-----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, OSQU0jKZqD+FOCfjY90t4zKhSnQjBt1dmMr5eYkc1rOmnKM24B1J1vGBmsxYl0LZ c57Z5YAqQbYWJr37PPknWw== 0000950137-01-500069.txt : 20010226 0000950137-01-500069.hdr.sgml : 20010226 ACCESSION NUMBER: 0000950137-01-500069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010223 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: SEC FILE NUMBER: 005-06799 FILM NUMBER: 1553076 BUSINESS ADDRESS: STREET 1: 410 N MICHIGAN AVE STREET 2: WRIGLEY BUILDING CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3126442121 FILED BY: 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 BUSINESS ADDRESS: STREET 1: 410 N MICHIGAN AVE STREET 2: WRIGLEY BUILDING CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3126442121 SC 13D/A 1 c60392a2sc13da.txt AMENDMENT #2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* WM. WRIGLEY JR. COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 982526 20 4 - -------------------------------------------------------------------------------- (CUSIP Number) Marshall E. Eisenberg, Esq. Neal, Gerber & Eisenberg Two North LaSalle Street Chicago, Illinois 60602 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 21, 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 13d-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(b) 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). (continued on following pages) Page 1 of 3 Pages 2 CUSIP NO. 982526 20 4 13D Except as specifically amended hereby, all other provisions of Mr. Wrigley, Jr.'s Schedule 13D filed on April 8, 1999, as amended by Amendment No. 1 thereto filed on January 12, 2001, remain in full force and effect. Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in such Schedule 13D. ITEM 4. PURPOSE OF THE TRANSACTION. Mr. Wrigley, Jr. has no present intention to purchase any additional shares of Common Stock or Class B Common Stock; however, depending on market conditions and other relevant factors (including constraints imposed by Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of the contemplated sales described in the next paragraph), he may purchase additional shares of Common Stock and/or Class B Common Stock on the open market or pursuant to one or more privately negotiated transactions, on such terms and at such times as he considers desirable. Mr. Wrigley, Jr. may determine to continue to hold the shares of Common Stock and Class B Common Stock beneficially owned by him, or may determine, from time to time, to dispose of a portion of such shares. In this regard, on February 21, 2001, Mr. Wrigley, Jr. entered into a plan to sell a portion of the shares of Common Stock beneficially owned by him. The plan, which is intended to qualify under Rule 10b5-1 promulgated under the Exchange Act, contemplates the sale by Mr. Wrigley, Jr. of up to $30 million of Common Stock during calendar 2001 and vests an unaffiliated third party with discretionary authority to determine the timing, price (within certain parameters) and other specific terms of each sale transaction. The plan will terminate upon the first to occur of the sale of $30 million of Common Stock or December 31, 2001. Except as set forth in this Item 4, Mr. Wrigley, Jr. does not have any plans or proposals that relate to or would result in any of the matters identified in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Page 2 of 3 Pages 3 CUSIP NO. 982526 20 4 13D 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: February 23, 2001 /s/ William Wrigley, Jr. ------------------------------- William Wrigley, Jr. Page 3 of 3 Pages -----END PRIVACY-ENHANCED MESSAGE-----