<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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)
February 26, 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 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 9 Pages
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SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 2 of 9 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: 396,120
8 SHARED VOTING POWER: 5,483,446
9 SOLE DISPOSITIVE POWER: 396,120
10 SHARED DISPOSITIVE POWER: 5,483,446
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 5,879,566
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.2%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No. 982526 10 5
PAGE 3 of 9 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: 97,000
8 SHARED VOTING POWER: 4,673,530
9 SOLE DISPOSITIVE POWER: 97,000
10 SHARED DISPOSITIVE POWER: 4,673,530
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,770,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.0%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
PAGE 4 of 9 Pages
This Amendment No. 18 relates to the joint statement on Schedule 13D, dated
October 18, 1991, as previously amended and as amended hereby (the "Statement"),
of Edna Jean Offield ("EJO"), James S. Offield and Paxson H. Offield ("PHO")
relating to the Common Stock, no par value (the "Common Stock"), of the Wm.
Wrigley Jr. Company (the "Company"). Unless otherwise defined herein, all
capitalized terms used but not defined herein shall have the meanings given them
in the joint statement filed October 18, 1991 or any previous amendment. Except
as amended hereby, the information set forth in the Statement remains true,
complete and correct.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable
Item 4. Purpose of Transaction.
The reporting 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 5 of 9 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, 2,598,168 and 2,088,018 are
shares of Class B Stock beneficially owned by EJO and PHO, respectively. The
percentage calculations set forth below are based on 92,932,204 shares of Common
Stock outstanding as of October 15, 1998, 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 5,879,566 6.2%
PHO 4,770,530 5.0%
</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 396,120<F3> 5,483,446<F4> 396,120<F3> 5,483,446<F4>
PHO 97,000<F5> 4,673,530<F6> 97,000<F5> 4,673,530<F6>
</TABLE>
<PAGE>
PAGE 6 of 9 Pages
(c) The reporting persons have effected the following transactions in the
Common Stock of the Company since Amendment No. 17 was filed:
<TABLE>
<CAPTION>
Amount
Sold or Type of
Date Transferred Transferor Price Transaction
- -------- ----------- ---------- -------- -----------
<S> <C> <C> <C> <C>
12/22/98 50,100 EJO $88.7530 Open market
12/23/98 70,800 EJO $89.7950 Open market
12/24/98 8,000 EJO $90.0970 Open market
12/28/98 3,500 EJO $89.2680 Open market
12/29/98 44,200 EJO $89.5714 Open market
12/30/98 10,000 EJO $88.9181 Open market
12/31/98 152,400 EJO $89.1351 Open market
01/04/99 36,000 EJO $91.9097 Open market
01/04/99 700 EJO, PHO $91.5810 Open market
01/04/99 100 EJO, PHO $91.5810 Open market
01/04/99 700 EJO $91.5810 Open market
01/04/99 700 EJO $91.5810 Open market
01/04/99 7,500 EJO $91.5810 Open market
01/04/99 7,500 EJO $91.5810 Open market
01/04/99 8,600 EJO, PHO $91.5810 Open market
01/04/99 8,600 EJO, PHO $91.5810 Open market
01/04/99 36,000 EJO $91.9100 Open market
01/05/99 700 EJO, PHO $91.9130 Open market
01/05/99 100 EJO, PHO $91.9130 Open market
01/05/99 700 EJO $91.9130 Open market
01/05/99 700 EJO $91.9130 Open market
01/05/99 7,500 EJO $91.9130 Open market
01/05/99 7,500 EJO $91.9130 Open market
01/05/99 8,600 EJO, PHO $91.9130 Open market
01/05/99 8,600 EJO, PHO $91.9130 Open market
01/06/99 1,900 EJO, PHO $91.2370 Open market
01/06/99 200 EJO, PHO $91.2370 Open market
01/06/99 1,900 EJO $91.2370 Open market
