<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994 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 (I.R.S. Employer
incorporation or organization) 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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, no par value New York Stock Exchange
Midwest Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Class B Common Stock, no par value
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 .
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulations S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
<PAGE>
As of February 23, 1995, there were outstanding
91,288,314 shares of Common Stock, no par value, and the aggregate
market value of the Common Stock (based upon the closing price of
the stock on the New York Stock Exchange on such date) held by
non-affiliates was approximately $2,814,480,000. As of February
23, 1995, there were outstanding 25,031,606 shares of Class B
Common Stock, no par value. Class B Common Stock is not traded on
the exchanges, is restricted as to transfer or other disposition,
and is convertible into Common Stock on a share-for-share basis.
Upon such conversion, the resulting shares of Common Stock are
freely transferable and publicly traded. Assuming all shares of
outstanding Class B Common Stock were converted into Common Stock,
the aggregate market value of Common Stock held by non-affiliates
on February 23, 1995 (based upon the closing price of the stock on
the New York Stock Exchange on such date) would have been
approximately $3,212,846,000. Determination of stock ownership by
non-affiliates was made solely for the purpose of this requirement,
and the Registrant is not bound by these determinations for any
other purpose.
Certain sections of the Registrant's definitive Proxy
Statement, dated February 8, 1995, for the March 9, 1995 Annual
Meeting of Stockholders and of the 1994 Annual Report to
Stockholders are incorporated by reference into portions of Parts
I, II, III and IV of this Report.
<PAGE>
PART I
Item 1. Business
(a) General Development of Business.
(1) General information. From 1891 to 1903, the Company
was operated as a partnership until its incorporation in Illinois
as Wm. Wrigley, Jr. & Co. in December, 1903. In November, 1910,
the Company was reincorporated under West Virginia law as Wm.
Wrigley Jr. Company, and in October, 1927, was reincorporated under
Delaware law.
Throughout its history, the Company has concentrated on
one principal line of business: the manufacturing and marketing of
quality chewing gum products.
(2) Not applicable.
(b) Financial Information About Industry Segments.
The Company's principal business of manufacturing and
selling chewing gum constitutes more than 90% of its consolidated
worldwide sales and revenues. All other businesses constitute less
than 10% of its consolidated revenues, operating profit and
identifiable assets.
(c) Narrative Description of Business.
(1) Business conducted. Following is a description of
the business conducted and intended to be conducted by the Company
and its wholly-owned associated companies (the Company):
(i) Principal products, markets and methods of
distribution. The Company's principal business is the
manufacture and sale of chewing gum, both in the United
States and abroad.
The Company's brands manufactured and available in the
United States are: WRIGLEY'S SPEARMINT, DOUBLEMINT,
JUICY FRUIT and BIG RED, which account for a majority of
the Company's sales volume; WINTERFRESH, a new sugar gum
product in stick form, added to the line in 1994;
FREEDENT, a specially formulated chewing gum which does
not stick to most types of dental work, available in
three flavors; and EXTRA sugarfree chewing gum,
containing NUTRASWEET* brand sweetener, available in four
flavors and as bubble gum.
Except for BIG RED, which has limited availability
overseas, and WINTERFRESH, which is not distributed
overseas, these Wrigley brands are also commonly
available in many international markets. Additional
brands manufactured and marketed abroad are: ARROWMINT,
COOL CRUNCH, DULCE 16, JUICY FRUIT and P.K, chewing gums
in sugar coated pellet form, FREEDENT and ORBIT sugarfree
gums in various flavors and BIG BOY, HUBBA BUBBA and BIG
G, all standard bubble gum products.
The Company's ten largest markets outside of the
United States in 1994 were Australia, Canada, China,
France, Germany, Mexico, Philippines, Russia, Taiwan and
the United Kingdom.
*NUTRASWEET is a registered trademark of The NutraSweet
Company for its brand of sweetening ingredient.
<PAGE>
Finished chewing gum is manufactured in four factories
in the United States and nine factories in other
countries. Factories under construction in India and
Poland are expected to be completed in 1995 and 1996,
respectively. Three domestic wholly owned associated
companies manufacture products other than finished
chewing gum. Amurol Confections Company, now in its new
factory and offices, manufactures and markets primarily
children's bubble gum items including BIG LEAGUE CHEW,
BUBBLE TAPE and other uniquely packaged confections.
Amurol markets HUBBA BUBBA in the United States under a
licensing agreement with the parent company. Various
non-gum items, such as a line of suckers, dextrose candy,
liquid gel candy and hard roll candies are also an
important part of Amurol's total business. Amurol is
also developing export markets, currently the largest
being Canada, Mexico and Japan. The principal business
of the L.A. Dreyfus Company is the production of chewing
gum base, at one domestic and one overseas factory, for
the parent and wholly owned associated companies, and for
other manufacturers of chewing gum and specialty gum
products in the United States and abroad. Northwestern
Flavors, Inc. processes flavorings and rectifies mint oil
for the parent and associated companies and, as a small
portion of its business, also manufactures flavorings and
other ingredients for food-related industries.
In 1979, the Company organized its domestic converting
operations, under the name of Wrico Packaging Division,
as a separate operating unit of the Company. This
division was created to help further the Company's
capability to produce improved packaging materials.
Currently, Wrico produces about 35% of the Company's
domestic printed and other wrapping supplies.
<PAGE>
The Company markets chewing gum primarily through
wholesalers, corporate chains and cooperative buying
groups that distribute the product through retail
outlets. Additional direct customers are vending
distributors, concessionaires and other established
customers purchasing in wholesale quantities. Customer
orders are usually received by mail or telephone and are
shipped by truck from factory warehouses or leased
warehousing facilities. Consumer purchases at the retail
level are generated primarily through the Company's
advertisements on television and radio, and in newspapers
and magazines.
(ii) New products. In the U.S., WINTERFRESH, the
Company's first new sugar chewing gum brand in nearly 20
years, was introduced in August, 1994. Also, peppermint
and spearmint flavored FREEDENT were reformulated to have
a softer texture and longer lasting flavor. In overseas
markets, a variety of sugarfree products were introduced
or added to existing product lines. A mint flavored
sugarfree FREEDENT in tab form was introduced in Austria,
Australia and New Zealand and in pellet form in France.
Also in France, EXTRA in menthol and chlorophyll flavors
was introduced in pellet form. In the Scandinavian
countries, spearmint flavored EXTRA in pellet form was
added. EXTRA in mentholmint flavored tab form was
introduced in Germany, as was winterfresh flavored ORBIT
in stick form. Peppermint flavored EXTRA in tab form was
added in Austria. Sugarfree WRIGLEY'S SPEARMINT in tab
form was introduced in Australia and sugarfree DOUBLEMINT
in tab form was introduced in Australia and New Zealand.
Cola flavored HUBBA BUBBA, a standard bubble gum product,
was added to the product line in the Scandinavian
countries and Belgium. HUBBA BUBBA cherry cola was added
to the brand assortment in the U.K. and Austria.
<PAGE>
(iii) Sources and availability of raw materials.
Natural gums and rosins and synthetic raw materials
blended to make chewing gum base are readily available
from private contractors and in the open market.
Sugar, corn syrup, flavoring oils and aspartame are
obtained in the open market, or under contracts, from
suppliers in the United States. All other ingredients
and necessary packaging materials are also purchased on
the open market and are readily available.
(iv) Patents and trademarks. The Company holds
numerous patents relating to packaging, manufacturing
processes and product formulas. Approximately a dozen
patents relating to product formula and sweetener
encapsulation, primarily for sugarfree gum, are deemed of
material significance to the Company. Most of these
patents expire in the countries in which they are
registered at various times through the year 2014.
Trademarks are of material importance to the Company
and are registered and maintained for all brands of the
Company's chewing gum on a worldwide basis.
(v) Seasonality. On a consolidated basis, sales
normally are relatively consistent throughout the year,
although the combined second and third quarters generally
contribute more than half of the Company's sales.
(vi) Working capital items. Inventory requirements
of the Company are not materially affected by seasonal or
other factors. In general, the Company does not offer
its customers extended payment terms. The Company
believes these conditions are not materially different
from those of its competitors.
(vii) Customers. The Company's products are
distributed through approximately 5,000 customers
throughout the United States alone. No single domestic
or foreign customer accounts for as much as 10% of
consolidated sales or revenues.
(viii) Orders. It is the general custom of the
wholesale trade to purchase chewing gum requirements at
intervals of approximately ten days to two weeks to
assure fresh stocks and good turnover. Therefore, an
order backlog is of no significance to the chewing gum
business.
(ix) Government business. The Company has no
material portion of its business which may be subject to
renegotiation of profits or termination of contracts at
the election of the Government.
(x) Competitive conditions. The chewing gum market
is an intensely competitive one in the United States and
in most international markets. Though detailed figures
are not available, there are approximately 14 chewing gum
manufacturers in the United States. Outside sources
estimate that Wrigley brands account for approximately
49% of the total chewing gum product unit sales in the
United States. The Company's principal competitors in
the United States are the Warner-Lambert Company and RJR
Nabisco.
<PAGE>
Wrigley brands are sold in over 120 countries and
territories, although in some cases these markets are
relatively small. In most international markets, there
are two or three major competitors and generally a half
dozen or more other companies competing for a share of
the gum market in each instance.
In all markets in which the Company distributes its
products, principal methods of competition are a
combination of competitive profit margins to the trade,
superior quality, brand recognition, product benefit and
a fair consumer price.
(xi) Research and development. The Company has for
many years maintained an active in-house program, and has
also contracted outside services for developing and
improving Wrigley products, machinery and operations. In
relation to the Company's consolidated assets, revenues
and aggregate operating expenses, amounts expended in
these areas during the last three fiscal years have not
been material.
(xii) Compliance with environmental laws. Compliance
with Federal, state and local laws regulating the
discharge of materials into the environment, or otherwise
relating to the protection of the environment, has no
material effect on capital expenditures, earnings or the
competitive position of the Company.
(xiii) Employees. During 1994, the Company employed
approximately 7,000 persons worldwide.
(d) Financial Information About Foreign and Domestic
Operations and Export Sales.
Information concerning the Company's operations in
different geographic areas for the years ended December
31, 1994, 1993 and 1992 is hereby incorporated by
reference from the 1994 Annual Report to Stockholders, on
page 17, under the caption "Operations by Geographic
Areas," and on page 21 under the caption "Results of
Operations."
Item 2. Properties
The information below relates to the principal properties
of the Company which are primarily devoted to chewing gum
production or raw materials processing. The Company considers the
properties listed below to be in good condition, well maintained
and suitable to carry out the Company's business. All of the
finished gum factories listed below operated at least one full
shift throughout the year, all but one operated a substantial
second shift and four operated a third shift for most of the year.
All properties are owned in fee by the Company unless otherwise
indicated. The figures given in the table are approximate.
<PAGE>
Floor Area
Property and Location (Square Feet)
FINISHED GUM FACTORIES
Chicago, Illinois.................................. 1,255,700
Santa Cruz, California............................. 385,500
Gainesville, Georgia............................... 461,000
Yorkville, Illinois................................ 225,000(a)
Asquith, N.S.W., Australia......................... 149,000
Salzburg, Austria.................................. 22,600
Don Mills, Ont., Canada............................ 138,800
Plymouth, England.................................. 302,000
Biesheim, France................................... 412,000
Nairobi, Kenya..................................... 35,000
Guangzhou, China, P.R.C(b)......................... 69,800
Manila, Philippines(c)............................. 100,700
Taipei, Taiwan, R.O.C.............................. 62,300
RAW MATERIALS PROCESSING FACTORIES
Edison, New Jersey................................. 536,000
West Chicago, Illinois............................. 40,300
Biesheim, France................................... 76,000
OFFICE BUILDING
Wrigley Building, Chicago, Illinois(d)........... 453,400
<PAGE>
(a) Does not include 170,000 square foot warehouse
facility located in West Naperville, Illinois.
(b) In China, the Company has a 50 year lease with the
Guangzhou Economic Technological Development Zone for the land upon
which the factory is located.
(c) In the Philippines, the Laurel-Langley Agreement
expired on May 27, 1975 and, under the terms of the Philippine
Constitution, foreign firms were required to divest themselves of
their land sites (but not the structures or improvements thereon).
Consequently, in December, 1975, Wrigley Philippines, Inc. donated
its land site, but not the buildings thereon, by deed to the
Philippine Rural Reconstruction Movement, a non-stock, non-profit
organization with no government affiliation, on a lease-back
arrangement for a 25-year term with an option to renew for an
additional 25 years.
(d) This building is the Company's principal
non-manufacturing property and houses the offices of the Company's
corporate headquarters. In 1994, the Company's offices occupied
approximately 130,000 of the 453,400 square feet of rentable space
in the building.
In addition to the above, manufacturing facilities for
finished chewing gum products are under construction in Poznan,
Poland and Bangalore, India.
<PAGE>
In the case of each factory listed above, there are also
included some offices and warehouse facilities. Also, the Company
maintains branch sales offices and warehouse facilities in the
United States and abroad, all of which are leased for varying
numbers of years.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Executive Officers of the Registrant
All elected officer positions are held for a one-year
term. The positions and ages listed below are as of December 31,
1994. There were no arrangements or understandings between any of
the officers and any other person(s) pursuant to which such
officers were elected.
<PAGE>
<TABLE>
<S> <C> <C>
Effective
Name and Age Position(s) with Registrant Date(s)
William Wrigley, 61 President and Chief Executive Officer since 1961
R. Darrell Ewers, 61 Executive Vice President since 1984
Douglas S. Barrie, 61 Group Vice President-International since 1984
Ronald O. Cox, 56 Group Vice President-Marketing since 1985
John F. Bard, 53(a) Senior Vice President since 1991
Martin J. Geraghty, 58 Senior Vice President-Manufacturing since 1989
William Wrigley, Jr., 31 Vice President since 1991
Assistant to the President 1985-1992
Gary Bebee, 48 Vice President-Customer Marketing since 1993
Assistant Vice President-Marketing 1989-1992
David E. Boxell, 53 Vice President-Personnel since 1992
Assistant Vice President-Personnel 1980-1991
Susan S. Fox, 36 Vice President-Consumer Marketing since 1993
Assistant Vice President-Marketing 1989-1992
Dushan Petrovich, 41 Vice President-Treasurer since 1993
Treasurer 1992
Associate Treasurer 1991
Corporate Accounting and
Control Manager 1986-1990
Wm. M. Piet, 51 Vice President-Corporate Affairs since 1988
Corporate Secretary since 1984
John A. Schafer, 54 Vice President-Purchasing since 1991
Assistant Vice President-Purchasing 1985-1991
Christafor E. Sundstrom, 46 Vice President-Corporate Development since 1988
Jaime E. Dy-Liacco, 63 Vice President-International since 1980
President-Wrigley & Co., Ltd., Japan since 1981
President-Wrigley Philippines, Inc. since 1981
Philip G. Hamilton, 54 Vice President-International since 1993
Managing Director, The Wrigley
Company Limited, England since 1986
Jon Orving, 45 Vice President-International since 1993
Managing Director, Wrigley
Scandinavia AB, Sweden since 1983
Stefan Pfander, 51 Vice President-International since 1992
Co-Managing Director of Wrigley
GmbH, Munich, Germany since 1981
Donald E. Balster, 50 Senior Director-U.S. Production since 1991
Director-Manufacturing Administration 1990-1991
Factory Manager 1979-1990
H. J. Kim, 51 Vice President-Engineering since 1994
Senior Director-Engineering 1988-1994
Philip G. Schnell, 51 Vice President-Research & Development since 1994
Senior Director-Research &
Development 1988-1994
John H. Sutton, 63 General Manager-Converting Division since 1979
Dennis J. Yarbrough, 51 Corporate Controller since 1981
</TABLE>
<PAGE>
At the meeting of the Board of Directors immediately
following the annual stockholders' meeting of March 9, 1995, all
officers set forth in the schedule above were re-elected for a
one-year term to their positions in the Company. Additionally, Mr.
Wm. M. Piet, Vice President-Corporate Affairs and Corporate
Secretary was also re-elected to the position of Assistant to the
President and Mr. Dennis R. Mally was re-elected to the position of
Senior Director-Information Services, both originally elected to
such positions on January 30, 1995. Mr. Mally joined the Company
in 1993 assuming responsibility for the Company's worldwide
information systems. Before joing the Company, from 1989 to 1991
Mr. ally was Vice President Business Operations with The Cross
Company in Fraser, Michigan, a manufacturer of metal cutting and
assembly machines. Following the 1991 acquisition of The Cross
Company by Giddings & Lewis, the largest factory automation company
in the U.S., Mr. Mally served as Vice President Systems and Quality
of its Integrated Automation Division in Fraser, Michigan.
(a) John F. Bard joined the Company in January 1991. He
previously served as President and Chief Operating Officer and as
a Director of Tambrands, Inc. of Lake Success, New York, having
joined that company in 1985 as Executive Vice President.
PART II
Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters
At December 31, 1994, the Company had two classes of
stock outstanding: Common Stock, listed on both the New York and
Midwest Stock Exchanges, and Class B Common Stock, for which there
is no trading market. Shares of the Class B Common Stock were
issued by the Company on April 11, 1986 to stockholders of record
on April 4, 1986. Class B Common Stock is entitled to ten votes
per share, is subject to restrictions on transfer or other
disposition and is at all times convertible, on a share-for-share
basis, into shares of Common Stock.
As of February 23, 1995, there were 19,175 stockholders
of record holding Common Stock and 4,845 stockholders of record
holding Class B Common Stock. Regular quarterly dividends and any
extra cash dividends as may be deemed appropriate, which are
identical on both Common Stock and Class B Common Stock, are
declared at scheduled meetings of the Board of Directors and
announced immediately upon declaration. Information regarding the
high and low quarterly sales prices for the Common Stock on the New
York Stock Exchange, and dividends declared per share on a
quarterly basis for both classes of stock, is hereby incorporated
by reference from the Company's 1994 Annual Report to Stockholders,
on page 20, under the captions "Market Prices" and "Dividends."
Item 6. Selected Financial Data
Five-year summaries of selected financial data for the
Company and discussions of accounting changes which materially
affect the comparability of the selected financial data are hereby
incorporated by reference from the Company's 1994 Annual Report to
Stockholders under the following captions and page numbers:
"Operating Data" and "Other Financial Data", on page 19; "Income
Taxes", on page 13; and "Postretirement Benefits", on page 16.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Management's discussion and analysis of results of
operations and financial condition, including a discussion of
liquidity and capital resources, is hereby incorporated by
reference from the Company's 1994 Annual Report to Stockholders, on
pages 21 and 22.
Item 8. Financial Statements and Supplementary Data
Consolidated financial statements of the Company at
December 31, 1994 and 1993 and for each of the three years in the
period ended December 31, 1994, accounting policies and notes to
consolidated financial statements, with the report of independent
auditors, and selected unaudited quarterly data -- consolidated
results for the years ended December 31, 1994 and 1993 are hereby
incorporated by reference from the Company's 1994 Annual Report to
Stockholders, on pages 6 through 18 and 20, respectively.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding directors and nominees for
directorship is incorporated herein by reference from the Company's
definitive Proxy Statement, dated February 8, 1995, for the Annual
Meeting of Stockholders on March 9, 1995, on pages 2 through 4,
under the caption "Election of Directors". For information
concerning the Company's executive officers, see "Executive
Officers of the Registrant " set forth in Part I hereof.
Information regarding disclosure of late filers pursuant
to Item 405 of Regulation S-K is incorporated herein by reference
from the Company's definitive Proxy Statement dated February 8,
1995, for the Annual Meeting of Stockholders on March 9, 1995, on
page 18 under the caption "Compliance with Section 16(a) of the
Exchange Act."
Item 11. Executive Compensation
Information regarding the compensation of directors and
executive officers is incorporated herein by reference from the
Company's definitive Proxy Statement, dated February 8, 1995, for
the Annual Meeting of Stockholders on March 9, 1995, on pages 7, 8
and 9 through 17 under the general captions "Compensation of
Directors" and "Executive Compensation", respectively.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Information regarding security ownership of certain
beneficial owners, of all directors and nominees, of the named
executive officers, and of directors and executive officers as a
group, is hereby incorporated by reference from the Company's
definitive Proxy Statement, dated February 8, 1995, for the Annual
Meeting of Stockholders on March 9, 1995, on pages 4 through 6
under the captions "Security Ownership of Directors and Executive
Officers" and "Security Ownership of Certain Beneficial Owners."
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related
transactions is hereby incorporated by reference from the Company's
definitive Proxy Statement, dated February 8, 1995, for the Annual
Meeting of Stockholders on March 9, 1995 under the following
captions and page numbers: "Election of Directors", on page 4,
regarding Mr. William Wrigley and Mr. William Wrigley, Jr.;
"Security Ownership of Certain Beneficial Owners", on page 6,
regarding Mrs. Edna Jean Offield, Mr. James S. Offield and Mr.
Paxson H. Offield; "Compensation Committee Interlocks and Insider
Participation", on page 17, regarding Mr. William Wrigley; and
"Related Transactions", on page 17, regarding the Company's
purchase of stock from the Wrigley Memorial Garden Foundation.
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports
on Form 8-K
(a) 1,2. Financial Statements and Financial Statement
Schedule
The data listed in the accompanying Index to Financial
Statements and Financial Statement Schedule, on page F-1 hereof, is
filed as part of this Report.
3. Exhibits
The exhibits listed in the accompanying Index to
Exhibits, on page F-3 hereof, are filed as part of this Report or
are incorporated by reference herein as indicated thereon.
(b) Not Applicable.
(c) See (a) 3 above.
(d) See (a) 1, 2 above.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this Form 10-K Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 29, 1995 WM. WRIGLEY JR. COMPANY
(Registrant)
By: /s/ JOHN F. BARD
John F. Bard
Senior Vice President
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, this Report on Form 10-K has been signed
below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Signature Title
President, Chief
William Wrigley Executive Officer,
Director
Senior Vice President
John F. Bard (Principal Financial Officer)
Corporate Controller
Dennis J. Yarbrough (Principal Accounting Officer)
Director
Charles F. Allison III
Director
Lee Phillip Bell
Director
Robert P. Billingsley
Director By/s/ WM. M. PIET
R. Darrell Ewers Wm. M. Piet
Attorney-in-Fact
Director
Gary E. Gardner
Date: March 29, 1995
Director
Penny Pritzker
Director
Richard K. Smucker
Director
William Wrigley, Jr.
<PAGE>
Exhibit 23.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report
on Form 10-K of Wm. Wrigley Jr. Company of our report dated January
30, 1995, included in the 1994 Annual Report to Stockholders of Wm.
Wrigley Jr. Company.
Our audits also included the financial statement schedule of Wm.
Wrigley Jr. Company listed in item 14(a). This schedule is the
responsibility of the Company's management. Our responsibility is
to express an opinion based on our audits. In our opinion, the
financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth
therein.
We also consent to the incorporation by reference in the
Registration Statements (Form S-8 Nos. 33-43738 and 33-22788)
pertaining to the Special Investment and Savings Plan for Wrigley
Employees and the Wm. Wrigley Jr. Company Management Incentive
Plan, and in the related Prospectuses, of our report dated January
30, 1995, with respect to the consolidated financial statements and
consolidated financial statement schedule of Wm. Wrigley Jr.
Company included or incorporated by reference in this Annual Report
on Form 10-K for the year ended December 31, 1994.
/s/ ERNST & YOUNG LLP
Ernst & Young
Chicago, Illinois
March 29, 1995
<PAGE>
<TABLE>
WM. WRIGLEY JR. COMPANY
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a))
<S> <C> <C>
Reference
Form Annual Report
10-K to
Report Stockholders
Data incorporated by reference from the 1994 Annual Report
to Stockholders of Wm. Wrigley Jr. Company:
Consolidated balance sheet at December 31, 1994 and 1993........ 8-9
For the years ended December 31, 1994, 1993 and 1992:
Statement of consolidated earnings and retained earnings.... 6
Statement of consolidated cash flows........................ 7
Accounting policies and notes to consolidated financial
statements................................................. 10-17
Consolidated financial statement schedules for the years ended
December 31, 1994, 1993 and 1992:
VIII. Valuation and qualifying accounts.......................... F-2
All other schedules are omitted since the required information is not present or is
not present in amounts sufficient to require submission of the schedule, or because the
information required is included in the consolidated financial statements or accounting
policies and notes thereto.
With the exception of the pages listed in the above index and the items referred to
in Items, 1,5,6,7, and 8 of this Form 10-K Report, the 1994 Annual Report to Stockholders
is not to be deemed filed as part of this report.
