-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ObNNMNi+fJ0l7IXfoH7hYv9y9P87XaIie7joA9hIYXJaWLXddp5/6k/fxZ49CFz0 UQTTuhcg0pzAFTbF7ae3LQ== 0000950137-03-002592.txt : 20030502 0000950137-03-002592.hdr.sgml : 20030502 20030501191642 ACCESSION NUMBER: 0000950137-03-002592 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030502 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WRIGLEY WM JR CO CENTRAL INDEX KEY: 0000108601 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 361988190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06799 FILM NUMBER: 03677955 BUSINESS ADDRESS: STREET 1: 410 N MICHIGAN AVE STREET 2: WRIGLEY BUILDING CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3126442121 MAIL ADDRESS: STREET 1: 410 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: WRIGLEY WILLIAM JR CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WRIGLEY WILLIAM JR CENTRAL INDEX KEY: 0001163224 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 410 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3126442121 MAIL ADDRESS: STREET 1: 410 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 c76674a5sc13dza.htm AMENDMENT TO SCHEDULE 13D Amendment to Schedule 13d
 

         
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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.    5)*

WM. WRIGLEY JR. COMPANY
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

982526 10 5
(CUSIP Number)

Marshall E. Eisenberg, Esq.
Neal, Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 1, 2003
(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 §240.13d-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).

  Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
SEC 1746 (11-02)

 

                 
CUSIP NO. 982526 10 5

  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

              William Wrigley, Jr.                  ###-##-####

  2. Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)   o

     (b)   o

 

  3. SEC Use Only

 

  4. Source of Funds (See Instructions)

              N/A

  5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

o

 

  6. Citizenship or Place of Organization

              United States

  7.   Sole Voting Power
Has sole voting power over 38,440,550 shares of Common Stock and 24,705,570 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 Common Stock.
Number of  
   
Shares   8.   Shared Voting Power
0
 
Beneficially        
   
Owned by Each   9.   Sole Dispositive Power
Has sole dispositive power over 27,313,898 shares of Common Stock and 19,029,400 shares of Class B Common Stock.
 
Reporting      
   
Person   10.   Shared Dispositive Power
Has shared dispositive power over 509,664 shares of Common Stock and 254,832 shares of Class B Common Stock.
 
With      
  11. Aggregate Amount Beneficially Owned by Each Reporting Person

              63,146,120 of which 24,705,570 shares are Class B Common Stock convertible into Common Stock.

  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

 

  13. Percent of Class Represented by Amount in Row (11)

              20.9% of Common Stock; 59.5% of Class B Common Stock; pursuant to Rule 13d-3(d)(1)(i)(B) deemed to own 30.3% of the issued and outstanding Common Stock.

  14. Type of Reporting Person (See Instructions)

              IN

 

     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. 1-4, 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 4. Purpose of the Transaction.

     Mr. Wrigley, Jr. has no present intention to purchase any additional shares of Common Stock or Class B Common Stock; however, depending on market conditions and other relevant factors (including constraints imposed by Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the contemplated sales described in the next paragraph), he may purchase additional shares of Common Stock and/or Class B Common Stock on the open market or pursuant to one or more privately negotiated transactions, on such terms and at such times as he considers desirable. Mr. Wrigley, Jr. may determine to continue to hold the shares of Common Stock and Class B Common Stock beneficially owned by him, or may determine, from time to time, to dispose of a portion of such shares.

     In this regard, on May 1, 2003, Mr. Wrigley, Jr. established a plan (the “Plan”) to sell a portion of the shares of Common Stock beneficially owned by him and held in various trusts for the benefit of Mr. Wrigley, Jr. and members of his family. The Plan, which is intended to qualify under Rule 10b5-1 promulgated under the Exchange Act, contemplates the sale by these family trusts of up to an aggregate of $43.6 million of the Company’s Common Stock over the next three months and vests an unaffiliated third party with discretionary authority to determine the timing, price and other specific terms of each sale transaction. The Plan does not contemplate the sale of any shares of the Company’s Class B Common Stock. Undertaken to diversify the family trusts’ holdings of Company stock in an orderly manner, the Plan will expire on July 31, 2003, unless terminated earlier in accordance with the Plan’s terms. The shares covered by the Plan represent no more than approximately 2.3 percent of Mr. Wrigley, Jr.’s beneficial ownership of the Company’s Common Stock, 0.3 percent of his total voting power in the Company, and 0.5 percent of the Company’s total outstanding shares of Common Stock.

