-----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, BueL/59mshO5Z0sCR68sgFXQYVZVVnwyEta+UN4/I5gGyE0mUBT3gEh/1L437TJ8 yHjrUWHK4qv2H38o0L4yGQ== 0000914760-05-000133.txt : 20050506 0000914760-05-000133.hdr.sgml : 20050506 20050506170630 ACCESSION NUMBER: 0000914760-05-000133 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050506 DATE AS OF CHANGE: 20050506 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: 05808861 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: RUSACK ALISON WRIGLEY CENTRAL INDEX KEY: 0001208813 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 8056861278 MAIL ADDRESS: STREET 1: 1825 BALLARD CANYON RD CITY: SOLVANG STATE: CA ZIP: 93463 SC 13D/A 1 r57019_13da4.txt MAY 6, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Wm. Wrigley Jr. Company (Name of Issuer) Common Stock (no par value) Class B Common Stock (no par value) - -------------------------------------------------------------------------------- (Title of Class of Securities) 982526 10 5 (Common Stock) 982526 20 4 (Class B Common Stock) - -------------------------------------------------------------------------------- (CUSIP Number) David A. Baker McDermott Will & Emery LLP 227 West Monroe Street Chicago, Illinois 60606 (312) 372-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 26, 2005 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Page 1 of 4 SCHEDULE 13D CUSIP No. 982526 10 5 (Common Stock) 982526 20 4 (Class B Common Stock) ------------------------------------------------------------- - -------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Alison Wrigley Rusack, individually and as Trustee and Co-Trustee of various Wrigley family trusts - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ / (b)/ / - -------------------------------------------------------------------------- 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) / / - -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------- 7 SOLE VOTING POWER(1) NUMBER OF SHARES 7,043,985 shares of Common Stock BENEFICIALLY 0 shares of Class B Common Stock OWNED BY ----------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING 640,000 shares of Common Stock PERSON 320,000 shares of Class B Common Stock WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER(2) 8,003,985 shares of Common Stock and 480,000 shares of Class B Common Stock ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 640,000 shares of Common Stock 320,000 shares of Class B Common Stock - -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,643,985 shares of Common Stock and 800,000 shares of Class B Common Stock - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% of shares of Common Stock and 2.4% of shares of Class B Common Stock; pursuant to Rule 13d-3(d)(1)(i)(B) deemed to own 4.9% of the issued and outstanding Common Stock - -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON 00 - -------------------------------------------------------------------------- - -------- (1) Includes 531 shares of Common Stock held by the filing person individually. (2) Includes 531 shares of Common Stock held by the filing person individually and 960,000 shares of Common Stock and 480,000 shares of Class B Common Stock held by a controlled corporation. Page 2 of 4 Item 4. Purpose of Transaction. See Item 4 in Amendment No. 2. The purpose of this amendment is to report (i) the aggregate disposition of 2,292,400 shares of Common Stock, which was completed on April 26, 2005 and represents a disposition of beneficial ownership of Common Stock that exceeds 1% of the Common Stock outstanding as of January 14, 2005, as reported in the Company's Form 10-K filed on February 11, 2005, and (ii) the additional aggregate disposition of 1,211,300 shares of Common Stock, which was completed on May 2, 2005. These sales were made from time to time on the NYSE for purposes of estate planning and diversification. Item 5. Interest in Securities of the Issuer. (a) 8,643,985 shares of Common Stock (4.5% of Common Stock outstanding) 800,000 shares of Class B Common Stock (2.4% of Class B Common Stock outstanding) Includes 531 shares of Common Stock held by the filing person individually and 960,000 shares of Common Stock and 480,000 Class B Common Stock held by a controlled corporation. Shares of Class B Common Stock 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), Ms. Rusack is deemed to beneficially own 9,443,985 shares of Common Stock, representing 4.9% of the issued and outstanding shares, after giving effect to the assumed conversion by Ms. Rusack of the shares of Class B Common Stock. The ownership percentages are based upon 191,331,428 shares of Common Stock and 33,483,014 shares of Class B Common Stock outstanding as of January 14, 2005, as reported in the Company's Form 10-K filed on February 11, 2005. (b) Sole power to vote 7,043,985 shares of Common Stock (3.7%) 0 shares of Class B Common Stock (0.0%) Shared power to vote 640,000 shares of Common Stock (0.3%) 320,000 shares of Class B Common Stock (1.0%) Sole power to dispose 8,003,985 shares of Common Stock (4.2%) 480,000 shares of Class B Common Stock (1.4%) Page 3 of 4 Shared power to dispose 640,000 shares of Common Stock (0.3%) 320,000 shares of Class B Common Stock (1.0%) Power to vote and dispose is shared with William J. Hagenah III. Item 2 information for Mr. Hagenah is contained in his Schedule 13D filing. (e) On May 2, 2005, the reporting person ceased to be the beneficial owner of more than 5% of the outstanding Common Stock of the Company. Item 7. Materials to be Filed As Exhibits. None. 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. /s/ Alison Wrigley Rusack Dated: May 6, 2005 ______________________________ Alison Wrigley Rusack, individually and as Trustee and Co-Trustee of various Wrigley family trusts -----END PRIVACY-ENHANCED MESSAGE-----