F-1
</TABLE>
<PAGE>
<TABLE>
WM. WRIGLEY JR. COMPANY
Schedule VIII - Valuation and Qualifying Accounts
Years ended December 31, 1994, 1993 and 1992
(In Thousands)
<CAPTION>
Column A Column B Column C Column D Column E
Additions
<S> <C> <C> <C> <C> <C> <C>
Balance at Charged to Charged to
Beginning Costs and Other Accounts Deductions- Balance at
Description of Period Expenses Describe Describe(A) End of Period
1994:
Allowance for
doubtful accounts... $4,407 2,578 - 340 6,645
1993:
Allowance for
doubtful accounts... $2,357 2,800 - 750 4,407
1992:
Allowance for
doubtful accounts... $2,454 1,339 - 1,436 2,357
(A) Uncollectable accounts written-off, net of recoveries.
F-2
</TABLE>
<PAGE>
WM. WRIGLEY JR. COMPANY
AND WHOLLY OWNED ASSOCIATED COMPANIES
INDEX TO EXHIBITS
(Item 14(a))
Exhibit
Number Description of Exhibit
Proxy Statement of the Registrant, dated February 8, 1995,
for the March 9, 1995 Annual Meeting of Stockholders, is
hereby incorporated by reference.
3(a). Restated Certificate of Incorporation of the Registrant.
(Incorporated by reference to the Company's Form 10-K filed
for the fiscal year ended December 31, 1992.)
3(b). By-laws of the Registrant. (Incorporated by reference to
the Company's Form 10-K filed for the fiscal year ended
December 31, 1992.)
10(a). Non-Employee Directors' Death Benefit Plan.
10(b). Senior Executive Insurance Plan (Incorporated by reference
to the Company's Form 10-K filed for fiscal year ended
December 31, 1991).
10(c). Supplemental Retirement Plan.
10(d). Deferred Compensation Plan for Non-Employee Directors, as
amended.
10(e). Non-Employee Directors' Stock Retirement Plan, as amended.
10(f). 1994 Executive Incentive Compensation Plan.
10(g). Management Incentive Plan and the various programs
thereunder, as amended:
(i) Executive Incentive Compensation Deferral Program.
(ii) Long-Term Stock Grant Program.
(iii) Stock Award Program.
(iv) Alternate Investment and Savings Program.
(v) 1988 Stock Option Program.
13. 1994 Annual Report to Stockholders of the Registrant.
21. Subsidiaries of the Registrant.
23. Consent of Independent Auditors. (See page 11.)
24. Power of Attorney.
--------------------
Copies of Exhibits are not attached hereto, but 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.
F-3
<PAGE>
WM. WRIGLEY JR. COMPANY
NON-EMPLOYEE DIRECTORS' DEATH BENEFIT PLAN
1. Establishment and Purpose
Wm. Wrigley Jr. Company ("Company") establishes the Wm.
Wrigley Jr. Company Non-Employee Directors' Death Benefit
Plan ("Plan"), effective January 1, 1983, for the purpose
of providing its Non-Employee Directors with certain death
benefits. The Plan was amended and restated, effective
January 1, 1989.
2. Eligibility to Participate
The Non-Employee Directors eligible to participate in this
Plan will be those Non-Employee Directors who execute an
Application and Agreement to Participate and make annual
voluntary contributions of $600 for ten years, or until
death if earlier. A Non-Employee Director's participation
shall commence on the date the Company accepts his
Application and Agreement to Participate.
A Non-Employee Director's participation hereunder will
continue following termination of his directorship prior to
death; provided that (1) the aggregate amount of his
voluntary contributions equals $6,000, or (2) he agrees to
continue his annual voluntary contributions of $600 until
the total thereof is $6,000.
3. Benefits after Termination of Directorship
In the event of the death of the Non-Employee Director
after termination of his directorship, the amount payable
hereunder shall be in a lump-sum amount equal to $250,000.
The post-termination benefit shall be paid by the Company's
group term life insurance carrier ("Carrier") to such
person or persons designated in writing to the Carrier in
accordance with the Carrier's regulations, restrictions and
policy.
4. Benefits Paid Prior to Termination of Directorship
In the event of the death of the Non-Employee Director
prior to termination of his directorship, his beneficiary
shall receive a benefit of $25,000 a year from the Company
in equal annual installments for a period of ten years.
The pre-termination benefit shall be paid by the Company to
such person or persons designated in writing to the Plan
Administrator appointed by the Chief Executive Officer of
the Company to administer the Plan (the "Plan
Administrator").
<PAGE>
The first annual installment of such benefit payments shall
commence as soon as practicable following the death of the
Non-Employee Director; provided that the Board of Directors
of the Company, may, in its discretion, determine that the
first annual installment shall commence on the January 1
following the death of the Non-Employee Director, or such
other date as it deems appropriate, and provided further
that the Non-Employee Director's beneficiary has delivered
satisfactory proof of death to the Plan Administrator. The
remaining installments shall be made on each succeeding
January 1 following the date of payment of the first annual
installment, until a total of $250,000 has been paid to the
beneficiary.
5. No Right of Re-election
Nothing contained in this Plan shall be construed to confer
any right on the part of the Non-Employee Director to be
nominated for re-election to the Board of Directors or to
be re-elected to such Board of Directors.
6. Rights Not Assignable
This agreement and the rights, interest and benefits
hereunder may not be assigned, transferred, pledged, sold,
conveyed or encumbered in any way by a Non-Employee
Director, a former Non-Employee Director or his
beneficiary, and shall not be subject to execution,
attachment or similar process. Any attempted sale,
conveyance, transfer, assignment, pledge or encumbrance of
the rights, interest or benefits provided pursuant to the
terms of this Plan contrary to the terms of the foregoing
sentence or the levy of any additional or similar process
thereupon shall be null, void and without effect.
Notwithstanding, the post-termination of directorship death
benefits may be assigned in accordance with the Carrier's
regulations, restrictions and policy.
<PAGE>
7. Purchase of Insurance Contracts
As a condition to participation, the Non-Employee Director
shall promptly submit to a physical examination or provide
the results of a satisfactory physical examination taken
within the six month period prior to commencement of
participation. The Non-Employee Director also agrees to
cooperate with the Company to provide information for, and
to submit to, any additional physical examination necessary
to obtain any insurance policy. It is essential that all
responses and answers to information requested by the
insurance company be true and correct as to medical facts
in order to avoid the rights of the insurance company to
declare the policy null and void. A life insurance policy
on the life of the Non-Employee Director, if purchased,
shall name the Company as owner and beneficiary. Such
policy, when purchased, shall remain a general unsecured,
unrestricted asset of the Company, and neither the Non-
Employee Director nor any beneficiary shall have any rights
with respect to, or claim against such policy; and such
policy shall not be deemed to be held under any trust for
the benefit of the Non-Employee Director or his
beneficiary, nor shall such policy be held in any way as
collateral security for fulfilling the obligations of the
Company under the terms of this Plan.
The benefits provided to the Non-Employee Director under
the terms of this Plan will not be funded by such policy.
Such benefits are promised on the general credit of the
Company and are otherwise unsecured.
The post-termination of directorship death benefits are
payable by the Carrier.
8. No Right to Company Assets
No person shall acquire by reason of the Plan any right in
or title to any assets, funds or property of the Company
whatsoever including, without limiting the generality of
the foregoing, any specific funds, assets or other property
which the Company, in its sole discretion, may set aside in
anticipation of a liability hereunder. No trust shall be
created in connection with, or by the execution or adoption
of, this Plan or the Application and Agreement to
Participate, and any benefits which become payable
hereunder shall be paid from the general assets of the
Company. The participant shall have only a contractual
right to the amounts, if any, payable hereunder, unsecured
by any asset of the Company.
<PAGE>
9. Successors, Mergers or Consolidation
This Plan shall be binding upon the Company, its successors
and assigns, including without limitation any person,
organization or corporation which may acquire substantially
all of the assets and business of the Company or any
company or corporation into which the Company may be merged
or consolidated.
10. Amendment and Termination
This Plan can be modified, amended or terminated by the
Board of Directors of the Company.
11. Construction
This agreement shall be subject to the laws of the State of
Illinois.
12. Gender and Number
Wherever appropriate herein, the masculine may mean the
feminine, and the singular may mean the plural or vice
versa.
13. Administration
This Plan shall be administered by a Plan Administrator
appointed by the Chief Executive Officer of the Company.
The Plan Administrator may delegate any of its duties under
the Plan to one or more officers of the Company.
14. Validity
In the event that any part of this Plan is invalid for any
reason, such invalidity shall not affect the balance of
this Plan which shall remain valid and binding upon the
parties and enforceable in accordance with its terms.
<PAGE>
WM. WRIGLEY JR. COMPANY
SUPPLEMENTAL RETIREMENT PLAN
1. Purpose. The purpose of the Wm. Wrigley Jr. Company
Supplemental Retirement Plan (the "Supplemental Retirement Plan")
is to assist Wm. Wrigley Jr. Company (the "Company") and its
participating subsidiaries (the Company and each of its
subsidiaries which adopt this Supplemental Retirement Plan being
hereinafter called the "Employers") in hiring and retaining the
services of key employees by providing such employees with
retirement income which would have been provided by the Wrigley
Retirement Plan but for the legal limits on the amount of such
income which can be provided by such plan. The Employers intend
that this Supplemental Retirement Plan be an "excess benefit
plan" within the meaning of section 3(36) of the Employee
Retirement Security Income Act of 1974, as amended ("ERISA") and
an unfunded plan maintained for a select group of management or
highly-compensated employees within the meaning of sections
201(2), 301(a) and 401(a)(1) of ERISA and section 2520.104-23 of
the Department of Labor Regulations. All capitalized terms used
herein which are not defined herein shall have the respective
meanings assigned to such terms by the Wrigley Retirement Plan.
2. Participation. Each officer of any Employer and any
other employee designated by the Retirement Committee appointed
under the Wrigley Retirement Plan as a key employee under this
Supplemental Retirement Plan shall be eligible to become a
participant in this Supplemental Retirement Plan. Each such
officer or key employee whose employment with an Employer is
terminated on or after his Early Retirement Date shall, with the
written approval of the Retirement Committee, be a participant in
this Supplemental Retirement Plan and entitled to the
supplemental retirement benefit set forth in paragraph 3 hereof.
<PAGE>
3. Supplemental Retirement Benefit.
(a) Amount of benefit. Each participant shall be
entitled to receive a supplemental retirement benefit. The
amount of such supplemental retirement benefit shall be the
excess, if any, of (A) the annual amount of pension, commencing
at the participant's Normal Retirement Date, computed under
Section 3.02 of the Wrigley Retirement Plan without regard to the
limitations on benefits imposed by Section 3.05 of the Wrigley
Retirement Plan, the limitation on compensation which may be
taken into account under the Wrigley Retirement Plan imposed by
section 401(a)(17) of the Internal Revenue Code and any other
similar limitation as may be determined by the Committee; less
(B) the annual amount of pension, commencing at the participant's
Normal Retirement Date, computed under Section 3.02 of the
Wrigley Retirement Plan and reduced to the extent required by
Section 3.05 of the Wrigley Retirement Plan.
(b) Time and manner of payment. A participant's
supplemental retirement benefit shall be paid at the same time
and in the same form as his pension under the Wrigley Retirement
Plan. If a participant's pension under the Wrigley Retirement
Plan is paid in a form other than a single-life annuity for the
life of the participant's Normal Retirement Date, his
supplemental pension shall be paid in the same form, and the
amount payable to or in respect of the participant shall be
actuarially adjusted to reflect the different form of pension or
different pension starting date or both, as the case may be,
using the same actuarial factors used to make the comparable
adjustments to the participant's pension under the Wrigley
Retirement Plan. If a participant elects a form of pension under
the Wrigley Retirement Plan which provides for payment to the
participant's Beneficiary or Joint Annuitant after the
participant's death, payments remaining due under this
Supplemental Retirement Plan after the participant's death shall
be paid to such Beneficiary of Joint Annuitant.
<PAGE>
4. Miscellaneous provisions.
(a) Incorporation of Wrigley Retirement Plan. Except
to the extent otherwise provided herein, this Supplemental
Retirement Plan shall be subject to all the terms and conditions
of the Wrigley Retirement Plan as in effect from time to time,
which hereby is incorporated herein by reference, provided,
however, that no amendment to the Wrigley Retirement Plan made
after the commencement of a participant's supplemental retirement
benefit shall reduce the amount payable hereunder to or in
respect to such participant.
(b) No funding required. The Company shall not be under
any obligation to set aside any assets, in trust or otherwise,
for the purpose of making payments hereunder. Any payments
hereunder shall be made out of the general assets of the
Employers, and any participant's rights to benefits hereunder
shall be solely those of a general creditor of the Employers.
Nothing in this Supplemental Retirement Plan shall preclude any
Employer from investing its funds in annuity contracts, insurance
contracts or otherwise for the purpose of providing to such
Employer funds to satisfy its obligations under this Plan to any
or all participants. Any such investment shall be in the name of
and remain part of the general assets of such Employer.
(c) Administration by Retirement Committee. The
Retirement Committee shall be charged with the administration of
this Supplemental Retirement Plan, and except as otherwise
provided herein, shall have the same powers and duties and shall
be subject to the same limitations as provided in the Wrigley
Retirement Plan.
<PAGE>
(d) No right to continue in employment. Nothing in this
Supplemental Retirement Plan or in any agreement entered into
hereunder shall be interpreted as giving any employee or
participant any right to remain in the employ of or be reemployed
by any Employer.
(e) Agreements. A participant's Employer shall enter into
an agreement with participant upon approval by the Retirement
Committee of such participant's termination of employment
evidencing the Company's obligation to pay benefits pursuant to
this Supplemental Retirement Plan. Such agreement shall contain
such terms and provisions as the Retirement Committee shall
determine which are not inconsistent with this Supplemental
Retirement Plan.
5. Amendment and Termination. This Supplemental
Retirement Plan may be amended or terminated at any time by
action of the board of directors of the Company, provided,
however, that no such amendment shall reduce or terminate an
Employer's obligations to pay supplemental retirement benefits
hereunder to any participant whose benefits have commenced on or
before the date of such amendment or termination.
<PAGE>
WM. WRIGLEY JR. COMPANY
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
The Wm. Wrigley Jr. Company Deferred Compensation Plan
for Non-Employee Directors ("Plan") was made effective on January
27, 1983. The Plan was amended and restated, effective as of
December 16, 1992, and January 1, 1994, and is hereby further
amended and restated effective October 25, 1994, as set forth
herein, with retroactive effect as provided herein.
1. Purpose. The purpose of the Plan is to enable Non-
Employee Directors (the "Director(s)") of the Wm. Wrigley Jr.
Company (the "Company") to defer compensation earned as Directors
pursuant to the terms of the Plan.
2. Deferral Elections. Prior to January 1, 1995 or, if
later, upon a Director's election to the Board, each Director
shall execute and file an appropriate election form(the "Deferral
Election") with the Treasurer of the Company, specifying the
portion, if any, of the Director's compensation to be deferred,
up to 100% of such compensation, the investment option to which
the deferral shall be credited and the form, method and timing of
distribution of the deferrals.
The Deferral Election made hereunder prior to January
1, 1995 (the "1995 Election") shall control the distribution of
(a) all amounts deferred pursuant to such Deferral Elections, and
(b) effective on the second anniversary of the date such Deferral
Election is made, all amounts deferred pursuant to Deferral
Elections made prior to January 1, 1994, in each case, unless a
subsequent valid Deferral Election is filed; provided, however,
that, the 1995 Election shall not be effective with respect to
the timing and distribution of any deferral that the Director is,
or is scheduled to be, receiving within two years following the
date such 1995 Election is made.
(a) Deferrals shall be in 10% increments to a maximum
of 100% of all compensation payable to the Directors in the year
they wish to defer. In addition the Director shall elect in his
or her Deferral Election the percent of the deferral that shall
be credited among the deferral options (the "Deferral Options")
described below:
<PAGE>
(i) credits ("Investment Fund Credits") equivalent
to amounts invested in any of the investment funds offered,
from time to time, to participants in the Special Investment
and Savings Plan for Wrigley Employees, or in any other or
additional fund or funds as the Board of Directors of the
Company (the "Board") shall determine (each an "Investment
Fund," and together the "Investment Funds"); and
(ii) share units ("Share Units"), a unit
equivalent to a share of the Common Stock of the Company
(the "Common Stock").
Directors may elect to transfer their deferred
compensation from one Deferral Option to a different Deferral
Option, including transferring Investment Fund Credits from one
Investment Fund to a different Investment Fund; provided,
however, that any such election must be made during the period
beginning on the third business day following the date of the
release of the Company's quarterly or annual summary statement of
sales and earnings and ending on the twelfth business date
following such date; and provided, further, that in no event may
any such election become effective sooner than twenty-four (24)
months following the effective date of any prior transfer
election. A transfer election pursuant to this Subsection 2(a)
shall be made in the form of a document prescribed by the Board
to be executed by the Director and filed with the Treasurer of
the Company.
Notwithstanding the foregoing, the Board may, from
time to time, discontinue any of the Investment Funds described
in clause (i) above. In such event, the Director shall execute
an election in the form of a document prescribed by the Board and
filed with the Treasurer of the Company, to transfer the amounts
deferred in the discontinued Investment Fund to such other
Deferral Options as the Board shall make available at such time.
In the event that the Director shall fail to timely elect a new
Deferral Option, such amounts shall be transferred to a Deferral
Option that is deemed appropriate.
(b) Directors shall elect on the Deferral Election
the form, method and timing of distribution of amounts deferred
hereunder. Distributions under this Section 2 shall begin as
soon as practicable following the date specified in the
Director's Deferral Election, but may not begin earlier than as
soon as practicable following March 31, next following the date
on which the Director ceases to be a Director for any reason;
provided, however, that in no event may distribution commence
later than as soon as practicable following March 31, following
the calendar year in which the Director attains age seventy (70).
<PAGE>
Such payment shall be made, pursuant to the Director's election
in the Deferral Election, (i) in the form of a lump-sum payment,
(ii) in substantially equal annual installments over a period not
to exceed ten years, or (iii) in any combination of (i) and (ii)
above. If a Director elects installment payments, the unpaid
balance thereof shall continue to accrue interest, earnings and
dividend equivalents, computed in accordance with the provisions
of Section 4 below, and shall be prorated and paid over the
installment period.
A Director may change his/her prior distribution
election at any time, and from time to time; provided, however,
that any such distribution election shall not become effective
until the second anniversary of the date such distribution
election is made; and provided, further, that no distribution
election with respect to the distribution of amounts attributable
to any deferral will be effective if the Director is, or is
scheduled to be, receiving distributions with respect to such
deferral within two years following the date such subsequent
distribution election is made. In the event an election does not
become effective, the prior valid election of such Director shall
govern the form, method and timing of distribution.
A Director shall elect on the Deferral Election, (i)
with respect to Investment Fund Credits, to receive distributions
of amounts so credited in cash, in kind, or in any combination
thereof, and (ii) with respect to Share Units, to receive amounts
so credited in cash or in shares of Common Stock; provided,
however, that if he/she is a person subject to Section 16(b) of
the Securities Exchange Act of 1934, the election with respect to
Share Units shall be made either (1) at least six (6) months
prior to the date of distribution, or (2) during the period
beginning on the third business day following the date of release
of the Company's quarterly or annual summary statements of sales
and earnings and ending on the twelfth business day following
such date.
The amount to be paid in cash with respect to
distributions of Share Units shall be equal to the product of (a)
the number of Share Units in respect of which payment is to be
made, and (b) the price of a share of Common Stock on the New
York Stock Exchange during such period immediately preceding the
date of distribution, as the Company shall determine.
<PAGE>
(c) If a Director fails to make a valid timely
election with respect to method of payment, the Director shall
receive the total amount credited to his/her Deferred
Compensation Account (as defined in Section 4 below) in ten
substantially equal annual installments. If a Director fails to
make a valid timely election with respect to timing of payment,
distribution shall commence as soon as practicable following
March 31, next following the calendar year in which the Director
attains age seventy (70). If a Director fails to make a valid
timely election with respect to whether payment shall be in cash
or shares of the Common Stock, those amounts credited as Share
Units shall be distributed in shares of Common Stock, and all
other amounts credited shall be distributed in cash.
(d) In the event a Director dies prior to the
distribution of any or all of the Director's Deferred
Compensation Account, all amounts credited to such account shall
be paid in a lump-sum to the beneficiary designated in writing at
any time or from time to time by the Director with the approval
of the Company or, failing such a designation, to the spouse,
children (per stirpes), parents or estate (in that order) of the
Director (all such entities being herein included within the term
"beneficiary"). Any lump-sum payment shall be made as soon as
practicable following the date of a Director's death.
3. Revocations and Re-elections. Directors may elect in
writing to revoke any prior Deferral Election, provided (i)
written notice of such election to revoke shall be received by
the Treasurer of the Company not less than five (5) business days
prior to the year or years for which the revocation applies, and
(ii) such revocation shall be applicable only to compensation
payable for the year or years that the Deferral Election has been
revoked.
Directors who have previously revoked a Deferral
Election may again elect to defer by filing a new Deferral
Election with the Treasurer of the Company not less than five (5)
business days prior to the year or years in which the Deferral
Election applies. Such Deferral Election shall be effective
subject to the limitations and restrictions set forth in Section
2 above.
4. Credits. During such period as amounts are standing to
the credit of a Director hereunder, with respect to each such
Director, the Company shall credit to a book reserve account (the
"Deferred Compensation Account") established for this purpose the
amounts deferred by such Director under Section 2 above.
<PAGE>
(a) Amounts credited to a Director's Deferred
Compensation Account with respect to each Investment Fund shall
be credited with interest and earnings (including gains and
losses) equivalent to the amounts that would have accrued during
such period had the amount so credited been actually invested in
such Investment Fund. Interest and earnings on such amounts
shall be computed from the date such deferrals are credited to
the Deferred Compensation Account through the date of distribu-
tion to a Director or his/her designated beneficiary, in
accordance with Subsection 2(d) above.
(b) If amounts are deferred under the Plan as Share
Units, then the number of such Share Units shall be determined on
the basis of the price of the Common Stock on the New York Stock
Exchange during such period immediately preceding and/or immedi-
ately following the date the Share Units are credited, as the
Company shall determine.
(c) Dividends on Share Units. As of each payment
date for dividends on Common Stock with respect to which Share
Units are standing to the credit of a Director until the
Director's entire Deferred Compensation Account has been
distributed, such Deferred Compensation Account shall be credited
with dividend equivalents equal to the sum of all cash dividends
that such Director would have received on such date, had the
Director been the owner of a number of shares of Common Stock
equal to the number of Share Units in the Director's Deferred
Compensation Account on the record date for such dividend. The
amount so credited shall be converted into additional Share Units
with the number of Share Units being determined on the basis of
the price of Common Stock on the New York Stock Exchange during
such period immediately preceding and/or immediately following
the payment date for the dividend, as the Company shall
determine.
5. Miscellaneous.
(a) Title to, and beneficial ownership of, any assets,
whether in cash or otherwise, that the Company may designate to
pay the deferred compensation hereunder shall at all times (prior
to payment) remain an asset of the Company, and neither a
Director nor his/her designated beneficiary shall have any
property interest whatsoever in any specific assets of the
Company.
(b) In the event a Director ceases to be a director of the
Company for any reason other than retirement or his/her death,
the total amount credited to the Deferred Compensation Account as
of such date will be payable to the Director in a lump sum as
soon as practicable following such date.
<PAGE>
(c) If the Company shall be adjudicated or determined to
be insolvent by a court of competent jurisdiction, either in
bankruptcy or otherwise, the amount credited to each Director's
Deferred Compensation Account on the date of such proceeding
shall constitute a debt of the Company to each such Director in
any such proceeding.
(d) Except as otherwise required by applicable law, no
rights under the Plan, contingent or otherwise, shall be
assignable or subject to any encumbrance, pledge or charge of any
nature, except that, under such rules and regulations as the
Company may establish, a Director may designate a beneficiary to
receive, in the event of death, any amount that would otherwise
have been payable to the Director or that may become payable on
account of his or her death except that, if any amount shall
become payable to the executor or administrator of the Director,
such executor or administrator may transfer the right to the
payment of any such amount to the person, persons or entity
(including a trust) entitled thereto under the will of the
Director or, in case of intestacy, under the laws relating to
intestacy. Directors shall not have any interest in any funds or
specific assets of the Company, except as expressly provided
herein.
(f) Nothing contained in this Plan and no action taken
pursuant to the provisions of this Plan shall create or be
construed to create a trust of any kind or fiduciary relationship
between the Company and a Director, his/her designated beneficia-
ry, or any other person. To the extent that any person acquires
a right to receive payments from the Company under this Plan,
such rights shall be no greater than the right of any unsecured
general creditor of the Company.
(g) This Plan shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and the
Director and his/her heirs, executors, administrators, and legal
representatives.
(h) This Plan shall be construed in accordance with and
governed by the laws of the State of Illinois.
