8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

July 28, 2008
(Date of Report (Date of Earliest Event Reported))

WM.WRIGLEY JR. COMPANY

(Exact Name of Registrant as specified in its charter)

DELAWARE	1-800	36-1988190
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

410 North Michigan Avenue Chicago, Illinois	60611
(Address of principal executive Offices)	(Zip Code)

(312) 644-2121

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition.

     On July 28, 2008, Wm. Wrigley Jr. Company (the “Company”) issued a press release announcing the results of operations of the Company and financial condition for the second quarter ended June 30, 2008. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this report by reference.

     The attached press release contains a financial measure that is not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”). A reconciliation has been provided in the press release of GAAP earnings to non-GAAP earnings.

     The Company believes this non-GAAP financial measure provides its stockholders with additional information about its underlying results and trends as well as insight into managements’ view of operating results.

Item 8.01     Other Events.

     On July 28, 2008, the European Commission decided not to oppose the proposed merger between the Company and Mars, Incorporated (the “Proposed Transaction”). The European Commission has concluded that the Proposed Transaction would not significantly impede effective competition in the European Economic Area or any substantial part of it.

     On July 11, 2008, the Australian Competition and Consumer Commission notified the Company that it does not propose to intervene in the Proposed Transaction and, on July 2, 2008, the Commission of Competition in Canada issued the requested clearance for the Proposed Transaction. In addition, the required waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, expired on June 20, 2008.

Additional Information and Where to Find It

     In connection with the above-described transactions, the Company will file with the U.S. Securities and Exchange Commission a definitive proxy statement. The proxy statement will be sent to the Company’s stockholders, who are urged to read the proxy statement and other relevant materials when they become available, because they will contain important information about the above-described transactions. Wrigley investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at its website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by the Company by going to the Company’s Investors page on its corporate website at www.wrigley.com or by directing a request to Wm. Wrigley Jr. Company, 410 North Michigan Avenue, Chicago, Illinois 60611 — Attention: Investor Relations.

     The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the above-described transactions. Information about the Company and its directors and officers can be found in the Company’s Proxy Statements and Annual Reports on Form 10-K filed with the SEC, as well as on the Company’s Investors page on its corporate website at www.wrigley.com. Additional information regarding the interests of those persons may be obtained by reading the proxy statement when it becomes available.

Item 9.01     Financial Statements and Exhibits.

            (d)     Exhibits

                      99.1     Wm. Wrigley Jr. Company Press Release dated July 28, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WM. WRIGLEY JR. COMPANY
By:	/s/ Howard Malovany
	Name:	Howard Malovany
	Title:	Senior Vice President, Secretary and General Counsel

Date: July 30, 2008

INDEX TO EXHIBITS

(99)     ADDITIONAL EXHIBITS

             99.1     Wm. Wrigley Jr. Company Press Release dated July 28, 2008.

EX-99.1

Exhibit 99.1

Wrigley Reports 15 Percent Earnings Per Share Increase on Record Quarterly Sales

CHICAGO, July 28 — The Wm. Wrigley Jr. Company (NYSE: WWY) today announced a 14 percent gain in second quarter sales versus a year ago to a record $1.57 billion, the Company’s highest sales quarter ever. The sales increase primarily reflected the positive impact of currency translation and pricing, in combination with one percent growth in worldwide shipments.

Net earnings for the quarter of $0.70 per diluted share were up 15 percent or $0.09 from the year ago period. On a non-GAAP basis, excluding the one-time charges related to the proposed merger with Mars, Incorporated ($0.04) and the negative impact of the supply chain restructuring program on the year-ago results ($0.01), second quarter earnings per share were up 19 percent from the same quarter last year — $0.74 versus $0.62.*

“All major regions contributed to our sales gain in the quarter, and we are looking to build on that going forward as we continue to ramp up our investment in brand support and roll out innovative new products and packaging to the marketplace. Growth in the gum category was solid, with Wrigley gaining share in key geographies, including the U.S., Russia and China,” said President and Chief Executive Officer Bill Perez. “At the same time, we are maintaining our focus on operational efficiency, leading to improved financial metrics despite inflationary pressure, with only modest growth in operating expenses and continued improvement in gross margins.”

Bill Wrigley, Executive Chairman and Chairman of the Board added, “Despite increased competition and relatively tougher economic conditions, we continue to produce strong near-term results, which is testimony to the strength of both our team and our brands. More importantly, we are doing so while continuing to lay the groundwork for the long-term, generational growth of our business, with significant innovation and marketing investments in key geographies around the world.”

Sales and Gross Margins
Second quarter sales increased by $194 million, or 14 percent, over the same quarter last year. Somewhat more than half of the sales gain reflects the positive impact of currency, due to translation of international sales into a relatively weaker U.S. dollar. The balance of the increase is primarily due to improved price/mix, mainly in the U.S. and Europe, with a small contribution from increased shipments, principally in Asia/Pacific.

