UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
January 3, 1994
(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 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 6 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: 96,120
8 SHARED VOTING POWER: 10,567,848
9 SOLE DISPOSITIVE POWER: 96,120
10 SHARED DISPOSITIVE POWER: 10,567,848
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 10,663,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.80%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 6 Pages
1 NAME OF REPORTING PERSON: James S. 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: 106,662
8 SHARED VOTING POWER: 7,066,554
9 SOLE DISPOSITIVE POWER: 106,662
10 SHARED DISPOSITIVE POWER: 7,066,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,173,216
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.94%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 6 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: 96,997
8 SHARED VOTING POWER: 6,565,510
9 SOLE DISPOSITIVE POWER: 96,997
10 SHARED DISPOSITIVE POWER: 6,565,510
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 6,662,507
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.37%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 6 Pages
This Amendment No. 11 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 ("JSO") and
Paxson H. Offield ("PHO") relating to the Common Stock, no par value, 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.
EJO transferred 32,040 shares and the Wrigley Offield Trust ("WO Trust")
transferred 609,912 shares of the Company's Class B Common Stock, without par
value (the "Class B Common Stock") on August 18, 1993 in exchange for the same
number of shares of the Company's Common Stock beneficially owned by William
Wrigley, the President and Chief Executive Officer of the Company. The shares
were exchanged on a one-for-one basis, and there was no cash or other
consideration involved in the exchange.
Item 4. Purpose of Transaction.
The exchange of 641,952 shares of Class B Common Stock for the same
number of shares of Common Stock was effected to provide for the continuing
ownership of such Class B Common Stock (which has ten votes per share) by
members of the extended Wrigley family or their affiliates while providing
EJO and the WO Trust with flexibility to consider future sales of all or part of
their respective shares, without regard to the restrictions set forth in the
Company's Restated Certificate of Incorporation applicable to the Company's
Class B Common Stock.
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, 3,253,362, 2,024,034 and
1,792,119 are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively. The percentage calculations set forth below are based on
90,370,853 shares of Common Stock outstanding as of July 15, 1993, plus the
respective number of shares of Class B Stock that are beneficially owned by the
reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned<F1> Owned
---------- ------------------ ---------
<S> <C> <C>
EJO 10,663,968 11.80%
JSO 7,173,216 7.94%
PHO 6,662,507 7.37%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 96,120<F3> 10,567,848<F4> 96,120<F3> 10,567,848<F4>
JSO 106,662<F5> 7,066,554<F6> 106,662<F5> 7,066,554<F6>
PHO 96,997<F5> 6,565,510<F7> 96,997<F5> 6,565,510<F7>
</TABLE>
(c) The reporting persons have effected the following transactions in
the Common Stock of the Company since Amendment No. 10 was filed:
<TABLE>
<CAPTION>
Type of
Date Amount Sold Price Transaction
------ ------- ----- ------------
<S> <C> <C> <C>
08/18/93 641,952 $0.00 Cashless Exchange
</TABLE>
- ----------------------
<F1> Of the shares listed in this column, 81,066 and 75,999 are shares of
Class B Stock beneficially owned by JSO and PHO, respectively.
<F2> Of the shares listed in this column, 3,253,362, 1,942,968 and 1,716,120
are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 4,002,338 of these shares as a result of being a
trustee of several family trusts, (ii) 6,025,396 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
540,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 540,114 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 2,523,291 of the shares described in clause (ii) of that
sentence.
<F5> The indicated reporting person beneficially owns these shares in his
capacity as trustee under a living trust.
<F6> JSO beneficially owns (i) 501,044 of these shares as a result of being a
trustee of several family trusts, (ii) 6,025,396 of these shares as a result
of the provisions of certain family trusts described under Item 6, and (iii)
540,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 540,114 shares. JSO disclaims
beneficial ownership of 430,380 of the shares described in clause (i) of the
preceding sentence, 3,130,311 of the shares described in clause (ii) of that
sentence and all of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 6,025,396 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
540,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 540,114 shares. PHO disclaims
beneficial ownership of 3,099,911 of the shares described in clause (i) of the
preceding sentence and all of the shares described in clause (ii) of that
sentence.
<PAGE>
PAGE 6 of 6 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: January 3, 1994 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
********************
END AMENDMENT 11
********************
BEGIN AMENDMENT 10
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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)
August 18, 1993
(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 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 6 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: 96,120
8 SHARED VOTING POWER: 10,567,848
9 SOLE DISPOSITIVE POWER: 96,120
10 SHARED DISPOSITIVE POWER: 10,567,848
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 10,663,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.80%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 6 Pages
1 NAME OF REPORTING PERSON: James S. 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: 106,662
8 SHARED VOTING POWER: 7,066,554
9 SOLE DISPOSITIVE POWER: 106,662
10 SHARED DISPOSITIVE POWER: 7,066,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,173,216
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.94%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 6 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: 96,997
8 SHARED VOTING POWER: 6,565,510
9 SOLE DISPOSITIVE POWER: 96,997
10 SHARED DISPOSITIVE POWER: 6,565,510
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 6,662,507
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.37%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 6 Pages
This Amendment No. 10 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 ("JSO") and
Paxson H. Offield ("PHO") relating to the Common Stock, no par value, 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.
EJO transferred 32,040 shares and the Wrigley Offield Trust ("WO Trust")
transferred 609,912 shares of the Company's Class B Common Stock, without par
value (the "Class B Common Stock") on August 18, 1993 in exchange for the same
number of shares of the Company's Common Stock beneficially owned by William
Wrigley, the President and Chief Executive Officer of the Company. The shares
were exchanged on a one-for-one basis, and there was no cash or other
consideration involved in the exchange.
Item 4. Purpose of Transaction.
The exchange of 641,952 shares of Class B Common Stock for the same
number of shares of Common Stock was effected to provide for the continuing
ownership of such Class B Common Stock (which has ten votes per share) by
members of the extended Wrigley family or their affiliates while providing
EJO and the WO Trust with flexibility to consider future sales of all or part
of their respective shares, without regard to the restrictions set forth in
the Company's Restated Certificate of Incorporation applicable to the
Company's Class B Common Stock.
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,
3,253,362, 2,024,034 and 1,792,119 are shares of Class B Stock beneficially
owned by EJO, JSO and PHO, respectively. The percentage calculations set
forth below are based on 90,370,853 shares of Common Stock outstanding as of
July 15, 1993, plus the respective number of shares of Class B Stock that
are beneficially owned by the reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned<F1> Owned
---------- ------------------ ---------
<S> <C> <C>
EJO 10,663,968 11.80%
JSO<F9> 7,173,216 7.94%
PHO 6,662,507 7.37%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 96,120<F3> 10,567,848<F4> 96,120<F3> 10,567,848<F4>
JSO 106,662<F5> 7,066,554<F6> 106,662<F5> 7,066,554<F6>
PHO 96,997<F5> 6,565,510<F7> 96,997<F5> 6,565,510<F7>
</TABLE>
(c) The reporting persons have effected the following transactions in
the Common Stock of the Company since Amendment No. 9 was filed:
<TABLE>
<CAPTION>
Type of
Date Amount Sold Price Transaction
------ ------- ----- ------------
<S> <C> <C> <C>
08/18/93 641,952 $0.00 Cashless Exchange
</TABLE>
- ----------------------
<F1> Of the shares listed in this column, 81,066 and 75,999 are shares of
Class B Stock beneficially owned by JSO and PHO, respectively.
<F2> Of the shares listed in this column, 3,253,362, 1,942,968 and 1,716,120
are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 4,002,338 of these shares as a result of being
a trustee of several family trusts, (ii) 6,025,396 of these shares as a result
of the provisions of certain family trusts described under Item 6, and (iii)
540,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 540,114 shares. EJO disclaims
beneficial ownership of all of the shares described in clauses (i) and (iii)
of the preceding sentence and 2,523,291 of the shares described in clause (ii)
of that sentence.
<F5> The indicated reporting person beneficially owns these shares in his
capacity as trustee under a living trust.
<F6> JSO beneficially owns (i) 501,044 of these shares as a result of being a
trustee of several family trusts, (ii) 6,025,396 of these shares as a result
of the provisions of certain family trusts described under Item 6, and (iii)
540,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 540,114 shares. JSO disclaims
beneficial ownership of 430,380 of the shares described in clause (i) of the
preceding sentence, 3,130,311 of the shares described in clause (ii) of that
sentence and all of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 6,025,396 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
540,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 540,114 shares. PHO disclaims
beneficial ownership of 3,099,911 of the shares described in clause (i) of the
preceding sentence and all of the shares described in clause (ii) of that
sentence.