6. Termination and Amendment of the Plan. The Board may
terminate this Plan at any time. Upon termination of the Plan,
the remaining balance of the Directors' Deferred Compensation
Accounts shall be paid to the Directors (or to their respective
beneficiaries, as the case may be), in lump sums as soon as
practicable but no more than thirty (30) days following the
termination of the Plan.
<PAGE>
The Board without the consent of the participating
Directors or their beneficiaries, may amend this Plan at any time
provided that no amendment shall divest any Director or
beneficiary of any rights to which he or she would have been
otherwise entitled.
<PAGE>
THE WM. WRIGLEY JR. COMPANY
AMENDED STOCK RETIREMENT PLAN
FOR NON-EMPLOYEE DIRECTORS
(1) Purpose. The Wm. Wrigley Jr. Company (the "Company")
has established this Stock Retirement Plan (the "Plan") to
promote the interests of the Company and its shareholders by
apportioning a part of the total compensation payable to its
non-employee directors as deferred income paid in the form of the
Company's Common Stock, without par value ("Common Stock"),
thereby increasing the directors' beneficial ownership of Company
stock and their proprietary interest in the Company. The Plan,
originally effective as of January 1, 1988, as amended effective
as of January 1, 1994, and as further amended as set forth herein
is effective as of October 25, 1994, with retroactive effect as
provided herein.
(2) Common Stock Units. In addition to the cash
compensation otherwise payable to its non-employee directors as
may be determined from time to time, the Company shall establish
and maintain a Deferred Stock Account in the name of each non-
employee director. Subject to the provisions of Section 9, as of
the last day of each fiscal year, the Company shall credit to the
Deferred Stock Account of each person who was a non-employee
director of the Company on that day or who ceased to be a
director after March 31 of that fiscal year by reason of his or
her disability or death, a number of Common Stock Units equal in
value to the annual retainer amount in effect for non-employee
directors as of such date (without regard to other fees or
retainers or the actual retainer amount actually received by any
such non-employee director) divided by the price of a share of
Common Stock on the New York Stock Exchange during such period
immediately preceding and/or immediately following such date, as
the Company shall determine; provided, however, that no
allocation of Common Stock Units pursuant to this Section 2 shall
be made to the Deferred Stock Account of a non-employee director
after the later of (i) December 31, 1997 or (ii) the tenth (10th)
December following the initial election to the Board of Directors
of the Company (the "Board") of such director. Notwithstanding
the foregoing, in no event shall the number of Common Stock Units
credited to the Deferred Stock Account of any non-employee
director exceed the number of Common Stock Units that would have
been credited to such Deferred Stock Account pursuant to the
original formula provided in Section 2 of the Plan as approved by
the stockholders of the Company at their annual meeting of March
8, 1988.
<PAGE>
(3) Dividend Equivalents. As of each dividend payment date
declared with respect to the Company's Common Stock (but not with
respect to the Company's Class B Common Stock), the Company shall
credit the Deferred Stock Account of each director with an
additional number of Common Stock Units equal to:
(a) the product of (i) the dividend per share of the
Company's Common Stock which is payable as of the
dividend payment date, multiplied by (ii) the number of
Common Stock Units credited to the director's Deferred
Stock Account as of the applicable dividend record
date:
DIVIDED BY
(b) the price of a share of the Company's Common Stock on
the New York Stock Exchange during such period
immediately preceding and/or immediately following the
dividend payment date, as the Company shall determine.
4. Payment of Deferred Stock Accounts. (i) Each director,
or in the event of death, his or her beneficiary, shall be
entitled to receive one share of the Company's Common Stock for
each Common Stock Unit credited to his or her Deferred Stock
Account in such form, method and timing determined pursuant to
Sections 4(b), 4(c) and 4(d) below. Common Stock Units with
respect to which no transfer of stock has yet occurred shall
continue to be credited with dividend equivalents in accordance
with Section 3, above.
(b) Deferral Elections. Prior to January 1, 1995, or, if
later, upon a director's election to the Board, each director
shall execute and file an appropriate election form (the
"Deferral Election") with the Treasurer of the Company,
specifying the form, method and timing of distribution of his or
her Deferred Stock Account. The Deferral Election made hereunder
prior to January 1, 1995 (the "1995 Election") shall control the
distribution of (a) all amounts deferred pursuant to the 1995
Election, and (b) effective on the second anniversary of the date
the 1995 Election is made, all amounts the distribution of which
is subject to a distribution election made prior to the 1995
Election, in each case, unless a subsequent valid Deferral
Election is filed; provided, however, that, the 1995 Election
shall not be effective with respect to the timing and
distribution of any deferral that the director is, or is
scheduled to be, receiving within two years following the date
such 1995 Election is made.
<PAGE>
(c) Distributions under this Section 4 shall begin as
soon as practicable following the date specified in the
director's Deferral Election, but may not begin earlier than as
soon as practicable following March 31, next following the date
on which the director ceases to be a director for any reason;
provided, however, that in no event may distribution commence
later than as soon as practicable following March 31, following
the calendar year in which the director attains age seventy (70).
Such payment shall be made, pursuant to the director's election
in the Deferral Election, (i) in the form of a lump-sum payment,
(ii) in substantially equal annual installments over a period not
to exceed ten years, or (iii) in any combination of (i) and (ii)
above. If a director elects installment payments, the unpaid
balance thereof shall continue to accrue interest, earnings and
dividend equivalents, computed in accordance with the provisions
of Section 3, and shall be prorated and paid over the installment
period.
A director may change his or her prior Deferral
Election at any time, and from time to time; provided, however,
that any such Deferral Election shall not become effective until
the second anniversary of the date such Deferral Election is
made; and provided, further, that no Deferral Election with
respect to the distribution of amounts attributable to any
portion of a director's Deferred Stock Account shall be effective
if the director is, or is scheduled to be, receiving
distributions with respect to such deferral within two years
following the date such subsequent Deferral Election is made. In
the event a Deferral Election does not become effective, the
prior valid Deferral Election of such director shall govern the
form, method and timing of distribution.
A Director shall also elect on the Deferral Election,
to receive distributions of amounts credited to his or her
Deferred Stock Account in cash or in shares of Common Stock;
provided, however, that if he or she is a person subject to
Section 16(b) of the Securities Exchange Act of 1934, the
election shall be made either (1) at least six (6) months prior
to the date of distribution, or (2) during the period beginning
on the third business day following the date of release of the
Company's quarterly or annual summary statements of sales and
earnings and ending on the twelfth business day following such
date. The amount to be paid in cash with respect to any
distribution hereunder shall be equal to the product of (a) the
number of Common Stock Units in respect of which payment is to be
made, and (b) the price of a share of Common Stock on the New
York Stock Exchange during the period immediately preceding the
date of distribution, as the Company shall determine.
<PAGE>
(d) Notwithstanding the foregoing, in the event that,
with respect to any portion of a director's Deferred Stock
Account, (A) the director fails to timely elect the form, method
and/or timing of payment, (B) no valid election is filed with the
Company, or (C) the director has not filed an 1995 Election or
any Deferral Election subsequent thereto, such portion or
portions of the director's Deferred Stock Account shall be paid,
in shares of the Company's Common Stock (as the default for form
of payment), in ten substantially equal annual installments (as
the default for method of payment), commencing as soon as
practicable following the March 31, next following the date on
which the director ceases to be a director (as the default for
timing of payment).
5. Beneficiary. Each director may, from time to time, by
writing filed with the Treasurer of the Company, designate any
legal or natural person or persons to whom shares of the
Company's Common Stock or cash attributable to Common Stock Units
are to be transferred if the director dies prior to receipt of
such shares or cash. A beneficiary designation shall be
effective only if the signed form is filed with the Treasurer of
the Company while the director is alive and shall cancel all
beneficiary designation forms filed earlier. If a director fails
to designate a beneficiary as provided above, or if all
designated beneficiaries die before the director, all shares or
cash attributable to such Common Stock Units shall be transferred
to the director's spouse, children (per stirpes), parents or
estate (in that order), as soon as practicable after such death.
6. Acceleration. The Company may accelerate the transfer
of shares of Common Stock or cash with respect to Common Stock
Units credited to the Deferred Stock Account of any director or
directors for reasons of individual hardship, changes in tax laws
or accounting principles or any other reason which negates or
diminishes the continued value of the Deferred Stock Account to
the Company or its directors.
<PAGE>
7. Nontransferability. Except as otherwise required by
applicable law, no rights under the Plan, contingent or
otherwise, shall be assignable or subject to any encumbrance,
pledge or charge of any nature, except that, under such rules and
regulations as the Company may establish, a director may
designate a beneficiary to receive, in the event of death, any
amount that would otherwise have been payable to the director or
that may become payable on account of his or her death except
that, if any amount shall become payable to the executor or
administrator of the director, such executor or administrator may
transfer the right to the payment of any such amount to the
person, persons or entity (including a trust) entitled thereto
under the will of the director or, in case of intestacy, under
the laws relating to intestacy.
8. Shareholder Status. A director or beneficiary shall
have none of the rights of a shareholder until shares of Common
Stock, if any, are issued or transferred in accordance with
Section 4. Prior to the date of transfer, the Company's
obligation under this Plan is an unsecured promise to deliver
shares of the Company's Common Stock or cash. The Company may,
but shall not be required to, hold any such shares or cash in
trust or as a segregated fund.
9. Changes in Stock. In the event of any change in the
outstanding shares of the Company's Comon Stock by reason of any
stock dividend, stock split, recapitalization, merger,
consolidation, exchange of shares or other similar corporate
change, the number of Common Stock Units to be credited in
accordance with Section 2 and the number of Common Stock Units
actually credited to the Deferred Stock Accounts shall be
adjusted proportionately; provided, however, that if a
proportional adjustment cannot be made or the Board of Directors
of the Company determines that further adjustment is appropriate
to fairly accomplish the purposes of the Plan, the Board of
Directors shall make such equitable adjustment under the Plan as
it determines will fairly preserve the intended benefits of the
Plan to the participants and the Company.
10. Successors. This Plan shall be binding upon any
assignee or successor in interest to the Company whether by
merger, consolidation or sale of all or substantially all of the
Company's assets.
<PAGE>
11. Amendment and Termination. The Board of Directors of
the Company may, from time to time, amend or terminate the Plan;
provided, however, that no such amendment or termination shall
adversely affect the rights of any director or, if the director
is deceased, his or her beneficiary without his or her consent
with respect to Common Stock Units credited prior to such
amendment or termination.
<PAGE>
1994 EXECUTIVE INCENTIVE COMPENSATION PLAN
November, 1993
<PAGE>
The Wm. Wrigley Jr. Company has provided an Executive
Incentive Compensation Plan for selected managers since 1978.
This is not a continuing plan but is reviewed by the Compensation
Committee of the Board of Directors each year to determine if a
plan should be adopted for that year, the positions which will be
eligible to participate, and the associated companies which will
be included.
The Compensation Committee has authorized the 1994 Plan.
Participants have an opportunity to receive awards based on
corporate and individual performance during the corporate fiscal
year from January 1, 1994, through December 31, 1994. Those
selected to participate will not take part in any group
achievement fund or similar incentive plan which their particular
unit may provide for employees. Each associated company will
bear the appropriate cost of awards made to employees.
Awards are calculated on the base annual salary each
participant actually earns during the plan year. Most
participants are paid base annual salary in 12 monthly
increments, but managers of some international associated
companies receive their base salary in 13 or more increments.
Incentive awards will be distributed in the first quarter of
1995 when the financial results of the company and the respective
units are known for the 1994 fiscal year.
PURPOSES OF THE PLAN
1. Maintain a total cash compensation package
for participating managers commensurate with
accountability and competitive with the
industry.
2. Recognize and reward participating managers
in accord with current performance.
3. Encourage and reward individual initiative,
creativity, and extra effort which result in
measurable improvements in your company's
operations.
4. Encourage teamwork.
5. Relate incentive awards to overall corporate
or unit performance as well as individual
accomplishment.
<PAGE>
6. Encourage participating managers to develop
and carry out unit and departmental goals
which support and enhance corporate longer
range goals.
7. Maintain an earnings opportunity for
participants which will retain and, when
necessary, attract outstanding performers.
AWARD LEVELS
The 1994 Executive Incentive Compensation Plan has various
levels reflecting the individual accountability and impact on
company operations of the participants. Target award levels are
earned by fully meeting performance criteria on challenging and
realistic personal, unit, and/or corporate goals and by fully
effective teamwork. Higher awards up to a maximum of 150% of
target levels are earned for truly outstanding and exceptional
achievements above target performance.
All participants are assigned weightings for individual
performance elements which can include unit goals, personal
goals, and teamwork effectiveness. Based on accountability some
participants also have a corporate performance element. The sum
of each participant's element weightings total 100. Each element
is rated separately using the performance standards defined in
Exhibit I.
Each personal goal and unit goal within those respective
elements is separately rated, totaled, and averaged. These
average ratings may be adjusted up to plus or minus 15 percentage
points to reflect performance not otherwise measured in the
ratings for the separate goals if, in the judgment of the person
evaluating performance, a change is justified.
The teamwork rating is based on each participant's
effectiveness as a manager in making the team work - - -
responsive, cooperative, and a positive contributor toward
optimum end results with top priority to company rather than to
personal success.
The maximum rating for any goal is 150%. The minimum rating
for any goal is 30%. If the adjusted average rating for any
element is below 50%, no award is earned for that element.
Element ratings of 50% or more are multiplied by the
respective element weightings and totaled. The total weighted
performance is multiplied by a participant's target opportunity
percent to determine the award expressed as a percent of salary.
<PAGE>
GOAL SETTING PROCEDURE
Corporate Goals
The President and Chief Executive Officer will present 1994
corporate goals to the Compensation Committee when it evaluates
corporate performance for the prior year Plan. These goals will
be approved by the Board of Directors at its next regular
scheduled meeting. Corporate goals will include target, minimum,
and outstanding levels of performance where appropriate to serve
as a guide to the Compensation Committee when it evaluates
corporate performance for the Plan year.
Unit Goals
Each unit will set goals at the beginning of the Plan year
which are approved by appropriate managers. Units with consumer
sales will use the format outlined on Form A. Units with no
consumer sales will use the format outlined on Form B. Goals
must set target, minimum and outstanding levels of performance.
The units for the 1994 Plan are listed below:
UNITS WITH CONSUMER SALES
U. S. Chewing Gum
Sales Department
Sales Divisions
Consumer Advertising
Amurol Products Company
Wrigley Canada
International Group
International Region - Germany, Austria, EMD,
Eastern Europe, Russia
International Region - U.K., Kenya, Spain, Italy
International Region - Scandinavia, W.M.F.,
Netherlands
International Region - Philippines, Taiwan,
Hong Kong, China, Malaysia
International Region - Latin America
Australia
<PAGE>
UNITS WITH NO CONSUMER SALES
U. S. Manufacturing
Chicago Factory
Santa Cruz Factory
Gainesville Factory
L. A. Dreyfus Company
WRICO Packaging
Wrigley France-Biesheim
Manufacturing Pacific Orient
Personal Goals
Personal goals are established at the beginning of the Plan
year and approved by appropriate managers. The format for
setting these goals is shown on Form E. Participants are
generally limited to three personal goals which must be
opportunities for significant accomplishment that can be
measured. Target, minimum, and outstanding levels of performance
must be included with each goal.
When appropriate, several participants may be assigned the
same personal goal with shared accountability for results. All
participants will receive the same accomplishment rating for a
shared personal goal.
ACCOMPLISHMENTS
Corporate Award
The President and Chief Executive Officer will evaluate
corporate performance and recommend a rating for the Compensation
Committee's consideration based on the following criteria:
- How successfully the management team achieved corporate
goals approved by the Board of Directors at the
beginning of the fiscal year.
- Progress made toward longer term corporate objectives
and strategies in light of conditions pertaining during
the year.
- How well the management team responded to all factors
-- internal and external -- which affected corporate
performance during the year.
<PAGE>
Based on this assessment, the Compensation Committee will
rate corporate performance using the standards of performance as
defined in Exhibit I.
Individual Awards
Individual performance awards are based on accomplishment of
unit goals where appropriate, personal goals, and teamwork
effectiveness. Performance is evaluated by the manager to whom
each participant reports and reviewed by a committee of senior
management with final approval by the President and Chief
Executive Officer.
Toward the end of the Plan year the Personnel Department
will distribute individual appraisal forms (Exhibit II) to the
managers who direct the work of the participants and who approved
the unit and personal goals. These managers will recommend
ratings for individual performance for each of the participants
under their direction:
Each participant with unit goals will submit unit
accomplishments using Form C for units with consumer sales and
Form D for others. All participants will submit accomplishments
for personal goals using Form F. Target, minimum, and
outstanding performance levels will be the same as established
when the goals were set. Participants will measure
accomplishment of unit and personal goals using the following
formulas in the appropriate section of the forms.
A = Accomplishment
T = Target Goal
M = Minimum Acceptable Performance
O = Outstanding Performance
If accomplishment exceeds target
% Rating = 100 + A-T
X 50
O-T
If accomplishment is less than target
% Rating = 100 - T-A
X 50
T-M
Examples illustrating how these formulas are applied are
shown on Exhibit III. These formulas lend themselves to
measuring goals which can be objectively defined with numeric
values. Some personal goals will require subjective ratings
because they cannot readily be reduced to numeric values.
Participants will suggest the numeric rating which should be
assigned to the accomplishment of each of these goals. Ratings
may be modified in the review process.
<PAGE>
Individual performance ratings will be combined with the
corporate rating where appropriate, and the total performance
rating for each participant will be established.
Exhibit IV illustrates how a typical award will be
calculated.
President and Chief Executive Officer Award
The Compensation Committee of the Board of Directors will
determine the award for this executive, and 100% weighting will
be on personal performance. When rating, the Compensation
Committee will consider the Chief Executive's effectiveness in
guiding the affairs of the company as evaluated largely by
corporate performance and progress toward longer range objectives
and strategies. The award may be at the same level as the
corporate evaluation, or may be different, in the sole discretion
of the Compensation Committee.
<PAGE>
EXHIBIT I
1994 EXECUTIVE INCENTIVE COMPENSATION PLAN
Wm. Wrigley Jr. Company
STANDARDS FOR
PERSONAL, CORPORATE/UNIT PERFORMANCE
Individual/
Unit/Corporate
Performance
Definition Rating
Outstanding performance; significantly 150
exceeded criterion.
Excellent performance; criterion exceeded. 120
Target performance; criterion fully met. 100
Good performance; criterion generally met, or 90
acceptable under the circumstances.
Reasonable performance under the circumstances; 60
criterion partially met.
Minimum acceptable performance. 50
Performance below acceptable levels. 30
<PAGE>
<TABLE>
EXHIBIT II
SUMMARY APPRAISAL
1994 EXECUTIVE INCENTIVE
COMPENSATION PLAN
<CAPTION>
PARTICIPANT: APPRAISER: INITIALS: DATE:
<S> <C> <C> <C> <C>
<C>
RATING X WEIGHT WEIGHTED X TARGET
= AWARD
% % PERFORMANCE %
%
UNIT GOALS:
#1
#2
TOTAL
AVG
ADJ + 15 pts
ADJ AVG
PERSONAL GOALS:
#1
#2
#3
TOTAL
AVG
ADJ + 15 pts
ADJ AVG
TEAMWORK 10* 1993 Rating
TOTAL INDVL. PERF.
ADJ. TO 100% BASIS
CORP. PERF.
GRAND TOTAL 100
COMMENTS:
Review Review Review
*TEAMWORK WEIGHTING IS 10% FOR ALL PARTICIPANTS
</TABLE>
<PAGE>
<TABLE>
Exhibit III
EXAMPLE
1994 ACCOMPLISHMENTS
UNITS WITH CONSUMER SALES
<CAPTION>
GOALS REV. ORIG. FORECAST GOAL
1994 ACTUAL
OVER/(UNDER)
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C>
1991 1992 1993 1994 % O/U 1993 1994 % O/U 1993
1994 1993 1994 GOAL
1. UNIT VOLUME TO
OUTSIDE CUSTOMERS 50,000 51,000 53,000 55,000 3.8 55,000 3.8
54,500 1500 (500)
2. PROFIT FROM
OPERATIONS U.S.$ 11,089 16,289 10,760 10,800 .4 11,600 7.8
12,200 1440 600
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET
OUTSTANDING R A N G E
#
%
GOAL #1 50% 53,000 55,000 57,000
2,000 3.6
GOAL #2 50% 10,000 11,600 13,200
1,600 13.8
EQUATIONS FOR DETERMINING RATING
GOAL #1
100 - 55,000-54,500
X 50 = 87.5
55,000-53,000
GOAL #2
100 + 12,200-11,600
X 50 = 118.8
13,200-11,600
</TABLE>
<PAGE>
<TABLE>
EXHIBIT IV
Wm. Wrigley Jr. Company
SAMPLE AWARD - 1994
<CAPTION>
HOW THE PLAN WORKS
<S> <C> <C>
ASSUME:
Participant Award Level D
Base Salary $60,000
Target Incentive Opportunity 30%
Target Award $18,000
INCLUDES: ELEMENT TARGET
WEIGHTING AWARD
ELEMENTS
Unit Goals 50 $ 9,000
Personal Goals 20 3,600
Teamwork 10 1,800
Individual Performance 80 $14,400
Corporate Performance 20 3,600
Target Award 100 $18,000
AWARD DETERMINATION: RATING WEIGHTED
% PERFORMANCE
ELEMENTS
Unit Goals 112 56.0 $10,080
Personal Goals 85 17.0 3,060
Teamwork 110 11.0 1,980
Individual Performance 84.0 $15,120
Corporate Performance 120 24.0 4,320
AWARD 108.0 $19,440
Percent of Base Salary 32.4%
</TABLE>
<PAGE>
<TABLE>
Form
A
PARTICIPANT 1994 UNIT GOALS
UNIT UNITS WITH CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
1994 REV. ORIG. F'CAST
1994 GOAL
<S> <C> <C> <C> <C> <C>
<C> <C>
% O/U
% O/U
GOAL: 1991 1992 1993 1994 1993
1994 1993
1. UNIT VOLUME TO OUTSIDE CUSTOMERS:
2. PROFIT FROM OPERATIONS U.S.$:
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET
OUTSTANDING R A N G E
#
%
GOAL #1
GOAL #2
PARTICIPANT'S
SIGNATURE DATE
APPROVED DATE
</TABLE>
<PAGE>
<TABLE>
Form
B
PARTICIPANT 1994 UNIT GOALS
UNIT UNITS WITH NO CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
1994 REV. ORIG. F'CAST
1994 GOAL
<S> <C> <C> <C> <C> <C>
<C> <C>
% O/U
% O/U
GOAL: 1991 1992 1993 1994 1993
1994 1993
#1
#2
#3
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET
OUTSTANDING R A N G E
#
%
GOAL #1
GOAL #2
GOAL #3
PARTICIPANT'S
SIGNATURE DATE
APPROVED DATE
</TABLE>
<PAGE>
<TABLE>
Form C
PARTICIPANT 1994 ACCOMPLISHMENTS - UNIT GOALS
UNIT UNITS WITH CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
GOAL REV. ORIG. F'CAST GOAL
1994 ACTUAL
OVER/(UNDER)
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C>
1991 1992 1993 1994 % O/U 1993 1994 % O/U 1993
1994 1993 1994 GOAL
1. UNIT VOLUME TO
OUTSIDE CUSTOMERS:
2. PROFIT FROM
OPERATIONS U.S.$:
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET
OUTSTANDING R A N G E
#
%
GOAL #1
GOAL #2
EQUATIONS FOR DETERMINING RATING
PARTICIPANT'S
SIGNATURE DATE
APPROVED DATE
</TABLE>
<PAGE>
<TABLE>
Form D
PARTICIPANT 1994 ACCOMPLISHMENTS - UNIT GOALS
UNIT UNITS WITH NO CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
GOAL REV. ORIG. F'CAST GOAL
1994 ACTUAL
OVER/(UNDER)
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C>
1991 1992 1993 1994 % O/U 1993 1994 % O/U 1993
1994 1993 1994 GOAL
#1
#2
#3
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET
OUTSTANDING R A N G E
#
%
GOAL #1
GOAL #3
EQUATIONS FOR DETERMINING RATING
PARTICIPANT'S
SIGNATURE DATE
APPROVED DATE
</TABLE>
<PAGE>
<TABLE>
FORM
E
1994 PERSONAL GOALS
PARTICIPANT
DEPARTMENT OR UNIT REVIEW COMMENTS:
GOAL # PAGE
DATE SUBMITTED
<S> <C> <C> <C> <C>
GOAL: ESTIMATE
COST TO ACHIEVE GOAL:
HOW RESULTS ARE TO BE MEASURED: R A N G E ( + / - )
# %
MINIMUM CAPITAL EXPENDITURE:
TARGET ACCOMPLISHMENT DATE:
COMPARISON TO 3-YEAR PRIOR
& REV. ORIG. F'CAST, IF
OUTSTANDING APPLICABLE:
1994
1994
1991 1992 1993
FORECAST GOAL
GOAL WEIGHT:
EXPECTED RESULTS:
PARTICIPANT'S
SIGNATURE
DATE
APPROVED BY
DATE
</TABLE>
<PAGE>
<TABLE>
FORM F
1994 ACCOMPLISHMENTS-PERSONAL
GOALS
PARTICIPANT
DEPARTMENT OR UNIT REVIEW COMMENTS:
RATING:
GOAL # PAGE
DATE SUBMITTED
<S> <C> <C> <C> <C>
<C>
GOAL AS SUBMITTED: ESTIMATE
ACTUAL
COST TO ACHIEVE GOAL:
HOW RESULTS ARE TO BE MEASURED: R A N G E ( + / -) CAPITAL
EXPENDITURE:
# %
MINIMUM ACCOMPLISHMENT DATE:
COMPARISON TO 3-YEAR PRIOR &
REV. ORIG. FORECAST, IF
TARGET APPLICABLE:
1994 1994
1994
1991 1992 1993 FORECAST
GOAL ACTUAL
OUTSTANDING
GOAL WEIGHT: EQUATION FOR
DETERMINING RATING:
EXPECTED RESULTS:
PARTICIPANT'S
ACTUAL RESULTS: SIGNATURE
DATE
APPROVED BY
DATE
</TABLE>
<PAGE>
WM. WRIGLEY JR. COMPANY MANAGEMENT INCENTIVE PLAN
I. General
1. Purpose. The purpose of the Wm. Wrigley Jr.
Company Management Incentive Plan (the "Plan") for key employees
of the Wm. Wrigley Jr. Company (the "Corporation") and its
subsidiaries (the Corporation, its operating units and its
subsidiaries in which it owns, directly or indirectly, a majority
of the voting stock being herein referred to as the "Company") is
to foster and promote the long-term financial success of the
Company and increase stockholder value by:
(a) attracting and retaining key personnel possessing
outstanding abilities; and
(b) motivating key employees by providing the
opportunity to participate with the stockholders
in the long-term growth and financial success of
the Company.
