<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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, #3300
Chicago, Illinois 60602, (312) 372-1121
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 19, 1996
(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
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SCHEDULE 13D
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CUSIP NO. 982526 10 5 PAGE 2 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON: Edna Jean Offield
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4 Not applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
821,120
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 9,222,648
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
821,120
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,222,648
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,043,768
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
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CUSIP NO. 982526 10 5 PAGE 3 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON: James S. Offield
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
85,662
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,724,754
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
85,662
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
5,724,754
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,810,416
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 982526 10 5 PAGE 4 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON: Paxson H. Offield
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
97,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,224,110
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
97,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
5,224,110
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,321,110
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
<PAGE>
PAGE 5 of 8 Pages
This Amendment No. 14 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 Statement or any subsequent amendment thereto.
Except as amended hereby, the information set forth in the Statement
remains true, complete and correct.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable
Item 4. Purpose of Transaction.
The reporting persons effected the transfer of shares of Common Stock
specified in Item 5(c) for tax planning purposes and to decrease
their equity position in the Company. As previously reported under
Item 5(b) of the Original Statement, the nature of the reporting persons'
respective beneficial ownership of shares of Common Stock varies. However,
regardless of the nature of the reporting persons' beneficial ownership of
shares, all shares of Common Stock reported by this Statement as being
beneficially owned by them are held for investment purposes. In the normal
course of managing their investment in the Company's Common Stock (whether the
Common Stock is owned directly or indirectly as a result of any of the facts
described under Item 5(b) of this Statement), the reporting persons may acquire
or dispose of shares of Common Stock. Except as described in the preceding
sentence, the reporting persons have no plans or proposals which relate to or
would result in any of the events described in paragraphs (a) through (j) set
forth under Item 4 of Schedule 13D.
<PAGE>
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
1,726,419 are shares of Class B Stock beneficially owned by EJO, JSO and PHO,
respectively. The percentage calculations set forth below are based on
91,617,527 shares of Common Stock outstanding as of April 15, 1996, plus the
respective number of shares of Class B Stock that are beneficially owned by each
of the reporting persons.
<TABLE>
<CAPTION>
Shares of
Reporting Common Stock Percentage
Person Beneficially Owned Owned
--------- ------------------ ------------
<S> <C> <C>
EJO 10,043,768 10.6%
JSO 5,810,416 6.2%
PHO 5,321,110 5.7%
</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 Power Power Power
--------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C>
EJO 821,120 9,222,648 821,120 9,222,648
JSO 85,662 5,724,754 85,662 5,724,754
PHO 97,000 5,224,110 97,000 5,224,110
</TABLE>
<PAGE>
PAGE 7 of 8 Pages
(c) The reporting persons have effected the following transactions
in the Common Stock of the Company since Amendment No. 13 was filed:
<TABLE>
<CAPTION>
Amount
Sold or Type of
Date Transferred Transferor Price Transaction
------- ----------- ---------- ----- -----------
<S> <C> <C> <C> <C>
3/22/96 11,000 JSO $61.00 Open market
3/22/96 40,000 EJO, JSO $61.00 Open market
3/27/96 5,600 EJO, JSO $60.58 Open market
3/27/96 5,800 EJO, PHO $60.58 Open market
3/27/96 3,400 EJO $60.58 Open market
3/27/96 200 EJO, JSO $60.58 Open market
4/22/96 5,200 EJO $55.50 Open market
4/22/96 300 EJO, JSO $55.50 Open market
4/23/96 9,700 EJO $55.64 Open market
4/23/96 600 EJO, JSO $55.64 Open market
4/24/96 28,700 EJO $52.45 Open market
4/24/96 1,300 EJO, JSO $52.45 Open market
4/25/96 23,900 EJO $51.62 Open market
4/25/96 23,900 EJO $52.46 Open market
4/25/96 1,100 EJO, JSO $51.62 Open market
4/25/96 1,100 EJO, JSO $52.46 Open market
4/26/96 9,500 EJO $52.46 Open market
4/26/96 500 EJO, JSO $52.46 Open market
4/29/96 17,700 EJO $52.07 Open market
4/29/96 400 EJO, JSO $52.07 Open market
6/06/96 20,000 EJO, JSO $53.52 Open market
6/18/96 10,000 EJO, JSO $51.66 Open market
6/19/96 10,000 JSO $50.20 Open market
</TABLE>
- ----------------------
Of the shares listed in this column, 81,066 and 10,299 are shares of
Class B Stock beneficially owned by JSO and PHO, respectively.
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.
EJO beneficially owns these shares in her capacity as trustee under her
living trust.
EJO beneficially owns (i) 3,998,538 of these shares as a result of being a
trustee of several family trusts, (ii) 4,703,996 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
520,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 520,114 shares. EJO disclaims
beneficial ownership of all of the shares described in clauses (i) and
(iii) of the preceding sentence and 2,446,899 of the shares described in
clause (ii) of that sentence.
The indicated reporting person beneficially owns these shares in his
capacity as trustee under a living trust.
JSO beneficially owns (i) 500,644 of these shares as a result of being a
trustee of several family trusts, (ii) 4,703,996 of these shares as a result
of the provisions of certain family trusts described under Item 6, and (iii)
520,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 520,114 shares. JSO disclaims
beneficial ownership of 429,980 of the shares described in clause (i) of the
preceding sentence, 3,528,147 of the shares described in clause (ii) of that
sentence and all of the shares described in clause (iii) of that sentence.
PHO beneficially owns (i) 4,703,996 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
520,114 of these shares as a result of serving as a director of the
Foundation, which is the legal owner of such 520,114 shares. PHO disclaims
beneficial ownership of 3,432,947 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 13, 1996 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ James S. Offield
------------------------
James S. Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
