sc13dza

0000950137-08-009817.txt : 20080729 0000950137-08-009817.hdr.sgml : 20080729 20080729171417 ACCESSION NUMBER: 0000950137-08-009817 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080729 DATE AS OF CHANGE: 20080729 GROUP MEMBERS: WILLIAM PRIVATE TRUST COMPANY GROUP MEMBERS: WILLIAM WRIGLEY JR. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WRIGLEY WILLIAM JR CENTRAL INDEX KEY: 0001163224 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 3126442121 MAIL ADDRESS: STREET 1: 410 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 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: 005-13094 FILM NUMBER: 08976643 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 SC 13D/A 1 c33694sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

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 LLP
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 25, 2008

(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 ¨.

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).

(continued on following pages)

Page 1 of 6 Pages

CUSIP No.

982526105

13D

Page

Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Wrigley, Jr.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

N/A

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

Has sole voting power over 1,815,426 shares of Common Stock and 868,522 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.

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

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.

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

Has sole dispositive power over 855,426 shares of Common Stock and 28,522 shares of Class B Common Stock.

WITH

SHARED DISPOSITIVE POWER

Has shared dispositive power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

34,294,162 shares of which 25,454,175 shares are Class B Common Stock convertible into Common Stock.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Pursuant to Rule 13d-3(d)(1)(i)(B), deemed to own 14.2% of the issued and outstanding Common Stock, which includes 45.7% of Class B Common Stock convertible into Common Stock.

TYPE OF REPORTING PERSON*

CUSIP No.

982526105

13D

Page

Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wrigley Private Trust Company

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS

N/A

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

South Dakota

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

Has shared dispositive power over 7,024,561 shares of Common Stock and 24,585,653 shares of Class B Common Stock.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

31,610,214 shares of which 24,585,653 shares are Class B Common Stock convertible into Common Stock.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Pursuant to Rule 13d-3(d)(1)(i)(B), deemed to own 13.1% of the issued and outstanding Common Stock, which includes 44.1% of Class B Common Stock convertible into Common Stock.

TYPE OF REPORTING PERSON*

CUSIP No.

982526105

13D

Page

Pages

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. 1-11, 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 8,839,987 shares of Common Stock, representing 4.1% of the issued and outstanding shares of Common Stock, and 25,454,175 shares of Class B Common Stock, representing 45.7% of the issued and outstanding shares of Class B Common Stock. Of these Shares, Mr. Wrigley, Jr. disclaims any beneficial interest in 7,211,816 shares of Common Stock and 9,813,407 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 34,294,162 shares of Common Stock, representing 14.2% 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 34,294,162 shares of Common Stock deemed beneficially owned by Mr. Wrigley, Jr. would represent 12.6% of the deemed issued and outstanding shares of Common Stock. The ownership percentages set forth herein are based upon 216,003,050 shares of Common Stock and 55,756,426 shares of Class B Common Stock outstanding as of April 30, 2008, as reported in the Company’s Form 10-Q for the fiscal quarter ended March 31, 2008.

WPTC is the beneficial owner of 7,024,561 shares of Common Stock, representing 3.3% of the issued and outstanding shares of Common Stock, and 24,585,653 shares of Class B Common Stock, representing 44.1% 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 13.1% 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:


		Sole voting power:		1,815,426 shares of Common Stock 868,522 shares of Class B Common Stock

		Shared voting power:		7,024,561 shares of Common Stock 24,585,653 shares of Class B Common Stock

		Sole dispositive power:		855,426 shares of Common Stock 28,522 shares of Class B Common Stock

		Shared dispositive power:		7,024,561 shares of Common Stock 24,585,653 shares of Class B Common Stock

CUSIP No.

982526105

13D

Page

Pages

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:


		Sole voting power:		0 shares of Common Stock 0 shares of Class B Common Stock

		Shared voting power:		7,024,561 shares of Common Stock 24,585,653 shares of Class B Common Stock

		Sole dispositive power:		0 shares of Common Stock 0 shares of Class B Common Stock

		Shared dispositive power:		7,024,561 shares of Common Stock 24,585,653 shares of Class B Common Stock

(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. Santa Catalina Island Company, a Delaware corporation (“SCI Co.”), has an economic interest in and the right to receive dividends from, or the proceeds from the sale of, certain Shares owned by SCI Co. over which Mr. Wrigley, Jr. holds an irrevocable proxy to vote such Shares (but over which Mr. Wrigley, Jr. has no investment or dispositive power), subject to SCI Co. selling such shares pursuant to its notice provided to Mr. Wrigley, Jr. on July 23, 2008, as described in Item 6 below.