2. Plan. The Committee hereinafter designated, or the
Chief Executive Officer of the Company if delegated the authority
pursuant to Section 1.4 hereof with respect to eligible key
employees of the Company who are not directors or officers of the
Corporation, may grant to eligible key employees of the Company
(the "Participants") stock awards, stock options, stock
appreciation rights, performance units, share units, money
credits, or combinations thereof, on the terms and subject to the
conditions stated in this Plan.
3. Limitation on Shares to Be Issued. The maximum
number of shares of common stock of the Company, no par value
(the "Common Stock"), to be issued pursuant to all grants made
under the Plan shall be 900,000 shares, including shares to be
issued pursuant to any outstanding rights awarded under the Wm.
Wrigley Jr. Company Executive Incentive Compensation Deferral
Plan. Shares awarded pursuant to grants which, by reason of the
expiration, cancellation or other termination of grants prior to
issuance, are not issued, an restricted shares that are forfeited
after their issuance, shall again be available for future grants.
Shares of Common Stock to be issued may be authorized and
unissued shares of Common Stock, treasury stock or a combination
thereof.
<PAGE>
4. Administration of Plan. The Plan shall be
administered by a committee of three or more persons selected by
the Board of Directors of the Company (the "Board of Directors"
or "Board") from its own membership, which shall be the
Compensation Committee of the Board of Directors unless another
committee of the Board shall be designated by the Board (the
"Committee"). No member of the Committee shall be eligible to
participate in the Plan, and no person shall be appointed to, or
shall serve as a member of, the Committee unless at the time of
such appointment and service he shall be a "disinterested
person," as defined in Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as then in
effect or any successor provision.
The Committee shall, subject to the limitations of the
Plan, have full power and discretion to interpret and administer
the Plan; to establish selection guidelines; to select eligible
persons for participation; and to determine the form of grant,
either in the form of restricted stock, money credits, share
units, performance units, stock options or stock appreciation
rights or combinations thereof, the number of shares subject to
the grant, the fair market value of the Common Stock when
necessary, the restriction and forfeiture provisions relating to
restricted stock, the time and conditions of vesting or exercise,
the conditions, if any, under which time of vesting or exercise
may be accelerated, the conditions, form, time, manner and terms
of payment of any award, and all other terms and conditions of
the grant. The Committee may establish rules, regulations and
guidelines for the administration of the Plan, and impose,
incidental to a grant, conditions with respect to employment or
other activities not inconsistent with or conflicting with the
Plan. The Committee may, in its discretion, delegate to the
Chief Executive Officer of the Company the power and authority
with respect to the selection of, and grants to, eligible key
employees of the Company who are not directors or officers of the
Corporation, subject to the rules, regulations and guidelines of
general application prescribed by the Committee.
The interpretation by the Committee of the terms and
provisions of the Plan and the administration thereof, and all
action taken by the Committee, shall be final, binding and
conclusive on the Company, its stockholders, all Participants and
employees of the Company, and upon their respective
beneficiaries, successors and assigns, and upon all other persons
claiming under or through any of them. By accepting any benefits
under the Plan, each Participant, and each person claiming under
or through him, shall be conclusively deemed to have indicated
his acceptance and ratification of, and consent to, all
provisions of the Plan and any action or decision under the Plan
by the Company, the Board of Directors or the Committee.
<PAGE>
5. Adjustment Provisions. In the event that any
recapitalization, or reclassification, split-up or consolidation
of shares of Common Stock shall be effective, or the outstanding
shares of Common Stock are, in connection with a merger or
consolidation of the Company or a sale by the Company of all or a
part of its assets, exchanged for a different number or class of
shares of stock or other securities of the Company, or for shares
of the stock or other securities of any other corporation, or
new, different or additional shares of other securities of the
Company or of another corporation are received by the holders of
Common Stock or any distribution is made to the holders of Common
Stock other than a cash dividend, (a) the maximum number and
class of shares or other securities that may be issued or
transferred under the Plan, and (b) the number of share units or
the number and class of shares or other securities which are the
subject of any grant, shall in each case be equitably adjusted.
If an equitable adjustment cannot be made or the Board of
Directors determines that further adjustment is appropriate to
accomplish fairly the purposes of the Plan, the Board of
Directors shall make such equitable adjustment under the Plan as
it determines will fairly preserve the intended benefits of the
Plan to the Participants and the Company.
6. Purchase of Shares of Common Stock. It is
contemplated that the Company, although under no legal obligation
to do so, may from time to time purchase shares of Common Stock
for the purpose of paying all or any portion of any award payable
in or measured by the value of shares of Common Stock, or for the
purpose of replacing shares issued or transferred in payment of
all or part of an award. All shares so purchased shall, unless
and until transferred in payment of an award, be at all times the
property of the Company available for any corporate purpose, and
no Participant or employee or beneficiary, individually or as a
group, shall have any right, title or interest in any shares of
Common Stock so purchased.
7. Effective Date and Term of Plan. The Plan shall be
submitted to the stockholders of the Company for approval at the
1988 Annual Meeting of Stockholders of the Company scheduled to
be held on March 8, 1988, and shall be effective immediately upon
such approval by the stockholders of the Company. Awards may be
made and shares may be issued pursuant to the Plan on or after
its effective date pursuant to, and in accordance with,
agreements for the issuance thereof entered into prior to the
effective date. The Plan shall terminate ten years after it
becomes effective unless terminated prior thereto by action of
the Board of Directors of the Company. No further grants shall
be made under the Plan after termination, but termination shall
not affect the rights of any Participant under any grants made
prior to termination.
8. Amendments. The Plan may be amended or terminated
by the Board of Directors of the Company at any time and in any
respect, except that no amendment may be made without stockholder
approval if such amendment would -
(a) increase the maximum number of shares of Common
Stock available for issuance under the Plan;
(b) modify the class of eligible employees; or
(c) materially increase the benefits accruing to
Participants under the Plan.
Similarly, subject to obtaining the consent of the Participant
where required by contract law, the Committee may alter, amend or
modify any award or grant made pursuant to this Plan in any
respect not in conflict with the provisions of the Plan, if the
Committee deems such alteration, amendment or modification to be
in the best interests of the Participant or the Company by reason
of changes or interpretations in tax, securities or other
applicable laws.
9. Prior Plans. Upon the effectiveness of the Plan,
no further grants shall be made under the Wm. Wrigley Jr. Company
Stock Award Plan or Wm. Wrigley Jr. Company Executive Incentive
Compensation Deferral Plan. Any prior grants that were made
under such Plans shall be covered by the terms and conditions of
this Plan.
II. Stock Awards
1. Form of Award. Stock awards, whether performance
awards or fixed awards, may be made to selected Participants in
the form of shares of Common Stock, but which may be forfeitable
and/or with restrictions on transfer in any form as hereinafter
provided.
<PAGE>
2. Performance Awards. Awards may be made in terms of
a stated potential maximum number of shares, with the actual
number earned to be determined by reference to the level of
achievement of corporate, group, division, individual or other
specific objectives over a period or periods of not less than one
nor more than ten years. No right or interests of any kind shall
be vested in an individual receiving a performance award until
the conclusion of the period or periods and the determination of
the level of achievement specified in the award, and the time of
vesting thereafter shall be as specified in the award.
3. Fixed Awards. Awards may be made which are not
contingent on the performance of objectives but which are
contingent on the Participant's continuing in the employ of the
Company, rendering consulting services or refraining from
competitive activities for a period to be specified in the award,
which period shall be not less than one year.
4. Rights With Respect to Restricted Shares. Awards
may be made in the form of shares which are subject to
restrictions on transfer, as determined by the Committee. Unless
otherwise provided by the Committee, the Participant who receives
shares of restricted Common Stock shall have the right to vote
the shares and to receive dividends thereon from the dated of
issuance, unless and until forfeited.
5. Terms and Conditions. Awards shall contain such
terms and conditions as the Committee shall specify, including
without limitation restrictions on the sale or other disposition
of the shares, or the forfeiture of the awards upon termination
of employment prior to the expiration of a designated period of
time or the occurrence of other events. In addition, shares of
restricted Common Stock issued pursuant to an award shall be
released from the restrictions at the times determined by the
Committee. The award shall be paid to the Participant either in
shares of Common Stock having a fair market value equal to the
maturity value of the award, or in cash equal to the maturity
value of the award, or in such combination thereof as the
Committee shall determine.
III. Share Units
1. Credits. The Committee may in its discretion
provide that a Participant shall receive a credit of share units,
each of which is equivalent to a share of Common Stock except for
the power to vote and the entitlement to current dividends.
<PAGE>
2. Rights With Respect to Share Units. If share units
are credited to a Participant, amounts equal to dividends
otherwise payable on a like number of shares of Common Stock
after the crediting of the units may, in the discretion of the
Committee, be paid to the Participant as and when paid, or
converted into additional share units which shall be credited to
the Participant and held until later forfeited or paid out.
Share units may be paid to the Participant in the form of cash or
shares of Common Stock according to such requirements and
guidelines as the Committee shall deem appropriate.
IV. Money Credits
1. Credits. The Committee may in its discretion
provide that a Participant shall receive a credit of money
credits, which shall be in units of a dollar or a fraction
thereof.
2. Rights With Respect to Money Credits. If a
Participant is credited with money credits, a money account shall
be established for the Participant which shall be credited with
interest equivalents on amounts previously credited to the
account, or an amount equal thereto paid to the Participant, on a
calendar quarter basis compounded and at such rate as the
Committee determines to be appropriate from time to time. Money
credits may be paid to the Participant in the form of cash or
shares of the Company's Common Stock according to such
requirements and guidelines as the Committee shall deem
appropriate.
V. Stock Options
1. Grants. Options to purchase shares of Common Stock
of the Company may be granted to selected Participants.
2. Terms of Options. Options granted may either be
"incentive stock options" as defined in Section 422A(b) of the
Internal Revenue Code of 1986 (the "Code") or nonstatutory stock
options. No option shall be exercisable more than ten years
after the date of grant. The per share option price shall be not
less than 100% of the fair market value at the time the option is
granted. Upon exercise, the option price may be paid in cash, in
shares of Common Stock having a fair market value equal to the
option price or a combination thereof, and the Committee may, in
<PAGE>
its discretion, require as a condition of exercise that the
optionee pay to the Company any federal, state or local
withholding tax required by law to be paid over as a result of
such exercise, which payment may be made in cash or in shares of
Common Stock having a market value equal to the amount of the
required withholding tax. Options shall not be transferable,
except that such options may be exercised by the executor,
administrator or personal representative of a deceased optionee
through a period not to exceed the date on which the option
expires or three years after the death of such optionee,
whichever is earlier. Options may be exercised during the
optionee's continued employment with the Company and for such
period thereafter, not to exceed three years, as the Committee
may determine, but in no event after the date on which the option
expires.
3. Incentive Stock Options. With respect to
"incentive stock options" as defined in Section 422(A)(b) of the
Code, the aggregate fair market value (determined at the time the
option is granted) of the Common Stock with respect to which
incentive stock options are exercisable for the first time by
such individual during any calendar year (under all plans of the
Company) shall not exceed $100,000.
VI. Stock Appreciation Rights
1. Grants. Rights may be granted to selected
Participants entitling the grantee to receive cash or shares of
Common Stock having a fair market value equal to the appreciation
in market value of a stated number of shares of Common Stock from
the date of grant, or in the case of rights granted in tandem
with or by reference to a stock option granted simultaneously
with or prior to the grant of such rights, from the date of grant
of the related stock option to the date of exercise.
2. Terms of Grant. Such rights may be granted in
tandem with or with reference to a related stock option, in which
event the grantee may elect to exercise either the option or the
right (as to the same shares of Common Stock subject to the
option and the right), or the right may be granted independently
of a related stock option. The right shall be exercisable not
more than ten years after the date of grant. Stock appreciation
rights shall not be transferable, except that such rights may, if
the grant so provides, be exercised by the executor,
administrator or personal representative of the deceased grantee
within three months after the death of the grantee, and rights
<PAGE>
may be exercised during the individual's continued employment
with the Company and for a period not in excess of three months
following termination of employment, provided that if the grantee
is a member of the Board of Directors, the stock appreciation
rights may, if the term of the grant so provides, be exercised
following termination of employment for three months or during
such longer period as the grantee shall continue to serve as a
member of the Board of Directors.
3. Payment on Exercise. Upon exercise of a right, the
grantee shall be paid the excess of the then fair market value of
the number of shares to which the right relates over the fair
market value of such number of shares at the date of grant of the
right or of the related stock option, as the case may be. Such
excess shall be paid in cash or in shares of Common Stock having
a fair market value equal to such excess, or a combination
thereof, as the Committee shall determine.
VII. Performance Units
Performance units may be granted subject to such terms
and conditions as the Committee in its discretion shall
determine. The Committee shall establish a dollar value for each
performance until, the performance goals to be attained in
respect of the performance unit, the various percentages of
performance unit value to be paid out upon the attainment, in
whole or in part, of the performance goals and such other
performance unit terms, conditions and restrictions, as the
Committee shall deem appropriate. As soon as practicable after
the determination of the performance period, the Committee shall
determine the payment, if any, which is due on the performance
unit in accordance with the terms thereof. The Committee shall
determine, among other things, whether the payment shall be made
in the form of cash or shares of Common Stock, or a combination
thereof.
VIII. Loans
The Committee may, in its discretion, authorize loans
by the Company to Participants in connection with the grant of
stock awards or the exercise of options or stock appreciation
rights. The loans shall be subject to such terms and conditions
not inconsistent with the Plan as the Committee shall impose from
time to time. Every loan shall meet all applicable laws,
regulations and rules of the Internal Revenue Service, the
Federal Reserve Board and any other governmental agency having
jurisdiction.
<PAGE>
WM.WRIGLEY JR. COMPANY
EXECUTIVE INCENTIVE COMPENSATION DEFERRAL PROGRAM
1. Introduction
The Wm. Wrigley Jr. Company Executive Incentive
Compensation Deferral Plan was made effective on December 1,
1986, became the Wm. Wrigley Jr. Company Executive Incentive
Compensation Deferral Program (the "Deferral Program"), and was
integrated into and became a part of the Wm. Wrigley Jr. Company
Management Incentive Plan, effective August 27, 1988. The
Deferral Program was amended and restated effective as of
December 1, 1990, was further amended and restated effective as
of December 20, 1991 and January 13, 1993, and is hereby further
amended and restated, effective as of October 25, 1994, as set
forth herein, with retroactive effect as provided herein.
Reference is made to the Deferral Program effective as of January
13, 1993, for additional provisions relating to deferrals made
prior to the effective date hereof.
2. Purpose
The purpose of the Deferral Program is to provide
eligible executives of Wm. Wrigley Jr. Company (the "Company")
with the opportunity of deferring all or any portion of their
award under the 1986 Executive Incentive Compensation Plan or any
successor plan (the "Incentive Plan").
3. Eligibility
Each executive of the Company who is eligible to
receive an award under the Incentive Plan shall be eligible to
defer all or any portion of the award under the Deferral Program.
<PAGE>
4. Participation and Deferral Election
(a) Participation. Prior to the beginning of
each plan year for purposes of the Incentive Plan (each, an
"Incentive Plan Year"), commencing with the Incentive Plan Year
beginning as of January 1, 1994 (the "1994 Incentive Plan Year"),
each eligible executive may elect to participate in the Deferral
Program by directing that any portion of the executive's award
under the Incentive Plan earned during such Incentive Plan Year,
up to one hundred percent (100%) of such award, be credited to a
deferred compensation account.
(b) Deferral Elections; Deferral Options. Each
eligible executive shall execute and file with the Treasurer of
the Company an appropriate election form to participate in the
Deferral Program (the "Deferral Election"), specifying the
portion, if any, of the award to be deferred up to a maximum
deferral of 100% of such award. The deferred award shall be
credited in increments of 10% (expressed as a percentage of the
amount deferred pursuant to Section 4(a) above), as specified by
the executive on the Deferral Election, among the deferral
options described below. The deferral options described in
clauses (i) and (ii) below together are hereinafter referred to
as the "Investment Options." The deferral options are as
follows:
(i) with respect to all participants: as share
units (a unit equivalent to a share of the Common Stock
of the Company (the "Common Stock"));
(ii) with respect to all participants: as credits
("Investment Fund Credits") equivalent to amounts invested
in any of the investment funds offered, from time to time,
to employees participating in the Special Investment and
Savings Plan for Wrigley Employees, or in any other or
additional fund or funds as the Compensation Committee shall
determine (each an "Investment Fund," and together the
"Investment Funds");
(iii) with respect to all participants for
deferral elections made prior to January 1, 1994: as
variable money credits (credits in units of a dollar or
a fraction thereof); provided, however, that
notwithstanding any other provision in the Deferral
Program to the contrary, no election made on or after
January 1, 1994, may specify that any portion of any
deferred award be credited as variable money credits
and effective as soon as practicable following January
1, 1995 (the "Transfer Date") all amounts credited as
variable money credits shall be transferred to such
Investment Fund as the Compensation Committee shall
designate, and shall be redesignated as Investment Fund
Credits; and
<PAGE>
(iv) solely with respect to executives who are
employed in the United States by the Company or by any
of its affiliates, unless and until otherwise
determined by the Compensation Committee for deferral
elections made prior to December 20, 1991: as fixed
money credits (credits in units of a dollar or a
fraction thereof); provided, however, notwithstanding
any other provision in the Deferral Program to the
contrary, no election made on or after December 20,
1991, may specify that any portion of any deferred
award be credited as fixed money credits.
Notwithstanding the foregoing, the Compensation Committee may,
from time to time, discontinue any of the Investment Funds
described in clause (ii) above. In such event, the executive
shall execute and file an appropriate election form with the
Treasurer of the Company, to transfer the amounts deferred in the
discontinued Investment Fund to such other Investment Options as
the Compensation Committee shall make available at such time. In
the event that the executive fails to timely elect a new
Investment Option, such amounts shall be transferred to an
Investment Option that is deemed appropriate.
(c) Deferral Transfers. The executive may elect
to transfer amounts deferred as fixed or variable money credits,
share units or Investment Fund Credits into share units or
Investment Fund Credits, including transferring Investment Fund
Credits from one Investment Fund to a different Investment Fund;
provided, however, that any such election must be made during the
period beginning on the third business day following the date of
the release of the Company's quarterly or annual summary
statement of sales and earnings and ending on the twelfth
business date following such date; and provided, further, that in
no event may any such election become effective sooner than
twenty-four (24) months following the effective date of any prior
transfer election. A transfer election pursuant to this Section
4(e) shall be made on an appropriate election form executed and
filed by the executive with the Treasurer of the Company.
<PAGE>
(d) Prescribed Minimum Deferrals.
Notwithstanding any other provision of the Deferral Program to
the contrary, the Compensation Committee may, from time to time,
in its discretion, prescribe minimum deferral dollar amounts for
purposes of Section 4(b) hereof.
5. Deferred Compensation Accounts
(a) Accounts. There shall be established for
each executive an account to be designated as a deferred
compensation account. As soon as practicable after the granting
of an award under the Incentive Plan, the deferred compensation
account of such executive shall be credited with an amount equal
to the portion of the award that the executive shall have elected
to defer. Notwithstanding the foregoing, any amounts credited as
fixed money credits shall be deemed to have been so credited as
of the first day of the year following the Incentive Plan Year
with respect to which such amounts are credited. Effective as of
the 1995 Incentive Plan Year (or to the extent of the amounts
deferred pursuant to the "1994 Special Deferral Elections,"
effective as of April 1, 1994), the amounts deferred under the
Deferral Program shall be credited as share units and Investment
Fund Credits. Amounts previously deferred have also been
credited as variable money credits and fixed money credits.
Amounts deferred under the Deferral Program are
credited pursuant to the terms specified by the executive in the
Deferral Election, with the number of share units being
determined on the basis of the price of the Common Stock on the
New York Stock Exchange during such period immediately preceding
and/or immediately following the date or dates the share units
are credited, as the Compensation Committee shall determine.
(b) Dividends on Share Units. As soon as
practicable following the payment date for dividends on the
Common Stock with respect to which share units are standing to
the credit of an executive, the deferred compensation account of
such executive shall be credited with dividend equivalents equal
to the sum of all cash dividends that such executive would have
received on such date, had the executive been the owner of a
number of shares of the Common Stock equal to the number of share
units in the executive's deferred compensation account on the
record date for such dividend. The amount so credited shall be
converted into additional share units with the number of share
units being determined on the basis of the price of the Common
Stock on the New York Stock Exchange during such period
immediately preceding and/or immediately following the date or
dates as of which dividends are credited, as the Compensation
Committee shall determine.
<PAGE>
(c) Variable Money Credits Prior to the Transfer
Date. As of the end of each Incentive Plan Year during which
variable money credits are standing to the credit of an executive
until the earlier of (i) the end of the Incentive Plan Year in
which the executive shall have ceased to be an employee of the
Company and all affiliates, and (ii) the Transfer Date, the
deferred compensation account of such executive shall be credited
with interest equivalents at a rate, compounded quarterly, equal
to the rate paid on investments in The Putnam Stable Value Fund,
or such other fund or funds as the Compensation Committee shall
determine from time to time on a prospective basis.
(d) Fixed Money Credits. As of the end of each
Incentive Plan Year during which fixed money credits are standing
to the credit of an executive, the deferred compensation account
of such executive shall be credited with interest equivalents at
a rate (the "Applicable Rate") established by the Compensation
Committee with respect to each Incentive Plan Year and
communicated by the Compensation Committee to each eligible
executive prior to the time elections with respect to such
Incentive Plan Year are required to be made pursuant to Section
4(a) above, compounded annually. Such credits shall be converted
into additional fixed money credits.
(e) Investment Fund Credits. During such period
as Investment Fund Plan Credits are standing to the credit of an
executive, the amount of such executive's deferred compensation
account deferred with respect to each Investment Fund, shall be
credited with interest and earnings (including gains and losses)
equivalent to the amount that would have accrued during such
period had the amount so credited been actually invested in such
Investment Fund.
<PAGE>
6. Distribution in Respect of Deferred Compensation
Accounts
(a) Deferral Elections made prior to January 1,
1994: Prior to January 1, 1994, each executive then
participating in the Deferral Program elected, in his or her
Deferral Election, a form of payment each time such executive
elected to participate in the Deferral Program.
