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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/03/05 Hagenah William J III SC 13D/A 1:46K Wrigley WM Jr Co McDermott Will… Emery/FA |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment No. 4 HTML 30K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Page 1 of 4
SCHEDULE 13D
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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 |
|
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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)/ / |
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(b)/ /
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3 |
SEC USE ONLY |
__________________________________________________________________________
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4 |
SOURCE OF FUNDS | |
|
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N/A |
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__________________________________________________________________________
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |
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PURSUANT TO ITEMS 2(d) or 2(e) / / |
| |
__________________________________________________________________________
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |
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Illinois |
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__________________________________________________________________________
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7 |
SOLE VOTING POWER1 |
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NUMBER OF SHARES |
6,824,308 shares of Common Stock and |
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BENEFICIALLY |
4,986,878 shares of Class B Common Stock |
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OWNED BY |
_______________________________________________ | |||||||||||||
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EACH |
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REPORTING |
8 |
SHARED VOTING POWER1 |
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PERSON |
640,000 shares of Common Stock and |
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WITH |
320,000 shares of Class B Common Stock |
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|
_______________________________________________ |
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9 |
SOLE DISPOSITIVE POWER1 |
| ||
|
|
6,824,308 shares of Common Stock and |
| |||
|
|
4,986,878 shares of Class B Common Stock |
| |||
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|
_______________________________________________ | ||||
|
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10 |
SHARED DISPOSITIVE POWER2 |
| |
|
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640,000 shares of Common Stock and |
| ||
|
|
320,000 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.
Page 2 of 4
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
|
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7,464,308 shares of Common Stock and |
| |
|
|
5,306,878 shares of Class B Common Stock |
| |
__________________________________________________________________________
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| |
|
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EXCLUDES CERTAIN SHARES / / |
| |
__________________________________________________________________________
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
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3.9% of shares of Common Stock and 15.9% of shares of Class B Common | |
Stock; pursuant to Rule 13d-3(d)(1)(i)(B) deemed to own 6.5% of the
issued and outstanding Common Stock.
__________________________________________________________________________
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14 |
TYPE OF REPORTING PERSON |
| |
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00 |
| |
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__________________________________________________________________________ | |||
Item 3. Source and Amount of Funds or Other Consideration.
See Item 3 in Amendment No. 1. Pursuant to an agreement effective as of September 25, 2002, William J. Hagenah, Jr. granted William Wrigley, Jr. irrevocable proxies to vote shares of Common Stock and Class B Common Stock owned by certain trusts of which Mr. Hagenah, Jr. was trustee. The proxies did not include the right to direct the sale, exchange, or disposition of the shares held by the trusts. After execution of the proxies, Mr. Hagenah, Jr. resigned as trustee, and William J. Hagenah III became sole successor trustee. By their terms, the proxies granted to Mr. Wrigley, Jr. terminated on September 25, 2005.
Item 5. Interest in Securities of the Issuer.
|
(a) |
7,464,308 shares of Common Stock (3.9% of Common Stock outstanding) 5,306,878 shares of Class B Common Stock (15.9% 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 12,771,186 shares of Common Stock, representing 6.5% 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 191,359,524 shares of Common Stock and 33,346,640 shares of Class B Common Stock outstanding as of July 29, 2005, as reported in the Company’s Form 10-Q for the quarter ended June 30, 2005.
|
(b) |
Sole power to vote |
6,824,308 shares of Common Stock (3.6%)
4,986,878 shares of Class B Common Stock (15.0%)
Page 3 of 4
Shared power to vote
640,000 shares of Common Stock (0.3%)
320,000 shares of Class B Common Stock (1.0%)
Sole power to dispose
6,824,308 shares of Common Stock (3.6%)
4,986,878 shares of Class B Common Stock (15.0%)
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.
Item 7. Material 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: September 30, 2005 |
William J. Hagenah III,
individually and as Trustee and
Co-Trustee of various Wrigley
Family Trusts
Page 4 of 4
| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/3/05 | 4 | ||
| 9/30/05 | 10-Q | |||
| 9/25/05 | ||||
| 7/29/05 | 4, 4/A | |||
| 6/30/05 | 10-Q | |||
| 9/25/02 | ||||
| List all Filings | ||||