Wrigley WM JR Co - Amended Statement of Beneficial Ownership (SC 13D/A)
07 Agosto 2008 - 7:07PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Marshall E. Eisenberg,
Esq.
Neal, Gerber & Eisenberg LLP
Two North
LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
(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.
o
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 persons 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)
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CUSIP No.
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982526 10 5
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13D
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Page
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2
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of
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6
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Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Wrigley, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORIGIN
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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Has sole voting power over 855,426 shares of Common Stock and 28,522 shares of Class B Common Stock. Each share of Common Stock is entitled to one 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 one share of Common Stock.
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8
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SHARED VOTING POWER
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Has shared voting power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock. Each share of Common Stock is entitled to one 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 one share of Common Stock.
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9
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SOLE DISPOSITIVE POWER
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Has sole dispositive power over 855,426 shares of Common Stock and 28,522 shares of Class B Common Stock.
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10
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SHARED DISPOSITIVE POWER
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Has shared dispositive power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock.
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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32,494,162 shares of which 24,614,175 shares are Class B Common Stock convertible into Common Stock.
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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Pursuant to Rule 13d3(d)(1)(i)(B), deemed to
own 13.3% of the issued and outstanding Common Stock, which includes
45.5% of Class B Common
Stock convertible into Common Stock.
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14
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TYPE OF REPORTING PERSON*
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IN
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CUSIP No.
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982526 10 5
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13D
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Page
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3
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of
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6
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Page
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wrigley Private Trust Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORIGIN
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South Dakota
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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Has shared voting power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock. Each share of Common Stock is entitled to one 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 one share of Common Stock.
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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Has shared dispositive power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock.
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,610,214 shares of which 24,585,653 shares are Class B Common Stock convertible into Common Stock.
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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Pursuant to Rule 13d3(d)(1)(i)(B),
deemed to own 13.0% of the issued and outstanding Common Stock, which
includes 45.5% of Class B Common Stock convertible into Common
Stock.
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14
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TYPE OF REPORTING PERSON*
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OO
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CUSIP No.
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982526 10 5
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13D
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Page
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4
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of
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6
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Pages
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Except as specifically amended hereby, all other provisions of Mr. Wrigley, Jr.s Schedule 13D
filed on April 8, 1999, as amended by Amendment Nos. 1-12, 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 7,879,987 shares of Common Stock, representing 3.6% of the issued and
outstanding shares of Common Stock, and 24,614,175 shares of Class B Common Stock, representing
45.5% of the issued and outstanding shares of Class B Common Stock. Of these Shares, Mr. Wrigley,
Jr. disclaims any beneficial interest in 6,251,816 shares of Common Stock and 8,973,407 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, Jr. is deemed to beneficially own 32,494,162
shares of Common Stock, representing 13.3% of the issued and outstanding shares of Common Stock,
after giving effect to the assumed conversion by Mr. Wrigley, Jr. of the shares of Class B Common
Stock (but not giving effect to the assumed conversion of the other outstanding shares of Class B
Common Stock). Assuming conversion of all outstanding shares of Class B Common Stock (including
those beneficially owned by Mr. Wrigley, Jr.) the 32,494,162 shares of Common Stock deemed
beneficially owned by Mr. Wrigley, Jr. would represent 11.9% of the deemed issued and outstanding
shares of Common Stock. The ownership percentages set forth herein
are based upon 218,664,257
shares of Common Stock and 54,043,124 shares of Class B Common
Stock outstanding as of July 31,
2008, as reported in the Companys Form 10-Q for the fiscal
quarter ended June 30, 2008.
