 Cashless exchange
(e) Not applicable. - ---------------------- (F1) Of the shares listed in this column, 793,896 are shares of Class B Stock beneficially owned by PHO. (F2) Of the shares listed in this column, 5,056,336 are shares of Class B stock beneficially owned by PHO. (F3) PHO beneficially owns (i) 132,993 of these shares in his capacity as trustee under his living trust and (ii) 1,315,086 of these shares as a result of the provisions of certain family trusts described under Item 6. PHO disclaims beneficial ownership of all of the shares described in clause (ii) of the preceding sentence. (F4) PHO beneficially owns (i) 2,486,118 of these shares as a result of being a trustee of several family trusts, (ii) 5,137,560 of these shares as a result of the provisions of certain family trusts described under Item 6, and (iii) 481,164 of these shares as a result of serving as a director of the Foundation, which is the legal owner of such 481,164 shares. PHO disclaims beneficial ownership of 1,427,062 of the shares described in clause (i) of the preceding sentence, 2,653,025 of the shares described in clause (ii) of that sentence and all of the shares described in clause (iii). PAGE 6 of 6 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: June 14, 2002 /s/ Paxson H. Offield --------------------- Paxson H. Offield -----END PRIVACY-ENHANCED MESSAGE-----