01/06/99 1,900 EJO $91.2370 Open market
01/06/99 21,600 EJO $91.2370 Open market
01/06/99 21,600 EJO $91.2370 Open market
01/06/99 24,600 EJO, PHO $91.2370 Open market
01/06/99 24,600 EJO, PHO $91.2370 Open market
01/07/99 100 EJO, PHO $91.3090 Open market
01/07/99 100 EJO $91.3090 Open market
01/07/99 100 EJO $91.3090 Open market
01/07/99 1,600 EJO $91.3090 Open market
01/07/99 1,600 EJO $91.3090 Open market
01/07/99 2,100 EJO, PHO $91.3090 Open market
</TABLE>
<PAGE>
PAGE 7 of 9 Pages
<TABLE>
<CAPTION>
Amount
Sold or Type of
Date Transferred Transferor Price Transaction
- -------- ----------- ---------- -------- -----------
<S> <C> <C> <C> <C>
01/07/99 1,800 EJO, PHO $91.3090 Open market
01/08/99 400 EJO, PHO $90.1400 Open market
01/08/99 100 EJO, PHO $90.1400 Open market
01/08/99 400 EJO $90.1400 Open market
01/08/99 400 EJO $90.1400 Open market
01/08/99 4,400 EJO $90.1400 Open market
01/08/99 4,400 EJO $90.1400 Open market
01/08/99 5,000 EJO, PHO $90.1400 Open market
01/08/99 5,100 EJO, PHO $90.1400 Open market
01/11/99 200 EJO, PHO $88.8590 Open market
01/11/99 200 EJO $88.8590 Open market
01/11/99 200 EJO $88.8590 Open market
01/11/99 1,700 EJO $88.8590 Open market
01/11/99 1,700 EJO $88.8590 Open market
01/11/99 2,000 EJO. PHO $88.8590 Open market
01/11/99 1,900 EJO, PHO $88.8590 Open market
01/12/99 300 EJO, PHO $87.8490 Open market
01/12/99 300 EJO $87.8490 Open market
01/12/99 300 EJO $87.8490 Open market
01/12/99 3,700 EJO $87.8490 Open market
01/12/99 3,700 EJO $87.8490 Open market
01/12/99 4,100 EJO, PHO $87.8490 Open market
01/12/99 4,300 EJO, PHO $87.8490 Open market
01/13/99 1,200 EJO, PHO $87.0600 Open market
01/13/99 200 EJO, PHO $87.0600 Open market
01/13/99 1,200 EJO $87.0600 Open market
01/13/99 1,200 EJO $87.0600 Open market
01/13/99 13,500 EJO $87.0600 Open market
01/13/99 13,500 EJO $87.0600 Open market
01/13/99 15,200 EJO, PHO $87.0600 Open market
01/13/99 15,400 EJO, PHO $87.0600 Open market
01/14/99 300 EJO $85.0000 Open market
01/14/99 300 EJO $85.0000 Open market
01/14/99 500 EJO, PHO $85.0000 Open market
01/14/99 400 EJO, PHO $85.0000 Open market
01/15/99 700 EJO, PHO $85.4700 Open market
01/15/99 100 EJO, PHO $85.4700 Open market
01/15/99 700 EJO $85.4700 Open market
01/15/99 700 EJO $85.4700 Open market
01/15/99 7,200 EJO $85.4700 Open market
01/15/99 7,200 EJO $85.4700 Open market
01/15/99 7,900 EJO, PHO $85.4700 Open market
01/15/99 7,900 EJO, PHO $85.4700 Open market
</TABLE>
<PAGE>
PAGE 8 of 9 Pages
(e) Not applicable.
- ----------------------
<F1> Of the shares listed in this column, 10,299 are shares of Class B Stock
beneficially owned by PHO.
<F2> Of the shares listed in this column, 2,598,168 and 2,077,719 are shares of
Class B Stock beneficially owned by EJO and PHO, respectively.
<F3> EJO beneficially owns these shares in her capacity as trustee under her
living trust.
<F4> EJO beneficially owns (i) 1,600,459 of these shares as a result of being a
trustee of several family trusts, (ii) 3,505,873 of these shares as a result of
the provisions of certain family trusts described under Item 6, and (iii)
377,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 377,114 shares. EJO disclaims beneficial
ownership of all of the shares described in clauses (i) and (iii) of the
preceding sentence and 1,517,427 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> PHO beneficially owns (i) 3,505,873 of these shares as a result of the
provisions of certain family trusts described herein under Item 6, and (ii)
377,114 of these shares as a result of serving as a director of the Foundation,
which is the legal owner of such 377,114 shares. PHO disclaims beneficial
ownership of 2,799,382 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 9 of 9 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, 1999 /s/ Edna Jean Offield
------------------------
Edna Jean Offield
/s/ Paxson H. Offield
------------------------
Paxson H. Offield