     Except as set forth in this Item 4, Mr. Wrigley, Jr. does not have any plans or proposals that relate to or would result in any of the matters identified in subparagraphs (a) through (j) of Item 4 of 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 38,440,550 shares of Common Stock, representing 20.9% of the issued and outstanding shares of Common Stock, and 24,705,570 shares of Class B Common Stock, representing 59.5% of the issued and outstanding shares of Class B Common Stock. Of these Shares, Mr. Wrigley, Jr. disclaims any beneficial interest in 30,961,630 shares of Common Stock and 17,845,239 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 63,146,120 shares of Common Stock, representing 30.3% 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 183,661,522 shares of Common Stock and 41,537,206 shares of Class B Common Stock outstanding as of January 15, 2003, as reported in the Company’s Form 10-K for the fiscal year ended December 31, 2002.

     (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:
   38,440,550 shares of Common Stock
 
   24,705,570 shares of Class B Common Stock
 
Shared voting power:
   0
 
Sole dispositive power:
   27,313,898 shares of Common Stock
 
   19,029,400 shares of Class B Common Stock
 
Shared dispositive power:
   509,664 shares of Common Stock
 
   254,832 shares of Class B Common Stock

     (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.

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, effective as of December 28, 2001, pursuant to which Mr. Wrigley, Jr. holds an irrevocable proxy to vote the 960,000 shares of Common Stock and 480,000 shares of Class B Common Stock owned by Santa Catalina Island Company (or certain permitted transferees). Mr. Wrigley, Jr. does not have investment or dispositive power over such Shares. The irrevocable proxy granted to Mr. Wrigley, Jr. is of indeterminate duration (depending on the occurrence of certain events). In addition, pursuant to the agreement, Mr. Wrigley, Jr. has the right to purchase at the then current market price any shares Santa Catalina Island Company (or certain permitted transferees) intends to sell.

     Pursuant to an agreement effective as of September 25, 2002, Mr. Wrigley, Jr. holds irrevocable proxies to vote an aggregate of 9,656,988 shares of Common Stock and 4,941,338 shares of Class B Common Stock owned by certain trusts. Mr. Wrigley, Jr. does not have the right to direct the sale, exchange or disposition of the Shares held by such trusts. The irrevocable proxies granted to Mr. Wrigley, Jr. terminate on September 25, 2005.

     As further described in Item 4 above, on May 1, 2003, Mr. Wrigley, Jr. established a Plan to sell a portion of the shares of Common Stock beneficially owned by him and held in various trusts for the benefit of Mr. Wrigley, Jr. and members of his family. The Plan, which is intended to qualify under Rule 10b5-1 promulgated under the Exchange Act, contemplates the sale by these family trusts of up to an aggregate of $43.6 million of the Company’s Common Stock over the next three months and vests an unaffiliated third party with discretionary authority to determine the timing, price and other specific terms of each sale transaction. The Plan will expire on July 31, 2003, unless terminated earlier in accordance with its terms.

Item 7. Exhibits.

     1.     Irrevocable Proxy, dated December 31, 2001, executed by Santa Catalina Island Company in favor of William Wrigley, Jr. (incorporated by reference to Amendment No. 3 to William Wrigley, Jr.’s Schedule 13D filed on January 7, 2002).

 

     2-9.   Irrevocable Proxies, dated September 25, 2002, executed by William J. Hagenah, Jr. as trustee of the trusts named therein in favor of William Wrigley, Jr. (incorporated by reference to Amendment No. 4 to William Wrigley, Jr.’s Schedule 13D filed on September 27, 2002).

     10.     Securities Sales Program adopted by William Wrigley, Jr. on May 1, 2003.

     11.     Trading Agreement, dated as of May 1, 2003, between William Wrigley, Jr. and Chicago Analytic Capital Management, LLC.