(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 SCI Co., 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 840,000 shares of Class B Common Stock owned by SCI Co. (or certain permitted transferees) (the “SCI Shares”). Mr. Wrigley, Jr. does not have investment or dispositive power over the SCI 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 SCI Shares SCI Co. (or certain permitted transferees) intends to sell. On July 23, 2008, Mr. Wrigley, Jr. received written notice from SCI Co. that it intends to sell all of the SCI Shares and, effective July 25, 2008, Mr. Wrigley, Jr. did not exercise his right to purchase such SCI Shares. If any of the SCI Shares are sold on or prior to August 22, 2008, such irrevocable proxy will terminate with respect to such SCI Shares and Mr. Wrigley, Jr. will no longer have the right to vote such SCI Shares. If SCI Co. does not sell all or any portion of the SCI Shares on or prior to August 22, 2008, such unsold SCI Shares will continue to be subject to Mr. Wrigley, Jr.’s right of purchase and irrevocable proxy.

Item 7. Material to be Filed as Exhibits.

Exhibit Agreement

Proxy and Right of First Offer Agreement dated as of December 14, 2001 between Santa Catalina Island Company and William Wrigley, Jr. (filed herewith).

CUSIP No.

982526105

13D

Page

Pages

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: July 29, 2008


		/s/ William Wrigley, Jr.

		William Wrigley, Jr.

		WRIGLEY PRIVATE TRUST COMPANY

		By: Name: Title:		/s/ Lucy Surchik Lucy Surchik Vice President

EX-99.1 2 c33694exv99w1.htm PROXY AND RIGHT OF FIRST OFFER AGREEMENT exv99w1

Exhibit 1

PROXY AND RIGHT OF FIRST OFFER AGREEMENT

THIS PROXY AND RIGHT OF FIRST OFFER AGREEMENT (the “Agreement”) is made and entered into as of the 14th day of December, 2001 and is effective as of the Effective Date (as defined below), between Santa Catalina Island Company, a Delaware corporation (hereinafter referred to as “SCI”), and William Wrigley, Jr. (hereinafter referred to as “WWJ”).

WHEREAS, SCI is the legal and beneficial owner of 960,000 shares of Common Stock (“Common Stock”) and 480,000 shares of Class B Common Stock (“Class B Stock”) of Wm. Wrigley, Jr. Company (“Wrigley Co.”);

WHEREAS, SCI deems it advisable to grant WWJ (i) a proxy to vote the Common Stock and Class B Stock owned by SCI and (ii) a right of first refusal with respect to any proposed sale of any shares of Common Stock and Class B Stock owned by SCI;

WHEREAS, for purposes hereof, the “Effective Date” shall mean the date on which SCI receives written notice from William Wrigley, Jr. and Alison Wrigley Rusack that both (i) the sale by the William Wrigley, Jr. Fund under Will of Helen A. Wrigley to Alison Wrigley Rusack of 100 shares of participating preferred stock of SCI and 1,129.86 shares of Class B common stock of SCI and (ii) the sale by the William Wrigley, Jr. Fund under Will of Philip K. Wrigley to Alison Wrigley Rusack of 38.5 shares of Class B common stock of SCI, have been consummated.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows:

1. WWJ Irrevocable Proxy. SCI hereby irrevocably constitutes and appoints WWJ, as true and lawful attorney and proxy (the “WWJ Proxy”) of SCI with full power of substitution, to vote (at any annual or special meeting or by written consent), in the aggregate, 960,000 shares of Common Stock and 480,000 shares of Class B Common of Wrigley Co., together with any and all shares of Wrigley Co. issued in replacement or in respect of such shares by dividend, distribution, stock split, reorganization, recapitalization or otherwise (the “Stock”).