<PAGE>
PAGE 6 of 6 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: September 13, 1993 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
********************
END AMENDMENT 10
********************
BEGIN AMENDMENT 9
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Wm. Wrigley Jr. Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
9825265
(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)
June 30, 1993
(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>
SCHEDULE 13D
CUSIP No. 9825265
PAGE 2 of 8 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: 96,120
8 SHARED VOTING POWER: 10,567,848
9 SOLE DISPOSITIVE POWER: 96,120
10 SHARED DISPOSITIVE POWER: 10,567,848
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 10,663,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.78%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 9825265
PAGE 3 of 8 Pages
1 NAME OF REPORTING PERSON: James S. 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: 106,662
8 SHARED VOTING POWER: 7,066,554<F9>
9 SOLE DISPOSITIVE POWER: 106,662
10 SHARED DISPOSITIVE POWER: 7,066,554<F9>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,173,216<F9>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.93%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 9825265
PAGE 4 of 8 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: 96,997
8 SHARED VOTING POWER: 6,565,510
9 SOLE DISPOSITIVE POWER: 96,997
10 SHARED DISPOSITIVE POWER: 6,565,510
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 6,662,507
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.36%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 8 Pages
This Amendment No. 9 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 ("JSO") and
Paxson H. Offield ("PHO") relating to the Common Stock, no par value, 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 4. Purpose of Transaction.
Pursuant to the agreement described under Item 6, on June 30, 1993,
The Offield Family Foundation (the "Foundation") sold 150,000 shares of
Common Stock to the Company for a purchase price per share determined in
accordance with a formula set forth in such agreement. Each of the reporting
persons is a director of the Foundation and as such shares voting and
dispositive power with respect to the Common Stock of the Company owned by
the Foundation. Each of the reporting persons disclaims beneficial ownership
of such Common Stock. Following the sale described above, the Foundation owns
540,114 shares of Common Stock of the Company.
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,
3,895,314, 2,633,946 and 2,402,031 are shares of Class B Stock beneficially
owned by EJO, JSO and PHO, respectively. The percentage calculations set
forth below are based on 90,505,687 shares of Common Stock outstanding as of
June 30, 1993, plus the respective number of shares of Class B Stock that
are beneficially owned by the reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 10,663,968 11.78%
JSO<F9> 7,173,216 7.93%
PHO 6,662,507 7.36%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 96,120<F3> 10,567,848<F4> 96,120<F3> 10,567,848<F4>
JSO<F9> 106,662<F5> 7,066,554<F6> 106,662<F5> 7,066,554<F6>
PHO 96,997<F5> 6,565,510<F7> 96,997<F5> 6,565,510<F7>
</TABLE>
(c) The reporting persons have effected the following transactions in
the Common Stock of the Company since Amendment No. 8 was filed:
<TABLE>
<CAPTION>
Type of
Date Amount Sold Price Transaction
------ ------- ----- ------------
<S> <C> <C> <C>
06/30/93 150,000 $33.29 Private Placement
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to an agreement dated August 24, 1992 (the "Agreement"), the
Foundation agreed to sell to the Company 600,000 shares of Common Stock of
the Company (such 600,000 shares are hereinafter referred to as the "Stock").
The Agreement provides that the Company shall purchase from the Foundation,
for cash, 25% of the Stock (150,000) on each of the following closing dates:
last business day of the third quarter 1992; last business day of the fourth
quarter 1992; last business day of the first quarter 1993; and last business
day of the second quarter 1993. The purchase price which the Company shall
pay to the Foundation on each of the closing dates shall be determined by
dividing the aggregate daily closing prices of the Company's Common Stock as
reported on the New York Stock Exchange - Composite Transactions for each
trading day during such calendar quarters by the number of trading days within
such period. The fourth and last installment sale under the Agreement was
closed on June 30, 1993.
Item 7. Material to be Filed as Exhibits.
A list of exhibits included as part of this Statement is set forth in the
Exhibit Index which immediately precedes the exhibits and is incorporated
herein by this reference.
<PAGE>
PAGE 6 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: July 20, 1993 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
<PAGE>
PAGE 7 of 8 Pages
EXHIBIT INDEX
Sequential
Page
Number Description of Exhibit Number
1 Letter agreement dated August 24, 1992 N/A
between the Foundation and the
Company<F8>
<PAGE>
PAGE 8 of 8 Pages
- --------------------
<F1> Of the shares listed in this column, 32,040, 81,066 and 75,999 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 3,863,274, 2,552,880 and
2,326,032 are shares of Class B Stock beneficially owned by EJO, JSO and
PHO, respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 4,002,338 of these shares as a result of being
a trustee of several family trusts, (ii) 6,025,396 of these shares as a
result of the provisions of certain family trusts described under Item 6,
and (iii) 540,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 540,114 shares. EJO disclaims
beneficial ownership of all of the shares described in clauses (i) and
(iii) of the preceding sentence and 2,523,296 of the shares described in clause
(ii) of that sentence.
<F5> The indicated reporting person beneficially owns these shares in his
capacity as trustee under a living trust.
<F6> JSO beneficially owns (i) 501,044 of these shares as a result of being
a trustee of several family trusts, (ii) 6,025,396 of these shares as a
result of the provisions of certain family trusts described under Item 6,
and (iii) 540,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 540,114 shares. JSO disclaims
beneficial ownership of 430,380 of the shares described in clause (i) of
the preceding sentence, 3,130,313 of the shares described in clause (ii) of
that sentence and all of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 6,025,396 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
540,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 540,114 shares. PHO disclaims
beneficial ownership of 3,099,913 of the shares described in clause (i) of
the preceding sentence and all of the shares described in clause (ii) of
that sentence.
<F8> Incorporated by reference to Exhibit Number 1 to Amendment No. 6 (October
24, 1992) to the joint statement on Schedule 13D, dated October 18, 1991, of
the reporting persons relating to the Common Stock of the Company.
<F9> In Amendment No. 8 to the joint statement of Schedule 13D as of March
31, 1993, there was a typographical error on page 3 and page 6 relating to
James S. Offield's holdings. The error on these two pages resulted in James
S. Offield's holdings being reduced by 180,010 shares, rather than by the
correct amount of 150,000 shares, for a difference of 30,010. By this
Amendment No. 9, Amendment No. 8 is amended to state on:
1) page three that, as of March 31, 1993, James S. Offield had shared
voting power over 7,216,544 shares (line 8) and beneficially owned a total
of 7,323,212 shares (line 11);
2) page 6 in Item 5, paragraphs (a) and (b), the correct numbers of shares
for James S. Offield, as of March 31, 1993, were:
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
--------- ------------------ ----------
JSO 7,323,212 8.10%
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power Power Power Power
--------- ------- --------- ----------- -----------
JSO 106,662 7,216,554 106,662 7,216,554
********************
END AMENDMENT 9
********************
BEGIN AMENDMENT 8
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
March 31, 1993
(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 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 6 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: 96,120
8 SHARED VOTING POWER: 10,717,848
9 SOLE DISPOSITIVE POWER: 96,120
10 SHARED DISPOSITIVE POWER: 10,717,848
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 10,813,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.46%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 6 Pages
1 NAME OF REPORTING PERSON: James S. 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: 106,658
8 SHARED VOTING POWER: 7,186,544
9 SOLE DISPOSITIVE POWER: 106,658
10 SHARED DISPOSITIVE POWER: 7,186,544
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,293,202
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.84%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 6 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: 96,997
8 SHARED VOTING POWER: 6,715,510
9 SOLE DISPOSITIVE POWER: 96,997
10 SHARED DISPOSITIVE POWER: 6,715,510
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 6,812,507
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.34%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 6 Pages
This Amendment No. 8 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, James S. Offield and Paxson H. Offield relating to the
Common Stock, no par value, 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 4. Purpose of Transaction.
Pursuant to the agreement described under Item 6, on March 31, 1993, The
Offield Family Foundation (the "Foundation") sold 150,000 shares of Common Stock
to the Company for a purchase price per share determined in accordance with a
formula set forth in such agreement. Each of the reporting persons is a
director of the Foundation and as such shares voting and dispositive power with
respect to the Common Stock of the Company owned by the Foundation. Each of the
reporting persons disclaims beneficial ownership of such Common Stock.
Following the sale described above, the Foundation owns 690,114 shares of Common
Stock of the Company.
The reporting persons sold the Common Stock specified in Item 5(c) 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.
