-----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, L5v+J7Zbf7Cb+7LU1fxFZ++KT2y3LuCsTShPaPlvy4rdl0TtuJt34jeO4wfP2vDq ty8CgvILjPqjDlKaSfY9hQ== 0000950131-03-000480.txt : 20030207 0000950131-03-000480.hdr.sgml : 20030207 20030207140124 ACCESSION NUMBER: 0000950131-03-000480 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030207 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 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: 005-06799 FILM NUMBER: 03544242 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 dsc13da.txt AMENDMENT NO. 26 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 26)* 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) January 31, 2003 (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 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: Paxson H. Offield S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only): Not Applicable - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (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 1,491,562 SHARES ----------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER: OWNED BY 7,751,435 EACH ----------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 1,491,562 WITH ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER: 7,751,435 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,242,997 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.9% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN - -------------------------------------------------------------------------------- PAGE 3 of 7 Pages This Amendment No. 26 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" or the "reporting person") 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. The reporting person ceased to be the beneficial owner of more than five percent of the Common Stock of the Company as a result of the transactions specified in Item 5(c). The reporting person effected the sale of shares of Common Stock specified in Item 5(c) 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 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 (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 183,180,272 shares of Common Stock outstanding as of October 15, 2002, plus the shares of Class B Stock that are beneficially owned by the reporting person. Shares of Reporting Common Stock, including Person Class B Stock, Percentage Beneficially Owned Owned ---------- ------------------ ---------- PHO 9,242,997 4.9% (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 1,491,562(F3) 7,751,435(F4) 1,491,562(F3) 7,751,435(F4) PAGE 5 of 7 Pages (c) The reporting person effected the following transactions during the past 60 days: Type of Date Amount Price Transaction ---- ------ ----- ----------- 11/22/02 21,000 $54.532 Open Market 11/25/02 5,195 54.134 Open Market 11/25/02 934 54.134 Open Market 11/25/02 4,189 54.134 Open Market 11/25/02 2,904 54.134 Open Market 11/25/02 25,333 54.134 Open Market 11/25/02 52,288 54.134 Open Market 11/25/02 4,055 54.134 Open Market 12/02/02 131 54.010 Open Market 12/02/02 24 54.010 Open Market 12/02/02 106 54.010 Open Market 12/02/02 73 54.010 Open Market 12/02/02 641 54.010 Open Market 12/02/02 1,322 54.010 Open Market 12/02/02 103 54.010 Open Market 12/03/02 1,785 54.092 Open Market 12/03/02 321 54.092 Open Market 12/03/02 1,439 54.092 Open Market 12/03/02 998 54.092 Open Market 12/03/02 8,702 54.092 Open Market 12/03/02 17,962 54.092 Open Market 12/03/02 1,393 54.092 Open Market 12/16/02 2,189 54.000 Open Market 12/16/02 393 54.000 Open Market 12/16/02 1,766 54.000 Open Market 12/16/02 1,225 54.000 Open Market 12/16/02 10,678 54.000 Open Market 12/16/02 22,040 54.000 Open Market 12/16/02 1,709 54.000 Open Market PAGE 6 of 7 Pages (e) The reporting person ceased to be the beneficial owner of more than five percent of the Common Stock (including Class B Stock) of the Company as of January 31, 2003. - ---------------------- (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) 176,476 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. (F1) PHO beneficially owns (i) 2,435,564 of these shares as a result of being a trustee of several family trusts, (ii) 4,912,590 of these shares as a result of the provisions of certain family trusts described under Item 6, and (iii) 403,281 of these shares as a result of serving as a director of the Foundation, which is the legal owner of such 403,281 shares. PHO disclaims beneficial ownership of 1,427,062 of the shares described in clause (i) of the preceding sentence, 2,602,282 of the shares described in clause (ii) of that sentence and all of the shares described in clause (iii). 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: February 7, 2003 /s/ Paxson H. Offield ------------------------ Paxson H. Offield -----END PRIVACY-ENHANCED MESSAGE-----