 

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: May 1, 2003

  /s/ William Wrigley, Jr.
——————————————————
William Wrigley, Jr.

EX-99.10 3 c76674a5exv99w10.htm SECURITIES SALES PROGRAM Securities Sales Program

 

Exhibit 10

SECURITIES SALES PROGRAM

     The undersigned hereby adopts the following Securities Sales Program (this “Sales Program”) as of the Effective Date (as defined below).

     WHEREAS, the undersigned desires to establish this Sales Program to sell shares of common stock, no par value per share (the “Stock”), of Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”), beneficially owned by Seller and held in various trusts for the benefit of Seller and members of his family in accordance with the Company’s Policy on Insiders Trading in Wrigley Company Stock (as amended from time to time, the “Company Policy”);

     WHEREAS, the undersigned is establishing this Sales Program for the purposes of (i) assuring that all sales of Stock made pursuant to this Sales Program will not be influenced by, or made on the basis of, material nonpublic information concerning the Company or the Stock that the undersigned may possess at the time such sales are made; (ii) availing himself of the affirmative defense available under Rule 10b5-1 (“Rule 10b5-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (iii) assuring that no sales of Stock made pursuant to this Sales Program will be deemed to violate the prohibitions on trading contained in the Company Policy; and

     WHEREAS, the undersigned intends to enter into a trading agreement with Chicago Analytic Capital Management, LLC (“CACM”) in the form attached hereto (the “Trading Agreement”), the Trading Agreement is incorporated herein and made a part of this Sales Program by reference, and this Sales Program shall not become effective unless and until the Trading Agreement shall have been entered into.

     NOW, THEREFORE, the undersigned hereby agrees as follows:

     1.     Term. The term of this Sales Program (a) shall commence on the date set forth on the signature page below or, if later, the date on which the Trading Agreement shall be executed and delivered by both parties thereto (the later of such dates being referred to herein as the “Effective Date”), and (b) shall terminate on July 31, 2003.

     2.     Commitment to Sell. On the terms and subject to the conditions set forth herein, the undersigned hereby commits to sell up to a total of $43,600,000 of Stock during the term of this Sales Program. All decisions relating to the timing, price and other terms of each specific sale transaction to effect that commitment shall be made by CACM in its sole discretion and without influence from the undersigned. CACM shall use the services of such broker or brokers as it may elect from time to time to effect each sale transaction and all such transactions shall be on the terms and subject to the conditions of the Trading Agreement attached hereto and incorporated herein by reference.

     3.     Representations and Warranties of Undersigned. The undersigned represents and warrants that as of the Effective Date he is not aware of material, nonpublic information with respect to the Company or any securities of the Company (including the Stock), is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent sales from being made in accordance with this Sales Program and is entering into this Sales Program in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 of the Exchange Act.

     4.     Compliance with Rule 10b5-1. The undersigned intends that this Sales Program comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and this Sales Program shall be interpreted in such manner as to comply with the requirements of Rule 10b5-1(c).

 

     5.     Other SEC Filings. The undersigned agrees to make all filings, if any, required by Rule 144 of the Securities Act of 1933, as amended, and under Sections 13(d) and 16 of the Exchange Act from time to time in respect of each sale of Stock under this Sales Program.

     6.     Acknowledgment. The undersigned understands and acknowledges that if he modifies or terminates this Sales Program, deviates from this Sales Program in selling Stock or enters into or alters a corresponding hedging transaction or position with respect to the Stock, then the undersigned would not be eligible for the protection of the affirmative defense available under Rule 10b5-1(c) with respect to any related sales, unless such actions were taken in good faith at a time when the undersigned is not aware of material, nonpublic information concerning the Company or the Stock and such sales were otherwise in accordance with all applicable requirements of Rule 10b5-1.

     7.     Company Reliance. The undersigned agrees that the Company may rely on the commitment, representations, warranties, agreements and acknowledgments made herein for purposes of determining whether this Sales Program meets the requirements of the Company Policy. The undersigned shall promptly notify the Company in the event of any modification or termination of this Sales Program.

     8.     Entire Agreement. This Sales Program, including the Trading Agreement, sets forth the entire agreement and understanding of the undersigned with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

     9.     Governing Law. This Sales Program shall be governed by and construed in accordance with the laws of the State of Illinois.