If, with respect to amounts deferred pursuant to such
Deferral Elections, distribution of an executive's deferred
compensation account has commenced, or is scheduled to commence
prior to January 1, 1997, then the distribution forms described
in this Section 6(a) and so elected by such executive shall
remain in effect with respect to such deferred amounts. In such
event, share units shall be distributed in the manner described
in clause (i) or (ii) below, variable money credits and
Investment Fund Credits that were characterized as variable money
credits prior to the Transfer Date (which, for purposes of this
Section 6(a), shall also be referred to as variable money
credits) shall be distributed in the manner described in clause
(i), (ii) or (iii) below, and fixed money credits shall be
distributed in either of the forms set forth in (iv), (v) or (vi)
below:
(i) With respect to share units and variable
money credits: annual installments payable as soon as
practicable after January 1 of each year for a period
of five or ten years beginning with (x) the year
following the year in which the executive terminates
service with the Company and all affiliates or (y) the
year following the earlier of the year in which the
executive attains age sixty-five (65) (or any later age
specified by the executive in such election) or the
year in which the executive terminates service with the
Company and all affiliates. The number of share units
and the amount of variable money credits in respect of
which payment is to be made on each payment date shall
be determined by multiplying the number of all share
units and all variable money credits credited to the
executive on such date by a fraction, the numerator of
which shall be one and the denominator of which shall
be the number of installments remaining to be paid to
the executive (or in case of the death of the
executive, to the executive's Beneficiary, as defined
in Section 7(e) hereof), immediately prior to such
January 1.
<PAGE>
(ii) With respect to share units and variable
money credits: a lump-sum payment as soon as
practicable following the January 1, of the year, or
the fifth or tenth year, following (x) the year in
which the executive terminates service with the Company
and all affiliates or (y) the earlier of the year in
which the executive attains age sixty-five (65) (or any
later age specified by the executive in such election)
or the year in which the executive terminates service
with the Company and all affiliates.
(iii) With respect to variable money credits: a
lump-sum payment as soon as practicable following the
January 1, of the fifth, tenth, fifteenth or twentieth
year following the Incentive Plan Year for which the
applicable award was granted, but no later than the
tenth anniversary of the executive's termination of
service with the Company and all affiliates.
(iv) With respect to fixed money credits:
fifteen (15) equal annual installments commencing in
the year following the earlier to occur of the year in
which the executive retires from service with the
Company and all affiliates or attains age sixty-five
(65); provided, however, that if the executive will
have attained at least age fifty-five (55) on the date
as of which the deferred amounts will be credited as
fixed money credits, such executive may elect instead
to receive ten equal annual installments commencing in
the year following the year in which the executive
attains age seventy (70). Each installment shall be
paid as soon as practicable following the January 1, of
the year in which such payment is scheduled to be paid.
The number of fixed money credits in respect of which
payment is to be made on each payment date shall be an
amount such that, after giving effect to the total
number of distributions to be made and the continued
crediting of interest equivalents (pursuant to Section
5(e) above) at the Applicable Rate on the unpaid
balance, there will be no fixed money credits credited
to the executive upon payment of the final installment.
<PAGE>
(v) With respect to fixed money credits: A
lump-sum payment as soon as practicable following the
January 1, of the year designated by the executive for
payment; provided, however, that such designated year
may not be later than the year following the earlier of
the year in which the executive retires from service
with the Company and all affiliates or attains age
sixty-five (65).
(vi) With respect to fixed money credits:
Notwithstanding the provisions of clause (iv) and (v)
above to the contrary, in the event that when the
executive terminates service with the Company and all
affiliates, the executive is not eligible for, or has
not elected to commence receipt of, immediate benefits
under the Wrigley Retirement Plan, the Compensation
Committee shall distribute in one lump-sum the entire
value of the executive's deferred compensation account
credited as fixed money credits. Such lump-sum shall
be paid as soon as practicable following the January 1,
of the year following the year in which the executive
terminates service with the Company and all affiliates.
(b) Deferral Elections made after January 1,
1994:
(i) Effective with respect to amounts deferred
pursuant to Deferral Elections made after January 1, 1994,
the executive, prior to January 1, 1995, shall make a
distribution election (the "1995 Election") pursuant to this
Section 6(c) that controls the distribution of (A) all
amounts deferred pursuant to Deferral Elections made after
January 1, 1994, and (B) effective January 1, 1997, all
amounts deferred pursuant to Deferral Elections made prior
to January 1, 1994, in each case, unless a subsequent valid
Deferral Election is filed pursuant to clause (ii) below;
provided, however, that, the 1995 Election shall not be
effective with respect to an executive's prior election
regarding the timing and distribution of fixed money credits
unless the executive elects to change such prior election;
and provided, further, that the 1995 Election shall not
govern the distribution of amounts attributable to any
deferrals described in subclause (B) above if the executive
is, or is scheduled to be, receiving distributions with
respect to such deferral prior to January 1, 1997.
<PAGE>
(ii) Distributions under this Section 6(b) shall
begin as soon as practicable following the January 1,
specified in the executive's Deferral Election, but may not
begin earlier than as soon as practicable following January
1, following the calendar year in which the executive
terminates employment with the Company; provided, however,
that in no event may distribution commence later than as
soon as practicable following January 1, following the
calendar year in which the executive attains age seventy
(70). Such payment shall be made, pursuant to the
executive's election in the Deferral Election, (x) in the
form of a lump sum payment, (y) in substantially equal
annual installments over a period not to exceed ten years,
or (z) in any combination of (x) and (y) above. An
executive may change his or her prior distribution election
at any time, and from time to time; provided, however, that
any such distribution election shall not become effective
until the second anniversary of the date such distribution
election is made; and provided, further, that no
distribution election with respect to the distribution of
amounts attributable to any deferral will be effective if
the executive is, or is scheduled to be, receiving
distributions with respect to such deferral within two years
following the date such subsequent distribution election is
made. In the event an election does not become effective,
the prior valid election of such executive shall govern the
form and timing of distribution.
<PAGE>
(iii) Notwithstanding the foregoing, in the event
that, with respect to any deferred amount, (A) an executive
fails to timely elect the form and/or timing of payment, (B)
no valid election is filed with the Company, or (C) the
executive has not filed an 1995 Election or any Deferral
Election subsequent thereto, such deferred amount shall be
paid in ten equal annual installments commencing as soon as
practicable following the January 1, of the year following
the earlier to occur of the executive's termination of
employment with the Company and the Executive's attainment
of age seventy (70).
(c) If the executive so requests and if the
executive provides satisfactory evidence of financial hardship,
the Compensation Committee may, in its sole and absolute
discretion, permit a distribution of all or a portion of the
executive's deferred compensation account prior to the date on
which payments would have commenced under Section 6(a) hereof.
(d) Notwithstanding any other provision of the
Section 6 to the contrary, the Compensation Committee may, in its
sole and absolute discretion, distribute in one lump-sum the
entire value of an executive's deferred compensation account
credited as share units, variable money credits and Investment
Fund Credits upon termination of service with the Company and all
affiliates.
(e) Notwithstanding any other provision of this
Section 6 to the contrary, in the event of a Change in Control
(as defined in Section 6(f) hereof), the Compensation Committee
may, in its discretion, accelerate, in whole or in part, the time
or times for payment of any or all amounts credited to an
executive's deferred compensation account. If the provisions of
this Section 6(e) become effective, such executive will receive,
with respect to any share units then credited to the executive's
account, an amount equal to the number of such units multiplied
by a price per share that is the greater of: (1) the average of
the daily closing prices of the Common Stock as reported for the
calendar month next preceding such acceleration date on the
Composite Transactions Tape for securities listed on the New York
Stock Exchange; or (2) the highest outstanding tender offer
price, if any, excepting any tender offer price by the Company.
<PAGE>
(f) A "Change in Control" shall be deemed to have
occurred:
(i) if and when any "person" (as such term is
used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934), in a transaction or series of
transactions, is or becomes a beneficial owner,
directly or indirectly, of securities of the Company
representing 5% or more of the combined voting power of
the Company's then outstanding securities and there is
outstanding an exchange or tender offer for securities
of the Company (other than any such exchange or tender
offer by the Company or by members of the Wrigley and
Offield families); or
(ii) if any "person" (as above-referenced but
excluding members of the Wrigley and Offield families)
is or becomes a beneficial owner, directly or
indirectly, of securities of the Company representing
20% or more of the combined voting power of the
Company's then outstanding securities.
(g) Form of Payment. Subject to the provisions
of Section 7(e) hereof, the cash amount paid to the executive, or
in case of death, to the executive's Beneficiary, as of any pay-
ment date shall be equal to:
(i) with respect to variable and fixed money
credits: the dollar amount of all variable and fixed
money credits in respect of which payment is to be
made;
(ii) with respect to share units: shares of the
Common Stock, equal to the number of all share units in
respect of which payment is to be made on such payment
date or, at the election of the executive or
Beneficiary a cash payment in lieu of shares of the
Common Stock; provided, however, that if he or she is a
person subject to Section 16(b) of the Securities
Exchange Act of 1934, such election must be made either
(1) at least six (6) months prior to such payment date
or (2) during the period beginning on the third
business day following the date of release of the
Company's quarterly or annual summary statements of
sales and earnings and ending on the twelfth business
day following such date. The value of each share of the
Common Stock for this purpose shall be the price of the
Common Stock on the New York Stock Exchange during such
period immediately preceding the date or dates of
distribution, as the Compensation Committee shall
determine; and
<PAGE>
(iii) with respect to Investment Fund Credits:
the value of the Investment Fund Credits, either in
cash or in kind, at the election of the Executive on
the Executive's Deferral Election, or in the case of
the executive's death prior to commencement of
distribution, pursuant to the election of the
executive's Beneficiary.
Notwithstanding the foregoing, in the event that no timely
election is in effect with respect to the form of payment of the
executive's deferral account, all amounts credited as share units
shall be distributed in shares of the Common Stock, and all other
amounts shall be distributed in cash.
(h) As and when payment is made pursuant to this
Section 6, there shall be charged to and deducted from the
deferred compensation account of the executive a corresponding
number of share units, variable money credits, fixed money
credits and Investment Fund Credits.
7. Certain Provisions Relating to Participation
(a) No executive and no person claiming under or
through an executive shall have any right or interest, whether
vested or otherwise, in the Deferral Program or in its
continuance.
<PAGE>
(b) Except as otherwise required by applicable
law, no rights under the Deferral Program, contingent or
otherwise, shall be assignable or subject to any encumbrance,
pledge or charge of any nature, except that, under such rules and
regulations as the Compensation Committee may establish, an
executive may designate a Beneficiary to receive, in the event of
death, any amount that would otherwise have been payable to the
executive or that may become payable on account of his or her
death except that, if any amount shall become payable to the
executor or administrator of the executive, such executor or
administrator may transfer the right to the payment of any such
amount to the person, persons or entity (including a trust)
entitled thereto under the will of the executive or, in case of
intestacy, under the laws relating to intestacy.
(c) By accepting any benefits under the Deferral
Program, each executive and each person claiming under or through
an executive shall be conclusively deemed to have indicated their
acceptance and ratification of and consent to any action or
decision taken or made or to be taken or made under the Deferral
Program by the Compensation Committee, the Company and the Board
of Directors.
(d) Subject to Section 10 hereof, each executive
shall have a vested, unconditional and nonforfeitable right to
receive a distribution or distributions of the amount credited to
the executive's deferred compensation account, but only at, and
not until, the time or times and only in the manner provided for
in the Deferral Program. However, no funds, securities or other
property of any nature shall be segregated or earmarked for any
current or former executive, Beneficiary or other person.
Accordingly, no current or former executive, Beneficiary or other
person, individually or as a member of a group, shall have any
right, title or interest in a deferred compensation account in
any fund or specific sum of money, in any asset or in any shares
of stock that may be acquired by the Company in respect of its
obligations hereunder, the sole right of the executive being to
receive distributions, as set forth in the Deferral Program, as a
general creditor of the Company with an unsecured claim against
the Company's general assets.
<PAGE>
(e) Following the death of an executive,
distributions shall be made, or shall continue to be made, as
elected by the executive, to the Beneficiary designated in
writing at any time or from time to time by the executive with
the approval of the Company or, failing such a designation, to
the spouse, children (per stirpes), parents or estate (in that
order) of the executive (all such entities being herein included
within the term "Beneficiary"). Such distribution shall be made
in the form and at such time as was applicable to the executive;
provided, however, that the executive's Beneficiary may elect to
receive the balance of the executive's deferred compensation
account in the form of an immediate lump-sum distribution.
Notwithstanding the foregoing, in the event the executive dies
prior to the distribution of any portion of the executive's
deferred compensation account credited as fixed money credits,
the executive's Beneficiary shall receive, in a lump sum, the
amounts credited as fixed money credits increased to reflect
interest equivalents at the Applicable Rate, compounded annually
for a guaranteed period from the date of the executive's death
until the earlier to occur of: (1) the tenth anniversary of the
first date as of which amounts were credited to the executive's
deferred compensation account as fixed money credits, or (2) the
date on which the executive elected to commence distribution.
For purposes of clause (2) of the preceding sentence, an election
to commence distribution upon the executive's retirement shall be
deemed to be an election to commence distribution when the
executive attains age sixty-five (65), or if the executive, at
death, is sixty-five (65) or older, then one year following such
death. Payment shall commence as soon as practicable following
the January 1, following the date of the executive's death. If
the executive dies after payment has commenced, the remainder of
the executive's deferred compensation account credited as fixed
money credits shall continue to be paid to the executive's
Beneficiary at the times and in the form of distribution elected
by the executive.
(f) The Deferral Program shall be binding upon,
and shall inure to the benefit of, the Company and its successors
and assigns and the participating executives and their heirs,
administrators and personal representatives.
(g) The Company or a corporation or other form of
business association of which shares (or other ownership
interests) having 50% or more of the voting power are owned or
controlled directly or indirectly, by the Company (an "Associated
Company") may make such provisions as it may deem appropriate for
the withholding of any taxes that the Company or Associated
Company determines is required to be withheld in connection with
any award or distribution hereunder.
<PAGE>
8. Amendment or Termination of the Deferral Program
The Deferral Program may at any time be amended or
terminated by the Compensation Committee without the consent of
the current or former executives or their beneficiaries;
provided, however, that neither amendment of the Deferral Program
nor its termination shall divest any executive or Beneficiary of
the right to receive an amount equal to the value of the
executive's deferred compensation account. Notwithstanding any
other provision of the Deferral Program to the contrary, the
Compensation Committee may, in its sole and absolute discretion,
distribute in one lump-sum the entire value of an executive's
deferred compensation account upon termination of the Deferral
Program.
9. Change in Stock
In the event of any change in the outstanding shares of
the Common Stock by reason of any stock dividend, stock split,
recapitalization, merger, consolidation, exchange of shares or
other similar corporate change, the number of share units
credited to an executive shall be adjusted proportionately;
provided, however, that if a proportional adjustment cannot be
made or the Board of Directors determines that further adjustment
is appropriate to fairly accomplish the purposes of the Deferral
Program, the Board of Directors shall make such equitable
adjustment under the Deferral Program as it determines will
fairly preserve the intended benefits of the Deferral Program to
the executives and the Company.
10. Forfeiture
Notwithstanding any other provision of the Deferral
Program to the contrary, in the event that an executive is
discharged for reasons of, or voluntarily terminates after an
incident of, proven dishonesty, gross misconduct, fraud,
embezzlement, theft, perpetration of a crime, or any similar
conduct or act, or in the event that any such conduct or act is
discovered following the executive's termination of service with
the Company, the entire balance of the executive's deferred
compensation account may, at the discretion of the Compensation
Committee, be forfeited.
<PAGE>
WM. WRIGLEY JR. COMPANY
LONG TERM STOCK GRANT PROGRAM
This Long Term Stock Grant Program (the "Program"),
established under the Wm. Wrigley Jr. Company Management
Incentive Plan, which plan was adopted by the Board of Directors
and approved by stockholders on March 8, 1988, is hereby amended
and restated effective as of October 25, 1994, with retroactive
effect as provided herein.
A. PURPOSES
The Program is designed to enable eligible executives
of the Wm. Wrigley Jr. Company (the "Company") to share in the
future success of the Company's business by providing them an
opportunity to earn shares of the Common Stock of the Company
(the "Common Stock"), through the award of stock grants ("Grants"
or "Long Term Stock Grants") contingent upon achieving certain
corporate goals and to defer all or any portion of such Grants.
Inasmuch as the executives eligible to receive Grants under the
Program are those in positions to make significant and direct
contributions to the success of the Company, the Program is
intended, accordingly, to promote a closer identity of interests
between eligible employees and stockholders.
B. STOCK GRANT TERMS AND CONDITIONS
1. Eligibility and Participation
All elected officers and other key employees who are
considered by the Compensation Committee (the "Committee" or the
"Compensation Committee") of the Board of Directors of the
Company (the "Board" or the "Board of Directors") to have a
significant impact on the business of the Company are eligible to
be designated as participants ("Participants") and to receive
Long Term Stock Grants under the Program.
<PAGE>
2. Stock
The shares subject to Long Term Stock Grants hereunder
shall be shares of the Common Stock issued from the Company's
treasury, authorized but unissued shares or shares purchased on
the open market.
3. Stock Grant Awards and Award Cycles
The Committee shall, from time to time, in its sole
discretion, establish such grant cycles (the "Grant Cycles") for
the Program as it deems appropriate. In connection with each
such Grant Cycle, the Committee shall designate those key
employees of the Company eligible to receive Long Term Stock
Grants with respect to such Grant Cycle and establish a target
award level (the "Target Grant") for each such Participant. With
respect to each such Participant, the number of target shares
("Target Shares") for any Grant Cycle shall be determined by (i)
dividing the Participant's Target Grant for such Grant Cycle
(expressed as a dollar amount) by the average of the weekly
closing price of the Common Stock on the New York Stock Exchange
for each week ending during the calendar quarter immediately
preceding the first day of such Grant Cycle or such other
calendar quarter as may be designated by the Committee (such
average being hereinafter referred to as the "Initial Value") and
(ii) rounding such result to the nearest ten whole shares.
4. Earning Awards
Subject to Section 4(d) below, the extent to which
Grants under the Long Term Stock Grant Program are earned is
determined pursuant to the three performance criteria described
in Sections 4(a), (b) and (c), all based on total shareholder
return ("TSR") i.e., stock appreciation plus reinvested
dividends, of the Common Stock:
a) Wrigley TSR. With respect to each Grant Cycle,
the Committee shall prescribe a Measurement
Period, which shall consist of all or any portion
of the Grant Cycle. If the TSR (as measured from
the Initial Value) of the Company's Common Stock
for the Measurement Period prescribed for a
particular Grant Cycle is less than or equal to
zero, all Long Term Stock Grants with respect to
such Grant Cycle shall be forfeited and be of no
force or effect.
<PAGE>
b) Performance Ratio. Subject to Sections 4(a) and
4(c), with respect to each Grant Cycle, the
portion of each Long Term Stock Grant that has
been earned shall be determined by multiplying (i)
the number of the Participant's Target Shares with
respect to such Grant Cycle by (ii) a fraction
(the "Performance Ratio"), the numerator of which
is the TSR (as measured from the Initial Value) of
the Common Stock during the Grant Cycle and the
denominator of which is the TSR of the Standard &
Poor's Food Group (as measured from the average
weekly closing price of the Standard & Poor's Food
Group for each week ending during the calendar
quarter with respect to which the Initial Value
for such Grant Cycle was computed) during the
Grant Cycle; provided however, that if the
Performance Ratio is less than one-half (0.50) it
shall be deemed to be zero (and all Long Term
Stock Grants with respect to such Grant Cycle
shall be forfeited and be of no force or effect)
and if the Performance Ratio is greater than one
and one-half (1.50) it shall be deemed to equal
one and one-half (1.50).
c) Maximum Award. Notwithstanding anything in the
Program to the contrary, the aggregate number of
shares of the Common Stock earned by all
Participants with respect to a Grant Cycle shall
be reduced, to the extent necessary, to ensure
that the aggregate charge to earnings on the
Company's financial statements (under generally
accepted accounting principles, as in effect from
time to time) with respect to such Grant does not
exceed the product of (i) nine-tenths of one
percent (0.9%), (ii) the average number of shares
of the Common Stock outstanding during the Grant
Cycle and (iii) the TSR of the Common Stock during
the Grant Cycle (expressed as a dollar amount per
share). To the extent that the aggregate number
of shares earned with respect to a Grant Cycle, as
determined under Section 4(b) above, exceeds the
number of shares determined pursuant to the
preceding sentence, the number of shares earned by
each Participant for such Grant Cycle shall be
proportionately reduced.
<PAGE>
d) Committee Approval. Notwithstanding any other
provision of the Program to the contrary, if the
Committee, in its sole discretion, determines that
it is appropriate to do so, the Committee may
cancel all or any portion of any Grant made
hereunder, at any time until the expiration of 90
days after the end of the Grant Cycle to which
such Grant relates unless the Committee elects to
shorten such period.
5. Award of Stock Grants Earned
Participants shall have no rights to any shares of the
Common Stock or dividends thereon until such shares are earned
pursuant to Section 4 above. Once earned, each Participant's
shares that the Participant has not elected to defer pursuant to
a Deferral Election (defined in Section 6(a) below) shall be
issued without further restriction; provided however, that shares
issued hereunder, or distributed from a Participant's Deferral
Account (defined in Section 6(a) below) may not be transferred or
distributed, as the case may be, until the earliest to occur of
(a) the expiration of twelve (12) months after the date the Long
Term Stock Grant to which such shares relate was awarded and
credited, (b) the Participant's death, disability or retirement,
or (c) the occurrence of a Change in Control (as defined in
Section 6(f) of the Company's Executive Incentive Compensation
Deferral Program (the "Deferral Program")).
If a Participant terminates employment for reasons
other than death, disability, or retirement, prior to the end of
a Grant Cycle, the Long Term Stock Grant awarded to that
Participant with respect to such Grant Cycle shall be forfeited
and be of no further force and effect and any Deferral Election
to the extent it relates to such Grant Cycle shall have no force
and effect. Participants who commence participation after the
beginning of a Grant Cycle and participants who terminate
employment for reasons of death, disability or retirement after
commencement of a Grant Cycle shall be awarded a proportionate
distribution of any shares otherwise earned with respect to such
Grant Cycle based upon their length of service in the Grant
Cycle.
<PAGE>
Notwithstanding any other provision of this Section 5
to the contrary, in the event of a Change in Control after
commencement of a Grant Cycle, Participants shall be awarded a
proportionate distribution of any shares otherwise earned with
respect to such Grant Cycle based upon their length of service in
the Grant Cycle.
6. Deferral Accounts
a) Deferral Elections. Prior to January 1, 1995, or
if later, upon becoming a Participant, each
Participant shall file an appropriate election
form (the "Deferral Election"), with the
Treasurer of the Company, specifying: (i) the
portion, if any, of the Participant's Grant, up to
100% of such Grant, that shall be issued pursuant
to the terms of Section 5 above, and the portion,
if any, of such Grant that shall be credited as
units equivalent to shares of the Common Stock
(each a "share unit" and in the aggregate "share
units") to a Deferral Account (as defined in
Paragraph (c) below); (ii) if all or any portion
of the Grant is credited to a Deferral Account,
whether distribution of such account shall be in
cash, in kind or in shares of the Common Stock;
and (iii) the form and timing of distribution of
the Deferral Account pursuant to, and subject to
the conditions and restriction of, Subsections
6(b)(ii) and (iii) and 6(d), (e), (f), (g) and (h)
and 7(e) of the Deferral Program. Any portion of
the Grant that the Participant does not
affirmatively elect to be credited to a Deferral
Account shall be issued and transferred pursuant
to Section 5 above.
A Participant may file subsequent
Deferral Elections, subject to the conditions and
restrictions set forth in Subsections 6(b)(ii) and
(iii) of the Deferral Program.
b) Transfer Elections. Effective as of January 1,
1996, the Participant may elect to transfer
amounts credited as share units to Investment Fund
Credits (as defined in Subsection 4(b)(ii) of the
Deferral Program). Thereafter, at any time, and
from time to time, the Participant may elect to
transfer in 1% increments amounts deferred as
Investment Fund Credits and share units (to the
extent such share units have been credited to the
Participant's Deferral Account for at least twelve
(12) months) into share units or Investment Fund
Credits, including transferring Investment Fund
Credits from one Investment Fund (as defined in
Section 4(b)(ii) of the Deferral Program) to a
different Investment Fund; provided, however, that
any such election must be made during the period
beginning on the third business day following the
date of the release of the Company's quarterly or
annual summary statement of sales and earnings and
ending on the twelfth business date following such
date; and provided, further, that in no event may
any such election become effective sooner than
twenty-four (24) months following the effective
date of any prior transfer election. A transfer
election pursuant to this Paragraph (b) shall be
made on an appropriate election form executed and
filed by the Participant with the Treasurer of the
Company. This Section 6 is subject to the
provisions of Section 4(f) of the Deferral
Program.
