-----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, Ep6XIVFsQf1cbHfGighq5KfNQKA/L9hYmhQqAZiK4ywkaExbqMvLPQpwco2E6A3c MDY4bgv0NnhaZpsLTHzpVg== 0000108601-08-000161.txt : 20081007 0000108601-08-000161.hdr.sgml : 20081007 20081007175518 ACCESSION NUMBER: 0000108601-08-000161 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081006 FILED AS OF DATE: 20081007 DATE AS OF CHANGE: 20081007 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MITCHELL PATRICK CENTRAL INDEX KEY: 0001176233 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00800 FILM NUMBER: 081113012 MAIL ADDRESS: STREET 1: 410 NORTH MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611 4 1 mit1006.xml X0303 4 2008-10-06 1 0000108601 WRIGLEY WM JR CO WWY 0001176233 MITCHELL PATRICK 410 N. MICHIGAN AVENUE CHICAGO IL 606114213 0 1 0 0 VP & Chief Procurement Officer Common Stock 2008-10-06 4 D 0 4450 80.00 D 0.00 D Common Stock 2008-10-06 4 D 0 218.73 80.00 D 0.00 I By WSP Common Stock Units 2008-10-06 4 A 0 11717 0 A Common Stock 11717.00 30596.76 D Common Stock Units 2008-10-06 4 D 0 30596.76 80.00 D Common Stock 30596.76 0.00 D Stock Option (Right to Buy) O-05 55.48 2008-10-06 4 D 0 17000 80.00 D 2006-05-19 2015-05-19 Common Stock 17000.00 0.00 D Stock Option (Right to Buy)-DH/PM 8 14 06 47.04 2008-10-06 4 D 0 4400 80.00 D 2007-08-14 2016-08-14 Common Stock 4400.00 0.00 D Stock Option (Right to Buy)O-03 43.74 2008-10-06 4 D 0 4063 80.00 D 2004-05-20 2013-05-20 Common Stock 4063.00 0.00 D Stock Option (Right to Buy)O-04 49.82 2008-10-06 4 D 0 21250 80.00 D 2005-05-25 2014-05-25 Common Stock 21250.00 0.00 D Stock Option(Right to Buy)06-O 46.60 2008-10-06 4 D 0 19100 80.00 D 2007-05-18 2016-05-18 Common Stock 19100.00 0.00 D Stock Option(Right to Buy)07-O 58.06 2008-10-06 4 D 0 25000 80.00 D 2008-05-22 2017-05-22 Common Stock 25000.00 0.00 D Disposed of pursuant to the Agreement and Plan of Merger, dated April 28, 2008 (the "Merger Agreement"), among Wm. Wrigley Jr. Company (the "Company"), Mars, Incorporated, New Uno Holdings Corporation and New Uno Acquisition Corporation, in exchange for the right to receive $80.00 per share, without interest and less any applicable withholding tax. Pursuant to the Merger Agreement, each outstanding restricted stock unit award was converted into the right to receive $80.00 in cash, without interest and less any applicable withholding tax, per restricted stock unit, to the extent vested by its terms at the effective time of the merger. Each share unit is equivalent to one share of the Company's Common Stock. Share units acquired under the Long Term Stock Grant Program, part of the Management Incentive Plan Program, which Plan is 16b-3 exempt. Share units can be awarded under various programs of the Management Incentive Plan (MIP), which Plan is exempt under Rule 16b-3. Shares or share units acquired under the Long Term Stock Grant are not restricted. Shares or share units acquired under the Stock Award Program are restricted as to sale or transfer until retirement, termination or death. Pursuant to the Merger Agreement, each share or share unit of Common Stock and Class B Common Stock awarded under the Management Incentive Plan (MIP) was converted into the right to receive $80.00 per share, without interest and less any applicable withholding tax. Pursuant to the Merger Agreement, each outstanding stock unit award granted under the Company's Long-Term Stock Grant Program was converted into the right to receive an amount in cash equal to the product of (i) the number of shares subject to such stock unit, to the extent earned and satisfying the applicable performance conditions at the effective time of the merger in respect of the portion of the performance or grant cycle that has elapsed through the effective time, and (ii) $80.00, without interest and less any applicable withholding tax. Pursuant to the Merger Agreement, this option, which provided for vesting in four (4) equal annual installments beginning one year from the grant date, was converted into the right to receive an amount in cash, without interest and less any applicable withholding tax, equal to the product of (i) the total number of shares of Common Stock covered by such option, multiplied by (ii) the excess of $80.00 over the exercise price per share of such option. By: Mark Monroe under POA for Patrick Mitchell 2008-10-07 -----END PRIVACY-ENHANCED MESSAGE-----