SC 13D/A 1 dsc13da.txt SCH 13/D AMENDMENT NO. 24 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 24)* 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 LLC 70 West Madison Street, #3300 Chicago, Illinois 60602, (312) 372-1121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 19, 2002 (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(e), 13d-1(f) or 13f-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. See Rule 13d-7 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 =============================================================================== SCHEDULE 13D CUSIP NO. 982526 10 5 ------------ ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Paxson H. Offield ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 Not applicable ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,495,940* SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 8,044,330* ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,495,940* PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 8,044,330* ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,540,270* ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.1%* ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ * The share numbers set forth in this report reflect a 2-for-1 stock split of Class B Stock and Common Stock effected by the Company on February 6, 2001. ------------------------------------------------------------------------------ PAGE 3 of 9_Pages This Amendment No. 24 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 ("JSO") and Paxson H. Offield ("PHO") relating to the Common Stock, no par value (the "Common Stock"), of the Wm. Wrigley Jr. Company (the "Company"). Pursuant to transactions described in prior amendments to this Statement, each of EJO and JSO ceased to be a beneficial owner of more than 5% of the outstanding shares of Common Stock of 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 person effected the transfer of shares of Common Stock specified in Item 5(c) for tax planning purposes and to decrease his equity position in the Company. As previously reported under Item 5(b) of the Original Statement, the nature of the reporting person's beneficial ownership of shares of Common Stock varies. However, regardless of the nature of the reporting person's beneficial ownership of shares, all shares of Common Stock reported by this Statement as being beneficially owned by him are held for investment purposes. In the normal course of managing his 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 person may acquire or dispose of shares of Common Stock. Except as described in the preceding sentence, the reporting person has 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 4 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 person be treated as shares of Common Stock for purposes of this Statement. The following table sets forth, with respect to the reporting person (i) the aggregate number of shares of Common Stock (including Class B Stock) beneficially owned, and (ii) the approximate percentage of outstanding shares of Common Stock (including Class B Stock) beneficially owned. Of the shares set forth under the middle column below, 5,858,232 are shares of Class B Stock beneficially owned by PHO. The percentage calculation set forth below is based on 182,601,309 shares of Common Stock outstanding as of January 15, 2002, plus the shares of Class B Stock that are beneficially owned by the reporting person.

(b) The following table sets forth, with respect to the reporting person, the number of shares of Common Stock, including Class B 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:

* The share numbers set forth in this report reflect a 2-for-1 stock split of Class B Stock and Common Stock effected by the Company on February 6, 2001. PAGE 5 of 9 Pages (c) The reporting person has effected the following transactions during the past 60 days:

2/12/02 2,291 53.861 Open Market 2/12/02 1,686 53.861 Open Market 2/12/02 1,686 53.861 Open Market 2/12/02 373 53.861 Open Market 2/12/02 373 53.861 Open Market 2/12/02 2,251 53.861 Open Market 2/12/02 1,777 53.861 Open Market 2/12/02 1,010 53.861 Open Market 2/12/02 303 53.861 Open Market 2/12/02 303 53.861 Open Market 2/12/02 3,836 53.861 Open Market 2/12/02 3,836 53.861 Open Market 2/12/02 6,662 53.861 Open Market 2/12/02 6,662 53.861 Open Market 2/12/02 373 53.861 Open Market 2/12/02 434 53.861 Open Market 2/12/02 2,726 53.861 Open Market 2/12/02 5,754 53.861 Open Market 2/13/02 5,092 53.776 Open Market 2/13/02 5,092 53.776 Open Market 2/13/02 3,746 53.776 Open Market 2/13/02 3,746 53.776 Open Market 2/13/02 830 53.776 Open Market 2/13/02 830 53.776 Open Market 2/13/02 5,002 53.776 Open Market 2/13/02 3,948 53.776 Open Market 2/13/02 2,243 53.776 Open Market 2/13/02 673 53.776 Open Market 2/13/02 673 53.776 Open Market 2/13/02 8,524 53.776 Open Market 2/13/02 8,524 53.776 Open Market 2/13/02 14,805 53.776 Open Market 2/13/02 14,805 53.776 Open Market 2/13/02 830 53.776 Open Market 2/13/02 965 53.776 Open Market 2/13/02 6,056 53.776 Open Market 2/13/02 12,786 53.776 Open Market 2/14/02 6,559 53.838 Open Market 2/14/02 6,559 53.838 Open Market 2/14/02 4,825 53.838 Open Market 2/14/02 4,825 53.838 Open Market 2/14/02 1,069 53.838 Open Market 2/14/02 1,069 53.838 Open Market 2/14/02 6,443 53.838 Open Market 2/14/02 5,085 53.838 Open Market 2/14/02 2,889 53.838 Open Market 2/14/02 866 53.838 Open Market 2/14/02 866 53.838 Open Market 2/14/02 10,979 53.838 Open Market 2/14/02 10,979 53.838 Open Market 2/14/02 19,069 53.838 Open Market 2/14/02 19,069 53.838 Open Market 2/14/02 1,069 53.838 Open Market 2/14/02 1,242 53.838 Open Market 2/14/02 7,801 53.838 Open Market 2/14/02 16,468 53.838 Open Market 3/11/02 5,092 54.185 Open Market 3/11/02 5,092 54.185 Open Market

