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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Wm. Wrigley Jr. Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
982526 20 4
(CUSIP Number)
William Wrigley, Jr., 410 North Michigan Avenue,
Chicago, Illinois 60611, (312) 644-2121
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 29, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ( ).
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 5 Pages
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Schedule 13D
CUSIP No. 982526 20 4
Page 2 of 5 Pages
1. NAME OF REPORTING PERSON: William Wrigley, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: N/A
a ( ) b ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS: See Item 3.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
ITEMS 2(D) OR 2 (E): N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER: Has sole voting power over 20,510,896
shares of Common Stock and 12,352,784
shares of Class B Common Stock. Each
share of Common Stock is entitled to one
vote per share while each share of Class
B Common Stock is entitled to ten votes
per share. Each share of Class B Common
Stock is convertible into Common Stock.
8. SHARED VOTING POWER: Has shared voting power over 480,000
shares of Common Stock and 240,000
shares of Class B Common Stock.
9. SOLE DISPOSITIVE POWER: Has sole dispositive power over
20,510,896 shares of Common Stock
and 12,352,784 shares of Class B
Common Stock.
10. SHARED DISPOSITIVE POWER: Has shared dispositive power
over 989,664 shares of Common
Stock and 494,832 shares of
Class B Common Stock.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 32,863,680 of which 12,352,784 shares are Class B
Common Stock convertible into Common Stock).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: ( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 22.02% -
Common Stock; and pursuant to Rule 13d-3(d)(1)(i)(B)
deemed to own 53.54% Class B Common Stock.
14. TYPE OF REPORTING PERSON: IN
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Schedule 13D
CUSIP No. 982526 20 4
Page 3 of 5 Pages
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
Common Stock, without par value, and Class B Common Stock, without
par value, of the Wm. Wrigley Jr. Company (the "Company"), whose
principal executive offices are located at 410 North Michigan
Avenue, Chicago, IL 60611. The Class B Common Stock is convertible
into shares of Common Stock on a share-for-share basis.
Item 2. Identity and Background
(a) Name: William Wrigley, Jr.
(b) Business Address: 410 North Michigan Avenue
Chicago, IL 60611
(c) Principal Occupation: President and
Chief Executive Officer
Wm. Wrigley Jr. Company
(d), (e) & (f) Mr. Wrigley, Jr., is a citizen of the United
States of America. During the previous five years, Mr. Wrigley has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and had not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 8, 1999, Mr. William Wrigley, father of Mr. William
Wrigley, Jr. passed away. Under various trusts, effective March
29, 1999, Mr. William Wrigley, Jr. became sole or co-trustee and
the beneficial owner of 20,510,896 shares of Common Stock and
12,352,784 shares of Class B Common Stock. For Mr. Wrigley, Jr.'s
interest in all of these shares, See Item 5 below.
Item 4. Purpose of the Transaction.
See Item 3 above.
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Schedule 13D
CUSIP No. 982526 20 4
Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
(a) Mr. Wrigley, Jr. is the beneficial owner (prior to the
disclaimer of beneficial interest as described below) of 20,510,896
shares of Common Stock, representing 22.02% of the issued and
outstanding shares of Common Stock and 12,352,784 shares of Class
B Common Stock, representing 53.54% of the issued and outstanding
shares of Class B Common Stock. Shares of Class B Common Stock are
entitled to ten votes per share, are subject to restrictions on
transfer and are convertible into shares of Common Stock on a
share-for-share basis. Pursuant to Rule 13d-3(d)(1)(i)(B) under
the Securities Exchange Act of 1934, Mr. Wrigley is deemed to own
32,863,680 shares of Common Stock, representing 28.28% of the
issued and outstanding shares, because the shares of Class B Common
Stock are convertible at any time into the same number of shares of
Common Stock.
(b) The Common and Class B Common shares (collectively referred to
as "Shares") indicated owned by Mr. Wrigley, Jr. include: 225,625
shares of Common Stock and 112,868 shares of Class B Common Stock
owned directly by Mr. Wrigley, Jr. and over which he has sole
voting and sole dispositive power; 1,039,131 shares of Common Stock
and 2,446,242 shares of Class B Common Stock held in ten trusts of
which Mr. Wrigley, Jr. is the sole trustee, over which he has sole
voting and dispositive power and of which he disclaims beneficial
ownership in 455,002 shares of Common Stock and 720,521 shares of
Class B Common Stock; 14,415,060 shares of Common Stock and
7,207,530 shares of Class B Common Stock held in twelve trusts of
which Mr. Wrigley, Jr. is co-trustee and of which he has sole
voting and dispositive power over 12,945,396 shares of Common Stock
and 6,472,698 shares of Class B Common Stock, shared voting power
over 480,000 shares of Common Stock and 240,000 shares of Class B
Common Stock, shared investment power of over 989,664 shares of
Common Stock and 494,832 shares of Class B Common Stock and of
which he disclaims beneficial ownership to 10,390,619 shares of
Common Stock and 5,195,310 shares of Class B Common Stock; and
4,831,080 shares of Common Stock and 2,586,144 shares of Class B
Common Stock held in nine trusts of which he is neither sole or co-
trustee but over which he has sole voting and dispositive power and
to which he disclaims beneficial ownership to 4,830,216 shares of
Common Stock and 2,547,548 shares of Class B Common Stock.
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Schedule 13D
CUSIP No. 982526 20 4
Page 5 of 5 Pages
(c) See Item 3 above.
(d) A number of individuals and entities, including Mr. Wrigley,
Jr. have an economic interest in and the right to receive dividends
from, or the proceeds from the sale of, such Shares as
beneficiaries of various trusts over which Mr. Wrigley, Jr. is a
trustee or co-trustee and as beneficial owners or otherwise.
Reference is made to the information set forth in paragraph (a)
above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Not applicable.
Item 7. Materials to Be Filed as Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: April 8, 1999 /s/ WILLIAM WRIGLEY, JR.
William Wrigley, Jr.