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, 3,895,314, 2,633,943 and
2,402,031 are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively. The percentage calculations set forth below are based on
90,437,775 shares of Common Stock outstanding as of March 31, 1993, plus the
respective number of shares of Class B Stock that are beneficially owned by the
reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 10,813,968 11.46%
JSO 7,293,202 7.84%
PHO 6,812,507 7.34%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 96,120<F3> 10,717,848<F4> 96,120<F3> 10,717,848<F4>
JSO 106,658<F5> 7,186,544<F6> 106,658<F5> 7,186,544<F6>
PHO 96,997<F5> 6,715,510<F7> 96,997<F5> 6,715,510<F7>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 32,040, 81,063 and 75,999 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 3,863,274, 2,552,880 and 2,326,032
are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 4,002,338 of these shares as a result of being a
trustee of several family trusts, (ii) 6,025,396 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
690,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 690,114 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 2,523,296 of the shares described in clause (ii) of that
sentence.
<F5> The indicated reporting person beneficially owns these shares in his
capacity as trustee under a living trust.
<F6> JSO beneficially owns (i) 501,044 of these shares as a result of being a
trustee of several family trusts, (ii) 6,025,396 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
690,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 690,114 shares. JSO disclaims beneficial
ownership of 430,380 of the shares described in clause (i) of the preceding sen-
tence, 3,130,313 of the shares described in clause (ii) of that sentence and all
of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 6,025,396 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
690,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 690,114 shares. PHO disclaims beneficial
ownership of 3,099,913 of the shares described in clause (i) of the preceding
sentence and all of the shares described in clause (ii) of that sentence.
(c) The reporting persons have effected the following transactions in the
Common Stock of the Company since Amendment No. 5 was filed:
<TABLE>
<CAPTION>
Type of
Date Amount Sold Price Transaction
------ ------- ----- ------------
<S> <C> <C> <C>
02/26/93 16,000 $32.00 Open Market
3/31/93 150,000 $31.95 Private Placement
</TABLE>
<PAGE>
PAGE 6 of 6 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: April 16, 1993 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
********************
END AMENDMENT 8
********************
BEGIN AMENDMENT 7
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
January 18, 1993
(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 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 6 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: 96,120
8 SHARED VOTING POWER: 10,867,848
9 SOLE DISPOSITIVE POWER: 96,120
10 SHARED DISPOSITIVE POWER: 10,867,848
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 10,963,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.62%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 6 Pages
1 NAME OF REPORTING PERSON: James S. 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: 106,658
8 SHARED VOTING POWER: 7,366,544
9 SOLE DISPOSITIVE POWER: 106,658
10 SHARED DISPOSITIVE POWER: 7,366,544
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,473,212
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.03%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 6 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: 112,997
8 SHARED VOTING POWER: 6,865,510
9 SOLE DISPOSITIVE POWER: 112,997
10 SHARED DISPOSITIVE POWER: 6,865,510
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 6,978,507
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.52%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 6 Pages
This Amendment No. 7 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, James S. Offield and Paxson H. Offield relating to the
Common Stock, no par value, 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 4. Purpose of Transaction.
The reporting persons sold the Common Stock specified in Item 5(c) 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.
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, 3,895,314, 2,633,943 and
2,402,031 are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively. The percentage calculations set forth below are based on
90,410,843 shares of Common Stock outstanding as of December 31, 1992, plus the
respective number of shares of Class B Stock that are beneficially owned by the
reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 10,963,968 11.62%
JSO 7,473,312 8.03%
PHO 6,978,507 7.52%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 96,120<F3> 10,867,848<F4> 96,120<F3> 10,867,848<F4>
JSO 106,658<F5> 7,366,554<F6> 106,658<F5> 7,366,554<F6>
PHO 112,997<F5> 6,865,510<F7> 112,997<F5> 6,865,510<F7>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 32,040, 81,063 and 75,999 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 3,863,274, 2,552,880 and 2,326,032
are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 4,002,338 of these shares as a result of being a
trustee of several family trusts, (ii) 6,025,396 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
840,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 840,114 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 2,523,296 of the shares described in clause (ii) of that
sentence.
<F5> The indicated reporting person beneficially owns these shares in his
capacity as trustee under a living trust.
<F6> JSO beneficially owns (i) 501,044 of these shares as a result of being a
trustee of several family trusts, (ii) 6,025,396 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
840,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 840,114 shares. JSO disclaims beneficial
ownership of 430,380 of the shares described in clause (i) of the preceding sen-
tence, 3,130,313 of the shares described in clause (ii) of that sentence and all
of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 6,025,396 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
840,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 840,114 shares. PHO disclaims beneficial
ownership of 3,099,913 of the shares described in clause (i) of the preceding
sentence and all of the shares described in clause (ii) of that sentence.
(c) The reporting persons have effected the following transactions in the
Common Stock of the Company since Amendment No. 5 was filed:
<TABLE>
<CAPTION>
Type of
Date Amount Sold Price Transaction
------ ------- ----- ------------
<S> <C> <C> <C>
01/13/93 55,000 $30.00 Open Market
01/13/93 55,000 $30.00 Open Market
01/13/93 55,000 $30.00 Open Market
01/13/93 45,000 $30.00 Open Market
01/13/93 4,000 $30.00 Open Market
01/13/93 9,000 $30.00 Open Market
01/13/93 9,700 $30.00 Open Market
01/13/93 23,000 $30.00 Open Market
01/13/93 5,600 $30.00 Open Market
01/13/93 60,000 $30.00 Open Market
01/13/93 18,000 $30.00 Open Market
01/13/93 56,000 $30.00 Open Market
01/13/93 104,700 $30.00 Open Market
01/14/93 7,300 $31.052 Open Market
01/14/93 29,000 $31.052 Open Market
01/15/93 15,600 $31.345 Open Market
01/15/93 21,600 $31.345 Open Market
01/15/93 21,600 $31.345 Open Market
01/15/93 21,900 $31.345 Open Market
01/15/93 300 $31.345 Open Market
01/15/93 5,000 $31.345 Open Market
01/15/93 2,700 $31.345 Open Market
01/18/93 18,700 $31.276 Open Market
01/18/93 4,000 $31.276 Open Market
01/18/93 21,100 $31.276 Open Market
01/18/93 31,200 $31.276 Open Market
</TABLE>
<PAGE>
PAGE 6 of 6 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, 1993 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
********************
END AMENDMENT 7
********************
BEGIN AMENDMENT 6
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
December 31, 1992
(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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 7 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: 96,120
8 SHARED VOTING POWER: 11,567,848
9 SOLE DISPOSITIVE POWER: 96,120
10 SHARED DISPOSITIVE POWER: 11,567,848
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,663,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.37%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 7 Pages
1 NAME OF REPORTING PERSON: James S. 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: 106,658
8 SHARED VOTING POWER: 7,775,854
9 SOLE DISPOSITIVE POWER: 106,658
10 SHARED DISPOSITIVE POWER: 7,775,854
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,882,512
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.47%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 7 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: 112,997
8 SHARED VOTING POWER: 7,256,510
9 SOLE DISPOSITIVE POWER: 112,997
10 SHARED DISPOSITIVE POWER: 7,256,510
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,369,507
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.94%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 7 Pages
This Amendment No. 6 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, James S. Offield and Paxson H. Offield relating to the
Common Stock, no par value, 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 4. Purpose of Transaction.
Pursuant to the agreement described under Item 6, on December 31, 1992, The
Offield Family Foundation (the "Foundation") sold 150,000 shares of Common Stock
to the Company for a purchase price per share determined in accordance with a
formula set forth in such agreement. Each of the reporting persons is a
director of the Foundation and as such shares voting and dispositive power with
respect to the Common Stock of the Company owned by the Foundation. Each of the
reporting persons disclaims beneficial ownership of such Common Stock.
Following the sale described above, the Foundation owns 840,114 shares of Common
Stock of the Company.
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, 3,895,314, 2,633,943 and
2,402,031 are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively. The percentage calculations set forth below are based on
90,410,843 shares of Common Stock outstanding as of December 31, 1992, plus the
respective number of shares of Class B Stock that are beneficially owned by the
reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 11,663,968 12.37%
JSO 7,882,512 8.47%
PHO 7,369,507 7.94%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 96,120<F3> 11,567,848<F4> 96,120<F3> 11,567,848<F4>
JSO 106,658<F5> 7,775,854<F6> 106,658<F5> 7,775,854<F6>
PHO 112,997<F5> 7,256,510<F7> 112,997<F5> 7,256,510<F7>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 32,040, 81,063 and 75,999 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 3,863,274, 2,552,880 and 2,326,032
are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 4,311,338 of these shares as a result of being a
trustee of several family trusts, (ii) 6,416,396 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
840,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 840,114 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 2,656,296 of the shares described in clause (ii) of that
sentence.
<F5> The indicated reporting person beneficially owns these shares in his
capacity as trustee under a living trust.