* Please see Attachment B for full GAAP to non-GAAP reconciliation.

Page 1 of 9

In EMEAI (principally Europe), sales were $783 million, up $111 million or 17 percent versus a year ago, with just under three-quarters of the gain attributable to favorable currency translation. Selected pricing actions, principally in Eastern Europe, accounted for most of the remaining sales gain, with a one percent overall increase in volume.

Russia and Ukraine continued to lead the growth in the region with strong double-digit sales gains. Despite tough year-ago comparisons, Poland and Germany recorded solid gains, moderated by less vigorous results in Spain. In the U.K., Wrigley’s share trends continued to be positive through the first half of 2008, although the overall category has softened relative to the high level of marketplace activity a year ago.

Sales increased nearly $59 million or 25 percent in Asia/Pacific to $290 million, with about half the gain due to volume growth and the other half due to the positive impact of currency translation. China continued to drive the region’s growth, with strong double-digit shipment and sales growth across its diverse product portfolio. Similar shipments and sales increases across the countries of South Asia — including Vietnam, Indonesia, Malaysia and Thailand — solidified the region’s results.

North America net sales were up five percent to $474 million, although volume was off about five percent, reflecting the impact of pricing changes that began during the last part of the year-ago quarter. In the U.S., gum sales and share trends in the quarter were positive, driven by the continued success of 5^™. The summer launches of Extra^® Fruit Sensations^™ and Wrigley’s new Slim Pack^™ are on track and provided a limited boost to sales in the current quarter, but their impact is expected to be more pronounced in the second half of the year.

Through the first six months of the year, worldwide sales grew by 15 percent, with somewhat more than half the gain attributable to the positive impact of currency translation. The remaining increase primarily reflects improved price/mix, with a one percent contribution from volume growth. Year-to-date regional sales gains for Asia/Pacific, EMEAI and North America were 25 percent, 18 percent and five percent, respectively.

Consolidated gross margins for the second quarter, excluding restructuring, were 54.9 percent versus 53.2 percent in the same quarter last year. The 170 basis-point improvement was driven largely by higher pricing, with a modest overall increase in costs being offset by other efficiencies. Year-to-date consolidated gross margins, excluding restructuring, improved by 100 basis points — 54.0 percent versus 53.0 percent a year ago, also attributable to favorable pricing, partially offset by slight cost increases.

Page 2 of 9

Operating Profits and Net Earnings
Consolidated operating profits in the quarter were $298 million, up 13 percent from the same period in the prior year. The growth was primarily driven by improved price/mix and the benefit of currency translation, offset by additional investment in brand support, which climbed by 29 percent in the quarter and is expected to continue at a strong pace for the balance of the year. On a non-GAAP basis, excluding the $17 million in one-time charges related to the proposed merger with Mars, and the negative impact of $4 million in year-ago restructuring charges, second quarter operating profits were up 18 percent versus the same period in 2007.

Consolidated net earnings of $194 million were up 14 percent or $24 million from the second quarter of 2007. On a diluted per share basis, earnings were $0.70, up 15 percent or $0.09 versus the prior year. On a non-GAAP basis, excluding the impact of merger expenses and year-ago restructuring charges, earnings per share increased 19 percent or $0.12 versus the year-ago quarter, with about $0.08 due to the positive impact of currency translation.

For the first six months of 2008, operating profits climbed by 20 percent, even with a 24 percent increase in brand support. About two-thirds of the gain resulted from the positive impact of currency translation and most of the remainder came from higher pricing and a small increase in volume. Year-to-date diluted earnings per share of $1.31 were up 16 percent or $0.18 from the first six months of 2007. On a non-GAAP basis, excluding one-time charges related to the proposed merger, as well as restructuring costs and the one-time asset sale gain from the first half of 2007, earnings per share of $1.36 increased 21 percent or $0.24 from the same period a year ago, including a $0.15 benefit from currency translation.

Page 3 of 9

About Wrigley
The Wm. Wrigley Jr. Company is a recognized leader in confections with a wide range of product offerings including gum, mints, hard and chewy candies, lollipops, and chocolate. The Company has global sales of $5.4 billion and distributes its world-famous brands in more than 180 countries. Three of these brands — Wrigley’s Spearmint^®, Juicy Fruit^®, and Altoids^® — have heritages stretching back more than a century. Other well-loved brands include Doublemint^®, Life Savers^®, Big Red^®, Boomer^®, Pim Pom^®, Winterfresh^®, Extra^®, Freedent^®, Hubba Bubba^®, Orbit^®, Excel^®, Creme Savers^®, Eclipse^®, Airwaves^®, Solano^®, Sugus^®, P.K.^®, Cool Air^® and 5^™.

