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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WM. WRIGLEY JR. COMPANY
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
982526 20 4
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(CUSIP Number)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss.240.12d-1(f) or 240.13d-1(g), check the following
box .
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. Seess.240.13d-7(b) 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).
(continued on following pages)
Page 1 of 4 Pages
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CUSIP NO. 982526 20 4 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Wrigley, Jr. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORIGIN
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Has sole voting power over 18,967,637 shares of
OWNED BY EACH Common Stock and 12,112,785 shares of Class B Common
REPORTING Stock. Each share of Common Stock is entitled to one
PERSON WITH 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.
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
Has sole dispositive power over 18,712,805
shares of Common Stock and 11,985,369 shares of
Class B Common Stock.
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10 SHARED DISPOSITIVE POWER
Has shared dispositive power over 734,832
shares of Common Stock and 367,416 shares of
Class B Common Stock.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,800,422 of which 12,352,785 shares are Class B Common Stock
convertible into Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.4% of Common Stock; 55.8% of Class B Common Stock; pursuant to Rule
13d-3(d)(1)(i)(B) deemed to own 30.9% of the issued and outstanding
Common Stock.
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 982526 20 4 13D Page 3 of 4 Pages
Except as specifically amended hereby, all other provisions of Mr. Wrigley,
Jr.'s Schedule 13D filed on April 8, 1999 remain in full force and effect.
Capitalized terms used herein and not otherwise defined shall have the same
meanings ascribed to them in such Schedule 13D.
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 herein) of 19,447,637 shares of Common Stock,
representing 21.4% of the issued and outstanding shares of Common Stock, and
12,352,785 shares of Class B Common Stock, representing 55.8% of the issued and
outstanding shares of Class B Common Stock. Of these Shares, Mr. Wrigley, Jr.
disclaims any beneficial interest in 15,422,915 shares of Common Stock and
8,835,895 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 at any time at the option of the holder 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 beneficially own
31,800,422 shares of Common Stock, representing 30.9% of the issued and
outstanding shares, after giving effect to the assumed conversion by Mr.
Wrigley, Jr. of the shares of Class B Common Stock. The ownership percentages
set forth herein are based upon 90,737,802 shares of Common Stock and 22,158,563
shares of Class B Common Stock outstanding as of October 31, 2000, as reported
in the Company's Form 10-Q for the quarterly period ended September 30, 2000.
(b) The number of shares as to which Mr. Wrigley, Jr. has the sole power to
vote or to dispose, or the shared power to vote or to dispose is as follows:
Sole voting power: 18,967,637 shares of Common Stock
12,112,785 shares of Class B Common Stock
Shared voting power: 0
Sole dispositive power: 18,712,805 shares of Common Stock
11,985,369 shares of Class B Common Stock
Shared dispositive power: 734,832 shares of Common Stock
367,416 shares of Class B Common Stock
In a complaint filed on January 8, 2001 in the Circuit Court of Cook
County, Illinois against Mr. Wrigley, Jr. and the other defendants named
therein, the plaintiff alleges that Mr. Wrigley, Jr. does not have any voting or
dispositive power (whether sole or shared) with respect to an aggregate of
7,240,824 Shares included in the table above. These Shares are comprised of
4,827,216 shares of Common Stock and 2,413,608 shares of Class B Common Stock,
as to which Mr. Wrigley, Jr. believes he is vested with sole voting and
dispositive power and which shares are included in the table above. Mr. Wrigley,
Jr. believes the allegations in the complaint are erroneous and he therefore
will defend the action.
(c) None.
(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.
(e) Not applicable.
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CUSIP NO. 982526 20 4 13D Page 4 of 4 Pages
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: January 12, 2001
/s/ William Wrigley, Jr.
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William Wrigley, Jr.