WPTC is the beneficial owner of 7,024,561 shares of Common Stock, representing 3.2% of the
issued and outstanding shares of Common Stock, and 24,585,653 shares of Class B Common Stock,
representing 45.5% of the issued and outstanding shares of Class B Common Stock. Pursuant to Rule
13d-3(d)(1)(i)(B) under the Securities Exchange Act of 1934, WPTC is deemed to beneficially own
31,610,214 shares of Common Stock, representing 13.0% of the issued and outstanding shares of
Common Stock, after giving effect to the assumed conversion by WPTC of the shares of Class B Common
Stock (but not giving effect to the assumed conversion of the other outstanding shares of Class B
Common Stock). Assuming conversion of all outstanding shares of Class B Common Stock (including
those beneficially owned by WPTC) the 31,610,214 shares of Common Stock deemed beneficially owned
by WPTC would represent 11.6% of the deemed issued and outstanding shares of Common Stock. Mr.
Ungaretti, a director of WPTC, is the beneficial owner of 200 shares of Common Stock and 50 shares
of Class B Common Stock, over which shares he has sole voting and dispositive power.
(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:
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Sole voting power:
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855,426 shares of Common Stock
28,522 shares of Class B Common Stock
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Shared voting power:
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7,024,561 shares of Common Stock
24,585,653 shares of Class B Common Stock
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Sole dispositive power:
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855,426 shares of Common Stock
28,522 shares of Class B Common Stock
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Shared dispositive power:
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7,024,561 shares of Common Stock
24,585,653 shares of Class B Common Stock
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CUSIP No.
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982526 10 5
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13D
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Page
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5
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of
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6
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Pages
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The number of shares as to which WPTC has the sole power to vote or to dispose, or the shared
power to vote or to dispose is as follows:
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Sole voting power:
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0 shares of Common Stock
0 shares of Class B Common Stock
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Shared voting power:
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7,024,561 shares of Common Stock
24,585,653 shares of Class B Common Stock
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Sole dispositive power:
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0 shares of Common Stock
0 shares of Class B Common Stock
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Shared dispositive power:
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7,024,561 shares of Common Stock
24,585,653 shares of Class B Common Stock
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(c) None.
(d) Both Mr. Wrigley, Jr. and his brother, Philip K. Wrigley, have an economic interest in and
the right to receive dividends from, or the proceeds from the sale of, certain Shares as
beneficiaries of various trusts over which Mr. Wrigley, Jr. or WPTC is trustee.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
Mr. Wrigley, Jr. entered into an agreement with Santa Catalina Island Company, a Delaware
corporation (SCI Co.), effective as of December 28, 2001, pursuant to which Mr. Wrigley, Jr. held
an irrevocable proxy to vote the 960,000 shares of Common Stock and 840,000 shares of Class B
Common Stock owned by SCI Co. (or certain permitted transferees) (the SCI Shares). Mr. Wrigley,
Jr. did not have investment or dispositive power over the SCI Shares. In addition, pursuant to the
agreement, Mr. Wrigley, Jr. had the right to purchase at the then-current market price any SCI
Shares SCI Co. (or certain permitted transferees) intended to sell. On July 23, 2008, Mr. Wrigley,
Jr. received written notice from SCI Co. that it intended to sell all of the SCI Shares and,
effective July 25, 2008, Mr. Wrigley, Jr. did not exercise his right to purchase the SCI Shares.
As of August 5, 2008, all of the SCI Shares have been sold and, as a result, such irrevocable proxy
has terminated, Mr. Wrigley, Jr. no longer has the right to vote the SCI Shares and Mr. Wrigley,
Jr. no longer has the right to purchase the SCI Shares.
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CUSIP No.
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982526 10 5
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13D
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Page
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6
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of
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6
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Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the
information set forth in this statement is true, complete and correct.
Dated: August 7, 2008
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/s/ William Wrigley, Jr.
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William Wrigley, Jr.
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WRIGLEY PRIVATE TRUST COMPANY
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By:
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/s/ Lucy Surchik
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Name:
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Lucy Surchik
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Title:
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Vice President
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Grafico Azioni Wrigley WM JR (NYSE:WWY)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Wrigley WM JR (NYSE:WWY)
Storico
Da Lug 2023 a Lug 2024