Additional Information and Where to Find It

In connection with the above-described transactions, the Company will file with the U.S. Securities and Exchange Commission a preliminary proxy statement and a definitive proxy statement. The proxy statement will be sent to the Company’s stockholders, who are urged to read the proxy statement and other relevant materials when they become available, because they will contain important information about the above-described transactions. Wrigley investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at its web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by the Company by going to the Company’s Investors page on its corporate website at www.wrigley.com or by directing a request to Wm. Wrigley Jr. Company, 410 North Michigan Avenue, Chicago, Illinois 60611 — Attention: Investor Relations.

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the above-described transactions. Information about the Company and its directors and officers can be found in the Company’s Proxy Statements and Annual Reports on Form 10-K filed with the SEC, as well as on the Company’s Investors page on its corporate website at www.wrigley.com. Additional information regarding the interests of those persons may be obtained by reading the proxy statement when it becomes available.

Cautionary Statement Regarding Forward-Looking Information

This press release contains statements which may be considered forward-looking statements within the meaning of the Securities Exchange Act of 1934, including, without limitation, statements regarding operating strategies, future plans and financial results. Forward-looking statements may be accompanied by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “possible”, “predict”, “project” or similar words, phrases or expressions. The Company does not undertake any obligation to update the information contained herein, which speaks only as of the date of this press release. A variety of factors could cause actual results to differ materially from the anticipated results or expectations expressed including, without limitation, the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement and the possibility that the Company would be required to pay any termination fee in connection therewith; the outcome of any legal proceedings that may be instituted against the Company and others following the announcement of the merger agreement; risks that the required regulatory approvals will not be obtained in a timely manner, if at all; inability to complete the merger due to the failure to obtain stockholder approval or failure to satisfy the other conditions to the completion of the merger; risks that the proposed transaction disrupts current plans and operations; the availability or retention of retail space; the availability of raw materials; changes in demographics and consumer preferences; changes in foreign currency and market conditions; increased competition and discounting and other competitive actions; underutilization of or inadequate manufacturing capacity and labor stoppages; governmental regulations; and the outcome of integrating acquired businesses. These factors, and other important factors that could affect these outcomes are set forth in the Company’s most recently filed Annual Report on Form 10-K and the Company’s other SEC filings, in each case under the heading “Forward-Looking Statements” and/or “Risk Factors”. Such discussions regarding risk factors and forward-looking statements are incorporated herein by reference.

FROM: WM. WRIGLEY JR. COMPANY

Christopher Perille, Senior Director — External Relations
Phone: (312) 645-4077

Page 4 of 9

ATTACHMENT A

WM. WRIGLEY JR. COMPANY
STATEMENT OF CONSOLIDATED EARNINGS
Amounts in thousands except for per share values

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Net sales	$	1,571,291		$	1,377,780		$	3,022,841		$	2,631,826
Cost of sales		708,402			644,547			1,389,405			1,237,442
Restructuring charges		—			4,486			—			12,635
Gross profit		862,889			728,747			1,633,436			1,381,749
Selling, general and administrative expense		564,976			465,819			1,065,951			908,617
Operating income		297,913			262,928			567,485			473,132
Interest expense		(16,072	)		(17,123	)		(31,293	)		(33,725	)
Investment income		5,393			2,537			8,782			4,427
Other income (expense), net		(2,277	)		1,421			(12,077	)		18,124
Earnings before income taxes		284,957			249,763			532,897			461,958
Income taxes		91,186			79,950			170,527			149,444
Net earnings	$	193,771		$	169,813		$	362,370		$	312,514
Net earnings per average share of common stock (basic)a	$	0.71		$	0.62		$	1.33		$	1.13
Net earnings per average share of common stock (diluted)a	$	0.70		$	0.61		$	1.31		$	1.13
Average number of basic shares outstanding for the period		272,010			274,961			272,612			275,490
Average number of diluted shares outstanding for the period		275,875			277,008			275,679			277,299

^a Per share calculations based on the average number of shares outstanding for the period.

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ATTACHMENT B

WM. WRIGLEY JR. COMPANY
RECONCILIATION OF GAAP TO NON-GAAP EARNINGS
Amounts in thousands except for per share values

	Three Months Ended
	June 30, 2008				June 30, 2007
			Diluted				Diluted
			Earnings Per				Earnings Per
	Net Earnings		Share*		Net Earnings		Share*
Net Earnings, as reported under U.S. GAAP	$	193,771	$	0.70	$	169,813	$	0.61
Restructuring cost, net of tax (A)		—		—		3,050		0.01
Merger expense, net of tax (C)		11,416		0.04		—		—
Non-GAAP earnings, excluding restructuring cost and merger expense	$	205,187	$	0.74	$	172,863	$	0.62