<PAGE>
Notwithstanding the foregoing, the
Compensation Committee may, from time to time,
discontinue any of the Investment Funds. In such
event, the Participant shall execute and file an
appropriate election form with the Treasurer of
the Company, to transfer the amounts deferred in
the discontinued Investment Fund to such other
deferral options as the Compensation Committee
shall make available at such time. In the event
that the Participant shall fail to timely elect a
new deferral option, such amounts shall be
transferred to an investment option that is deemed
appropriate.
c) Deferral Accounts. There shall be
established for each Participant an account to be
designated as a "Deferral Account" (or "deferred
compensation account," for purposes of applying
cross references to the Deferral Program). As
soon as practicable after a Participant's Grant,
or any portion thereof, is earned under the
Program, such Participant's Deferral Account shall
be credited with a number of share units equal to
the number of shares of the Common Stock deferred
pursuant to such Participant's Deferral Election.
The number of share units to be credited pursuant
to a transfer election described in Paragraph (b)
above shall be determined on the basis of the
price of the Common Stock on the New York Stock
Exchange during such period immediately preceding
and/or immediately following the date the share
units are credited, as the Committee shall
determine.
d) Dividends on Share Units. As of each
payment date for dividends on the Common Stock
with respect to which share units are standing to
the credit of a Participant, the Deferral Account
of such Participant shall be credited with
dividend equivalents in the manner provided in
Subsection 5(b) of the Deferral Program.
<PAGE>
e) Investment Fund Credits. As of the end
of each calendar year during which Investment Fund
Credits are standing to the credit of a
Participant, the amount of such Participant's
Deferral Account deferred with respect to each
Investment Fund, shall be credited with interest
and earnings (including gains and losses)
equivalent to the amount that would have accrued
during such period had the amount so credited been
actually invested in such Investment Fund.
f) Distributions. The distribution of a
Participant's Deferral Account, including the
forms of payment available to such Participant,
shall be administered in accordance with the
applicable provisions of Subsections 6 (b)(ii) and
(iii), (d), (e), (f), (g) and (h) and 7(e) of the
Deferral Program. The Committee may, from time
to time, prescribe such other forms and timing of
such distribution and may require that if a
Participant is also participating in the Deferral
Program that distributions in the Program be made
at the same time and in the same manner as
distributions under the Deferral Program.
g) Each Participant shall have an
unconditional and nonforfeitable right to receive
a distribution of the amount credited to his or
her Deferral Account, but only at the time or
times and only in the manner provided for in the
Program. However, no funds, securities or other
property of any nature shall be segregated or
earmarked for any current or former executive,
Beneficiary (as defined in Subsection 7(e) of the
Deferral Program) or other person. Accordingly,
no current or former Participant, Beneficiary or
other person, individually or as a member of a
group, shall have any right, title or interest in
a Deferral Account, in any fund or specific sum of
money, in any asset or in any shares of stock
which may be acquired by the Company in respect of
its obligations hereunder, the sole right of the
Participant being to receive a distribution as a
general creditor of the Company with an unsecured
claim against its general assets.
<PAGE>
C. ADMINISTRATION
The Long Term Stock Grant Program shall be administered
by the Compensation Committee of the Board of Directors unless
another committee shall be designated by the Board.
D. CHANGE IN STOCK
In the event of any change in the outstanding shares of
the Common Stock by reason of any stock dividend, stock split,
recapitalization, merger, consolidation, exchange of shares or
other similar corporate change, the Initial Value and/or the
number of Target Shares awarded to each Participant, and share
units credited to Deferral Accounts shall be adjusted
proportionately; provided, however, that if a proportional
adjustment cannot be made or the Board of Directors determines
that further adjustment is appropriate to fairly accomplish the
purposes of the Program, the Board of Directors shall make such
equitable adjustment under the Program as it determines will
fairly preserve the intended benefits of the Program to the
Participants and the Company.
E. WITHHOLDING
The Company or a corporation or other form of business
association of which shares (or other ownership interests) having
50% or more of the voting power are owned or controlled directly
or indirectly, by the Company (an "Associated Company") may make
such provisions as it may deem appropriate for the withholding of
any taxes that the Company or Associated Company determines is
required to be withheld in connection with any award or
distribution hereunder, including permitting Participants to
trade back to the Company shares earned with respect to a Grant
Cycle.
F. MISCELLANEOUS
Notwithstanding any provision of this Program to the
contrary, Sections 7 and 9 of the Deferral Program shall be
incorporated herein by reference, with the word "Program"
substituted for the words "Deferral Program" where they appear
therein.
<PAGE>
WM. WRIGLEY JR. COMPANY
STOCK AWARD PROGRAM
Section 1. Introduction. The Wm. Wrigley Jr. Company
Stock Award Plan adopted by the Board of Directors on March 15,
1984, which became the Wm. Wrigley Jr. Company Stock Award
Program (the "Program") effective August 27, 1988, a part of the
Wm. Wrigley Jr. Company Management Incentive Plan (the
"Management Incentive Plan"), is hereby amended and restated,
effective October 25, 1994, with retroactive effect as provided
herein.
Section 2. Purposes. The purposes of the Program are
(a) to provide equity that may be used to supplement benefits for
such Eligible Employees of the Company and its Associated
Companies as may be designated for participation in the Program
by awarding shares of the Common Stock; (b) to further the
Eligible Employee's identity of interest with the interests of
the Company's stockholders and increase the Eligible Employee's
stake in the future growth and prosperity of the Company; (c) to
provide certain Eligible Employees with the opportunity to defer
all or any portion of their stock awards hereunder; and (d) to
enable the Company to employ Eligible Employees and to compete
with other organizations in attracting and retaining the services
of competent executives.
Section 3. Definitions. Unless otherwise required by
the context, the following terms shall have the meaning set forth
in this Section 2:
Associated Company: A corporation or other form
of business association of which shares (or other ownership
interests) having 50% or more of the voting power are owned or
controlled, directly or indirectly, by the Company.
Beneficiary: The beneficiary designated in
writing, from time to time, by the Eligible Employee, and failing
such designation, the spouse, the children (per stirpes), the
parents or the estate (in that order) of the Eligible Employee.
Board of Directors or Board. The Board of
Directors of the Company.
Committee or Compensation Committee. The
Compensation Committee of the Board of Directors, which shall
administer the Program pursuant to the provisions of Section 8.
<PAGE>
Common Stock. The Common Stock of the Company or
such other class of shares or other securities as may be
applicable pursuant to the provisions of Sections 6 and 9.
Company. Wm. Wrigley Jr. Company, a Delaware
corporation.
Deferral Account. An account established for
certain Eligible Employees to which stock awards, or portions
thereof, deferred by such Eligible Employee are credited. For
purposes of applying cross references to the Deferral Program, a
Deferral Account in the Program shall be deemed to be a deferred
compensation account or deferral account under the Program.
Deferral Program. The Wm. Wrigley Jr. Company
Executive Incentive Compensation Deferral Program, as amended
from time to time.
Eligible Employee. An employee of the Company or
of an Associated Company (including an officer or director who is
an employee), who in the opinion of the Committee can contribute
significantly to the growth and profitability of the Company or
an Associated Company. The grant of a stock award to an employee
by the Committee shall be deemed a determination by the Committee
that such employee is an Eligible Employee.
Fair Market Value. As applied to any date, the
sale price of a share of Common Stock on the New York Stock
Exchange on such date or, if no sale were made on such date, on
the next preceding date on which there was a sale of the Common
Stock on such exchange; provided, however, that if such method of
determining Fair Market Value shall not be consistent with
regulations of the Treasury Department at the time applicable to
the determination of Fair Market Value in respect of a stock
award, Fair Market Value shall be determined in accordance with
such regulations and shall mean the value as so determined.
Share Unit. A unit equivalent to one share of the
Common Stock.
Section 4. Grants of Stock Award.
Subject to the provisions of the Program, the
Committee may at any time, or from time to time, grant stock
awards under this Program to, and only to, Eligible Employees.
Section 5. Stock Awards. Stock awards granted under
the Program shall be subject to the following provisions:
(a) A stock award shall be granted to an Eligible
Employee at the discretion of the Committee.
<PAGE>
(b) For the purposes of the Program, in
determining the value of a stock award, all shares of the Common
Stock subject to such award shall be valued at not less than the
Fair Market Value of such shares during such period immediately
preceding and/or immediately following the date such award is
granted, as the Committee shall determine.
(c) Prior to January 1, 1995, or if later, upon
becoming an Eligible Employee, each Eligible Employee who has
been designated by the Committee as being eligible to defer all
or any portion of his or her stock award hereunder, shall execute
and file an appropriate election form (the "Deferral Election")
with the Treasurer of the Company, specifying: (i) the portion,
if any, of the Eligible Employee's stock award, up to 100% of
such award, that shall be paid pursuant to the terms of paragraph
(b) below, and the portion, if any, of such award that shall be
credited to a Deferral Account of Share Units pursuant to Section
9 below; (ii) if all or any portion of the stock award is
credited to a Deferral Account, whether distribution of such
account shall be in cash or in shares of the Common Stock; and
(iii) the form, method and timing of distribution of the Deferral
Account pursuant to, and subject to the conditions and
restriction of, Subsections 6(b)(ii) and (iii), and 6(d), (e),
(f), (g) and (h) and 7(e) of the Deferral Program. Any portion
of the stock award that the Eligible Employee does not
affirmatively elect to be credited to a Deferral Account shall be
distributed as provided in Paragraph (d) below.
An Eligible Employee who has been designated by
the Committee as being eligible to defer all or any portion of
his or her stock award hereunder may file subsequent Deferral
Elections with respect to such stock award, subject to the
conditions and restrictions set forth in Subsections 6(b)(ii) and
(iii) of the Deferral Program.
(d) All shares of the Common Stock subject to a
stock award granted to an Eligible Employee that such Eligible
Employee has not elected to credit to a Deferral Account pursuant
to Paragraph (c) above, shall be issued to such Eligible Employee
at the time the stock award is granted, but custody shall not be
transferred to the Eligible Employee until as soon as practicable
following the January 1, following the calendar year in which the
Eligible Employee terminates his or her employment with the
Company.
(e) Any shares of the Common Stock that are
issued as a stock award, or are paid with respect to Share Units
related to such stock award, shall be subject to a restriction on
resale or transfer for the period of the Eligible Employee's
employment with the Company and for one year after termination of
employment, if termination of employment is not due to death or
approved retirement. Notwithstanding the foregoing, upon the
occurrence of a Change in Control (as defined in Section 6(f) of
the Deferral Program), the restrictions on resale shall
immediately cease.
<PAGE>
(f) A stock award and any Share Units related
thereto may contain such other terms and conditions as the
Committee shall determine with respect to payment or forfeiture
of all or any part of the stock award upon termination of
employment.
(g) A stock award and any Share Units related
thereto shall be subject to such other terms and conditions,
including, without limitation, restrictions on sale or other
disposition of the stock award or of the shares issued or
transferred pursuant to such stock award, as the Committee shall
determine; provided, however, that upon the issuance or transfer
of shares pursuant to a stock award or any Share Units related
thereto, the recipient shall, with respect to such shares, be and
become a stockholder of the Company fully entitled to receive
dividends, vote and exercise all other rights of a stockholder
except to the extent otherwise provided in the stock award. Each
stock award shall be evidenced by a written instrument in such
form as the Committee shall determine, provided the stock award
is consistent with the Program and incorporates it by reference.
Section 6. Adjustment Provisions.
In the event that (a) any recapitalization, or
reclassification, split-up or consolidation of shares of the
Common Stock shall be effective, (b) the outstanding shares of
the Common Stock are, in connection with the merger or
consolidation of the Company or a sale by the Company of all or a
part of its assets, exchanged for a different number or class of
shares of stock or other securities of the Company or for shares
of the stock or other securities of any other corporation, or (c)
new, different or additional shares or other securities of the
Company or of another corporation are received by the holders of
Common Stock or any distribution is made to the holders of Common
Stock other than a cash dividend, (x) the number and class of
shares or other securities that may be issued or transferred
pursuant to other stock awards, (y) the number and class of
shares or other securities which have not been issued or
transferred under outstanding stock awards, and (z) the number of
Share Units credited to Deferral Accounts, shall in each case be
equitably adjusted.
Section 7. Term.
The Program shall be deemed to have been adopted
and to have become effective January l, 1984 and shall continue
until terminated by the Board or until the number of shares of
Common Stock permitted to be issued or transferred under the
Program have been issued, transferred or credited; provided,
however, that the Program shall continue thereafter to the extent
necessary to continue distribution of Deferral Accounts, until
such accounts are completely distributed.
<PAGE>
Section 8. Administration.
(a) The Program shall be administered by the
Compensation Committee of the Board of Directors, which consists
of members who are "disinterested persons" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934 (or any
successor provision at the time in effect). In no event shall a
member of the Committee be eligible to be granted a stock award
while serving on the Committee except an "ex officio" member
shall be eligible to be granted stock awards. Grants of stock
awards may be granted either with or without consultation with
employees, but, anything in the Program to the contrary
notwithstanding, the Committee shall have full authority to act
in the matter of selection of all Eligible Employees, including
those who are members of the Board of Directors, and granting
stock awards to them.
(b) The Board of Directors may delegate to the
Committee any or all its authority under the Program, except its
authority to amend or discontinue the Program. Any powers
conferred on the Committee by this Section 8 or by any other
provisions of the Program shall be a delegation by the Board.
(c) The Committee may establish such rules and
regulations, not inconsistent with the provisions of the Program,
as it deems necessary to determine eligibility to participate in
the Program and for the proper administration of the Program, and
may amend or revoke any rule or regulation so established. The
Committee may make such determinations and interpretations under
or in connection with the Program as it deems necessary or
advisable. The Committee may delegate such administrative duties
as it deems proper, but may not delegate its authority to grant
stock awards. All such rules, regulations, determinations and
interpretations shall be binding and conclusive upon the Company,
its Associated Companies, its stockholders and all employees, and
upon their respective legal representatives, Beneficiaries,
successors and assigns and upon all other persons claiming under
or through any of them.
(d) Any action required or permitted to be taken
by the Committee under the Program shall require the affirmative
vote of all the members of the Committee. The Committee may act
by written determination instead of by vote at a meeting,
provided that any written determination shall be signed by all of
the members of the Committee, and any such written determination
shall be as fully effective as a vote at a meeting.
<PAGE>
Section 9. Deferral Accounts.
(a) Amounts deferred pursuant to an Eligible
Employee's Deferral Election shall be credited to a Deferral
Account in Share Units, with the number of Share Units equal to
the number of shares of the Common Stock deferred pursuant to
such election.
(b) As of each payment date for dividends on the
Common Stock with respect to which Share Units are standing to
the credit of an Eligible Employee, the Deferral Account of such
Eligible Employee shall be credited with dividend equivalents in
the manner provided in Subsection 5(b) of the Deferral Program.
(c) The distribution of Eligible Employees'
Deferral Accounts, including the forms of payment available to
such Eligible Employees, shall be administered in accordance with
the applicable provisions of Subsections 6(b(ii) and (iii), (d),
(e), (f), (g) and (h) and 7(e) of the Deferral Program. The
Committee may, from time to time, prescribe such other forms,
methods and timing of such distribution and may require that if
an Eligible Employee is also participating in the Deferral
Program that distributions in this Program be made at the same
time and in the same manner as distributions under the Deferral
Program.
(d) Each Eligible Employee shall have an
unconditional and nonforfeitable right to receive a distribution
of the amount credited to his or her Deferral Account, but only
at the time or times and only in the manner provided for in this
Program. However, no funds, securities or other property of any
nature shall be segregated or earmarked for any current or former
executive, Beneficiary or other person. Accordingly, no current
or former Eligible Employee, Beneficiary or other person,
individually or as a member of a group, shall have any right,
title or interest in a Deferral Account, in any fund or specific
sum of money, in any asset or in any shares of stock that may be
acquired by the Company in respect of its obligations hereunder,
the sole right of the Eligible Employee being to receive a
distribution as a general creditor of the Company with an
unsecured claim against its general assets.
Section 10. General Provisions.
(a) With respect to any shares of the Common
Stock issued, transferred or credited to a Deferral Account under
any provisions of the Program, such shares may be issued or
transferred subject to such conditions, in addition to those
specifically provided in the Program, as the Board of Directors
or Committee may direct and, without limiting the generality of
the foregoing, provision may be made in the grant of stock awards
that shares issued, transferred or distributed upon, or
subsequent to their grant or exercise shall be restricted shares
subject to forfeiture upon failure to comply with conditions and
restrictions imposed in the grant of such stock award.
<PAGE>
(b) Nothing in the Program nor in any instrument
executed pursuant thereto shall confer upon any employee any
right to continue in the employ of the Company or an Associated
Company or shall affect the right of the Company or of an
Associated Company to terminate the employment of any employee
with or without cause.
(c) No shares of the Common Stock shall be
issued, transferred or distributed pursuant to a stock award
unless and until all legal requirements applicable to the
issuance, transfer or distribution of such shares have, in the
opinion of counsel to the Company, been complied with.
(d) No employee (individually or as a member of a
group), and no Beneficiary or other person claiming under or
through him or her, shall have any right, title or interest in or
to any shares of the Common Stock allocated or reserved for the
purposes of the Program or subject to any stock award except as
to such shares of the Common Stock, if any, as shall have been
issued or transferred to him or her.
(e) The Company or an Associated Company may,
with the approval of the Committee, enter into an agreement or
other commitment to grant a stock award in the future to a person
who is or will be an Eligible Employee at the time of grant, and,
notwithstanding any other provision of the Program, any such
agreement or commitment shall not be deemed the grant of a stock
award until the date on which the Committee takes action to
implement such agreement or commitment.
(f) In the case of a grant of a stock award to
any employee of an Associated Company, such grant may, if the
Board of Directors so directs, be implemented by the Company
issuing or transferring the shares, if any, covered by the stock
award to the Associated Company, for such lawful consideration as
the Board of Directors may specify, upon the condition or
understanding that the Associated Company will transfer the
shares to the employee in accordance with the terms of the stock
award specified by the Committee pursuant to the provisions of
the Program. Notwithstanding any other provision hereof, such
stock award may be issued by and in the name of the Associated
Company and shall be deemed granted on the date it is approved by
the Committee, on the date it is delivered by the Associated
Company, or on such other date between such two dates, as the
Committee shall specify.
<PAGE>
(g) The Company or an Associated Company may make
such provisions as it may deem appropriate for the withholding of
any taxes that the Company or Associated Company determines is
required to be withheld in connection with any stock award,
including permitting the Eligible Employee to trade back shares
of the Common Stock distributed to such Eligible Employee
pursuant to the terms of a stock award.
(h) Except as otherwise required by applicable
law, no rights under the Program, contingent or otherwise, shall
be assignable or subject to any encumbrance, pledge or charge of
any nature, except that, under such rules and regulations as the
Committee may establish, an Eligible Employee may designate a
Beneficiary to receive, in the event of death, any amount that
would otherwise have been payable to the Eligible Employee or
that may become payable on account of his or her death except
that, if any amount shall become payable to the executor or
administrator of the executive, such executor or administrator
may transfer the right to the payment of any such amount to the
person, persons or entity (including a trust) entitled thereto
under the will of the executive or, in case of intestacy, under
the laws relating to intestacy.
(i) Nothing in the Program is intended to be a
substitute for, or shall preclude or limit the establishment or
continuation of, any plan, any other program, practice or
arrangement for the payment of compensation or benefits to
employees generally or to any class or group of employees, which
the Company or any Associated Company now has or may hereafter
lawfully put into effect, including, without limitation, any
retirement, pension, stock purchase, insurance, incentive
compensation or bonus plan.
Section 11. Amendment or Discontinuance of the
Program.
(a) The Program may be amended by the Board of
Directors at any time, provided, that without the approval of the
stockholders of the Company, no amendment shall be made that (i)
increases the aggregate number of shares of Common Stock that may
be issued or transferred pursuant to stock incentives as provided
in the Management Incentive Plan; (ii) amends the provisions of
paragraph (a) of Section 8 with respect to eligibility and
disinterest of members of the Committee; (iii) permits any person
who is not determined to be an Eligible Employee at the time to
be granted a stock award; (iv) amends the provisions of paragraph
(b) of Section 5 to permit shares to be valued at less than the
Fair Market Value; (v) amends Section 7 to extend the term of the
Program, or (vi) amends this Section 10.
<PAGE>
(b) The Board of Directors may by resolution
adopted by a majority of the entire Board of Directors,
discontinue the Program.
(c) No amendment or discontinuance of the Program
by the Board of Directors or the stockholders of the Company
shall adversely affect any stock award or Deferral Account
theretofore granted or established without the consent of the
holder.
<PAGE>
WM. WRIGLEY JR. COMPANY
ALTERNATE INVESTMENT AND SAVINGS PROGRAM
1. Purpose
The Special Investment and Savings Plan for Wrigley
Employees (the "Savings Plan") was established by the Wm. Wrigley
Jr. Company (the "Company") to provide its employees with a
systematic savings plan supplemented by Company contributions.
The Company established the Alternate Investment and Savings
Program (the "Alternate Program") under the Wm. Wrigley Jr.
Company Management Incentive Plan (the "Management Incentive
Plan"), effective as of December 1, 1987, to provide benefits to
certain employees whose participation in, and benefits under, the
Savings Plan are subject to various limitations. The Alternate
Program is hereby amended and restated effective as of October
25, 1994, with retroactive effect as provided herein.
2. Eligibility
Each executive of the Company who is ineligible to
participate in the Savings Plan, but who is eligible to receive
an award under the 1988 Executive Incentive Compensation Plan or
any successor plan (the "Incentive Plan") shall be eligible to
participate in the Alternate Program.
3. Participation
(a) Effective as of October 25, 1994, for any calendar
year, each eligible executive shall automatically be eligible to
participate in the Alternate Program for such calendar year,
subject to the provisions of Subsection 3(b) below.
(b) Each eligible executive shall be entitled to
receive a benefit under the Alternate Program in the form of a
stock grant or a credit to a deferral account of share units
provided that the executive (i) is employed on the last day of
the calendar year to which the alternate benefit applies, or on
<PAGE>
the date on which a Change in Control (as defined in Subsection
6(f) of the Company's Executive Incentive Compensation Deferral
Program (the "Deferral Program")) occurs if deemed appropriate by
the Compensation Committee, or (ii) terminates employment during
the calendar year for reasons of death, disability under the
Company's long-term disability plan, retirement or under such
other conditions as are deemed appropriate by the Compensation
Committee (hereinafter referred to as the "Termination Date").
The alternate benefit shall be equivalent to five percent (5%) of
the participating executive's base salary paid to him or her
during the calendar year for which he or she is eligible to
participate in the Alternate Program, or such higher or lower
percentage as may be determined by the Compensation Committee
from time to time.
(c) Each eligible executive shall execute and file an
appropriate election form (the "Deferral Election") with the
Treasurer of the Company, specifying: (i) the portion, if any, of
the executive's alternate benefit, up to 100% of such benefit,
that shall be paid in the form of a stock grant and the portion,
if any, of such benefit that shall be credited to a deferral
account of share units; (ii) if any portion of the alternate
benefit is credited to a deferral account, whether distribution
will be in cash or in shares of the Common Stock; and (iii) the
form and timing of distribution of the alternate benefit pursuant
to the terms of Subsections 6(b)(ii) and (iii), 6(d), (e), (f),
(g) and (h) and 7(e) of the Deferral Program. Any portion of the
alternate benefit that the executive does not affirmatively elect
to be credited to a deferral account shall be paid in the form of
a stock grant.
4. Stock Grants
(a) Shares of Common Stock will be granted to an
eligible executive who so elects for a particular calendar year
on the earliest of the fifth day on which shares are traded on
the New York Stock Exchange following December 31 of such year,
the date on which a Change in Control occurs (if deemed
appropriate by the Compensation Committee) or his or her
Termination Date. Shares of Common Stock shall be issued to the
executive as soon as practicable after the grant date, but
custody will not be transferred until the time specified in
Subsection 6(a) below.
<PAGE>
(b) In determining the number of shares to be issued
with respect to an alternate benefit, the amount of the alternate
benefit shall be divided by the price of a share of the Common
Stock on the New York Stock Exchange during such period
immediately preceding and/or immediately following the date the
alternate benefit is granted as specified in Subsection 4(a)
above, as the Compensation Committee shall determine.
(c) A stock grant may contain such other terms and
conditions as the Compensation Committee shall determine,
provided that upon the issuance or transfer of shares pursuant to
a stock grant, the recipient shall, with respect to such shares,
be and become a stockholder of the Company fully entitled to
receive dividends, vote and exercise all other rights of a
stockholder except to the extent otherwise provided in the stock
grant.