     IN WITNESS WHEREOF, the undersigned has adopted this Sales Program on May 1 , 2003.

  /s/ William Wrigley, Jr.
————————————————————
William Wrigley, Jr.

WM. WRIGLEY JR. COMPANY hereby
acknowledges receipt of the foregoing
Securities Sales Program on this 1st day
of May 2003, and, in reliance on the
provisions thereof, confirms that it does
not violate the prohibitions on trading
contained in the Company Policy
referred to therein.

WM. WRIGLEY JR. COMPANY

By: /s/ Howard Malovany
—————————————————————————————
Howard Malovany,
Vice President, Secretary and General Counsel

2 EX-99.11 4 c76674a5exv99w11.htm TRADING AGREEMENT, DATED AS OF MAY 1, 2003 Trading Agreement

 

Exhibit 11

TRADING AGREEMENT

     This TRADING AGREEMENT (“Agreement”) is entered into as of May 1, 2003 between William Wrigley, Jr. (“Seller”) and Chicago Analytic Capital Management, LLC (“Advisor”).

     WHEREAS, Seller has established a Securities Sales Program (the “Sales Program”) designed (i) to assure that all sales made pursuant to the Sales Program and this Agreement will not be influenced by, or made on the basis of, material, nonpublic information concerning Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”), or the shares of common stock, no par value per share (the “Stock”), of the Company that Seller may possess at the time such sales are made; (ii) to avail himself of the affirmative defense available under Rule 10b5-1 (“Rule 10b5-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (iii) to assure that no sales made pursuant to the Sales Program and this Agreement will be deemed to violate the prohibitions on trading contained in the Company’s Policy on Insiders Trading in Wrigley Company Stock (as amended from time to time, the “Company Policy”);

     WHEREAS, the General Counsel of the Company has received a copy of the Sales Program and, in reliance on the provisions thereof, has confirmed that the Sales Program does not violate the prohibitions on trading contained in the Company Policy; and

     WHEREAS, Seller desires to enter into this Agreement to vest Advisor with discretionary authority to determine the timing, price and other terms of each specific sale to be made pursuant to the Sales Program, on the terms and subject to the conditions of this Agreement.

     NOW THEREFORE, Seller and Advisor hereby agree as follows:

     1.     Term. This Agreement shall become effective on May 1, 2003 and shall terminate on the first to occur of:

       (a) July 31, 2003;
 
       (b) The sale, on the terms and subject to the conditions of this Agreement, of Stock comprising the Total Maximum Dollar Amount (as defined in Section 2 below);
 
       (c) The death of Seller;
 
       (d) The termination of this Agreement by Seller upon three days’ prior written notice to Advisor;
 
       (e) At the option of either Seller or Advisor, the occurrence of any sale which is caused to be made pursuant to this Agreement that violates (or in the opinion of counsel to Seller or Advisor is likely to violate) Rule 144 or Rule 145 of the Securities Act of 1933, as amended (the “Securities Act”), Section 16 of the Exchange Act, any other provision of the Federal securities laws or regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”) thereunder, or any other applicable Federal or State law or regulation; and
 
       (f) The material failure of Seller or Advisor, as the case may be, to comply with his or its obligations under this Agreement.

     2.     Sales. Seller hereby engages Advisor as Seller’s agent to use its reasonable best efforts to cause to be sold during the term of this Agreement up to $43,600,000 of Stock (the “Total Maximum

 

Dollar Amount”) beneficially owned by Seller and held in various trusts for the benefit of Seller and members of his family, as provided in and subject to the conditions of this Agreement and the Sales Program. Advisor shall determine the timing, price and other terms of each specific sale transaction in its sole discretion and without influence from Seller, subject to the following conditions:

       (a) Advisor shall use the services of such broker or brokers as it may elect from time to time to effect each specific sale transaction to be made pursuant to this Agreement.
 
       (b) Advisor shall use its reasonable professional judgment in causing transactions to be executed, with a goal of obtaining the highest aggregate sales proceeds; provided, that Advisor shall take into account daily trading volumes and average weekly trading volumes of the Stock, historical trading prices of the Stock and any other factors which Advisor, in its reasonable professional judgment, deems of importance.
 