2. Permitted Transfer of Stock. SCI may transfer Stock to its shareholders as a dividend or other distribution; provided, however, that any Stock so transferred by SCI to its shareholders shall continue to be subject to the provisions of the WWJ Proxy contained herein and, as a condition of any such transfer, if requested by WWJ, the shareholders shall execute and deliver to WWJ a Proxy and Right of First Offer Agreement substantially identical to the terms hereof providing WWJ with the same rights granted hereunder. SCI and any shareholder of SCI to whom Stock has been transferred in accordance with the terms of this Section 2 is herein called a “Holder.”

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3. Right of First Offer.

(a) In the event a Holder desires to sell any Common Stock or Class B Stock which is subject to the WWJ Proxy (collectively, the “Offered Shares”), the Holder shall so notify WWJ in writing (the “Offer Notice”) and shall designate the number of shares of Common Stock and/or Class B Stock so offered, stated separately (the “Right of First Offer”). WWJ, upon receipt of an Offer Notice, shall have the following options:

(i) WWJ may elect to purchase all or a portion of the Offered Shares at a per share price equal to the Closing Price of the Common Stock as of the date on which the Offer Notice was delivered, which election shall be evidenced by WWJ’s written notice (the “Purchase Notice”) delivered to the Holder on or before 5:00 p.m. CST on the second business day following the date of delivery of the Offer Notice. If WWJ timely elects to purchase the Offered Shares, such purchase shall be consummated within five (5) business days following delivery of the Purchase Notice and the purchase price for the Offered Shares purchased shall be paid in cash.

(ii) To the extent any of the Offered Shares consist of shares of Class B Stock (“Offered Class B Stock”), WWJ may elect, by delivery of written notice (the “Exchange Notice”) to SCI on or before 5:00 p.m. CST on the second business day following the date of delivery of the Offer Notice, to require that the Holder instead sell a number of shares of Common Stock equal to the number of Offered Shares that consist of Class B Stock to the extent the Holder owns shares of Common Stock.

(iii) For purposes hereof, “Closing Price” means, on any date, the last sale price, regular way, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange.

(b) In the event WWJ does not exercise the purchase option under Section 3(a)(i) above, the Holder may sell the Offered Shares (or an equivalent number of shares of Common Stock to the extent WWJ makes an election under Section 3(a)(ii) to require a sale of Common Stock in lieu of Class B Stock). If any Offered Shares are not sold within thirty (30) days from the original Offer Notice pursuant to the Offer Notice (such period being referred to herein as the “Pending Sale Period”), the Holder may not sell the Offered Shares without again complying with the provisions of this Section 3 and any further sale shall require the submission of a new Offer Notice.

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(c) At the time of purchase pursuant to Section 3(a)(i), WWJ shall deliver a certificate in form reasonably satisfactory to the Holder to the effect that the sale or exchange is exempt from registration under the Securities Act of 1933, as amended, or any similar regulation then in effect and is exempt from qualification, registration or filing under applicable state securities laws.

4. Termination.

(a) Irrevocability, Events of Termination. The WWJ Proxy is IRREVOCABLE and coupled with an interest. The WWJ Proxy shall commence on the Effective Date and shall continue in effect until the earliest of: (i) the date of the death or Permanent Disability of WWJ, (ii) the determination of WWJ to terminate the WWJ Proxy in WWJ’s sole and absolute discretion, (iii) the date upon which no Stock of Wrigley Co. is owned by SCI, (iv) exchange of all Wrigley Co. stock for stock of an acquiring entity, (v) the date that WWJ has disposed of all Wrigley Co. stock which he owns or votes or (vi) upon the occurrence of a Change in Control as defined in Section 7. For purposes hereof, “Permanent Disability” shall mean an adjudication of disability by a court of competent jurisdiction for so long as such adjudication shall remain in effect.

(b) Notwithstanding anything herein to the contrary, the WWJ Proxy shall not apply to any shares of Stock held by any subsequent transferee upon the sale or other disposal by or at the direction of a Holder as permitted under Section 3 hereof.

5. Dividends. Nothing contained herein shall change the right of the Holders to receive dividends and other distributions from Wrigley Co. with respect to Stock owned by such Holder.