<F6> JSO beneficially owns (i) 519,344 of these shares as a result of being a
trustee of several family trusts, (ii) 6,416,396 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
840,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 840,114 shares. JSO disclaims beneficial
ownership of 448,680 of the shares described in clause (i) of the preceding sen-
tence, 3,305,912 of the shares described in clause (ii) of that sentence and all
of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 6,708,996 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
840,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 840,114 shares. PHO disclaims beneficial
ownership of 3,305,912 of the shares described in clause (i) of the preceding
sentence and all of the shares described in clause (ii) of that sentence.
(c) The reporting persons have effected the following transactions in the
Common Stock of the Company since Amendment No. 5 was filed:
<TABLE>
<CAPTION>
Type of
Date Amount Sold Price Transaction
------ ------- ----- ------------
<S> <C> <C> <C>
12/14/92 28,000 $36.136 Open Market
12/14/92 9,000 $36.093 Open Market
12/18/92 7,600 $34.283 Open Market
12/18/92 9,500 $34.283 Open Market
12/18/92 16,000 $34.283 Open Market
12/18/92 10,000 $34.283 Open Market
12/18/92 10,000 $34.283 Open Market
12/18/92 15,000 $34.283 Open Market
12/18/92 4,400 $34.283 Open Market
12/18/92 7,500 $34.283 Open Market
12/18/92 5,600 $34.283 Open Market
12/18/92 800 $34.283 Open Market
12/21/92 1,100 $34.208 Open Market
12/21/92 10,800 $34.25 Open Market
12/21/92 3,100 $34.208 Open Market
12/21/92 28,800 $34.208 Open Market
12/21/92 9,000 $34.208 Open Market
12/21/92 15,500 $34.208 Open Market
12/22/92 10,300 $34.25 Open Market
12/22/92 31,600 $34.25 Open Market
12/23/92 3,600 $34.142 Open Market
12/23/92 3,600 $34.142 Open Market
12/23/92 3,600 $34.142 Open Market
12/23/92 3,400 $34.142 Open Market
12/23/92 1,000 $34.142 Open Market
12/23/92 3,000 $34.142 Open Market
12/23/92 1,200 $34.142 Open Market
12/23/92 3,000 $34.142 Open Market
12/23/92 1,000 $34.142 Open Market
12/23/92 5,000 $34.142 Open Market
12/23/92 3,000 $34.142 Open Market
12/23/92 5,000 $34.142 Open Market
12/24/92 5,100 $34.25 Open Market
12/24/92 1,700 $34.00 Open Market
12/29/92 4,800 $33.96 Open Market
12/29/92 4,800 $33.96 Open Market
12/29/92 4,800 $33.96 Open Market
12/29/92 4,400 $33.96 Open Market
12/30/92 700 $33.99 Open Market
12/30/92 1,500 $33.99 Open Market
12/29/92 1,100 $33.96 Open Market
12/29/92 3,700 $34.24 Open Market
12/29/92 700 $33.96 Open Market
12/28/92 2,500 $34.18 Open Market
12/29/92 5,800 $33.96 Open Market
12/29/92 2,000 $33.96 Open Market
12/30/92 9,000 $33.99 Open Market
12/30/92 8,200 $33.99 Open Market
12/31/92 150,000 $35.273 Private Placement
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to an agreement dated August 24, 1992 (the "Agreement"), the
Foundation agreed to sell to the Company 600,000 shares of Common Stock of the
Company (such 600,000 shares are hereinafter referred to as the "Stock"). The
Agreement provides that the Company shall purchase from the Foundation, for
cash, 25% of the Stock (150,000) on each of the following closing dates: last
business day of the third quarter 1992; last business day of the fourth quarter
1992; last business day of the first quarter 1993; and last business day of the
second quarter 1993. The purchase price which the Company shall pay to the
Foundation on each of the closing dates shall be determined by dividing the
aggregate daily closing prices of the Company's Common Stock as reported on the
New York Stock Exchange - Composite Transactions for each trading day during
said calendar quarters by the number of trading days within such period. The
second installment sale under the Agreement was closed on December 31, 1992.
Item 7. Material to be Filed as Exhibits.
A list of exhibits included as part of this Statement is set forth in the
Exhibit Index which immediately precedes the exhibits and is incorporated herein
by this reference.
<PAGE>
PAGE 6 of 7 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: January 20, 1993 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
<PAGE>
PAGE 7 of 7 Pages
EXHIBIT INDEX
Sequential
Page
Number Description of Exhibit Number
1 Letter agreement dated August 24, 1992 N/A
between the Foundation and the
Company*
* Incorporated by reference to Exhibit Number 3 to the joint statement on
Schedule 13D, dated October 18, 1991, of the reporting persons relating to the
Common Stock of the Company.
********************
END AMENDMENT 6
********************
BEGIN AMENDMENT 5
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
September 30, 1992
(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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 7 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: 96,120
8 SHARED VOTING POWER: 12,129,648
9 SOLE DISPOSITIVE POWER: 96,120
10 SHARED DISPOSITIVE POWER: 12,129,648
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 12,225,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.98%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 7 Pages
1 NAME OF REPORTING PERSON: James S. 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: 127,658
8 SHARED VOTING POWER: 8,253,654
9 SOLE DISPOSITIVE POWER: 127,658
10 SHARED DISPOSITIVE POWER: 8,253,654
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 8,381,312
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.02%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 7 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: 149,997
8 SHARED VOTING POWER: 7,699,110
9 SOLE DISPOSITIVE POWER: 149,997
10 SHARED DISPOSITIVE POWER: 7,699,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,849,107
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.47%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 7 Pages
This Amendment No. 5 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, James S. Offield and Paxson H. Offield relating to the
Common Stock, no par value, 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 4. Purpose of Transaction.
Pursuant to the agreement described under Item 6, on September 30, 1992,
The Offield Family Foundation (the "Foundation") sold 150,000 shares of Common
Stock to the Company for a purchase price per share determined in accordance
with a formula set forth in such agreement. Each of the reporting persons is a
director of the Foundation and as such shares voting and dispositive power with
respect to the Common Stock of the Company owned by the Foundation. Each of the
reporting persons disclaims beneficial ownership of such Common Stock.
Following the sale described above, the Foundation owns 990,114 shares of Common
Stock of the Company.
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, 3,895,314, 2,633,943 and
2,402,031 are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively. The percentage calculations set forth below are based on
30,104,447* shares of Common Stock outstanding as of September 1, 1992 (as
adjusted for the stock split), plus the respective number of shares of Class B
Stock that are beneficially owned by the reporting persons.
* On September 15, 1992, the Company distributed to each of its stockholders two
shares of Common Stock and two shares of Class B Common Stock for every share of
Common Stock and Class B Common Stock held as of record on September 1, 1992.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 12,225,768 12.98%
JSO 8,381,312 9.02%
PHO 7,849,107 8.47%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 96,120<F3> 12,129,648<F4> 96,120<F3> 12,129,648<F4>
JSO 127,658<F5> 8,253,654<F6> 127,658<F5> 8,253,654<F6>
PHO 149,997<F5> 7,699,110<F7> 149,997<F5> 7,699,110<F7>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 32,040, 81,063 and 75,999 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 3,863,274, 2,552,880 and 2,326,032
are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 4,430,538 of these shares as a result of being a
trustee of several family trusts, (ii) 6,708,996 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
990,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 990,114 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 2,827,296 of the shares described in clause (ii) of that
sentence.
<F5> The indicated reporting person directly owns these shares in his
individual capacity.
<F6> JSO beneficially owns (i) 554,544 of these shares as a result of being a
trustee of several family trusts, (ii) 6,708,996 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
990,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 990,114 shares. JSO disclaims beneficial
ownership of 476,280 of the shares described in clause (i) of the preceding sen-
tence, 3,444,612 of the shares described in clause (ii) of that sentence and all
of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 6,708,996 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
990,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 990,114 shares. PHO disclaims beneficial
ownership of 3,444,612 of the shares described in clause (i) of the preceding
sentence and all of the shares described in clause (ii) of that sentence.
