-----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, LEzm/CD8yz2dYYL2SV2lGzNcBxOW+4cuMClX1F3vVPGwiBbTaMXJRlpvTiEqwsPe 9AzDtVp6BGsxCJIdXWYP5w== 0000950137-08-010355.txt : 20080807 0000950137-08-010355.hdr.sgml : 20080807 20080807130701 ACCESSION NUMBER: 0000950137-08-010355 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 GROUP MEMBERS: WILLIAM PRIVATE TRUST COMPANY GROUP MEMBERS: WILLIAM WRIGLEY, JR. 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: 005-13094 FILM NUMBER: 08997615 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WRIGLEY WILLIAM JR CENTRAL INDEX KEY: 0001163224 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 3126442121 MAIL ADDRESS: STREET 1: 410 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 c34612sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 13 )*

WM. WRIGLEY JR. COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
982526 10 5
(CUSIP Number)
Marshall E. Eisenberg, Esq.
Neal, Gerber & Eisenberg LLP
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 5, 2008
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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).

(continued on following pages)

 
 


 

                       
CUSIP No.
 
982526 10 5 
13D Page  
2  
  of   
6  
  Pages 

 

           
1   NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

William Wrigley, Jr.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  N/A
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORIGIN
   
  United States
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7   SOLE VOTING POWER
   
  Has sole voting power over 855,426 shares of Common Stock and 28,522 shares of Class B Common Stock. Each share of Common Stock is entitled to one vote per share while each share of Class B Common Stock is entitled to ten votes per share. Each share of Class B Common Stock is convertible into one share of Common Stock.
     
8   SHARED VOTING POWER
   
  Has shared voting power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock. Each share of Common Stock is entitled to one vote per share while each share of Class B Common Stock is entitled to ten votes per share. Each share of Class B Common Stock is convertible into one share of Common Stock.
     
9   SOLE DISPOSITIVE POWER
   
  Has sole dispositive power over 855,426 shares of Common Stock and 28,522 shares of Class B Common Stock.
     
10   SHARED DISPOSITIVE POWER
   
  Has shared dispositive power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock.
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  32,494,162 shares of which 24,614,175 shares are Class B Common Stock convertible into Common Stock.
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  Pursuant to Rule 13d—3(d)(1)(i)(B), deemed to own 13.3% of the issued and outstanding Common Stock, which includes 45.5% of Class B Common Stock convertible into Common Stock.
     
14   TYPE OF REPORTING PERSON*
   
  IN

 


 

                       
CUSIP No.
 
982526 10 5 
13D Page  
  of   
  Page

 

           
1   NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Wrigley Private Trust Company
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  N/A
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORIGIN
   
  South Dakota
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7   SOLE VOTING POWER
   
  0
     
8   SHARED VOTING POWER
   
  Has shared voting power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock. Each share of Common Stock is entitled to one vote per share while each share of Class B Common Stock is entitled to ten votes per share. Each share of Class B Common Stock is convertible into one share of Common Stock.
     
9   SOLE DISPOSITIVE POWER
   
  0
     
10   SHARED DISPOSITIVE POWER
   
  Has shared dispositive power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock.
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  31,610,214 shares of which 24,585,653 shares are Class B Common Stock convertible into Common Stock.
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  Pursuant to Rule 13d—3(d)(1)(i)(B), deemed to own 13.0% of the issued and outstanding Common Stock, which includes 45.5% of Class B Common Stock convertible into Common Stock.
     
14   TYPE OF REPORTING PERSON*
   
  OO


 

                       
CUSIP No.
 