3/11/02 3,746 54.185 Open Market 3/11/02 830 54.185 Open Market 3/11/02 830 54.185 Open Market 3/11/02 5,002 54.185 Open Market 3/11/02 3,948 54.185 Open Market 3/11/02 2,243 54.185 Open Market 3/11/02 673 54.185 Open Market 3/11/02 673 54.185 Open Market 3/11/02 8,524 54.185 Open Market 3/11/02 8,524 54.185 Open Market 3/11/02 14,805 54.185 Open Market 3/11/02 14,805 54.185 Open Market 3/11/02 830 54.185 Open Market 3/11/02 965 54.185 Open Market 3/11/02 6,056 54.185 Open Market 3/11/02 12,786 54.185 Open Market 3/12/02 6,258 54.127 Open Market 3/12/02 6,258 54.127 Open Market 3/12/02 4,604 54.127 Open Market 3/12/02 4,604 54.127 Open Market 3/12/02 1,020 54.127 Open Market 3/12/02 1,020 54.127 Open Market 3/12/02 6,148 54.127 Open Market 3/12/02 4,852 54.127 Open Market 3/12/02 2,757 54.127 Open Market 3/12/02 827 54.127 Open Market 3/12/02 827 54.127 Open Market 3/12/02 10,476 54.127 Open Market 3/12/02 10,476 54.127 Open Market 3/12/02 18,195 54.127 Open Market 3/12/02 18,195 54.127 Open Market 3/12/02 1,020 54.127 Open Market 3/12/02 1,185 54.127 Open Market 3/12/02 7,444 54.127 Open Market 3/12/02 15,714 54.127 Open Market

PAGE 8 of 9 Pages (e) Not applicable. ---------------------- (F1) Of the shares listed in this column, 793,896 are shares of Class B Stock beneficially owned by PHO. (F2) Of the shares listed in this column, 5,064,336 are shares of Class B stock beneficially owned by PHO. (F3) PHO beneficially owns (i) 180,854 of these shares in his capacity as trustee under his living trust and (ii) 1,315,086 of these shares as a result of the provisions of certain family trusts described under Item 6. PHO disclaims beneficial ownership of all of the shares described in clause (ii) of the preceding sentence. (F4) PHO beneficially owns (i) 2,486,118 of these shares as a result of being a trustee of several family trusts, (ii) 5,077,048 of these shares as a result of the provisions of certain family trusts described under Item 6, and (iii) 481,164 of these shares as a result of serving as a director of the Foundation, which is the legal owner of such 481,164 shares. PHO disclaims beneficial ownership of 1,427,062 of the shares described in clause (i) of the preceding sentence, 2,602,282 of the shares described in clause (ii) of that sentence and all of the shares described in clause (iii). PAGE 9 of 9 Pages Signature After reasonable inquiry, the undersigned certify that the information set forth in this Statement, or amendment thereto, is true, complete and correct. Dated: March 22, 2002 /s/ Paxson H. Offield ------------------------ Paxson H. Offield

PAXSON H OFFIELD SC 13D/A