       (c) Subject in each case to Section 2(d) and 2(e) below,

       (1) Advisor shall cause to be sold shares of Stock held in certain trusts for the benefit of Seller in the following manner: first, Advisor shall cause to be sold all of the 401,462 shares of Stock held in trust designated as “Trust #101 under Agreement dated May 22, 1990” (“Trust #101”); second, Advisor shall cause to be sold all of the 55,320 shares of Stock held in trust designated as “William Wrigley, Jr. Residuary Trust dated May 2, 2000” (the “WWJr. Residuary Trust”); and third, Advisor shall cause to be sold such number of shares of Stock held in trust designated as “William Wrigley, Jr. Fund under the Will of Philip K. Wrigley” as will yield sales proceeds which, when added to the proceeds of the sales of Stock from Trust #101 and the WWJr. Residuary Trust, equal $29,200,000 (“Seller’s Maximum Dollar Amount”).
 
       (2) Advisor shall cause to be sold shares of Stock held in certain trusts for the benefit of Seller’s cousin, Helen A. Rosburg (“HAR”), in the following manner: first, Advisor shall cause to be sold all of the 135,216 shares of Stock held in trust designated as “Helen A. Rosburg Fund under the Will of Philip K. Wrigley” (the “HAR Fund”); and second, Advisor shall cause to be sold such number of shares of Stock held in trust designated as “Helen A. Rosburg Fund under the Will of Helen A. Wrigley” as will yield sales proceeds which, when added to the proceeds of the sales of Stock from the HAR Fund, equal $7,200,000 (“HAR’s Maximum Dollar Amount”).
 
       (3) Advisor shall cause to be sold shares of Stock held in certain trusts for the benefit of Seller’s cousin, Misdee Wrigley (“MW”), in the following manner: first, Advisor shall cause to be sold all of the 135,216 shares of Stock held in trust designated as “Misdee Wrigley Fund under the Will of Philip K. Wrigley” (the “MW Fund”); and second, Advisor shall cause to be sold such number of shares of Stock held in trust designated as “Misdee Wrigley Fund under the Will of Helen A. Wrigley” as will yield sales proceeds which, when added to the proceeds of the sales of Stock from the MW Fund, equal $7,200,000 (“MW’s Maximum Dollar Amount”).

       (d) Each specific sale transaction to be made pursuant to this Agreement at a specific sale price shall be effected in a proportionate manner among the foregoing trust beneficiaries’ interests such that Advisor shall cause to be sold (i) from trusts for the benefit of Seller, Seller’s Pro Rata Interest (as defined below) multiplied by the number of shares of Stock comprising a specific sale transaction, (ii) from trusts for the benefit of HAR, HAR’s Pro Rata Interest multiplied by the number of shares of Stock comprising a specific sale transaction, and (iii) from trusts for the benefit of MW, MW’s Pro Rata Interest multiplied by the number of shares of Stock comprising a specific sale transaction; provided, that if the apportionment herein described results in fractional shares, then the number of shares to be sold by HAR and MW

2

 

  shall be rounded up to the nearest whole share and the remainder shall be sold by Seller. The order of priority of sales from a trust beneficiary’s multiple trust accounts shall be as set forth in Section 2(c) above.
 
       For purposes hereof, each trust beneficiary’s “Pro Rata Interest” is equal to the quotient (expressed as a percentage and rounded to the nearest tenth of a percentage point) obtained by dividing such beneficiary’s Maximum Dollar Amount by the Total Maximum Dollar Amount. For example, Seller’s Pro Rata Interest is equal to 67.0%, and represents the percentage (rounded to the nearest tenth of a percentage point) obtained by dividing Seller’s Maximum Dollar Amount of $29,200,000 by the Total Maximum Dollar Amount of $43,600,000. In the same manner, HAR’s Pro Rata Interest equals 16.5% and MW’s Pro Rata Interest equals 16.5%. Thus, for purposes of illustration, if Advisor causes to be sold in a specific sale transaction 25,300 shares of Stock, such sale will be comprised of 16,950 shares of Stock from Seller’s trust accounts and 4,175 shares of Stock from each of HAR’s and MW’s trust accounts, in each case in the order of priority of sales from a beneficiary’s multiple trust accounts as set forth in Section 2(c) above.
 