(c) The reporting persons have effected the following transactions in the
Common Stock of the Company since Amendment No. 4 was filed:
<TABLE>
<CAPTION>
Type of
Date Amount Sold Price Transaction
------ ------- ----- ------------
<S> <C> <C> <C>
7/20/92 38,511 $78.00 Open Market
7/20/92 10,000 $78.00 Open Market
7/28/92 10,000 $81.00 Open Market
8/01/92 700 $86.07 Open Market
8/10/92 9,300 $86.00 Open Market
8/25/92 10,000 $93.60 Open Market
9/30/92 150,000 $30.23* Private Placement
</TABLE>
* Post-split sale.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to an agreement dated August 24, 1992 (the "Agreement"), the
Foundation agreed to sell to the Company 600,000 shares of Common Stock of the
Company (such 600,000 shares are hereinafter referred to as the "Stock"). The
Agreement provides that the Company shall purchase from the Foundation, for
cash, 25% of the Stock (150,000) on each of the following closing dates: last
business day of the third quarter 1992; last business day of the fourth quarter
1992; last business day of the first quarter 1993; and last business day of the
second quarter 1993. The purchase price which the Company shall pay to the
Foundation on each of the closing dates shall be determined by dividing the
aggregate daily closing prices of the Company's Common Stock as reported on the
New York Stock Exchange - Composite Transactions for each trading day during
said calendar quarters by the number of trading days within such period. The
first installment sale under the Agreement was closed on September 30, 1992.
Item 7. Material to be Filed as Exhibits.
A list of exhibits included as part of this Statement is set forth in the
Exhibit Index which immediately precedes the exhibits and is incorporated herein
by this reference.
<PAGE>
PAGE 6 of 7 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: October 19, 1992 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
<PAGE>
PAGE 7 of 7 Pages
EXHIBIT INDEX
Sequential
Page
Number Description of Exhibit Number
1 Letter agreement dated August 24, 1992 N/A
between the Foundation and the
Company*
* Incorporated by reference to Exhibit Number 3 to the joint statement on
Schedule 13D, dated October 18, 1991, of the reporting persons relating to the
Common Stock of the Company.
********************
END AMENDMENT 5
********************
BEGIN AMENDMENT 4
********************
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
(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)
June 30, 1992
(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 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 6 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: 32,040
8 SHARED VOTING POWER: 4,123,216
9 SOLE DISPOSITIVE POWER: 32,040
10 SHARED DISPOSITIVE POWER: 4,123,216
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,155,256
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.26%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 6 Pages
1 NAME OF REPORTING PERSON: James S. 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: 81,064
8 SHARED VOTING POWER: 2,831,218
9 SOLE DISPOSITIVE POWER: 81,064
10 SHARED DISPOSITIVE POWER: 2,831,218
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,912,282
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.42%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 6 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: 60,000
8 SHARED VOTING POWER: 2,646,370
9 SOLE DISPOSITIVE POWER: 60,000
10 SHARED DISPOSITIVE POWER: 2,646,370
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,706,370
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.77%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 6 Pages
This Amendment No. 4 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, James S. Offield and Paxson H. Offield relating to the
Common Stock, no par value, 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 4. Purpose of Transaction.
Pursuant to the agreement described under Item 6, on June 30, 1992, The
Offield Family Foundation (the "Foundation") sold 50,000 shares of Common Stock
to the Company for a purchase price per share determined in accordance with a
formula set forth in such agreement. Each of the reporting persons is a
director of the Foundation and as such shares voting and dispositive power with
respect to the Common Stock of the Company owned by the Foundation. Each of the
reporting persons disclaims beneficial ownership of such Common Stock.
Following the sale described above, the Foundation owns 380,038 shares of Common
Stock of the Company.
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, 1,298,438, 877,981 and 800,677
are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively. The percentage calculations set forth below are based on
30,041,747 shares of Common Stock outstanding as of June 30, 1992, plus the
respective number of shares of Class B Stock that are beneficially owned by the
reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 4,155,256 13.26%
JSO 2,912,282 9.42%
PHO 2,706,370 8.77%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 32,040<F3> 4,123,216<F4> 32,040<F3> 4,123,216<F4>
JSO 81,064<F5> 2,831,218<F6> 81,064<F5> 2,831,218<F6>
PHO 60,000<F5> 2,646,370<F7> 60,000<F5> 2,646,370<F7>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 10,680, 27,021 and 25,333 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 1,287,758, 850,960 and 775,344 are
shares of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 1,476,846 of these shares as a result of being a
trustee of several family trusts, (ii) 2,266,332 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
380,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 380,038 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 972,432 of the shares described in clause (ii) of that
sentence.
<F5> The indicated reporting person directly owns these shares in his
individual capacity.
<F6> JSO beneficially owns (i) 184,848 of these shares as a result of being a
trustee of several family trusts, (ii) 2,266,332 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
380,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 380,038 shares. JSO disclaims beneficial
ownership of 158,760 of the shares described in clause (i) of the preceding sen-
tence, 1,108,204 of the shares described in clause (ii) of that sentence and all
of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 2,266,332 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
380,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 380,038 shares. PHO disclaims beneficial
ownership of 1,108,204 of the shares described in clause (i) of the preceding
sentence and all of the shares described in clause (ii) of that sentence.
* Because of a clerical error, Amendment No. 3 incorrectly stated that EJO
owned 13.80% rather than 13.60%.
(c) The reporting person have effected the following transactions since
Amendment No. 3 was filed:
<TABLE>
<CAPTION>
Type of
Date Amount Sold Price Transaction
------ ------- ----- ------------
<S> <C> <C> <C>
04/08/92 16,000 $66.586 Open Market
05/06/92 1,400 $74.043 Open Market
05/06/92 400 $74.043 Open Market
05/06/92 1,300 $74.043 Open Market
05/06/92 1,900 $74.043 Open Market
05/08/92 100 $74.00 Open Market
05/08/92 400 $74.00 Open Market
05/08/92 500 $74.00 Open Market
05/11/92 100 $74.00 Open Market
05/11/92 400 $74.00 Open Market
05/11/92 500 $74.00 Open Market
05/15/92 1,000 $73.125 Open Market
05/15/92 4,000 $73.125 Open Market
05/15/92 5,000 $73.125 Open Market
05/19/92 100 $73.125 Open Market
05/19/92 200 $73.125 Open Market
05/19/92 200 $73.125 Open Market
05/20/92 1,000 $73.829 Open Market
05/20/92 4,000 $73.829 Open Market
05/20/92 5,000 $73.829 Open Market
06/01/92 2,600 $71.50 Open Market
06/01/92 2,400 $71.50 Open Market
06/01/92 7,000 $71.27 Open Market
06/01/92 2,500 $71.50 Open Market
06/01/92 9,000 $71.27 Open Market
06/04/92 3,300 $72.00 Open Market
06/04/92 5,400 $72.00 Open Market
06/04/92 50,000 $72.0396 Priv. Placement
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to an agreement dated June 27, 1991 (the "Agreement"), the
Foundation agreed to sell to the Company 200,000 shares of Common Stock of the
Company (such 200,000 shares are hereinafter referred to as the "Stock"). The
Agreement provides that the Company shall purchase from the Foundation, for
cash, 25% of the Stock (50,000) shares on each of the following closing dates:
last business day of the third quarter 1991; last business day of the fourth
quarter 1991; last business day of the first quarter 1992; and last business day
of the second quarter 1992. The purchase price which the Company shall pay to
the Foundation on each of the closing dates shall be determined by dividing the
aggregate daily closing prices of the Company's Common Stock as reported on the
New York Stock Exchange - Composite Transactions for each trading day during
said calendar quarters by the number of trading days within such period. The
first installment sale under the Agreement was closed on September 30, 1991, the
second installment sale under the Agreement was closed on December 31, 1991, the
third installment sale under the Agreement was closed on March 31, 1992, and, as
disclosed under Item 5(c), the fourth installment sale under the Agreement was
closed on June 30, 1992.
Item 7. Material to be Filed as Exhibits.
A list of exhibits included as part of this Statement is set forth in the
Exhibit Index which immediately precedes the exhibits and is incorporated herein
by this reference.
<PAGE>
PAGE 6 of 6 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: August 3, 1992 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
********************
END AMENDMENT 4
********************
BEGIN AMENDMENT 3
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
March 31, 1992
(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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 7 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: 32,040
8 SHARED VOTING POWER: 4,232,916
9 SOLE DISPOSITIVE POWER: 32,040
10 SHARED DISPOSITIVE POWER: 4,232,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,264,956
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.80%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 7 Pages
1 NAME OF REPORTING PERSON: James S. 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: 81,064
8 SHARED VOTING POWER: 2,940,918
9 SOLE DISPOSITIVE POWER: 81,064
10 SHARED DISPOSITIVE POWER: 2,940,918
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,021,982
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.78%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 7 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: 76,000
8 SHARED VOTING POWER: 2,756,070
9 SOLE DISPOSITIVE POWER: 76,000
10 SHARED DISPOSITIVE POWER: 2,756,070
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,832,070
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.18%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 7 Pages
This Amendment No. 3 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, James S. Offield and Paxson H. Offield relating to the
Common Stock, no par value, 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 thereto. Except as amended hereby, the
information set forth in the Statement remains true, complete and correct.
Item 4. Purpose of Transaction.