6. Information. WWJ shall deliver to the Holders all notices, reports, statements and other communications received by WWJ from Wrigley Co. with respect to the Stock.

7. Reorganization of Wrigley Co. If, as a result of (i) any split-up, combination or reclassification of the Stock of Wrigley Co. which does not result in a Change of Control, (ii) any merger, consolidation or reorganization which does not result in a Change of Control, or (iii) any other transaction which does not result in a Change of Control, to which Wrigley Co. shall be a party, the Stock to which the WWJ Proxy is applicable shall be reclassified, converted into or become exchangeable for any other securities, either of Wrigley Co. or any other entity, the WWJ Proxy shall thereafter apply to such other securities received upon such exchange or surrender for the purposes and upon the conditions provided herein.

For purposes hereof, a “Change of Control” shall mean any split-up, combination or reclassification of the capital stock of Wrigley Co. or any merger, consolidation or reorganization of Wrigley Co. in one transaction or a series of related transactions, unless

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immediately after any such transaction, the holders of Wrigley Co.’s outstanding capital stock immediately prior to such transaction continue to hold after such transaction at least 51% of the outstanding capital stock of Wrigley Co.

8. Voting Rights of WWJ. WWJ shall have the right, subject to the provisions of this Agreement, to exercise, in person or by his nominees or proxies, all voting and consent rights and powers in respect of the Stock owned by SCI, including the right to take part in or consent to any corporate or stockholders’ action of any kind whatsoever. This Agreement does not grant WWJ any rights to sell, transfer, assign, give, pledge, hypothecate, or otherwise dispose of or encumber, the Stock or exercise any other rights of a Holder other than the right to vote the Stock. The right to vote shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever which may be presented at any meeting or require the consent of stockholders of Wrigley Co. including, but not limited to, mortgaging, creating a security interest in, or pledging all or any part of the property of Wrigley Co., for cash, securities or other property.

WWJ shall not be personally responsible with respect to any vote or failure to vote, provided such act or omission does not constitute willful misconduct, and provided also that WWJ at all times exercises good faith in discharging his duties.

9. Compensation and Reimbursement of WWJ. WWJ shall not be entitled to any compensation or expense reimbursement in connection with the WWJ Proxy hereunder.

10. Other Interests in Wrigley Co. Nothing herein shall disqualify WWJ or WWJ’s employees or agents, or incapacitate him or them from serving Wrigley Co. or any of its subsidiaries or affiliates as an officer or director, or in any other capacity, and receiving compensation in any such capacity. WWJ, his employees and agents and any corporation or other entity of which any of the foregoing individuals may be a member, agent, employee, trustee, stockholder, director or officer may contract with or be or become pecuniarily interested, directly or indirectly, in any matter or transaction to which Wrigley Co., any subsidiary or affiliate may be a party or in which it may be concerned, as fully and freely as though WWJ were not acting hereunder.

11. Further Assurances. Concurrently with the Effective Date, SCI shall execute and deliver to WWJ the Proxy attached hereto as Exhibit A, which Proxy shall be delivered by WWJ to Wrigley Co. and/or its stock transfer agent. Notwithstanding anything to the contrary, in the event of any inconsistency between this Agreement and the Proxy attached as Exhibit A, the terms of this Agreement shall govern. SCI also agrees at any time and from time to time to execute and deliver such instruments as shall be reasonably requested by WWJ and/or Wrigley Co. in order to effectuate the terms of the WWJ Proxy hereunder. Upon termination of the WWJ Proxy as to any shares of Stock, WWJ shall execute such written evidence of termination as SCI shall reasonably request, which evidence shall be delivered to Wrigley Co. and/or its transfer agent.

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12. Miscellaneous. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. Unless otherwise provided herein, all notices, requests, demands, consents, instructions or other communications required or contemplated by this Agreement to be given to WWJ under this Agreement shall be in writing and shall be sufficiently given if sent by United States mail, postage prepaid, by certified or registered mail or by facsimile, to the registered address of WWJ, or to such other address as such party may from time to time designate by written notice given in accordance with the terms hereof, and shall be deemed delivered on the date received by WWJ. Unless otherwise provided herein, any notices, requests, demands, consents, instructions or other communications required or contemplated by this Agreement to be given to any Holder shall be in writing and shall be sufficiently given if delivered by Federal Express, UPS or other commercial delivery service, to such party at said Holder’s address as set forth in the registration and transfer books maintained by WWJ, with a copy to John M. Anglin, Walker, Wright, Tyler & Ward, 626 Wilshire Boulevard, Suite 900, Los Angeles, California 90017, and shall be deemed delivered on the date received by such Holder.