5. Deferral Accounts
(a) There shall be established for each eligible
executive who has filed a valid Deferral Election an account to
be designated as a deferral account. The deferral account of
such executive shall be credited with a sum equal to the amount
of the executive's alternate benefit that the executive has
elected to defer pursuant to his or her Deferral Election, as of
the earliest of December 31 of the year to which the alternate
benefit relates, the date on which a Change in Control occurs (if
deemed appropriate by the Compensation Committee) or his or her
Termination Date. The alternate benefit shall be credited as
share units in the manner provided in Subsection 5(a) of the
Deferral Program.
(b) As of each payment date for dividends on the
Common Stock with respect to which share units are standing to
the credit of an executive, the deferral account of such
executive shall be credited with dividend equivalents in the
manner provided in Subsection 5(b) of the Deferral Program.
(c) Each executive shall have an unconditional and
nonforfeitable right to receive a distribution of the amount
credited to his or her deferral account, but only at the time or
times and only in the manner provided for in this Alternate
Program. However, no funds, securities or other property of any
nature shall be segregated or earmarked for any current or former
<PAGE>
executive, beneficiary or other person. Accordingly, no current
or former executive, beneficiary or other person, individually or
as a member of a group, shall have any right, title or interest
in a deferral account, in any fund or specific sum of money, in
any asset or in any shares of stock which may be acquired by the
Company in respect of its obligations hereunder, the sole right
of the executive being to receive a distribution as a general
creditor of the Company with an unsecured claim against its
general assets.
6. Distributions
(a) Stock Grants
Certificates for shares of the Common Stock issued in
connection with stock grants shall be delivered to the executive
or his or her beneficiary on the first anniversary of the
termination of his employment, provided that such certificates
shall be delivered as soon as practicable following his or her
termination for reasons of death, disability under the Company's
long-term disability plan, retirement, a Change in Control or
under such other conditions as are deemed appropriate by the
Compensation Committee.
(b) Deferral Accounts
Prior to January 1, 1995, each eligible executive shall
execute a Deferral Election (the "1995 Election") that shall
control the distribution of (i) all amounts deferred pursuant to
such Deferral Election, and (ii) effective on the second
anniversary of the date the 1995 Election is made, all amounts
deferred pursuant to previous deferral elections under the
Alternate Program, in each case, unless a subsequent valid
Deferral Election is filed; provided, however, that the 1995
Election shall not be effective with respect to the timing and
distribution of any deferral that the executive is, or is
scheduled to be, receiving within two years following the date
such 1995 Election is made.
<PAGE>
The executive may file subsequent Deferral Elections,
subject to the conditions and restrictions set forth in
Subsections 6(b)(ii) and (iii) of the Deferral Program. The
distribution of executives' deferral accounts, including the
forms of payment available to executives, shall be administered
in accordance with the applicable provisions of Sections 6(g) and
7(e) of the Deferral Program. The Committee may, from time to
time, prescribe such other forms and timing of such distribution
and may require that if the eligible executive is also
participating in the Deferral Program that distributions in this
Alternate Program be made at the same time and in the same manner
as distributions under the Deferral Program.
7. Miscellaneous. Notwithstanding any provision of this Program
to the contrary, Sections 7 and 9 of the Deferral Program shall
be incorporated herein by reference, with the words "Alternate
Program" substituted for the words "Deferral Program" where they
appear therein.
<PAGE>
WM. WRIGLEY JR. COMPANY
1988 STOCK OPTION PROGRAM
Pursuant to the Wm. Wrigley Jr. Company Management Incentive Plan
as adopted by the Board of Directors and approved by stockholders
on March 8, 1988.
PURPOSE
The 1988 Stock Option Program (the "Program") is
designed to enable senior executives of the Wm. Wrigley Jr.
Company (the "Company") to acquire or increase a proprietary
interest in the Company and thereby to share in the future
success of the Company's business. Since the senior managers
eligible to receive options under the Program are those in
positions to make significant and direct contributions to the
success of the Company, the Program is intended, accordingly, to
promote a closer identity of interests between eligible employees
and stockholders.
STOCK OPTIONS TERMS AND CONDITIONS
1. Eligibility
The following six senior executives of the Company are
designated as participants in the Program:
William Wrigley.... President and Chief Executive
Officer
R. Darrell Ewers... Executive Vice President
Douglas Barrie..... Group Vice President -
International
Ronald Cox......... Group Vice President - Marketing
Paul Rogers........ Senior Vice President
Martin Geraghty.... Vice President - Manufacturing
2. Stock
The shares subject to Stock Options shall be issued
from treasury common stock. The total aggregate number of shares
assigned to the Program will be 80,000.
<PAGE.
3. Schedule of Grants
There are four level of Stock Option grants, as
follows:
Level Participant Shares
A William Wrigley 20,000
B R. Darrell Ewers 16,000
C Douglas Barrie 12,000
Ronald Cox 12,000
D Paul Rogers 10,000
Martin Geraghty 10,000
4. Grant Value
Options granted shall be Non-Qualified Stock Options
("nonstatutory"). The value of the Option shares shall be the
aggregate fair market value of the stock as of the close of the
business day next preceding the date of grant.
5. Exercise of Option
A participant may not exercise any portion of the
Option until six months after date of grant. An Option Grant, or
any portion thereof, is forfeited if the participant has any
unexercised Options after ten years from date of grant.
Upon termination of employment with the Company for
reasons other than death, disability, or retirement, the
participant must exercise the Options within three months of
termination effective date. Any remaining unexercised Options
after the three month period shall be forfeited to the Company.
In cases of death, disability, or retirement, the participant,
beneficiary, or estate has up to one year to exercise any
outstanding grants.
STOCK APPRECIATION RIGHTS
A participant may elect to exercise tandem Stock
Appreciation Rights ("Rights"). The value of these Rights is the
increase in the value of the Option from the date of grant of the
related Option to the date of exercise, and may be used for the
exclusive purposes of (a) payment of income taxes due on the
spread between the Option grant price and Option exercise price,
and; (b) purchase of net Options exercised.
<PAGE>
Any exercise of a Right for cash will be made only
during the period beginning on the third business day following
the date of release for publication of the Company's regular
quarterly or annual summary statement of revenues and income
(assuming such financial data appears on a wire service, in a
financial news service, or in a newspaper of general circulation,
or is otherwise made publicly available) and ending on the
twelfth business day following such date.
ADMINISTRATION
The Stock Option Program shall be administered by a
committee of three or more persons selected by the Board of
Directors of the Company from its own membership, which shall be
the Compensation Committee of the Board of Directors unless
another committee shall be designated by the Board. The rules of
administration as approved by the stockholders and the Board of
Directors, described in the Wm. Wrigley Jr. Company Management
Incentive Plan shall apply.
The Committee shall notify the recipient of the grant
in writing, delivered in duplicate either in person or by mail.
A Stock Option Agreement shall serve as notification. Receipt of
the Stock Option Agreement shall be acknowledged by the employee
on the duplicate copy, and by such acknowledgment, the employee
shall agree in consideration of the grant of such Stock Option
that he will abide by all the terms and conditions of the
Program. The employee shall return the signed duplicate copy of
the Stock Option Agreement to the Company within sixty days after
the grant. Otherwise, the Stock Option may be cancelled at the
discretion of the Board of Directors.
<PAGE>
WM. WRIGLEY JR. COMPANY
1988 STOCK OPTION PROGRAM
AGREEMENT
This AGREEMENT, made the ____ day of ________, 1988 by and
between the Wm. Wrigley Jr. Company, a corporation (the
"Company") and ___________________________ (the "Participant");
WITNESSETH:
WHEREAS, the Participant is now employed by the Company in a key
capacity and the Company desires to enable him to acquire, or
increase, his stock ownership in the Company so that he may have
a direct proprietary interest in the Company's success;
NOW, THEREFORE, in consideration of the covenants and agreements
herein contained, the parties hereto hereby agree as follows:
1. Grant of Options. Pursuant to the provisions of the
1988 Stock Option Program (the "Program"), the Company hereby
grants to the Participant, subject to the terms and conditions of
the Program and subject further to the terms and conditions
herein set forth, the right and option to purchase from the
Company for cash all or any part of an aggregate of ____ shares
of Common Stock of the Company at the purchase price of $______
per share, such option to be exercised as hereinafter provided.
2. Terms and Conditions. It is understood and agreed that
the option evidenced hereby is subject to the following terms and
conditions:
(a) Expiration Date. The option shall expire 10 years
after the date hereof.
(b) Exercise of Option. This option may be exercised,
in whole or in part, any time six months following
date of grant herein or prior to the expiration
thereof. Any exercise shall be accompanied by a
written notice to the Company specifying the
number of shares as to which the option is being
exercised.
<PAGE>
(i) Participant may elect to exercise tandem
Stock Appreciation Rights ("Rights") only in
conjunction with exercising the option in
whole or in part. Furthermore, Rights can
only be exercised in tandem with the option
for the exclusive purpose of (a) payment of
personal income taxes due on the spread
between the value on grant date and exercise
date of the option, and; (b) purchase of net
options exercised.
(ii) The value of one Right shall be the market
value of one share of Common Stock of the
Company at the close of the date on the Date
of Exercise less the market value of the
stock as of the close of the business day
next preceding the Date of Grant.
(iii) Exercise of Rights. Any exercise of a Right
for cash will be made only during the period
beginning on the third business day following
the date of release for publication of the
Company's regular quarterly or annual summary
statement of revenues and income (assuming
such financial data appears on a wire
service, in a financial news service, or in a
newspaper of general circulation, or is
otherwise made publicly available) and ending
on the twelfth business day following such
date.
(c) Payment of Purchase Price Upon Exercise. At the
time of any exercise, the purchase price shall be
paid to the Company in cash, in shares of Company
Common Stock having a fair market value equal to
the option price, or in a combination thereof.
<PAGE>
(d) Exercise Upon Death, Long-Term Disability or
Termination of Employment.
(i) If the Participant shall cease to be employed
by the Company for any reason other than
death, long-term disability, or retirement,
the Participant may nevertheless exercise
this option to the extent it is then
exercisable within the three-month period
following the date such cessation of
employment, but not after the termination of
such three-month period.
(ii) If the Participant shall die while in the
employ of the Company or within three months
following termination of such employment
(subparagraph (i), above), this option to the
extent it is then exercisable may
nevertheless be exercised by the
Participant's personal representative within
the one-year period following the date of
death of the Participant, but not after the
termination of such one-year period. If the
Participant is placed on long-term disability
or retirement status, this option to the
extent it is then exercisable, may be
exercised by the Participant within the one-
year period following the date of
commencement of long-term disability or
retirement status, but not after the
termination of such one-year period.
(e) Non-Transferability. This option shall not be
transferable other than by will or by the laws of
descent and distribution. During the lifetime of
the Participant, this option shall be exercisable
only by him.
(f) Adjustments. In the event of any change in the
Common Stock of the Company by reason of any stock
dividend, recapitalization, reorganization,
combination or exchange of shares, or of any
similar change affecting the Common Stock, then in
any such event, the number and kind of shares
subject to this option and their purchase price
per share shall be appropriately adjusted
consistent with such change in such manner as the
Committee of the Program may deem equitable to
prevent substantial dilution or enlargement of the
rights granted to the Participant hereunder. Any
adjustment so made shall be final and binding upon
the Participant.
<PAGE>
(g) No Rights as Stockholder. Participant shall have
no rights as a stockholder with respect to any
shares of Common Stock subject to this option
prior to the date of issuance to him of a
certificate or certificates for such shares. No
adjustments shall be made for dividends or
distributions or other rights with respect to such
shares for which the record date is prior to the
date upon which he shall become the holder of
record thereof.
(h) No Right to Continued Employment. This option
shall not confer upon Participant any right with
respect to continuance of employment by the
Company, nor shall it interfere in any way with
the right of his employer to terminate his
employment at any time.
(i) Compliance with Law and Regulations. This option
and the obligation of the Company to sell and
deliver shares hereunder, shall be subject to all
applicable Federal and State laws, rules and
regulations and to such approval by any government
or regulatory agency as may be required.
3. Participant Bound by Plan. Participant hereby
acknowledges receipt of a copy of the Program and agrees to be
bound by all the terms and provisions thereof.
4. Notices. Any notices hereunder to the Company shall be
addressed at its main office, 410 North Michigan Avenue,
Attention: Treasurer, and any notice hereunder to Participant
shall be addressed to him at ____________
_______________. Either party may designate at any time
hereafter in writing some other address.
<PAGE>
IN WITNESS WHEREOF, Wm. Wrigley, Jr. Company has caused
this Agreement to be executed by the Vice President-Personnel and
Assistant to the President and the Participant has executed this
Agreement, both as of the day and year first above written.
By: _______________________
(Authorized Signature)
By: _______________________
(Participant)
<PAGE>
THE GLOBE AND SPEAR
The Wrigley Spear has been associated with the established
brands of Wrigley's chewing gum since it was first used in 1893
and is recognized by consumers worldwide as a symbol of quality.
Back in the early 1970's, to reflect the Company's growing
international presence, a Wrigley artist first depicted the Spear
encircling the globe. The Globe and Spear is now a registered
trademark of the Wm. Wrigley Jr. Company. Wrigley brands are
produced in 12 factories around the world and sold in well over
100 countries. Wrigley's chewing gum represents a truly American
product known throughout the world and enjoyed daily by millions.
<PAGE>
[Insert Wrigley Letterhead]
To the Stockholders and Employees
of the Wm. Wrigley Jr. Company
Your Company's combination of quality products, quality
people and sound marketing programs resulted in our tenth
consecutive year of record sales and earnings. Volumes both
domestically and internationally reached new highs and, for the
first time in Company history, our international business
accounted for more than half our total volume. In the process,
your Company faced significantly greater competition pretty much
across the board, and this competitive activity gives no
indication of abating as we head into 1995.
Despite increased spending by competing brands, solid volume
gains were achieved in North America. In the U.S., Extra(R)
further extended its sugarfree market share lead, and all of our
long-established sugar brands added volume. Winterfresh(R), our
first new sugar chewing gum brand in nearly 20 years, was
launched nationally in August. Trade and consumer response to
this new entry has been very favorable. As Winterfresh gained
distribution, it made the largest contribution to the overall
domestic volume growth. Freedent(R), at the same time, was being
challenged by a new competitive brand. Before year end, we
responded by reformulating and relaunching Freedent peppermint
and spearmint. These new formulas have a softer texture and
longer lasting flavor. In the coming months, with the support of
new advertising, we will seek to restore growth to the brand.
The intense competition in the region was most evident in
Canada where volume softened slightly following two years of
healthy gains. Sales in Mexico, on the other hand, made a
significant contribution to our North American growth in 1994.
Although starting from a relatively small base, our volume in
Mexico nearly doubled as distribution was expanded and
merchandising continued to improve. The recent devaluation of the
peso, however, will most likely have a substantial impact in 1995
on the volume and profitability of our business in Mexico.
Our associates at Amurol Confections also added to our
volume growth. They managed a gain over the prior year's record
production even with the complexities of their move to new
facilities.
The hard work of our associates throughout Europe has helped
to make this the Company's fastest growing region during the past
five years. Solid growth was recorded once again in France,
Germany, the United Kingdom, and across Scandinavia, with our
sugarfree products showing particular strength. Your Company also
stepped up its activity in Central and Eastern Europe where, as
merchandising efforts increased and further distribution was
achieved, volume nearly doubled. While these newer markets
accounted for half the European volume gain in 1994, it should be
noted that some of these business environments remain volatile.
In the Asia/Pacific region, results were mixed in 1994.
Production rose sharply at our plant in China during its second
year of operation. And by year end, our Chinese associates were
gearing up to accelerate distribution to other markets within the
country to blunt the effects of some very aggressive competition.
Sales in Australia benefitted from the combination of new product
introductions and continued economic recovery, while in Taiwan,
improved merchandising and advertising gave our business a boost.
Rising volumes in Malaysia and Indonesia continue to offer
promise for the future, but this growth will require ongoing
marketing investments, particularly in Indonesia. Double-digit
inflation in the Philippines drove up production costs and
dictated a hefty price increase on a majority of our products.
This, in turn, triggered a sizeable volume decrease.
<PAGE>
As suggested in last year's letter, 1994 turned out to be a
record-breaking year for capital expenditures and factory
construction. Without the dedication of our Engineering groups,
we would have been hard-pressed to meet the demands associated
with this expansion. They actively participated in the design and
construction of the new buildings, while also fabricating,
refurbishing, and relocating more pieces of equipment than at any
other time in the Company's history. Amurol's new facility, as
mentioned earlier, is already up and running. The plant addition
in France will be completed by the end of the first quarter; the
new factory in India should be operating by mid-year; and
construction of the Polish factory has begun. While some capacity
constraints have been relieved, we anticipate higher levels of
capital spending in 1995 and beyond. These expenditures,
approaching a quarter of a billion dollars in the past three
years alone, could place pressure on near-term earnings as
incremental depreciation costs rise.
In the quarter century that has passed since the last flurry
of construction activity for the Wrigley Company, we have
experienced tremendous growth and change in the geographic mix of
our business. In 1970, sales were less than $180 million and
international markets accounted for about a quarter of our
volume; in 1994, sales were $1.6 billion and over half of our
volume came from outside the U.S. Since our growth overseas has
accelerated in recent years, much of our energy and resources in
1995 will be devoted to absorbing and consolidating these gains
into a stable base, and making the necessary investments in
further volume-building opportunities.
While we are witnessing an unprecedented movement toward
market economies throughout the world, it is being tempered by
desires for strong national or regional identities. Although many
physical and political barriers to international markets have
been eliminated in recent years, significant economic hurdles
remain. Trade barriers as well as associations of countries with
like interests will continue to have a very real influence on our
business. And as we have seen in Mexico, we will be exposed to
more financial risks because of volatile exchange rates and/or
restrictions on currency convertibility.
Finally, while our rapid geographic expansion has been quite
successful to date, neither the potential of these markets nor
our efforts have gone unnoticed by competitors, especially in
Eastern Europe and China. The competition for advertising
opportunities in emerging markets has resulted in significant
media inflation, and staffing up to fully develop these markets
also adds to our costs. We must make these investments, however,
because advertising and merchandising, coupled with price
restraint wherever possible, are key ingredients to our success.
The net result of these factors is that 1995 will be a
demanding year for the Wrigley Company. Our history has proven
that it is wiser to spend money now to sustain and build market
share than to spend more money later to regain lost market share.
Nevertheless, we remain optimistic that our strengths -
well-advertised worldwide brands that are known for quality,
talented and hard-working employees around the globe and focus on
the long-term success of the Company - will serve us well in
these increasingly challenging times.
Sincerely,
[SIG]
William Wrigley
<PAGE>
TABLE OF CONTENTS
5 Highlights
6 Statement of Earnings and Retained Earnings
7 Statement of Cash Flows
8 Balance Sheet
10 Notes to Financial Statements
18 Report of Independent Auditors
19 Selected Five Year Financial Data
20 Quarterly Data
21 Management's Discussion and Analysis
24 Directors
26 Elected Officers
27 Corporate Facilities and Associated
Companies
28 Stockholder Information
<PAGE>
<TABLE>
HIGHLIGHTS OF OPERATIONS
WM. WRIGLEY JR. COMPANY AND ASSOCIATED COMPANIES
1994 1993 1992
In thousands of dollars except for per share amounts
<S> <C> <C> <C>
Net Sales $1,596,551 1,428,504 1,286,921
Earnings before nonrecurring
gain on sale of Singapore
property in 1994 and cumulative
effect of accounting changes
in 1992 205,767 174,891 148,573
- Per Share of Common Stock 1.77 1.50 1.27
Net Earnings 230,533 174,891 141,295
- Per Share of Common Stock 1.98 1.50 1.21
Dividends Paid 104,694 87,344 72,511
- Per Share of Common Stock .90 .75 .62
Property Additions 87,013 63,095 66,682
Stockholders' Equity 688,470 575,182 498,935
Return on Average Equity 36.5% 32.6% 29.4%
Stockholders at Close of Year 24,078 18,567 14,546
Average Shares Outstanding (000) 116,358 116,511 117,055
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF
CONSOLIDATED CASH FLOWS
WM. WRIGLEY JR. COMPANY AND ASSOCIATED COMPANIES
YEAR ENDED DECEMBER 31 1994 1993 1992
In thousands of dollars
<S> <C> <C> <C>
CASH FLOWS-OPERATING ACTIVITIES
Net earnings $ 230,533 174,891 141,295
Adjustments to reconcile net earnings to
net cash flows from operating activities:
Depreciation 41,057 34,565 29,806
Gain on sales of property, plant
and equipment (38,762) (806) (3,985)
(Increase) decrease in:
Accounts receivable (13,608) (26,754) (10,652)
Inventories (38,086) (24,771) 205
Other current assets (13,578) (1,551) (115)
Other assets and deferred
charges 461 (3,929) (6,216)
Increase (decrease) in:
Accounts payable 3,086 10,298 7,937
Accrued expenses (525) 18,157 9,724
Income and other taxes payable 35,774 (14,241) 8,944
Deferred income taxes (7,894) (3,834) (11,551)
Other noncurrent liabilities 5,078 9,345 23,876
Net cash flows-operating activities 203,536 171,370 189,268
CASH FLOWS-INVESTING ACTIVITIES
Additions to property, plant and
equipment (87,013) (63,095) (66,682)
Proceeds from property retirements 40,855 4,042 7,983
Purchases of short-term investments (232,591) (140,186) -
Maturities of short-term investments 234,092 135,204 -
Net increase in short-term
investments - - (26,132)
Net cash flows-investing activities (44,657) (64,035) (84,831)
CASH FLOWS-FINANCING ACTIVITIES
Dividends paid (104,694) (87,344) (72,511)
Common stock purchased (13,225) (15,077) (17,579)
Net cash flows-financing activities (117,919) (102,421) (90,090)
Effect of exchange rate changes on
cash and cash equivalents 319 (2,768) (3,538)
Net increase in cash and cash
equivalents 41,279 2,146 10,809
Cash and cash equivalents at
beginning of year 86,290 84,144 73,335
Cash and cash equivalents at end
of year $ 127,569 86,290 84,144
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ 94,576 124,127 78,938
Interest paid $ 1,508 1,491 1,177
Interest and dividends received $ 12,135 12,164 10,893
See accompanying accounting policies and
notes.
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF
CONSOLIDATED CASH FLOWS
WM. WRIGLEY JR. COMPANY AND ASSOCIATED COMPANIES
YEAR ENDED DECEMBER 31 1994 1993 1992
In thousands of dollars
<S> <C> <C> <C>
CASH FLOWS-OPERATING ACTIVITIES
Net earnings $ 230,533 174,891 141,295
Adjustments to reconcile net earnings to
net cash flows from operating activities:
Depreciation 41,057 34,565 29,806
Gain on sales of property, plant
and equipment (38,762) (806) (3,985)
(Increase) decrease in:
Accounts receivable (13,608) (26,754) (10,652)
Inventories (38,086) (24,771) 205
Other current assets (13,578) (1,551) (115)
Other assets and deferred
charges 461 (3,929) (6,216)
Increase (decrease) in:
Accounts payable 3,086 10,298 7,937
Accrued expenses (525) 18,157 9,724
Income and other taxes payable 35,774 (14,241) 8,944
Deferred income taxes (7,894) (3,834) (11,551)
Other noncurrent liabilities 5,078 9,345 23,876
Net cash flows-operating activities 203,536 171,370 189,268
CASH FLOWS-INVESTING ACTIVITIES
Additions to property, plant and
equipment (87,013) (63,095) (66,682)
Proceeds from property retirements 40,855 4,042 7,983
Purchases of short-term investments (232,591) (140,186) -
Maturities of short-term investments 234,092 135,204 -
Net increase in short-term
investments - - (26,132)
Net cash flows-investing activities (44,657) (64,035) (84,831)
CASH FLOWS-FINANCING ACTIVITIES
Dividends paid (104,694) (87,344) (72,511)
Common stock purchased (13,225) (15,077) (17,579)
Net cash flows-financing activities (117,919) (102,421) (90,090)
Effect of exchange rate changes on
cash and cash equivalents 319 (2,768) (3,538)
Net increase in cash and cash
equivalents 41,279 2,146 10,809
Cash and cash equivalents at beginning
of year 86,290 84,144 73,335
Cash and cash equivalents at end
of year $ 127,569 86,290 84,144
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid $ 94,576 124,127 78,938
Interest paid $ 1,508 1,491 1,177
Interest and dividends received $ 12,135 12,164 10,893
See accompanying accounting policies and
notes.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEET
WM. WRIGLEY JR. COMPANY AND ASSOCIATED COMPANIES
AS OF DECEMBER 31 1994 1993
In thousands of dollars
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 127,569 86,290
Short-term investments, at amortized cost 102,679 103,556
Accounts receivable
(less allowance for doubtful accounts:
1994-$6,645; 1993-$4,407) 138,547 118,222
Inventories-
Finished goods 59,205 47,471
Raw materials and supplies 161,904 129,325
221,109 176,796
Other current assets 25,924 11,511
Deferred income taxes-current 7,484 5,918
Total current assets 623,312 502,293
Marketable equity securities, at fair value 14,687 31,417
Deferred charges and other assets 30,581 25,881
Deferred income taxes-noncurrent 20,834 15,865
Property, plant and equipment, at cost:
Land 23,281 22,496
Buildings and building equipment 204,877 173,403
Machinery and equipment 410,305 354,978
638,463 550,877
Less accumulated depreciation 349,043 311,009
289,420 239,868
Total assets $ 978,834 815,324
</TABLE>
<PAGE>
<TABLE>
AS OF DECEMBER 31 1994 1993
In thousands of dollars
and shares
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 68,097 62,621
Accrued expenses 69,716 67,137
Dividends payable 16,269 11,640
Income and other taxes payable 55,178 17,127
Deferred income taxes-current 638 636
Total current liabilities 209,898 159,161
Deferred income taxes-noncurrent 15,760 22,716
Other noncurrent liabilities 64,706 58,265
Stockholders' equity:
Preferred stock-no par value
Authorized: 20,000 shares
Issued: None
Common stock-no par value
Common stock
Authorized: 400,000 shares
Issued: 1994-91,326 shares; 1993-90,589
shares 12,177 12,078
Class B common stock-convertible
Authorized: 80,000 shares
Issued and outstanding: 1994-25,075 shares;
1993-25,812 shares 3,343 3,442
Additional paid-in capital 1,781 1,467
Retained earnings 685,850 564,640
Foreign currency translation adjustment (13,502) (24,757)
Unrealized holding gains on marketable equity
securities 7,855 18,312
Common Stock in treasury, at cost
(1994-192 shares; 1993-0 shares) (9,034) -
Total stockholders' equity 688,470 575,182
Total liabilities and stockholders' equity $ 978,834 815,324
See accompanying accounting policies and
notes.