Pursuant to the agreement described under Item 6, on March 31, 1992, the
Offield Family Foundation (the "Foundation") sold 50,000 shares of Common Stock
to the Company for a purchase price per share determined in accordance with a
formula set forth in such agreement. Each of the reporting persons is a
director of the Foundation and as such shares voting and dispositive power with
respect to the Common Stock of the Company owned by the Foundation. Each of the
reporting persons disclaims beneficial ownership of such Common Stock.
Following the sale described above, the Foundation owns 430,038 shares of Common
Stock of the Company.
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, 1,298,438, 877,981 and 800,677
are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively. The percentage calculations set forth below are based on
30,053,505 shares of Common Stock outstanding as of January 15, 1992, plus the
respective number of shares of Class B Stock that are beneficially owned by the
reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 4,264,956 13.80%
JSO 3,021,982 9.78%
PHO 2,832,070 9.18%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 32,040<F3> 4,232,916<F4> 32,040<F3> 4,232,916<F4>
JSO 81,064<F5> 2,940,918<F6> 81,064<F5> 2,940,918<F6>
PHO 76,000<F5> 2,756,070<F7> 76,000<F5> 2,756,070<F7>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 10,680, 27,021 and 25,333 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 850,960, 850,960 and 775,344 are
shares of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 1,476,846 of these shares as a result of being a
trustee of several family trusts, (ii) 2,326,032 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
430,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 430,038 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 1,002,432 of the shares described in clause (ii) of that
sentence.
<F5> The indicated reporting person directly owns these shares in his
individual capacity.
<F6> JSO beneficially owns (i) 184,848 of these shares as a result of being a
trustee of several family trusts, (ii) 2,326,632 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
430,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 430,038 shares. JSO disclaims beneficial
ownership of 158,760 of the shares described in clause (i) of the preceding sen-
tence, 501,216 of the shares described in clause (ii) of that sentence and all
of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 2,326,032 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
430,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 430,038 shares. PHO disclaims beneficial
ownership of 501,216 of the shares described in clause (i) of the preceding
sentence and all of the shares described in clause (ii) of that sentence.
(c) Except for the transaction described under Item 4 of this Amendment
No. 3, the reporting persons have not effected any transactions in the Common
Stock of the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to an agreement dated June 27, 1991 (the "Agreement"), the
Foundation agreed to sell to the Company 200,000 shares of Common Stock of the
Company (such 200,000 shares are hereinafter referred to as the "Stock"). The
Agreement provides that the Company shall purchase from the Foundation, for
cash, 25% of the Stock (50,000) shares on each of the following closing dates:
last business day of the third quarter 1991; last business day of the fourth
quarter 1991; last business day of the first quarter 1992; and last business day
of the second quarter 1992. The purchase price which the Company shall pay to
the Foundation on each of the closing dates shall be determined by dividing the
aggregate daily closing prices of the Company's Common Stock as reported on the
New York Stock Exchange - Composite Transactions for each trading day during
said calendar quarters by the number of trading days within such period. The
first installment sale under the Agreement was closed on September 30, 1991, the
second installment sale under the Agreement was closed on December 31, 1991 and,
as disclosed under Item 5(c), the third installment sale under the Agreement was
closed on March 31, 1992.
Item 7. Material to be Filed as Exhibits.
A list of exhibits included as part of this Statement is set forth in the
Exhibit Index which immediately precedes the exhibits and is incorporated herein
by this reference.
<PAGE>
PAGE 6 of 7 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: April 6, 1992 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
<PAGE>
PAGE 7 of 7 Pages
EXHIBIT INDEX
Sequential
Page
Number Description of Exhibit Number
1 Letter agreement dated June 27, 1991 N/A
between the Foundation and the
Company*
* Incorporated by reference to Exhibit Number 3 to the joint statement on
Schedule 13D, dated October 18, 1991, of the reporting persons relating to the
Common Stock of the Company.
********************
END AMENDMENT 3
********************
BEGIN AMENDMENT TO AMENDMENT 2
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment to (Amendment No. 2)*
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)
December 31, 1991
(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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 7 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: 32,040
8 SHARED VOTING POWER: 4,282,916
9 SOLE DISPOSITIVE POWER: 32,040
10 SHARED DISPOSITIVE POWER: 4,282,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,314,956
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.77%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 7 Pages
1 NAME OF REPORTING PERSON: James S. 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: 81,064
8 SHARED VOTING POWER: 2,990,918
9 SOLE DISPOSITIVE POWER: 81,064
10 SHARED DISPOSITIVE POWER: 2,990,918
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,071,982
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.92%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 7 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: 76,000
8 SHARED VOTING POWER: 2,806,070
9 SOLE DISPOSITIVE POWER: 76,000
10 SHARED DISPOSITIVE POWER: 2,806,070
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,882,070
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.33%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 7 Pages
This Amendment No. 2 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, James S. Offield and Paxson H. Offield relating to the
Common Stock, no par value, 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 thereto. Except as amended hereby, the
information set forth in the Statement remains true, complete and correct.
Item 4. Purpose of Transaction.
Pursuant to the agreement described under Item 6, on December 31, 1991, the
Offield Family Foundation (the "Foundation") sold 50,000 shares of Common Stock
to the Company for a purchase price per share determined in accordance with a
formula set forth in such agreement. Each of the reporting persons is a
director of the Foundation and as such shares voting and dispositive power with
respect to the Common Stock of the Company owned by the Foundation. Each of the
reporting persons disclaims beneficial ownership of such Common Stock.
Following the sale described above, the Foundation owns 480,038 shares of Common
Stock of the Company.
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 Comon 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, 1,298,438, 877,981 and 800,677
are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively. The percentage calculations set forth below are based on
30,089,726 shares of Common Stock outstanding as of December 16, 1991, plus the
respective number of shares of Class B Stock that are beneficially owned by the
reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 4,314,956 13.77%
JSO 3,071,982 9.92%
PHO 2,882,070 9.33%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 32,040<F3> 4,282,916<F4> 32,040<F3> 4,282,916<F4>
JSO 81,064<F5> 2,990,918<F6> 81,064<F5> 2,990,918<F6>
PHO 76,000<F5> 2,806,070<F7> 76,000<F5> 2,806,070<F7>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 10,680, 27,021 and 25,333 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 850,960, 850,960 and 775,344 are
shares of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 1,476,846 of these shares as a result of being a
trustee of several family trusts, (ii) 2,326,032 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
480,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 480,038 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 1,002,432 of the shares described in clause (ii) of that
sentence.
<F5> The indicated reporting person directly owns these shares in his
individual capacity.
<F6> JSO beneficially owns (i) 184,848 of these shares as a result of being a
trustee of several family trusts, (ii) 2,326,632 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
480,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 480,038 shares. JSO disclaims beneficial
ownership of 158,760 of the shares described in clause (i) of the preceding sen-
tence, 501,216 of the shares described in clause (ii) of that sentence and all
of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 2,326,032 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
480,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 480,038 shares. PHO disclaims beneficial
ownership of 501,216 of the shares described in clause (i) of the preceding
sentence and all of the shares described in clause (ii) of that sentence.
(c) Except for the transaction described under Item 4 of this Amendment
No. 2, the reporting persons have not effected any transactions in the Common
Stock of the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to an agreement dated June 27, 1991 (the "Agreement"), the
Foundation agreed to sell to the Company 200,000 shares of Common Stock of the
Company (such 200,000 shares are hereinafter referred to as the "Stock"). The
Agreement provides that the Company shall purchase from the Foundation, for
cash, 25% of the Stock (50,000) shares on each of the following closing dates:
last business day of the third quarter 1991; last business day of the fourth
quarter 1991; last business day of the first quarter 1992; and last business day
of the second quarter 1992. The purchase price which the Company shall pay to
the Foundation on each of the closing dates shall be determined by dividing the
aggregate daily closing prices of the Company's Common Stock as reported on the
New York Stock Exchange - Composite Transactions for each trading day during
said calendar quarters by the number of trading days within such period. The
first installment sale under the Agreement was closed on September 30, 1991 and,
as disclosed under Item 5(c), the second installment sale under the Agreement
was closed on December 31, 1991.
Item 7. Material to be Filed as Exhibits.
A list of exhibits included as part of this Statement is set forth in the
Exhibit Index which immediately precedes the exhibits and is incorporated herein
by this reference.
<PAGE>
PAGE 6 of 7 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: April 6, 1992 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
<PAGE>
PAGE 7 of 7 Pages
EXHIBIT INDEX
Sequential
Page
Number Description of Exhibit Number
1 Letter agreement dated June 27, 1991 N/A
between the Foundation and the
Company*
* Incorporated by reference to Exhibit Number 3 to the joint statement on
Schedule 13D, dated October 18, 1991, of the reporting persons relating to the
Common Stock of the Company.
