-----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, N0Mx2K7PMooyT/18vWyHdzEWjpXf714LYE1+0+CQAvPuNCjhHsG+Gs7FsYiXRO9c PPDGYeTg0qgm2FQ6f6XzXA== 0000950131-99-001181.txt : 19990301 0000950131-99-001181.hdr.sgml : 19990301 ACCESSION NUMBER: 0000950131-99-001181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990226 GROUP MEMBERS: EDNA JEAN OFFIELD GROUP MEMBERS: PAXSON OFFIELD 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: 99552221 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: EDNA JEAN OFFIELD CENTRAL INDEX KEY: 0000906435 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 STREET 2: ROOM 407 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 AMENDMENT NO. 18 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* 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 70 West Madison Street, #3200 Chicago, Illinois 60602, (312) 372-1121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 26, 1999 (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(b)(3) or (4), check the following box ( ). Check the following box if a fee is being paid with the statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 9 Pages SCHEDULE 13D CUSIP No. 982526 10 5 PAGE 2 of 9 Pages 1 NAME OF REPORTING PERSON: Edna Jean Offield S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH-- 7 SOLE VOTING POWER: 396,120 8 SHARED VOTING POWER: 5,483,446 9 SOLE DISPOSITIVE POWER: 396,120 10 SHARED DISPOSITIVE POWER: 5,483,446 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5,879,566 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.2% 14 TYPE OF REPORTING PERSON: IN SCHEDULE 13D CUSIP No. 982526 10 5 PAGE 3 of 9 Pages 1 NAME OF REPORTING PERSON: Paxson H. Offield S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH-- 7 SOLE VOTING POWER: 97,000 8 SHARED VOTING POWER: 4,673,530 9 SOLE DISPOSITIVE POWER: 97,000 10 SHARED DISPOSITIVE POWER: 4,673,530 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,770,530 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.0% 14 TYPE OF REPORTING PERSON: IN PAGE 4 of 9 Pages This Amendment No. 18 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 and Paxson H. Offield ("PHO") relating to the Common Stock, no par value (the "Common Stock"), of the Wm. Wrigley Jr. Company (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 persons effected the transfer of shares of Common Stock specified in Item 5(c) for tax planning purposes and to decrease their equity position in the Company. As previously reported under Item 5(b) of the Original Statement, the nature of the reporting persons' respective beneficial ownership of shares of Common Stock varies. However, regardless of the nature of the reporting persons' beneficial ownership of shares, all shares of Common Stock reported by this Statement as being beneficially owned by them are held for investment purposes. In the normal course of managing their 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 persons may acquire or dispose of shares of Common Stock. Except as described in the preceding sentence, the reporting persons have 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 5 of 9 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 persons be treated as shares of Common Stock for purposes of this Statement. The following table sets forth, with respect to each of the reporting persons (i) the aggregate number of shares of Common Stock beneficially owned, and (ii) the approximate percentage of outstanding shares of Common Stock beneficially owned. Of the shares set forth under the middle column below, 2,598,168 and 2,088,018 are shares of Class B Stock beneficially owned by EJO and PHO, respectively. The percentage calculations set forth below are based on 92,932,204 shares of Common Stock outstanding as of October 15, 1998, plus the respective number of shares of Class B Stock that are beneficially owned by the reporting persons.
Shares of Reporting Common Stock Percentage Person Beneficially Owned Owned - --------- ------------------- ----------- EJO 5,879,566 6.2% PHO 4,770,530 5.0%
(b) The following table sets forth, with respect to each of the reporting persons, the number of shares of Common 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 Power Power Power - ----------- ------------- ----------- ------------- ------------ EJO 396,120 5,483,446 396,120 5,483,446 PHO 97,000 4,673,530 97,000 4,673,530
PAGE 6 of 9 Pages (c) The reporting persons have effected the following transactions in the Common Stock of the Company since Amendment No. 17 was filed:
Amount Sold or Type of Date Transferred Transferor Price Transaction - -------- ----------- ---------- -------- ----------- 12/22/98 50,100 EJO $88.7530 Open market 12/23/98 70,800 EJO $89.7950 Open market 12/24/98 8,000 EJO $90.0970 Open market 12/28/98 3,500 EJO $89.2680 Open market 12/29/98 44,200 EJO $89.5714 Open market 12/30/98 10,000 EJO $88.9181 Open market 12/31/98 152,400 EJO $89.1351 Open market 01/04/99 36,000 EJO $91.9097 Open market 01/04/99 700 EJO, PHO $91.5810 Open market 01/04/99 100 EJO, PHO $91.5810 Open market 01/04/99 700 EJO $91.5810 Open market 01/04/99 700 EJO $91.5810 Open market 01/04/99 7,500 EJO $91.5810 Open market 01/04/99 7,500 EJO $91.5810 Open market 01/04/99 8,600 EJO, PHO $91.5810 Open market 01/04/99 8,600 EJO, PHO $91.5810 Open market 01/04/99 36,000 EJO $91.9100 Open market 01/05/99 700 EJO, PHO $91.9130 Open market 01/05/99 100 EJO, PHO $91.9130 Open market 01/05/99 700 EJO $91.9130 Open market 01/05/99 700 EJO $91.9130 Open market 01/05/99 7,500 EJO $91.9130 Open market 01/05/99 7,500 EJO $91.9130 Open market 01/05/99 8,600 EJO, PHO $91.9130 Open market 01/05/99 8,600 EJO, PHO $91.9130 Open market 01/06/99 1,900 EJO, PHO $91.2370 Open market 01/06/99 200 EJO, PHO $91.2370 Open market 01/06/99 1,900 EJO $91.2370 Open market 01/06/99 1,900 EJO $91.2370 Open market 01/06/99 21,600 EJO $91.2370 Open market 01/06/99 21,600 EJO $91.2370 Open market 01/06/99 24,600 EJO, PHO $91.2370 Open market 01/06/99 24,600 EJO, PHO $91.2370 Open market 01/07/99 100 EJO, PHO $91.3090 Open market 01/07/99 100 EJO $91.3090 Open market 01/07/99 100 EJO $91.3090 Open market 01/07/99 1,600 EJO $91.3090 Open market 01/07/99 1,600 EJO $91.3090 Open market 01/07/99 2,100 EJO, PHO $91.3090 Open market
PAGE 7 of 9 Pages
Amount Sold or Type of Date Transferred Transferor Price Transaction - -------- ----------- ---------- -------- ----------- 01/07/99 1,800 EJO, PHO $91.3090 Open market 01/08/99 400 EJO, PHO $90.1400 Open market 01/08/99 100 EJO, PHO $90.1400 Open market 01/08/99 400 EJO $90.1400 Open market 01/08/99 400 EJO $90.1400 Open market 01/08/99 4,400 EJO $90.1400 Open market 01/08/99 4,400 EJO $90.1400 Open market 01/08/99 5,000 EJO, PHO $90.1400 Open market 01/08/99 5,100 EJO, PHO $90.1400 Open market 01/11/99 200 EJO, PHO $88.8590 Open market 01/11/99 200 EJO $88.8590 Open market 01/11/99 200 EJO $88.8590 Open market 01/11/99 1,700 EJO $88.8590 Open market 01/11/99 1,700 EJO $88.8590 Open market 01/11/99 2,000 EJO. PHO $88.8590 Open market 01/11/99 1,900 EJO, PHO $88.8590 Open market 01/12/99 300 EJO, PHO $87.8490 Open market 01/12/99 300 EJO $87.8490 Open market 01/12/99 300 EJO $87.8490 Open market 01/12/99 3,700 EJO $87.8490 Open market 01/12/99 3,700 EJO $87.8490 Open market 01/12/99 4,100 EJO, PHO $87.8490 Open market 01/12/99 4,300 EJO, PHO $87.8490 Open market 01/13/99 1,200 EJO, PHO $87.0600 Open market 01/13/99 200 EJO, PHO $87.0600 Open market 01/13/99 1,200 EJO $87.0600 Open market 01/13/99 1,200 EJO $87.0600 Open market 01/13/99 13,500 EJO $87.0600 Open market 01/13/99 13,500 EJO $87.0600 Open market 01/13/99 15,200 EJO, PHO $87.0600 Open market 01/13/99 15,400 EJO, PHO $87.0600 Open market 01/14/99 300 EJO $85.0000 Open market 01/14/99 300 EJO $85.0000 Open market 01/14/99 500 EJO, PHO $85.0000 Open market 01/14/99 400 EJO, PHO $85.0000 Open market 01/15/99 700 EJO, PHO $85.4700 Open market 01/15/99 100 EJO, PHO $85.4700 Open market 01/15/99 700 EJO $85.4700 Open market 01/15/99 700 EJO $85.4700 Open market 01/15/99 7,200 EJO $85.4700 Open market 01/15/99 7,200 EJO $85.4700 Open market 01/15/99 7,900 EJO, PHO $85.4700 Open market 01/15/99 7,900 EJO, PHO $85.4700 Open market
PAGE 8 of 9 Pages (e) Not applicable. - ---------------------- Of the shares listed in this column, 10,299 are shares of Class B Stock beneficially owned by PHO. Of the shares listed in this column, 2,598,168 and 2,077,719 are shares of Class B Stock beneficially owned by EJO and PHO, respectively. EJO beneficially owns these shares in her capacity as trustee under her living trust. EJO beneficially owns (i) 1,600,459 of these shares as a result of being a trustee of several family trusts, (ii) 3,505,873 of these shares as a result of the provisions of certain family trusts described under Item 6, and (iii) 377,114 of these shares as a result of serving as a director of the Foundation, which is the legal owner of such 377,114 shares. EJO disclaims beneficial ownership of all of the shares described in clauses (i) and (iii) of the preceding sentence and 1,517,427 of the shares described in clause (ii) of that sentence. The indicated reporting person beneficially owns these shares in his capacity as trustee under a living trust. PHO beneficially owns (i) 3,505,873 of these shares as a result of the provisions of certain family trusts described herein under Item 6, and (ii) 377,114 of these shares as a result of serving as a director of the Foundation, which is the legal owner of such 377,114 shares. PHO disclaims beneficial ownership of 2,799,382 of the shares described in clause (i) of the preceding sentence and all of the shares described in clause (ii) of that sentence. PAGE 9 of 9 Pages Signatures After reasonable inquiry, the undersigned certify that the information set forth in this Statement, or amendment thereto, is true, complete and correct. Dated: February 26, 1999 /s/ Edna Jean Offield ------------------------ Edna Jean Offield /s/ Paxson H. Offield ------------------------ Paxson H. Offield -----END PRIVACY-ENHANCED MESSAGE-----