13. Invalidity. In the event that any portion or portions of this Agreement shall be held, ruled or deemed to be void or unenforceable, all parties consent and agree that such portion or provision shall be thereby deemed stricken from this Agreement or amended to the extent necessary so as to be valid and enforceable, and that the remainder of this Agreement shall continue in full force and effect.

14. Amendments. This Agreement may be amended by an instrument in writing executed by WWJ and Holders representing eighty percent (80%) of the Stock.

15. Representations and Warranties of SCI. SCI represents and warrants to WWJ as follows:

(a) SCI is a corporation duly organized and in good standing under the laws of the State of Delaware.

(b) The execution and delivery of this Agreement by SCI and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate actions. This Agreement constitutes the valid and legally binding obligation of SCI enforceable against it in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors’ rights and by general equitable principles and except that no representation is made concerning the validity or enforceability of the provisions of this Agreement making the WWJ Proxy irrevocable.

(c) SCI covenants and agrees not to sue, cause any party to sue or to bring any claim, suit or cause of action, of any kind or nature whatsoever, in or by

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way of legal proceedings or otherwise, against or adverse to WWJ, concerning or challenging the duration, validity, enforceability or irrevocability of this Agreement or the WWJ Proxy arising hereunder.

(d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by SCI with any of the provisions hereof will:

(i) conflict with or result in a breach of any agreement applicable to it;

(ii) violate, breach or, with the giving of notice or passage of time, constitute an event of default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which SCI is a party, or by which it or any material portion of its properties or assets may be bound.

16. Governing Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Delaware without regard to conflicts of law principles.

17. Effectiveness. This Agreement shall become effective automatically on the Effective Date, provided that this Agreement shall be void if the Effective Date does not occur prior to December 31, 2001. Until the Effective Date, SCI retains all rights to vote the Stock and sell the Stock free of this Agreement.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


/s/ William Wrigley, Jr.

William Wrigley, Jr.

SANTA CATALINA ISLAND COMPANY, a Delaware
corporation

By:	/s/ Paxson H. Offield

	Name:	Paxson H. Offield
	Title:	Chairman

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EXHIBIT A
IRREVOCABLE PROXY

The undersigned stockholder of WM. WRIGLEY, JR. COMPANY, a Delaware corporation (the “Company”), hereby irrevocably appoints WILLIAM WRIGLEY, JR., the attorney and proxy of the undersigned, with full power of substitution, to the full extent of the undersigned’s rights, within the limitations of this proxy, with respect to shares of the Company’s Common Stock and Class B Common Stock owned of record or beneficially by the undersigned, and any and all other shares of Wrigley Co. stock issued in respect thereof on or after the date hereof other than in connection with a Change of Control, as defined in that certain Proxy and Right of First Offer Agreement dated as of , 2001 by and between the undersigned and William Wrigley, Jr. (the “Agreement”) (collectively, the “Shares”), until such time as the Agreement shall be terminated in accordance with its terms. Upon the execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked and no subsequent proxies will be given. This proxy is irrevocable (to the extent permitted under Delaware law), is given pursuant to the Agreement and is therefore coupled with the interest provided thereby. The attorney and proxy named above will be empowered at any time prior to the termination of the Agreement to exercise all voting rights of the undersigned with respect to the Shares as the attorney and proxy named above deems proper in respect of any annual, special or adjourned meeting of the Company’s stockholders, or any written consent in lieu of such a meeting or otherwise.

The undersigned will, upon request, execute and deliver any additional documents deemed by the above named attorney and proxy to be necessary or desirable to effect the irrevocable proxy created hereby.

Any obligations of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. Notwithstanding the foregoing, this proxy shall not apply to any Shares held by any transferee of the undersigned.

Dated: , 2001


		SANTA CATALINA ISLAND COMPANY

		By:

				Name:
				Title:

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