       (e) In no event shall Advisor cause a sale of Stock hereunder that would result in (i) the aggregate dollar amount of Stock sold under this Agreement to exceed the Total Maximum Dollar Amount or (ii) the aggregate dollar amount of Stock sold under this Agreement on behalf of a trust beneficiary to exceed such beneficiary’s Maximum Dollar Amount.
 
       (f) No sale shall be made during any period as to which the Company shall have notified Advisor in writing that sales of Stock by Seller are prohibited by or would cause the Company to be in violation of any underwriting or similar or related agreement binding the Company in connection with a registered public offering of Stock (whether such period is before or after the effective date of the registration statement relating to such offering); and
 
       (g) No sale shall be made during any period as to which the Company shall have notified Advisor in writing that (i) sales by Seller are prohibited by or would cause the Company to be in violation of any agreement binding the Company in connection with an acquisition, merger, consolidation, reorganization or other major corporate transaction, (ii) sales by Seller are prohibited or materially restricted pursuant to any other contract binding the Company or (iii) sales by Seller would violate or cause the Company to be in violation of any applicable law or regulation in any material respect.

     3.     Corporate Events Affecting the Stock.

       (a) In the event that the Company or any other party publicly announces a tender or exchange offer with respect to the Stock, Advisor will suspend all sales of Stock under this Agreement, it being understood that Advisor will be solely responsible for deciding whether to tender or exchange for the Stock; provided, that upon completion of the tender or exchange offer, any shares of Stock that have not been tendered or exchanged or have not been accepted for tender or exchange will continue to be sold under this Agreement and provided, further, that any shares of Stock that have been accepted for tender or exchange shall reduce the Total Maximum Dollar Amount by an amount equal to the number of shares accepted for tender or exchange multiplied by the tender price or the fair market value on the exchange date of a share of stock to be received in the exchange offer.
 
       (b) If the Stock is converted in whole or in part into shares of publicly-traded securities of another company (“Newco”) as a result of a merger or acquisition or for any other reason, Advisor will sell such Newco shares and any remaining Stock in proportionate amounts over the remaining period during which Advisor would have sold the Stock under this Agreement (subject to compliance with Rule 145 of the Securities Act, if applicable).

3

 

     4.     Representations and Warranties of Seller. Seller makes the following representations and warranties to Advisor, each of which will survive the termination of this Agreement:

       (a) As of the date of Seller’s execution of this Agreement, Seller is not aware of material, nonpublic information with respect to the Company or any securities of the Company (including the Stock) and is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent Advisor from causing sales to be made in accordance with this Agreement. Seller is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 of the Exchange Act.
 
       (b) Seller shall immediately notify Advisor if he becomes subject to a legal, regulatory or contractual restriction or undertaking that would prevent Advisor from causing sales to be made pursuant to this Agreement, and, in such a case, Seller and Advisor shall cooperate to amend or otherwise revise this Agreement to take account of such legal, regulatory or contractual restriction or undertaking (provided that neither party shall be obligated to take any action that would be inconsistent with the requirements of Rule 10b5-1(c)).
 
       (c) Seller acknowledges and agrees that he does not have authority, influence or control over any sales of Stock which Advisor causes to be made pursuant to this Agreement, and will not attempt to exercise any authority, influence or control over such sales.
 
       (d) The General Counsel of the Company has received a copy of the Sales Program and, in reliance on the provisions thereof, has confirmed that the Sales Program (together with the form of this Agreement, which is incorporated therein by reference) does not violate the prohibitions on trading contained in the Company Policy and Seller agrees to notify Advisor promptly in the event that the General Counsel shall have determined otherwise. All sales of Stock which Advisor causes to be made pursuant to this Agreement will be consistent with the Company Policy, which is the only policy of the Company relating to transactions in the Stock by Seller.
 
       (e) At the time of Seller’s execution of this Agreement, Seller has not entered into or altered a corresponding or hedging transaction with respect to the Stock. Seller agrees not to enter into any such transaction while this Agreement remains in effect.
 
