10-Q/A 1 wm910276.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A NO. 1

(Mark One)

 

x

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

 

For the quarterly period ended June 30, 2004

 

 

o

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

 

 

For the transition period from ________________ to ________________ 

 

 


 

For Quarter Ended June 30, 2004                                                                                        Commission file number   1-800

 

 

WM. WRIGLEY JR. COMPANY

(Exact name of registrant as specified in its charter)


DELAWARE

 

36-1988190


 


(State or other jurisdiction of Incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

410 North Michigan Avenue
Chicago, Illinois

 

60611


 


(Address of principal executive offices)

 

(Zip Code)

 

 

 

(Registrant's telephone number, including area code):   312-644-2121

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period That the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x

  No   o

Indicate by check mark whether the Registrant is an accelerated filer (as defined under rule 12b-2 of the Securities and Exchange Act of 1934).

Yes   x

  No   o

191,132,715 shares of Common Stock and 33,622,699 shares of Class B Common Stock were outstanding as of Ju1y 30, 2004.



FORM 10-Q
PART II - OTHER INFORMATION

Item 6 – Exhibits and Reports on Form 8-K

     We are amending Item 6(a) of the Company’s Quarterly Report on Form 10-Q dated August 9, 2004, for the second fiscal quarter ended June 30, 2004 (the “Original Form 10-Q”), for the sole purpose of adding the language of Paragraph 4(d) of Exhibit 31 of Title 17 C.F.R. 229.601(b) (“Item 601(b)(31) of Reg. S-K”) to the Section 302 certification of both the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) filed as Exhibits 31(i) and (ii) respectively to the Original Form 10-Q. Paragraph 4(d) was inadvertently omitted when the said Section 302 certifications were filed with the Original Form 10-Q on August 9, 2004.

     Accordingly, we are filing a new currently dated Section 302 certification for each of the Company’s CEO and CFO attached to this Form 10-Q/A as Exhibit 31(i) and (ii) respectively, revised to contain the said omitted language of paragraph 4(d). These new certifications do not contain the language of Paragraph 3 of Item 601(b)(31) of Reg. S-K, as no new financial statements are included in this Form 10-Q/A.

     No revisions have been made to the Company’s condensed unaudited interim financial statements for the Company’s 2004 second fiscal quarter ended June 30, 2004, or any disclosures contained in the Original Form 10-Q, including disclosures under Item 4. The filing of this Form 10-Q/A shall not be deemed an admission that the Original Form 10-Q, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

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FORM 10-Q/A NO. 1
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 thereunto duly authorized.

 

WM. WRIGLEY JR. COMPANY

 


 

     (Registrant)

 

 

 

By

/s/DUANE PORTWOOD

 

 


 

 

Duane Portwood
Controller
Authorized Signatory and Chief Accounting Officer

 

 

 

Date :   February 8, 2005

 

 

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WM. WRIGLEY JR. COMPANY AND WHOLLY OWNED ASSOCIATED COMPANIES
FORM 10-Q/A NO. 1
INDEX TO EXHIBITS
(Item 6 (a))

Exhibit
Number

 

Description of Exhibit


 


3.

 

Articles of Incorporation and By-laws.

 

 

 

(i).

 

Certificate of Incorporation of the Registrant. The Registrant’s Second Amended and Restated Certificate of Incorporation, effective from March 5, 2002, is incorporated by reference to Exhibit 3(i) of the Company's Quarterly Report on Form 10-Q filed for the fiscal quarter ended March 31, 2002.

 

 

 

(ii).

 

By-laws of the Registrant. The Registrant’s Amended and Restated By-laws effective March 5, 2002 is incorporated by reference to Exhibit 3(ii) of the Company's Quarterly Report on Form 10-Q filed for the fiscal quarter ended March 31, 2002.

 

 

 

4.

 

Instruments defining the rights of security holders. The Stockholder Rights Plan is incorporated by reference to Exhibit 4.1 of the Company's Report on Form 8-K filed June 5, 2001.

 

 

 

10.

 

Material Contracts

 

 

 

10(a).

 

Non-Employee Directors' Death Benefit Plan. Incorporated by reference to the Company's Form 10-K filed for the fiscal year ended December 31, 1994.

 

 

 

10(b).

 

Senior Executive Insurance Plan. Incorporated by reference to the Company's Form 10-K filed for the fiscal year ended December 31, 1995.

 

 

 

10(c).

 

Supplemental Retirement Plan. Incorporated by reference to the Company's Form 10-K filed for the fiscal year ended December 31, 1995.

 

 

 

10(d).

 

Wm. Wrigley Jr. Company 1997 Management Incentive Plan. The Registrant’s Amended Management Incentive Plan, effective from March 9, 2004, is attached hereto.

 

 

 

10(e).

 

Forms of Change-in-Control Severance Agreement. Incorporated by reference to Exhibits 10(h) and 10(i) to the Company's Quarterly Report on Form 10-Q filed for the fiscal quarter ended September 30, 2001.

 

 

 

31*

 

Amended Rule 13a-14(a)/15d-14(a) Certification of:

 

 

 

 

 

 

(i)

Mr. William Wrigley, Jr., Chairman of the Board, President and Chief Executive Officer; and

 

 

 

 

 

 

 

 

(ii)

Mr. Reuben Gamoran, Vice President and Chief Financial Officer

 

 

 

 

 

 

 

Are attached hereto as Exhibit 31(i) and (ii) respectively.



*Indicates Exhibits being filed with this Form 10-Q Amendment No. 1.

For copies of Exhibits not attached hereto, the Registrant will furnish them upon request and upon payment to the Registrant of a fee in the amount of $20.00 representing reproduction and handling costs.

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