-----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, ChobqPp3oGo4wxaU8CF5XNP4PwVFJ1gnIYu+C/HQsxvbeWliT2LbPluQorpBjvsD CcONYLAx4F0ZgjFHIMU9IQ== 0000950131-00-006804.txt : 20001218 0000950131-00-006804.hdr.sgml : 20001218 ACCESSION NUMBER: 0000950131-00-006804 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001215 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: 789883 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 0001.txt AMENDMENT NO.20 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* 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) December 15, 2000 _______________________________________________________________ (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 8 Pages PAGE 2 of 8 Pages =============================================================================== SCHEDULE 13D CUSIP No. 982526 10 5 ----------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON: 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Edna Jean Offield ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS: 4 Not applicable - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION: 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER: 7 NUMBER OF 396,120 SHARES ----------------------------------------------------------- SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY 4,971,846 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER: 9 REPORTING 396,120 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER: WITH 10 4,971,846 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 5,367,966 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 5.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON: 14 IN - ------------------------------------------------------------------------------ PAGE 3 of 8 Pages This Amendment No. 20 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"). Pursuant to transactions described in prior amendments to this Statement, each of JSO and PHO 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 effected the transfer of shares of Common Stock specified in Item 5(c) for tax planning purposes and to decrease her equity position in the Company. As previously reported under Item 5(b) of the Original Statement, the nature of the reporting person's respective 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 her are held for investment purposes. In the normal course of managing her 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 8 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 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, 2,588,168 are shares of Class B Stock beneficially owned by EJO. The percentage calculations set forth below are based on 90,737,802 shares of Common Stock outstanding as of October 31, 2000, plus the respective number of shares of Class B Stock that are beneficially owned by the reporting person.
Shares of Reporting Common Stock Percentage Person Beneficially Owned Owned ---------- ------------------ --------- EJO 5,367,966 5.8%
(b) The following table sets forth, with respect to the reporting person, 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 4,971,846 396,120 4,971,846
PAGE 5 of 8 Pages (c) The reporting person has effected the following transactions in the Common Stock of the Company since Amendment No. 19 was filed:
Amount Sold or Type of Date Transferred Price Transaction ------- ------------ ------- ------------ 11/6/00 12,986 82.254 Open Market 11/6/00 12,986 82.254 Open Market 11/6/00 1,082 82.254 Open Market 11/6/00 3,030 82.254 Open Market 11/6/00 1,082 82.254 Open Market 11/6/00 1,082 82.254 Open Market 11/6/00 8,224 82.254 Open Market 11/6/00 3,290 82.254 Open Market 11/6/00 8,224 82.254 Open Market 11/6/00 1,731 82.254 Open Market 11/6/00 19,912 82.254 Open Market 11/6/00 2,554 82.254 Open Market 11/6/00 2,554 82.254 Open Market 11/6/00 13,851 82.254 Open Market 11/6/00 13,851 82.254 Open Market 11/7/00 568 82.167 Open Market 11/7/00 568 82.167 Open Market 11/7/00 47 82.167 Open Market 11/7/00 144 82.167 Open Market 11/7/00 47 82.167 Open Market 11/7/00 47 82.167 Open Market 11/7/00 360 82.167 Open Market 11/7/00 133 82.167 Open Market 11/7/00 360 82.167 Open Market 11/7/00 76 82.167 Open Market 11/7/00 872 82.167 Open Market 11/7/00 112 82.167 Open Market 11/7/00 112 82.167 Open Market 11/7/00 606 82.167 Open Market 11/7/00 606 82.167 Open Market 11/8/00 5,599 82.290 Open Market 11/8/00 5,599 82.290 Open Market 11/8/00 467 82.290 Open Market 11/8/00 1,418 82.290 Open Market 11/8/00 467 82.290 Open Market 11/8/00 467 82.290 Open Market 11/8/00 3,546 82.290 Open Market 11/8/00 1,306 82.290 Open Market 11/8/00 3,546 82.290 Open Market
PAGE 6 of 8 Pages
Amount Sold or Type of Date Transferred Price Transaction ------- ------------ ------- ------------ 11/8/00 747 82.290 Open Market 11/8/00 8,583 82.290 Open Market 11/8/00 1,101 82.290 Open Market 11/8/00 1,101 82.290 Open Market 11/8/00 5,973 82.290 Open Market 11/8/00 5,973 82.290 Open Market 11/9/00 5,165 83.462 Open Market 11/9/00 5,682 83.005 Open Market 11/9/00 5,682 83.462 Open Market 11/9/00 5,165 83.005 Open Market 11/9/00 473 83.462 Open Market 11/9/00 431 83.005 Open Market 11/9/00 1,440 83.462 Open Market 11/9/00 1,308 83.005 Open Market 11/9/00 473 83.462 Open Market 11/9/00 431 83.005 Open Market 11/9/00 473 83.462 Open Market 11/9/00 431 83.005 Open Market 11/9/00 3,598 83.462 Open Market 11/9/00 3,272 83.005 Open Market 11/9/00 1,326 83.462 Open Market 11/9/00 1,205 83.005 Open Market 11/9/00 3,598 83.462 Open Market 11/9/00 3,272 83.005 Open Market 11/9/00 758 83.462 Open Market 11/9/00 688 83.005 Open Market 11/9/00 8,714 83.462 Open Market 11/9/00 7,919 83.005 Open Market 11/9/00 1,016 83.005 Open Market 11/9/00 1,117 83.462 Open Market 11/9/00 1,016 83.005 Open Market 11/9/00 1,117 83.462 Open Market 11/9/00 5,509 83.005 Open Market 11/9/00 6,061 83.462 Open Market 11/9/00 6,061 83.462 Open Market 11/9/00 5,509 83.005 Open Market
PAGE 7 of 8 Pages (e) Not applicable. - ---------------------- Of the shares listed in this column, 2,588,168 are shares of Class B Stock beneficially owned by EJO. EJO beneficially owns these shares in her capacity as trustee under her living trust. EJO beneficially owns (i) 1,420,559 of these shares as a result of being a trustee of several family trusts, (ii) 3,193,173 of these shares as a result of the provisions of certain family trusts described under Item 6, and (iii) 358,114 of these shares as a result of serving as a director of the Foundation, which is the legal owner of such 358,114 shares. EJO disclaims beneficial ownership of all of the shares described in clauses (i) and (iii) of the preceding sentence and 1,364,327 of the shares described in clause (ii) of that sentence. PAGE 8 of 8 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: December 15, 2000 /s/ Edna Jean Offield ------------------------ Edna Jean Offield -----END PRIVACY-ENHANCED MESSAGE-----