       (f) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. The Stock is not subject to any liens, security interests or other impediments to transfer (except for limitations imposed by Rules 144 or 145 of the Securities Act), nor is there any litigation, arbitration or other proceeding pending, or to Seller’s knowledge threatened, that would prevent or interfere with the sale of Stock under this Agreement.

     5.     Representations and Warranties of Advisor. Advisor makes the following representations and warranties, each of which will continue while this Agreement is in effect and will survive the termination of this Agreement:

       (a) As of the date of Advisor’s execution of this Agreement, Advisor is not aware of material, nonpublic information with respect to the Company or any securities of the Company (including the Stock).
 
       (b) Advisor will not cause sales to be made at any time when Advisor or any of Advisor’s representatives who are causing sales to be made under this Agreement (each, an “Advisor Representative”) is aware of material, nonpublic information with respect to the Company or any securities of the Company (including the Stock).

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       (c) Each of Advisor and Advisor’s Representatives shall cause all sales to be made in accordance with the terms of this Agreement and absent any influence from Seller.
 
       (d) Neither Advisor nor any Advisor Representative will seek advice from Seller with respect to the manner in which he, she or it causes sales to be made under this Agreement.

     6.     Compliance with Rule 10b5-1. It is the intent of the parties that this Agreement comply in all respects with the requirements of Rule 10b5-1(c)(1)(i)(B) and any published interpretations of Rule 10b5-1(c) by the SEC and this Agreement shall be interpreted in such manner as to comply with the requirements of Rule 10b5-1(c) and any published interpretations of 10b5-1(c) by the SEC.

     7.     Compliance with Applicable Laws and Regulations.

       (a) Advisor agrees, and Seller acknowledges and agrees that Advisor has agreed, to conduct all sales of Stock covered by this Agreement in accordance with the requirements of Rule 144 and, if applicable, Rule 145 under the Securities Act. Advisor agrees that in no event shall it cause any sale to be made if such sale would exceed the then applicable volume limitation under Rule 144, taking into account all transactions by Seller and persons or entities with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) of Rule 144.
 
       (b) Seller agrees to provide Advisor on a timely basis with all information necessary for Advisor to sell the Stock on Seller’s behalf in compliance with Rules 144 and 145, which information includes, but is not limited to, whether Seller’s sales of Stock under this Agreement are required by Rule 144 or 145 to be aggregated with sales of Stock by any other person or entity. Seller agrees not to take, and agrees to cause any person or entity with which he would be required to aggregate sales of Stock (pursuant to paragraph (a)(2) of Rule 144 or paragraph (e) of Rule 145) not to take, any action that would cause the sales not to comply with Rule 144 or 145.
 
       (c) Except for Advisor’s duty to comply with the volume limitations under Rule 144 pursuant to Section 7(a) above and except for compliance with the manner of sale requirement of Rule 144(f) (which shall be Advisor’s responsibility), Seller acknowledges and agrees that Advisor has no duty to determine whether Seller has violated Rules 144 or 145, or Section 13(d), 13(g) or 16 under the Exchange Act or the rules adopted by the SEC thereunder.
 
       (d) Advisor will be responsible for making all required Form 144 filings on behalf of Seller (unless Seller and Advisor otherwise agree in writing).
 
       (e) Seller agrees not to purchase any Stock, increase any call-equivalent position, or decrease any put-equivalent position, that would cause any sale made under this Agreement to violate Section 16 of the Exchange Act or the rules thereunder adopted by the SEC.

     8.     Other SEC Filings. Seller shall be responsible for making all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act. Advisor shall arrange for Seller to receive in a timely manner copies of confirmations or other notices of all sales made pursuant to this Agreement in order to enable Seller to make such filings.

     9.     Market Disruptions and Trading Restrictions. Seller understands that Advisor may not be able to effect a sale of shares of Stock, in whole or in part, due to a market disruption or a legal, regulatory or contractual restriction applicable to Advisor or an Advisor Representative or any other event or circumstance. Seller also understands that Advisor may be unable to effect a sale consistent with ordinary principles of best execution due to insufficient volume of trading or other market factors in effect on the date of a sale of shares of Stock.