	Six Months Ended
	June 30, 2008				June 30, 2007
			Diluted					Diluted
			Earnings Per					Earnings Per
	Net Earnings		Share*		Net Earnings			Share*
Net Earnings, as reported under U.S. GAAP	$	362,370	$	1.31	$	312,514		$	1.13
Restructuring cost, net of tax (A)		—		—		8,548			0.03
Gain on sale of assets, net of tax (B)		—		—		(9,415	)		(0.03	)
Merger expense, net of tax (C)		11,416		0.04		—			—
Non-GAAP earnings, excluding restructuring cost, gain on sale of assets and merger expense	$	373,786	$	1.36	$	311,647		$	1.12

*	May not total due to rounding
(A)	Management has excluded restructuring cost as it is viewed as nonrecurring costs incurred to improve production operations.
(B)	Management has excluded the gain on the sale of certain assets as it is viewed as nonrecurring income.
(C)	Management has excluded expense related to the potential merger with Mars as it is viewed as nonrecurring.

Page 6 of 9

ATTACHMENT C

WM. WRIGLEY JR. COMPANY
NET SALES AND OPERATING INCOME BY SEGMENT
Amounts in thousands

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
NET SALES
North America		474,475			452,110			907,666			866,097
EMEAI		782,578			671,451			1,461,666			1,237,158
Asia/Pacific		290,238			231,601			607,685			485,666
All Other		24,000			22,618			45,824			42,905
Total Net Sales		1,571,291			1,377,780			3,022,841			2,631,826
OPERATING INCOME
North America		114,506			95,520			200,449			171,634
EMEAI		206,930			189,177			362,122			329,052
Asia/Pacific		79,170			63,466			175,122			137,091
All Other		(102,693	)		(85,235	)		(170,208	)		(164,645	)
Total Operating Income		297,913			262,928			567,485			473,132

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ATTACHMENT D

WM. WRIGLEY JR. COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
Amounts in thousands

	June 30, 2008		December 31, 2007
Assets
Current assets:
Cash and cash equivalents	$	383,351		278,843
Short-term investments, at amortized cost		—		635
Accounts receivable, net		530,142		469,221
Inventories		625,813		620,082
Other current assets		200,201		180,997
Total current assets		1,739,507		1,549,778
Deferred charges and other assets		222,293		214,457
Goodwill		1,487,106		1,422,957
Other intangibles		493,742		484,256
Net property, plant and equipment		1,574,778		1,560,064
Total assets	$	5,517,426		5,231,512
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term debt	$	130,000		—
Accounts payable and accrued expenses		903,714		871,901
Dividends payable		91,109		79,965
Income and other taxes payable		155,155		149,254
Total current liabilities		1,279,978		1,101,120
Other noncurrent liabilities		334,022		312,912
Long term debt		1,000,000		1,000,000
Total liabilities		2,614,000		2,414,032
Stockholders’ equity		2,903,426		2,817,480
Total liabilities and stockholders’ equity	$	5,517,426		5,231,512

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ATTACHMENT E

WM. WRIGLEY JR. COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
Amounts in thousands

	Six Months Ended
	June 30,
	2008			2007
OPERATING ACTIVITIES
Net earnings	$	362,370		$	312,514
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		116,260			101,868
Net loss (gain) on retirements of property, plant and equipment		8,450			(13,735	)
Non-cash share-based compensation		27,899			30,801
Deferred income taxes		6,157			1,112
(Increase) decrease in:
Accounts receivable		(39,085	)		(22,222	)
Inventories		7,077			43,575
Other current assets		(30,754	)		(23,324	)
Deferred charges and other assets		(9,101	)		(14,386	)
Increase (decrease) in:
Accounts payable and accrued expenses		26,821			(8,369	)
Income and other taxes payable		3,875			18,083
Other noncurrent liabilities		24,081			11,333
Net cash provided by operating activities		504,050			437,250
INVESTING ACTIVITIES
Additions to property, plant and equipment		(86,206	)		(97,759	)
Proceeds from retirements of property, plant and equipment		3,261			23,165
Proceeds from sale of investments		635			685
Acquisition, net of cash acquired		(95,726	)		(293,912	)
Net cash used in investing activities		(178,036	)		(367,821	)
FINANCING ACTIVITIES
Dividends paid		(170,486	)		(150,371	)
Common Stock purchased and issued, net		(191,090	)		(147,905	)
Issuances of short-term debt, net		130,000			266,444
Net cash (used in) provided by financing activities		(231,576	)		(31,832	)
Effect of exchange rate changes on cash and cash equivalents		10,070			3,440
Net increase (decrease) in cash and cash equivalents		104,508			41,037
Cash and cash equivalents at beginning of period		278,843			253,666
Cash and cash equivalents at end of period	$	383,351		$	294,703

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