********************
END AMENDMENT TO AMENDMENT 2
********************
BEGIN AMENDMENT 2
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 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)
December 31, 1991
(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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 7 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: 32,040
8 SHARED VOTING POWER: 4,282,916
9 SOLE DISPOSITIVE POWER: 32,040
10 SHARED DISPOSITIVE POWER: 4,282,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,314,956
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.34%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 7 Pages
1 NAME OF REPORTING PERSON: James S. 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: 81,064
8 SHARED VOTING POWER: 2,990,918
9 SOLE DISPOSITIVE POWER: 81,064
10 SHARED DISPOSITIVE POWER: 2,990,918
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,071,982
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.21%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 7 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: 76,000
8 SHARED VOTING POWER: 2,806,070
9 SOLE DISPOSITIVE POWER: 76,000
10 SHARED DISPOSITIVE POWER: 2,806,070
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,882,070
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.58%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 7 Pages
This Amendment No. 2 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, James S. Offield and Paxson H. Offield relating to the
Common Stock, no par value, 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 thereto. Except as amended hereby, the
information set forth in the Statement remains true, complete and correct.
Item 4. Purpose of Transaction.
Pursuant to the agreement described under Item 6, on December 31, 1991, the
Offield Family Foundation (the "Foundation") sold 50,000 shares of Common Stock
to the Company for a purchase price per share determined in accordance with a
formula set forth in such agreement. Each of the reporting persons is a
director of the Foundation and as such shares voting and dispositive power with
respect to the Common Stock of the Company owned by the Foundation. Each of the
reporting persons disclaims beneficial ownership of such Common Stock.
Following the sale described above, the Foundation owns 480,038 shares of Common
Stock of the Company.
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 Comon 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, 861,640, 877,981 and 800,677 are
shares of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
The percentage calculations set forth below are based on 30,089,726 shares of
Common Stock outstanding as of December 16, 1991, plus the respective number of
shares of Class B Stock that are beneficially owned by the reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 4,314,956 14.34%
JSO 3,071,982 10.21%
PHO 2,882,070 9.58%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 32,040<F3> 4,282,916<F4> 32,040<F3> 4,282,916<F4>
JSO 81,064<F5> 2,990,918<F6> 81,064<F5> 2,990,918<F6>
PHO 76,000<F5> 2,806,070<F7> 76,000<F5> 2,806,070<F7>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 10,680, 27,021 and 25,333 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 850,960, 850,960 and 775,344 are
shares of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 1,476,846 of these shares as a result of being a
trustee of several family trusts, (ii) 2,326,032 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
480,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 480,038 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 1,002,432 of the shares described in clause (ii) of that
sentence.
<F5> The indicated reporting person directly owns these shares in his
individual capacity.
<F6> JSO beneficially owns (i) 184,848 of these shares as a result of being a
trustee of several family trusts, (ii) 2,326,632 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
480,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 480,038 shares. JSO disclaims beneficial
ownership of 158,760 of the shares described in clause (i) of the preceding sen-
tence, 501,216 of the shares described in clause (ii) of that sentence and all
of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 2,326,032 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
480,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 480,038 shares. PHO disclaims beneficial
ownership of 501,216 of the shares described in clause (i) of the preceding
sentence and all of the shares described in clause (ii) of that sentence.
(c) Except for the transaction described under Item 4 of this Amendment
No. 2, the reporting persons have not effected any transactions in the Common
Stock of the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to an agreement dated June 27, 1991 (the "Agreement"), the
Foundation agreed to sell to the Company 200,000 shares of Common Stock of the
Company (such 200,000 shares are hereinafter referred to as the "Stock"). The
Agreement provides that the Company shall purchase from the Foundation, for
cash, 25% of the Stock (50,000) shares on each of the following closing dates:
last business day of the third quarter 1991; last business day of the fourth
quarter 1991; last business day of the first quarter 1992; and last business day
of the second quarter 1992. The purchase price which the Company shall pay to
the Foundation on each of the closing dates shall be determined by dividing the
aggregate daily closing prices of the Company's Common Stock as reported on the
New York Stock Exchange - Composite Transactions for each trading day during
said calendar quarters by the number of trading days within such period. The
first installment sale under the Agreement was closed on September 30, 1991 and,
as disclosed under Item 5(c), the second installment sale under the Agreement
was closed on December 31, 1991.
Item 7. Material to be Filed as Exhibits.
A list of exhibits included as part of this Statement is set forth in the
Exhibit Index which immediately precedes the exhibits and is incorporated herein
by this reference.
<PAGE>
PAGE 6 of 7 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: January 7, 1992 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
<PAGE>
PAGE 7 of 7 Pages
EXHIBIT INDEX
Sequential
Page
Number Description of Exhibit Number
1 Letter agreement dated June 27, 1991 N/A
between the Foundation and the
Company*
* Incorporated by reference to Exhibit Number 3 to the joint statement on
Schedule 13D, dated October 18, 1991, of the reporting persons relating to the
Common Stock of the Company.
********************
END AMENDMENT 2
********************
BEGIN AMENDMENT 1
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
October 31, 1991
(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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 7 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: 32,040
8 SHARED VOTING POWER: 4,332,916
9 SOLE DISPOSITIVE POWER: 32,040
10 SHARED DISPOSITIVE POWER: 4,332,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,364,956
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.99%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 7 Pages
1 NAME OF REPORTING PERSON: James S. 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: 81,064
8 SHARED VOTING POWER: 3,040,918
9 SOLE DISPOSITIVE POWER: 81,064
10 SHARED DISPOSITIVE POWER: 3,040,918
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,121,982
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.15%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 7 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: 76,000
8 SHARED VOTING POWER: 2,856,070
9 SOLE DISPOSITIVE POWER: 76,000
10 SHARED DISPOSITIVE POWER: 2,856,070
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,932,070
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.3%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 7 Pages
This Amendment No. 1 relates to the joint statement on Schedule 13D, dated
October 18, 1991 (the "Original Statement"), of Edna Jean Offield, James S.
Offield and Paxson H. Offield relating to the Common Stock, no par value, of the
Wm. Wrigley Jr. Company. The Original Statement, as amended hereby, is referred
to herein as the "Statement." All terms used but not defined herein shall have
the meanings given them in the Original Statement. Except as amended hereby,
the information set forth in the Original Statement remains true, complete and
correct.
Item 4. Purpose of Transaction.
On October 31, 1991, EJO acquired beneficial ownership of 855,200 shares of
Common Stock and 436,798 shares of Class B Stock of the Company as a result of
becoming a trustee of several family trusts which include these shares among
their trust properties. In her capacity as trustee, EJO shares voting and
dispositive power over these shares with the other individual trustee of the
trusts. Because shares of Class B Stock are convertible into shares of Common
Stock at any time on a share-for-share basis, rule 13d-3(d) under the Securities
Exchange Act of 1934, as amended, requires that shares of Class B Stock be
treated as shares of Common Stock for purposes of this Statement. Accordingly,
on October 31, 1991, EJO acquired beneficial ownership of 1,291,998 shares of
Common Stock.
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 owed directly or indirectly as a
result of any of the facts described under Item 5(b) of the 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.
Item 5.
(a) The following table sets forth, with respect to EJO (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, 1,298,438 are shares of Class B
Stock beneficially owned by EJO. The percentage calculation set forth below is
based on 29,879,927 shares of Common Stock outstanding as of July 15, 1991, plus
the number of shares of Class B Stock that are beneficially owned by EJO.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 4,364,956 13.99%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 32,040<F3> 4,332,916<F4> 32,040<F3> 4,332,916<F4>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 10,680 are shares of Class B Stock
beneficially owned by EJO.
<F2> Of the shares listed in this column, 1,287,758 are shares of Class B Stock
beneficially owned by EJO.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 1,476,846 of these shares as a result of being a
trustee of several family trusts, (ii) 2,326,032 of these shares as a result of
the provisions of certain family trusts described under Item 6 of the Original
Statement, and (iii) 530,038 of these shares as a result of serving as a
director of The Offield Family Foundation (the "Foundation"), which is the legal
owner of such 530,038 shares. EJO disclaims beneficial ownership of all of the
shares described in clauses (i) and (iii) of the preceding sentence and
1,002,432 of the shares described in clause (ii) of that sentence. EJO shares
voting and dispositve power over 1,291,998 of the shares described in clause (i)
with John T. Hayes, a trustee of certain of the family trusts described in that
clause. For the applicable information required by subparagraphs (b) through
(f) of Item 2 with respect to Mr. Hayes, see Exhibit 1 hereto which is
incorporated herein by this reference.