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     10.     Indemnification and Limitation on Liability; No Tax, Accounting or Legal Advice.

       (a) Seller agrees to indemnify and hold harmless Advisor (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees and costs) arising out of or attributable to: (i) any material breach by Seller of this Agreement (including Seller’s representations and warranties) and (ii) any violation by Seller of applicable laws or regulations. This indemnification will survive the termination of this Agreement.
 
       (b) Notwithstanding any other provision herein, Advisor will not be liable to Seller for: (i) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits and lost savings, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.
 
       (c) Seller acknowledges and agrees that Advisor has not provided Seller with any tax, accounting or legal advice with respect to this Agreement.

     11.     Exclusivity. Seller agrees that until this Agreement has been terminated pursuant to Section 1 above, he will not (i) enter into a binding contract with respect to the sale of Stock or Newco shares pursuant to Rule 144 or, if applicable, Rule 145 with another investment advisor, broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to sell Stock or Newco shares pursuant to Rule 144 or, if applicable, Rule 145, or (iii) adopt a written trading plan (other than this Agreement) that would require or permit the sale of Stock or Newco shares pursuant to Rule 144 or, if applicable, Rule 145 during the term of this Agreement; provided, that nothing in this Agreement shall prevent Seller from entering into any such agreement with respect to the purchase of Stock or Newco shares or with respect to the sale of Stock or Newco shares in any transaction that would be excluded (pursuant to Rule 144(e)(3)(vii) or otherwise) in determining the amount of securities sold in reliance on Rule 144.

     12.     Acknowledgment. Seller and Advisor each understand and acknowledge that if this Agreement is modified or terminated or if Advisor deviates from this Agreement in selling Stock or if Seller enters into or alters a corresponding hedging transaction or position with respect to the Stock, then Seller may not be eligible for the protection of the affirmative defense available under Rule 10b5-1(c) with respect to any related sales, unless such actions were taken in good faith prior to Seller becoming aware of material, nonpublic information concerning the Company or the Stock and such sales were otherwise in accordance with all applicable requirements of Rule 10b5-1.

     13.     Modification of this Agreement. This Agreement may be modified by either party only upon the prior written consent of the other party. Any modification by Seller will be made in good faith and not as part of a scheme to evade the prohibitions of Rule 10b-5. In particular, Seller agrees that he will not propose to modify this Agreement at any time that he is aware of any material, nonpublic information about the Company and/or the Stock.

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     14.     Notices to Advisor. All notices to Advisor under this Agreement shall be given to Advisor’s Managing Director by telephone at 312-334-1510, by facsimile at 312-334-1501 or by certified mail to the address below:

  Chicago Analytic Capital Management, LLC
Attn: Sharath M. Sury, Managing Director
One North Wacker Drive
Suite 4700
Chicago, Illinois 60606

     15.     Counterparts. This Agreement may be executed in one or more counterparts (whether delivered by facsimile or otherwise), all of which shall constitute one and the same instrument.

     16.     Company Reliance. Seller and Advisor each agree that the Company may rely on the commitment, representations, warranties, agreements and acknowledgments made herein for purposes of determining whether the Sales Program and this Agreement meet the requirements of the Company Policy. Seller shall promptly notify the Company in the event of any modification or termination of this Agreement.

     17.     Governing Law. This Sales Program shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to any conflict of law rules, provisions or principles of the State of Illinois.

* * * * *

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     IN WITNESS WHEREOF, the undersigned have entered into this Agreement on the date first written above.

  /s/ William Wrigley, Jr.
———————————————
William Wrigley, Jr.

  CHICAGO ANALYTIC CAPITAL
MANAGEMENT, LLC

  /s/ Sharath M. Sury
——————————————————
By: Sharath M. Sury,
      Managing Director

WM. WRIGLEY JR. COMPANY, hereby
acknowledges receipt of the
foregoing Trading Agreement, which
constitutes a part of William
Wrigley, Jr.’s Securities Sales
Program, on this 1st day of May
2003

By: /s/ Howard Malovany
      ———————————————————
      Howard Malovany,
      Vice President, Secretary and
      General Counsel

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