UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
July 21 and 22, 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 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
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: 10,542,848
9 SOLE DISPOSITIVE POWER: 96,120
10 SHARED DISPOSITIVE POWER: 10,542,848
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 10,638,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.28%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
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: 7,041,554
9 SOLE DISPOSITIVE POWER: 106,662
10 SHARED DISPOSITIVE POWER: 7,041,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,148,216
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.68%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
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: 6,540,510
9 SOLE DISPOSITIVE POWER: 96,997
10 SHARED DISPOSITIVE POWER: 6,540,510
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 6,637,507
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.15%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 5 of 8 Pages
This Amendment No. 12 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.
No purchases are reported for purposes of this Amendment No. 12.
Item No. 3 reported in Amendment No. 10 <F1> is amended to read: EJO
transferred 32,040 shares and the Wrigley Offield Trust A ("WO Trust A")
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 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 4 as set forth in Amendment No. 10 <F1> is amended to read: 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 WO Trust A 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.
<PAGE>
PAGE 6 of 8 Pages
Item 5. Interest in Securities of the Issuer.
(a) Shares of Class B Common Stock, no par value ("Class B Stock"),
of the Company are convertible at any time into shares of Common Stock on a
share for share basis, are entitled to ten votes per share and are subject to
restrictions on transfer. Because of the conversion feature of the Class B
Stock, rule 13d-3(d) under the Securities Exchange Act of 1934, as amended,
requires that the shares of Class B Stock beneficially owned by the reporting
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
91,053,266 shares of Common Stock outstanding as of July 15, 1994, 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<F2> Owned
---------- ------------------ ---------
<S> <C> <C>
EJO 10,638,968 11.28%
JSO 7,148,216 7.68%
PHO 6,637,507 7.15%
</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<F2> Power<F3> Power<F2> Power<F3>
-------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C>
EJO 96,120<F4> 10,542,848<F5> 96,120<F4> 10,542,848<F5>
JSO 106,662<F6> 7,041,554<F7> 106,662<F6> 7,041,554<F7>
PHO 96,997<F6> 6,540,510<F8> 96,997<F6> 6,540,510<F8>
<PAGE>
PAGE 7 of 8 Pages
</TABLE>
(c) The reporting persons have effected the following transactions in
the Common Stock of the Company since Amendment No. 11 was filed:
<TABLE>
<CAPTION>
Amount Type of
Date Sold Price Transaction
-------- -------- --------- -----------
<S> <C> <C> <C>
07/21/94 11,000 $48.25 Open Market
07/22/94 14,000 $48.014 Open Market
</TABLE>
- ----------------------
<F1> These amendments to Amendment No. 10 reflect the funding of the WO Trust
A, a subsidiary trust, by means of a partial distribution of assets (including
the shares of Class B Common Stock referred to in the second paragraph of Item 3
and the second paragraph of Item 4 hereof) from the Wrigley Offield Trust. At
the date on which Amendment No. 10 was filed the reporting persons had not
received notice of the transfer of shares of Class B Common Stock from the
Wrigley Offield Trust to WO Trust A.
<F2> 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.
<F3> 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.
<F4> EJO beneficially owns these shares in her capacity as trustee under a
living trust she established several years ago.
<F5> EJO beneficially owns (i) 4,002,338 of these shares as a result of being a
trustee of several family trusts, (ii) 6,000,396 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 2,498,299 of the shares described in clause (ii) of that
sentence.
<F6> The indicated reporting person beneficially owns these shares in his
capacity as trustee under a living trust.
<F7> JSO beneficially owns (i) 501,044 of these shares as a result of being a
trustee of several family trusts, (ii) 6,000,396 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, 4,778,947 of the shares described in clause (ii) of that
sentence and all of the shares described in clause (iii) of that sentence.
<F8> PHO beneficially owns (i) 6,000,396 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 4,748,547 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 8 of 8 Pages
Signatures
After reasonable inquiry, the undersigned certify that the information
set forth in this Statement, or amendment thereto, is true, complete and
correct.
Dated: August 9, 1994 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
