Hagenah William J III – ‘SC 13D/A’ on 11/15/04 re: Wrigley WM Jr Co

On:  Monday, 11/15/04, at 3:34pm ET   ·   Accession #:  914760-4-253   ·   File #:  5-13094

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 3                                        4     16K 

Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No. 3) 

Wm. Wrigley Jr. Company 
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock (no par value) and Class B Common Stock (no par value)
--------------------------------------------------------------------------------
(Title of Class of Securities)

 982526 10 5 (Common Stock) 982526 20 4 (Class B Common Stock)
--------------------------------------------------------------------------------
(CUSIP Number)

William J. Hagenah III
 One Northfield Plaza, Suite 300, Northfield, IL 60093
(847) 441-2980
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

November 3, 2004
--------------------------------------------------------------------------------
 (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 that is the subject of this Schedule 13D, and is filing this    
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the 
following box. [ ]                                                              

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SC 13D/A
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SCHEDULE 13D

CUSIP No. 982526 10 5 (Common Stock) 982526 20 4 (Class B Common Stock)         
--------------------------------------------------------------------------------
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1        NAMES OF REPORTING PERSONS S.S. OR                                     
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS                   
       William J. Hagenah III, individually and as Trustee and Co-Trustee of
various Wrigley Family Trusts                                 
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)/ /     
                                                                (b)/ /
--------------------------------------------------------------------------------
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 ORGANIZATION                                   
Illinois                                                      
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               7    SOLE VOTING POWER(1)
NUMBER OF SHARES                        46,220 shares of Common Stock and       
BENEFICIALLY                          45,540 shares of Class B Common Stock 
    OWNED BY                       ---------------------------------------------
EACH                                                                
REPORTING                       8    SHARED VOTING POWER(2)               
PERSON                              640,000 shares of Common Stock and  
   WITH                               320,000 shares of Class B Common Stock
                                   ---------------------------------------------

                    9    SOLE DISPOSITIVE POWER(1)
                                    7,684,208 shares of Common Stock and
                                        4,986,878 shares of Class B Common Stock
                                   ---------------------------------------------

                      10   SHARED DISPOSITIVE POWER(2)
                                  640,000 shares of Common Stock and
                                      320,000 shares of Class B Common Stock
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
8,324,208 shares of Common Stock and                          
5,306,878 shares of Class B Common Stock                      
--------------------------------------------------------------------------------

--------                                                                        
1  Includes 46,220 shares of Common Stock and 45,540 shares of Class B Common   
Stock held by the filing person individually.                             

2  In addition to the shares reported above in (8) and (10), the reporting      
person is co-trustee with William Wrigley, Jr. of various Wrigley family  
   trusts holding 3,560,856 shares of Common Stock and 2,039,970 shares of Class
B Common Stock. The co-trustees share voting and dispositive power, but in
   the event of disagreement between the co-trustees regarding the voting, sale,
   exchange or disposition of the Wm. Wrigley Jr. Company stock in these trusts,
William Wrigley, Jr. as an officer of the Wm. Wrigley Jr. Company, directs
the voting, sale, exchange or disposition of the stock.                   

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SC 13D/A
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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)                     
   4.4% of shares of Common Stock and 15.8% shares of Class B Common
     Stock; pursuant to Rule 13d-3(d)(1)(i)(B) deemed to own 6.9% of the
issued and outstanding Common Stock.                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               
00                                                            
--------------------------------------------------------------------------------

Item 4.  Purpose of Transaction.                                                

See Item 3 in Amendment No. 1. The purpose of this amendment is to report the   
aggregate disposition of 2,023,100 shares of Common Stock, which was completed  
on November 3, 2004 and represents a disposition of beneficial ownership of     
Common Stock that exceeds 1% of the Common Stock outstanding as of October 29,  
2004, as reported in the Company's Form 10-Q for the quarter ended September 30,
2004.                                                                           

Item 5.  Interest in Securities of the Issuer.                                  

(a)      8,324,208 shares of Common Stock (4.4% of Common Stock outstanding)    
         5,306,878 shares of Class B Common Stock (15.8% of Class B Common Stock
outstanding)                                                  

     Includes 46,220 shares of Common Stock and 45,540 shares of Class B
Common Stock held by the filing person individually.          

   Shares of Class B Common Stock 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), Mr. Hagenah is deemed to
       beneficially own 13,631,086 shares of Common Stock, representing 6.9%
  of the issued and outstanding shares, after giving effect to the
   assumed conversion by Mr. Hagenah of the shares of Class B Common
Stock.                                                        

       The ownership percentages are based upon 190,871,069 shares of Common
       Stock and 33,567,353 shares of Class B Common Stock outstanding as of
  October 29, 2004, as reported in the Company's Form 10-Q for the
quarter ended September 30, 2004.                             

(b)      Sole power to vote                                                     
46,220 shares of Common Stock (0.0%)                          
45,540 shares of Class B Common Stock (0.1%)                  

    Shared power to vote 640,000 shares of Common Stock (0.3%) 320,000
shares of Class B Common Stock (1.0%)                         

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         Sole power to dispose 7,684,208 shares of Common Stock (4.0%) 4,986,878
shares of Class B Common Stock (14.9%)                        

       Shared power to dispose 640,000 shares of Common Stock (0.3%) 320,000
shares of Class B Common Stock (1.0%)                         

Power to vote and dispose is shared with Alison Wrigley Rusack. Item 2          
information for Ms. Rusack is available in her Schedule 13D filing. Also see    
Footnote 2 of this Amendment.                                                   

 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. 

                                  /s/ William J. Hagenah III
Dated:  November 15, 2004                   ------------------------------------
                                            William J. Hagenah III, individually
                                        and as Trustee and Co-Trustee of
                                     various Wrigley Family Trusts

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/15/04		4
		11/3/04		1		3			4
		10/29/04		3
		9/30/04		3					10-Q,  10-Q/A
									List all Filings