(c) Except for the transaction described under Item 4 of this Amendment
No. 1, the reporting persons have not effected any transactions in the Common
Stock of the Company since October 21, 1991, the date of their most recent joint
filing on Schedule 13D.
Item 7. Material to Be Filing as Exhibits.
A list of the exhibits included as part of this Amendment No. 1 is set
forth in the Exhibit Index which immediately precedes the exhibits and is
incorporated herein by this reference.
<PAGE>
PAGE 6 of 7 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: November 5, 1991 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
<PAGE>
PAGE 7 of 7 Pages
EXHIBIT INDEX
Sequential
Page
Number Description of Exhibit Number*
1 Information required by subparagraphs
(b) through (f) of Item 2 with respect
to John T. Hayes
* Appears only in manually signed original.
********************
END AMENDMENT 1
********************
SCHEDULE 13D
********************
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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)
October 9, 1991
(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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 7 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: 32,040
8 SHARED VOTING POWER: 3,040,918
9 SOLE DISPOSITIVE POWER: 32,040
10 SHARED DISPOSITIVE POWER: 3,040,918
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,072,958
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.99%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 7 Pages
1 NAME OF REPORTING PERSON: James S. 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: 81,064
8 SHARED VOTING POWER: 3,040,918
9 SOLE DISPOSITIVE POWER: 81,064
10 SHARED DISPOSITIVE POWER: 3,040,918
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,121,982
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.15%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 4 of 7 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: 76,000
8 SHARED VOTING POWER: 2,856,070
9 SOLE DISPOSITIVE POWER: 76,000
10 SHARED DISPOSITIVE POWER: 2,856,070
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,932,070
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.39%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 7 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, no par value (the "Common Stock"), of Wm. Wrigley, Jr. Company (the
"Company"), whose principal offices are located at 410 North Michigan Avenue,
Chicago, Illinois 60611.
Item 2. Identity and Background.
(a) This Statement is being filed jointly by Edna Jean Offield ("EJO") and
her sons, James S. Offield ("JSO") and Paxson H. Offield ("PHO" and collectively
with EJO and JSO, the "reporting persons").
(b) The residence address of EJO is P. O. Box 395, Hoyt Road, Harbor
Springs, Michigan 49740; the residence address of JSO is 245 Eagle Dancer Road,
Sedona, Arizona 86336; and the business address of PHO is Santa Catalina Island
Company, P. O. Box 737, 150 Metropole Avenue, Avalon, California 90704.
(c) EJO is retired; JSO is a private investor; and PHO is president of
Santa Catalina Island Company, a real estate development company.
(d) During the past five years, none of the reporting persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the reporting persons has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such reporting person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandatory activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Each of the reporting persons is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
As more fully described under Item 5(b), 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 owed directly or indirectly as a result of any of the facts
described under Item 5(b)), 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.
Item 5.
(a) Shares of Class B Common Stock, no par value ("Class B Stock"), of the
Company are convertible at any time into shares of Comon 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, 861,640, 877,981 and 800,677 are
shares of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
The percentage calculations set forth below are based on 29,879,927 shares of
Common Stock outstanding as of July 15, 1991, plus the respective number of
shares of Class B Stock that are beneficially owned by the reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
---------- ------------- ---------
<S> <C> <C>
EJO 3,072,958 9.99%
JSO 3,121,982 10.15%
PHO 2,932,070 9.39%
</TABLE>
(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:
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power<F1> Power<F2> Power<F1> Power<F2>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 32,040<F3> 3,040,918<F4> 32,040<F3> 4,040,918<F4>
JSO 81,064<F5> 3,040,918<F6> 81,064<F5> 3,040,918<F6>
PHO 76,000<F5> 2,856,070<F7> 76,000<F5> 2,856,070<F7>
</TABLE>
- --------------------
<F1> Of the shares listed in this column, 10,680, 27,021 and 25,333 are shares
of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F2> Of the shares listed in this column, 850,960, 850,960 and 775,344 are
shares of Class B Stock beneficially owned by EJO, JSO and PHO, respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F4> EJO beneficially owns (i) 184,848 of these shares as a result of being a
trustee of several family trusts, (ii) 2,326,032 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
530,038 of these shares as a result of serving as a director of The Offield
Family Foundation (the "Foundation"), which is the legal owner of such 530,038
shares. EJO disclaims beneficial ownership of all of the shares described in
clauses (i) and (iii) of the preceding sentence and 1,002,432 of the shares
described in clause (ii) of that sentence.
<F5> The indicated reporting person directly owns these shares in his
individual capacity.
<F6> JSO beneficially owns (i) 184,848 of these shares as a result of being a
trustee of several family trusts, (ii) 2,326,632 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
530,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 530,038 shares. JSO disclaims beneficial
ownership of 158,760 of the shares described in clause (i) of the preceding sen-
tence, 501,216 of the shares described in clause (ii) of that sentence and all
of the shares described in clause (iii) of that sentence.
<F7> PHO beneficially owns (i) 2,326,032 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
530,038 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 530,038 shares. PHO disclaims beneficial
ownership of 501,216 of the shares described in clause (i) of the preceding
sentence and all of the shares described in clause (ii) of that sentence.
(c) (i) On September 30, 1991, the Foundation sold 50,000 shares of Common
Stock to the Company pursuant to the agreement described under Item 6.
(ii) On October 9, 1991, the Last Will and Testament of Wrigley
Offield (the deceased husband of EJO and father of JSO and PHO) was admitted
into the probate court of the State of Michigan for administration. Under
Michigan estate law, the dispositions of Common Stock of the Company made by
Wrigley Offield pursuant to this Last Will and Testament were effective as of
that date. As a result, on that date each of the reporting persons acquired
beneficial ownership of 1,716,120 shares of Common Stock.
(d) Except as described in the following sentence, the reporting persons
(either individually or in combination) are entitled to receive, directly or as
beneficiaries of certain family trusts, the dividends paid with respect to, and
the proceeds from any sale of, all of the shares of Common Stock reported by
this Statement as being beneficially owned by the reporting persons. The
Foundation is entitled to receive the dividends paid with respect to, and the
proceeds from any sale of, the 530,038 shares of Common Stock owned by the
Foundation; and certain relatives of the reporting persons are entitled to
receive, as beneficiaries of certain family trusts, the dividends paid with
respect to, and the proceeds from any sale of, 126,000 shares of Common Stock
beneficially owned by EJO and JSO as a result of being trustees of such trusts.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the provisions of several family trusts that include shares of
Common Stock and Class B Stock among their trust properties, the trustees
thereof are directed (i) to buy, sell, exchange or otherwise deal with such
shares only as directed in writing by all of the reporting persons and (ii) to
grant to the reporting persons general proxies to vote all of such shares.
Pursuant to these provisions, each of the reporting persons beneficially owns
2,326,032 shares of Common Stock. Decisions made by the reporting persons
regarding the voting or disposition of these 2,326,032 may influence the
reporting persons' decisions regarding the voting or disposition of the balance
of the shares of Common Stock reported by this Statement as being beneficially
owned by them.
Pursuant to an agreement dated June 27, 1991 (the "Agreement"), the
Foundation agreed to sell to the Company 200,000 shares of Common Stock of the
Company (such 200,000 shares are hereinafter referred to as the "Stock"). The
Agreement provides that the Company shall purchase from the Foundation, for
cash, 25% of the Stock (50,000) shares on each of the following closing dates:
last business day of the third quarter 1991; last business day of the fourth
quarter 1991; last business day of the first quarter 1992; and last business day
of the second quarter 1992. As disclosed under Item 5(c), the first installment
sale under the Agreement was closed on September 30, 1991. As previously noted,
each of the reporting persons is a director of the Foundation and as such shares
voting and dispositive power with the respect to the Common Stock of the Company
owned by the Foundation. Each of the reporting persons disclaims beneficial
ownership of such Common Stock.
Item 7. Material to be Filed as Exhibits.
A list of exhibits included as part of this Statement is set forth in the
Exhibit Index which immediately precedes the exhibits and is incorporated herein
by this reference.
<PAGE>
PAGE 6 of 7 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: October 18, 1991 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
<PAGE>
PAGE 7 of 7 Pages
EXHIBIT INDEX
Sequential
Page
Number Description of Exhibit Number*
1 Agreement dated October 18, 1991 among
the reporting persons with respect to
their joint filing of the Statement on
Schedule 13D
2 Provision of Wrigley family trusts
pursuant to which each of the reporting
persons beneficially owns 2,326,032
shares of Common Stock
3 Agreement dated June 27, 1991 between
the Foundation and the Company regarding
the sale by the Foundation of Common
Stock to the Company
* Appears only in manually signed original.