982526 10 5 
13D Page  
4  
  of   
6  
  Pages 
     Except as specifically amended hereby, all other provisions of Mr. Wrigley, Jr.’s Schedule 13D filed on April 8, 1999, as amended by Amendment Nos. 1-12, 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 5. Interest in Securities of the Issuer.
     (a) Mr. Wrigley, Jr. is the beneficial owner (prior to the disclaimer of beneficial interest as described herein) of 7,879,987 shares of Common Stock, representing 3.6% of the issued and outstanding shares of Common Stock, and 24,614,175 shares of Class B Common Stock, representing 45.5% of the issued and outstanding shares of Class B Common Stock. Of these Shares, Mr. Wrigley, Jr. disclaims any beneficial interest in 6,251,816 shares of Common Stock and 8,973,407 shares of Class B Common Stock. Shares of Class B Common Stock are entitled to ten votes per share, are subject to restrictions on transfer and are convertible at any time at the option of the holder into shares of Common Stock on a share-for-share basis. Pursuant to Rule 13d-3(d)(1)(i)(B) under the Securities Exchange Act of 1934, Mr. Wrigley, Jr. is deemed to beneficially own 32,494,162 shares of Common Stock, representing 13.3% of the issued and outstanding shares of Common Stock, after giving effect to the assumed conversion by Mr. Wrigley, Jr. of the shares of Class B Common Stock (but not giving effect to the assumed conversion of the other outstanding shares of Class B Common Stock). Assuming conversion of all outstanding shares of Class B Common Stock (including those beneficially owned by Mr. Wrigley, Jr.) the 32,494,162 shares of Common Stock deemed beneficially owned by Mr. Wrigley, Jr. would represent 11.9% of the deemed issued and outstanding shares of Common Stock. The ownership percentages set forth herein are based upon 218,664,257 shares of Common Stock and 54,043,124 shares of Class B Common Stock outstanding as of July 31, 2008, as reported in the Company’s Form 10-Q for the fiscal quarter ended June 30, 2008.
     WPTC is the beneficial owner of 7,024,561 shares of Common Stock, representing 3.2% of the issued and outstanding shares of Common Stock, and 24,585,653 shares of Class B Common Stock, representing 45.5% of the issued and outstanding shares of Class B Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(B) under the Securities Exchange Act of 1934, WPTC is deemed to beneficially own 31,610,214 shares of Common Stock, representing 13.0% of the issued and outstanding shares of Common Stock, after giving effect to the assumed conversion by WPTC of the shares of Class B Common Stock (but not giving effect to the assumed conversion of the other outstanding shares of Class B Common Stock). Assuming conversion of all outstanding shares of Class B Common Stock (including those beneficially owned by WPTC) the 31,610,214 shares of Common Stock deemed beneficially owned by WPTC would represent 11.6% of the deemed issued and outstanding shares of Common Stock. Mr. Ungaretti, a director of WPTC, is the beneficial owner of 200 shares of Common Stock and 50 shares of Class B Common Stock, over which shares he has sole voting and dispositive power.
     (b) The number of shares as to which Mr. Wrigley, Jr. has the sole power to vote or to dispose, or the shared power to vote or to dispose is as follows:
     
Sole voting power:
  855,426 shares of Common Stock
28,522 shares of Class B Common Stock
 
   
Shared voting power:
  7,024,561 shares of Common Stock
24,585,653 shares of Class B Common Stock
 
   
Sole dispositive power:
  855,426 shares of Common Stock
28,522 shares of Class B Common Stock
 
   
Shared dispositive power:
  7,024,561 shares of Common Stock
24,585,653 shares of Class B Common Stock

 


 

                       
CUSIP No.
 
982526 10 5 
13D Page  
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  of   
6  
  Pages 
          The number of shares as to which WPTC has the sole power to vote or to dispose, or the shared power to vote or to dispose is as follows:
     
Sole voting power:
  0 shares of Common Stock
0 shares of Class B Common Stock
 
   
Shared voting power:
  7,024,561 shares of Common Stock
24,585,653 shares of Class B Common Stock
 
   
Sole dispositive power:
  0 shares of Common Stock
0 shares of Class B Common Stock
 
   
Shared dispositive power:
  7,024,561 shares of Common Stock
24,585,653 shares of Class B Common Stock
     (c) None.
     (d) Both Mr. Wrigley, Jr. and his brother, Philip K. Wrigley, have an economic interest in and the right to receive dividends from, or the proceeds from the sale of, certain Shares as beneficiaries of various trusts over which Mr. Wrigley, Jr. or WPTC is trustee.
     (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
     Mr. Wrigley, Jr. entered into an agreement with Santa Catalina Island Company, a Delaware corporation (“SCI Co.”), effective as of December 28, 2001, pursuant to which Mr. Wrigley, Jr. held an irrevocable proxy to vote the 960,000 shares of Common Stock and 840,000 shares of Class B Common Stock owned by SCI Co. (or certain permitted transferees) (the “SCI Shares”). Mr. Wrigley, Jr. did not have investment or dispositive power over the SCI Shares. In addition, pursuant to the agreement, Mr. Wrigley, Jr. had the right to purchase at the then-current market price any SCI Shares SCI Co. (or certain permitted transferees) intended to sell. On July 23, 2008, Mr. Wrigley, Jr. received written notice from SCI Co. that it intended to sell all of the SCI Shares and, effective July 25, 2008, Mr. Wrigley, Jr. did not exercise his right to purchase the SCI Shares. As of August 5, 2008, all of the SCI Shares have been sold and, as a result, such irrevocable proxy has terminated, Mr. Wrigley, Jr. no longer has the right to vote the SCI Shares and Mr. Wrigley, Jr. no longer has the right to purchase the SCI Shares.

 


 

                       
CUSIP No.
 
982526 10 5 
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6  
  of   
6  
  Pages 
SIGNATURE
     After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: August 7, 2008
         
     
  /s/ William Wrigley, Jr.    
  William Wrigley, Jr.   
     
 
  WRIGLEY PRIVATE TRUST COMPANY
 
 
  By:   /s/ Lucy Surchik    
    Name:   Lucy Surchik   
    Title:   Vice President   
 

 

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