</TABLE>
<PAGE>
ACCOUNTING POLICIES AND NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
WM. WRIGLEY JR. COMPANY AND ASSOCIATED COMPANIES
CONSOLIDATION AND DESCRIPTION OF BUSINESS
The consolidated financial statements include the accounts of the
Wm. Wrigley Jr. Company and its associated companies (the Company).
The Company's principal business is manufacturing and selling
chewing gum. All other businesses constitute less than 10% of
combined revenues, operating profit and identifiable assets.
NONRECURRING GAIN ON SALE OF SINGAPORE PROPERTY
On January 12, 1994, the Company sold the real estate holdings of
its wholly owned associated company in Singapore, Malayan Guttas
Private Limited, for a gain of $38,100,000. This nonrecurring gain,
reported in the first quarter of 1994, increased net earnings by an
after tax amount of $24,765,000 or $.21 per share.
ADVERTISING
The Company expenses all advertising costs in the year incurred.
Advertising expense was $225,291,000 in 1994, $198,985,000 in 1993
and $178,557,000 in 1992.
INVESTMENTS IN DEBT & EQUITY SECURITIES
Effective December 31, 1993, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 115 "Accounting for
Certain Investments in Debt and Equity Securities". The Company's
investments in debt securities, which typically mature in one year
or less, are held to maturity and valued at amortized cost, which
approximates fair value. The aggregate fair values at December 31,
1994 and December 31, 1993 were, respectively, $69,287,000 and
$82,881,000 for municipal securities, and $33,392,000 and
$20,675,000 for other debt securities.
The Company's investments in marketable equity securities are
held for an indefinite period. Application of SFAS No. 115 resulted
in unrealized holding gains of $12,085,000 at December 31, 1994 and
$28,171,000 at December 31, 1993. The aggregate fair value of the
Company's marketable equity securities at December 31, 1994 and
1993 totaled $14,687,000 and $31,417,000 respectively. The
unrealized holding gains, net of the related tax effect, added
$7,855,000 and $18,312,000 to Stockholders' equity at December 31,
1994 and 1993, respectively. At the end of 1994, Section 170 (e)(5)
of the U.S. Internal Revenue Code expired, greatly reducing the tax
deductibility of appreciated securities contributed to private
foundations. In anticipation of this change, a contribution of
marketable equity securities having a fair value of $14,966,000 and
an original cost of $624,000 was made to the Company's charitable
foundation in 1994.
CASH AND CASH EQUIVALENTS
The Company considers all highly-liquid debt instruments with a
maturity of three months or less to be cash equivalents.
<PAGE>
INVENTORIES
Inventories at December 31, 1994 and 1993 included $109,707,000 and
$87,960,000, respectively, valued at cost on a last-in, first-out
(LIFO) basis. If current costs had been used, such inventories
would have been $46,326,000 and $42,723,000 higher than reported at
December 31, 1994 and 1993, respectively. The non-LIFO inventories
are valued at the lower of cost (principally first-in, first-out
basis) or market.
DEPRECIATION
Depreciation is provided over the estimated useful lives of the
respective assets (buildings and building equipment--12 to 50
years; machinery and equipment--3 to 20 years). The depreciation
methods and amounts were:
1994 1993 1992
In thousands of dollars
STRAIGHT-LINE $17,531 15,639 14,914
ACCELERATED 23,526 18,926 14,892
FOREIGN CURRENCY TRANSLATION AND EXCHANGE CONTRACTS
The Company has determined that the functional currency for each
associated company except for selected Eastern and Central European
entities is its local currency. Some Eastern and Central European
entities are considered to be highly inflationary and their
functional currencies are remeasured to U.S. dollars.
Following is an analysis of the unrealized foreign currency
translation adjustment included in the balance sheet:
In thousands of dollars
BALANCE AT 12/31/91 $ 5,719
1992 Adjustment (15,411)
BALANCE AT 12/31/92 (9,692)
1993 Adjustment (15,065)
BALANCE AT 12/31/93 (24,757)
1994 Adjustment 11,255
BALANCE AT 12/31/94 $ (13,502)
Certain foreign associated companies enter into fixed rate
currency exchange contracts as non-speculative hedges against
future material purchase commitments among associated companies. In
addition, the Parent Company enters into such contracts from time
to time as non-speculative hedges regarding known future
commitments with associated companies. Market value gains and
losses, recognized at expiration of the contracts, offset foreign
exchange gains or losses on the related transactions being hedged.
At December 31, 1994, foreign exchange rate contracts for a number
of currencies, primarily French francs, German marks, and U.S.
dollars, maturing at various dates through December 31, 1995
aggregated $180,639,000. Open foreign exchange contracts at
December 31, 1993 aggregated $137,683,000. Unrealized gains or
losses on these contracts were not significant as of either
December 31, 1994 or 1993.
ACCRUED EXPENSES
Accrued expenses at December 31, 1994 included $23,758,000 of
payroll expenses and $8,931,000 of customer allowances. Payroll
expenses of $21,906,000 and customer allowances of $11,231,000 were
included in accrued expenses at December 31, 1993.
<PAGE>
OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities include liabilities for postretirement
benefit plans of approximately $20,000,000 and $18,200,000 at
December 31, 1994 and 1993, respectively. Also included are
employee pension funds, deferred compensation, and postemployment
benefits.
COMMON STOCK
Following is a summary of activity in Common Stock, paid-in capital
and treasury stock:
<TABLE>
COMMON STOCK CLASS B COMMON ADDITIONAL TREASURY
STOCK
PAID-IN
SHARES AMOUNT SHARES AMOUNT CAPITAL SHARES
AMOUNT
In thousands of dollars and shares
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT
12/31/91 116,862 $15,582 27,138 $3,618 $2,504 26,582 $(143,686)
TREASURY STOCK
PURCHASES - - - - - 671 (17,579)
TREASURY STOCK
RETIREMENT (27,166) (3,622) - - - (27,166) 158,692
CONVERSION 715 161 (715) (161) - - -
ISSUANCES - - - - (1,400) (87) 2,573
STOCK APPRECIATION
RIGHTS - - - - 695 - -
STOCK SPLIT - - - - (231) - -
BALANCE AT
12/31/92 90,411 12,121 26,423 3,457 1,568 - -
TREASURY STOCK
PURCHASES - - - - - 450 (15,077)
TREASURY STOCK
RETIREMENT (433) (58) - - - (433) 14,489
CONVERSION 611 15 (611) (15) - - -
ISSUANCES - - - - (67) (17) 588
STOCK SPLIT - - - - (34) - -
BALANCE AT
12/31/93 90,589 12,078 25,812 3,442 1,467 - -
TREASURY STOCK
PURCHASES - - - - - 292 (13,225)
CONVERSION 737 99 (737) (99) - - -
ISSUANCES - - - - 140 (100) 4,191
EXPIRED PUT
OPTION - - - - 174 - -
BALANCE AT
12/31/94 91,326 $12,177 25,075 $3,343 $1,781 192 $ (9,034)
</TABLE>
The Company's Management Incentive Plan (MIP) authorizes the
granting of up to 5,400,000 shares of the Company's new or reissued
Common Stock (including 492,222 shares issued under the predecessor
1984 Stock Award Plan) to key managers in various forms, including
stock grants and stock appreciation rights.
In 1988, the Company granted to certain key managers, non-
qualified stock options for 240,000 shares of Common Stock at
$11.208, the fair market price on the date of grant. These options
may be exercised through 1998. Participants may exchange a portion
of their options for stock appreciation rights. These rights
acquire value if the market price of shares of Common Stock
increases above the grant price of options. Through December 31,
1994 stock options for 85,512 shares and stock appreciation rights
for 44,488 shares have been exercised.
Each share of Class B Common Stock has ten votes, is restricted
as to transfer or other disposition and is convertible at any time
into one share of Common Stock.
Additional paid-in capital primarily represents the excess of
fair market value of Common Stock issued from treasury on the date
the shares of stock were awarded over the average acquisition cost
of the shares.
Treasury Stock is acquired for MIP plans or under a resolution
the Board of Directors adopted at its meeting of August 18, 1993
authorizing the Company to purchase from time to time shares of the
Company's Common Stock not to exceed $100,000,000 in aggregate
price. On August 19, 1992 the Board of Directors adopted a
resolution retiring the entire balance of shares of Common Stock
held in the corporate treasury at that time and all subsequent
acquisitions to the extent not required for issuance under the MIP
programs.
<PAGE>
Pursuant to agreements in 1991 and 1992 with the Offield Family
Foundation, the Company purchased shares of Wrigley stock in
quarterly increments of 150,000 shares based on the average New
York Stock Exchange daily closing price of the Company's Common
Stock during each quarter. Purchases during 1992 and 1993 were
600,000 shares at an average price of $25.25 and 450,000 shares at
an average price of $33.50, respectively.
On June 9, 1994, the Company agreed to an unsolicited offer from
the Wrigley Memorial Garden Foundation, to purchase 345,072 shares
of Wrigley Common Stock in four quarterly installments. The
purchase amount is based on the average New York Stock Exchange
daily closing price of the Company's Common Stock during each
quarter. Pursuant to this agreement the Company purchased 172,536
shares of Wrigley stock during 1994 at an average price of $44.19.
INCOME TAXES
Effective January 1, 1992, the Company changed its method of
accounting for income taxes from the deferred method to the
liability method required by SFAS No. 109 "Accounting for Income
Taxes". The cumulative effect of adopting SFAS No. 109 as of
January 1, 1992 was to increase net income and decrease the
deferred tax liability by $2,865,000.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income
tax purposes. Components of deferred tax assets and (liabilities)
are as follows:
1994 1993
In thousands of dollars
ACCRUED COMPENSATION,
PENSION AND
POSTRETIREMENT BENEFITS $ 15,399 12,980
DEPRECIATION (7,933) (8,128)
UNREALIZED HOLDING GAIN (4,230) (9,860)
ALL OTHER-NET 8,684 3,439
NET DEFERRED TAX ASSET
(LIABILITY)
$11,920 (1,569)
Balance sheet classifications of deferred tax are as follows:
1994 1993
In thousands of dollars
DEFERRED TAX ASSET-
CURRENT $ 7,484 5,918
DEFERRED TAX ASSET-
NONCURRENT 20,834 15,865
DEFERRED TAX LIABILITY-
CURRENT (638) (636)
DEFERRED TAX LIABILITY-
NONCURRENT (15,760) (22,716)
NET DEFERRED TAX ASSET
(LIABILITY) $ 11,920 (1,569)
<PAGE>
Applicable U.S. income and foreign withholding taxes have not been provided
on $189,243,000 of undistributed earnings of international associated companies
at December 31, 1994. These earnings are considered to be permanently invested
and, under the tax laws, are not subject to such taxes until distributed as
dividends. If the earnings were not considered permanently invested,
approximately $15,618,000 of deferred income taxes, consisting primarily of
foreign withholding taxes, would have been provided. Such taxes, if ultimately
paid, may be recoverable as foreign tax credits in the U.S.
Income taxes are based on pre-tax earnings which are distributed
geographically as follows:
1994 1993 1992
In thousands of dollars
DOMESTIC $ 172,194 157,431 133,508
FOREIGN 181,085 121,404 98,795
$ 353,279 278,835 232,303
Reconciliation of the provision for income taxes computed at the U.S. Federal
statutory rate of 35% for 1994 and 1993 and 34% for 1992 to the reported
provision for income taxes is as follows:
1994 1993 1992
In thousands of dollars
PROVISION AT
STATUTORY RATE $ 123,648 97,592 78,983
STATE TAXES-NET 8,308 8,101 6,927
FOREIGN TAX RATES 361 405 3,595
CONTRIBUTION OF
APPRECIATED
SECURITIES (5,020) - -
OTHER-NET (4,551) (2,154) (5,775)
$ 122,746 103,944 83,730
The components of the provision for income taxes for 1994, 1993, and 1992
were:
CURRENT DEFERRED TOTAL
In thousands of dollars
1994
FEDERAL $ 63,941 (8,171) 55,770
FOREIGN 53,560 277 53,837
STATE 13,139 - 13,139
$ 130,640 (7,894) 122,746
1993
FEDERAL $ 46,874 (3,229) 43,645
FOREIGN 48,098 (605) 47,493
STATE 12,806 - 12,806
$ 107,778 (3,834) 103,944
1992
FEDERAL $ 35,833 (3,348) 32,485
FOREIGN 41,405 (113) 41,292
STATE 9,953 - 9,953
$ 87,191 (3,461) 83,730
<PAGE>
PENSIONS
The Company maintains non-contributory defined benefit pension
plans covering substantially all of its employees. Retirement
benefits are a function of the years of service and the level of
compensation, generally for the highest three consecutive salary
years occurring within ten years prior to an employee's retirement
date, depending on the plan. The Company's policy is to fund within
ERISA or other statutory limits to provide benefits earned to date
and expected to be earned in the future. The components of
consolidated net pension cost are presented below:
<TABLE>
1994 1993 1992
DOMESTIC FOREIGN DOMESTIC FOREIGN DOMESTIC
FOREIGN
In thousands of dollars
<S> <C> <C> <C> <C> <C> <C>
SERVICE COST-
BENEFITS EARNED DURING THE YEAR $ 7,467 3,163 7,542 2,806 7,286
2,658
INTEREST COST
ON PROJECTED BENEFIT OBLIGATION 14,104 3,164 12,898 3,061 13,012
3,203
ACTUAL RETURN ON PLAN ASSETS (79) (3,820)(14,653) (3,433) (18,957)
(3,966)
NET AMORTIZATION AND DEFERRAL (15,087) (437) 629 (317) 5,058
(376)
OTHER PENSION PLANS 500 2,997 173 2,259 175 2,530
NET PENSION COST $ 6,905 5,067 6,589 4,376 6,574 4,049
Assumptions used to determine net pension cost and the actuarial present value
of the projected benefit obligation were as follows:
1994 1993 1992
DOMESTIC FOREIGN DOMESTIC FOREIGN DOMESTIC FOREIGN
In thousands of dollars
<S> <C> <C> <C> <C> <C> <C>
DISCOUNT RATES 8.0% 6.5-8.0% 7.0% 7.5-9.0% 7.75% 7.5-10.0%
LONG-TERM RATES
OF RETURN ON ASSETS 8.5% 6.5-8.0% 8.5% 5.0-9.0% 8.5% 7.0-9.0%
RATES OF INCREASE
IN COMPENSATION LEVELS 4.75% 3.5-7.0% 4.75% 5.0-8.0% 5.5% 5.0-8.0%
Domestic plan assets consist primarily of high quality marketable
fixed income and equity securities. Foreign plan assets consist
primarily of contracts with insurance companies. The defined
benefit plans' funded status and the pension liability recorded in
the consolidated balance sheet were as follows:
1994 1993
DOMESTIC FOREIGN DOMESTIC FOREIGN
In thousands of dollars
<S> <C> <C> <C> <C>
PLAN ASSETS AT FAIR VALUE $ 188,446 51,367 189,067 43,092
ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATION:
Vested benefits 137,991 34,973 152,685 26,561
Nonvested benefits 4,346 2,732 1,698 1,476
Accumulated benefit obligation 142,337 37,705 154,383 28,037
Projected future salary increases 39,998 6,153 38,021 8,485
Projected benefit obligation 182,335 43,858 192,404 36,522
PLAN ASSETS IN EXCESS OF (LESS THAN)
PROJECTED BENEFIT OBLIGATION 6,111 7,509 (3,337) 6,570
LESS ITEMS NOT YET RECOGNIZED IN EARNINGS:
Unrecognized prior service cost (520) (607) (1,808) 413
Unrecognized net gain (loss) 6,279 4,514 (739) 2,219
Unrecognized transition asset 3,322 4,190 3,778 4,572
ACCRUED PENSION LIABILITY $ 2,970 588 4,568 634
</TABLE>
<PAGE>
POSTRETIREMENT BENEFITS
Effective January 1, 1992, the Company adopted SFAS No. 106
relating to "Accounting for Postretirement Benefits Other Than
Pensions". The Company provides limited postretirement healthcare
benefits on a contributory basis and life insurance benefits in the
U.S. and at certain international associated companies. The cost of
postretirement benefits is provided for during the employee's
active working career.
A reconciliation of the plans' funded status to the amounts
reported in the financial statements follows:
1994 1993
In thousands of dollars
ACCUMULATED
POSTRETIREMENT
BENEFIT OBLIGATION:
Retirees $ 5,500 4,300
Active employees 14,500 14,100
Total 20,000 18,400
PLAN ASSETS 2,400 2,600
ACCUMULATED
POSTRETIREMENT
BENEFIT OBLIGATION
IN EXCESS OF PLAN ASSETS 17,600 15,800
UNRECOGNIZED
ACTUARIAL GAIN 2,400 2,400
ACCRUED
POSTRETIREMENT LIABILITY $20,000 18,200
The components of the net periodic postretirement benefit cost
are as follows:
1994 1993 1992
In thousands of dollars
SERVICE COST $ 900 1,000 900
INTEREST COST 1,500 1,500 1,400
RETURN ON PLAN ASSETS (200) (200) (200)
NET PERIODIC EXPENSE $ 2,200 2,300 2,100
Actuarial assumptions used to measure the postretirement benefit
cost are as follows:
1994 1993 1992
DISCOUNT RATE 8.0% 7.25% 8.0%
HEALTHCARE
TREND TO 2002
(IN 1994) 10.0-5.0% 12.9-5.0% 14.0-6.0%
RETURN ON PLAN
ASSETS 5.5% 5.5% 8.5%
Effects of increasing the healthcare trend rates by one
percentage point in each year are summarized below:
1994 1993 1992
In thousands of dollars
INCREASE ACCUMULATED
POSTRETIREMENT
BENEFIT
OBLIGATION BY $ 1,900 4,500 3,100
INCREASE
POSTRETIREMENT
BENEFIT COST BY 300 800 700
<PAGE>
OPERATIONS BY GEOGRAPHIC AREAS
Information concerning the Company's operations in different
geographic areas at December 31, 1994, 1993 and 1992, and for the
years then ended is presented below.
Operating profit is revenue less all costs and expenses other
than general corporate expenses, interest expense and income taxes.
Identifiable assets are those involved in the operations in each
geographic area and include all of the assets of associated
companies. Marketable equity securities held by the parent company
are not distributed to geographic areas, and the related dividend
income is included in the adjustments and eliminations line.
<TABLE>
1994 1993 1992
In thousands of dollars
<S> <C> <C> <C>
REVENUES:
North America (principally U.S.) $938,034 883,658 824,568
Europe 573,153 456,536 383,887
Asia, Pacific & Other 199,638* 140,050 136,180
Adjustments and eliminations (49,575) (39,802) (43,368)
Total revenues $1,661,250 1,440,442 1,301,267
OPERATING PROFIT:
North America (principally U.S.) $176,794 163,174 143,136
Europe 107,390 92,712 66,727
Asia, Pacific & Other 70,390* 24,353 22,705
Adjustments and eliminations 1,020 1,160 1,464
355,594 281,399 234,032
Interest and General Corporate
Expenses (2,315) (2,564) (1,729)
Earnings before income taxes and
cumulative effect of accounting
changes $ 353,279 278,835 232,303
IDENTIFIABLE ASSETS USED IN OPERATIONS:
North America (principally U.S.) $574,125 501,527 458,337
Europe 264,136 185,242 164,380
Asia, Pacific & Other 121,339 92,473 81,658
Adjustments and eliminations 4,547 4,665 4,458
964,147 783,907 708,833
Corporate Assets 14,687 31,417 2,539
Total assets $ 978,834 815,324 711,372
* Includes nonrecurring gain of $38,100 on sale of Singapore property.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Stockholders and Board of Directors
of the Wm. Wrigley Jr. Company
We have audited the accompanying consolidated balance sheet of Wm.
Wrigley Jr. Company and associated companies at December 31, 1994
and 1993, and the related statements of consolidated earnings and
retained earnings and consolidated cash flows for each of the three
years in the period ended December 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Wm. Wrigley Jr. Company and associated companies at
December 31, 1994 and 1993, and the consolidated results of their
operations and cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted
accounting principles.
As discussed in accounting policies and notes to consolidated
financial statements, in 1992 the Company changed its method of
accounting for postretirement benefits other than pensions to
comply with Statement of Financial Accounting Standards (SFAS) No.
106 and changed its method of accounting for income taxes to comply
with SFAS No. 109.
ERNST & YOUNG LLP
Chicago, Illinois
January 30, 1995
<PAGE>
<TABLE>
SELECTED FIVE YEAR FINANCIAL
DATA
WM. WRIGLEY JR. COMPANY AND ASSOCIATED COMPANIES
1994 1993 1992 1991 1990
In thousands of dollars except for per share amounts
<S> <C> <C> <C> <C> <C>
OPERATING DATA
Net Sales $1,596,551 1,428,504 1,286,921 1,148,875 1,110,639
Cost of Sales 697,442 617,156 572,468 507,795 508,957
Income Taxes 122,746 103,944 83,730 79,362 70,897
Earnings before nonrecurring
gain on sale of Singapore
property in 1994 and
cumulative effect of
accounting changes in 1992 205,767 174,891 148,573 128,652 117,362
- Per Share of Common Stock 1.77 1.50 1.27 1.09 1.00
Net Earnings 230,533 174,891 141,295 128,652 117,362
- Per Share of Common Stock 1.98 1.50 1.21 1.09 1.00
Dividends Paid 104,694 87,344 72,511 64,609 58,060
- Per Share of Common Stock .90 .75 .62 .55 .49
- As a Percent of Net
Earnings 45% 50% 51% 50% 49%
Dividends Declared
Per Share of Common Stock .94 .75 .63 .55 .51
Average Shares Outstanding
(000) 116,358 116,511 117,055 117,517 117,743
OTHER FINANCIAL DATA
Total Property, Plant and
Equipment (Net) $289,420 239,868 222,137 201,386 188,959
Total Assets 978,834 815,324 711,372 625,074 563,665
Working Capital 413,414 343,132 299,149 276,047 229,735
Stockholders' Equity 688,470 575,182 498,935 463,399 401,386
Return on Average Equity 36.5% 32.6% 29.4% 29.8% 31.5%
Stockholders at Close of
Year 24,078 18,567 14,546 11,086 10,497
Employees at Close of
Year 7,000 6,700 6,400 6,250 5,850
Market Price of
Stock-High 53 7/8 46 1/8 39 7/8 27 19 3/4
- Low 38 1/8 29 1/2 22 1/8 16 3/8 14 7/12
</TABLE>
<PAGE>
QUARTERLY DATA
WM. WRIGLEY JR. COMPANY AND ASSOCIATED COMPANIES
CONSOLIDATED RESULTS
COST NET EARNINGS
NET OF PER
SALES SALES AMOUNT SHARE
In thousands of dollars except for per share amounts
1994
FIRST QUARTER........$ 378,557 162,936 75,942 .65
SECOND QUARTER....... 423,048 185,761 58,347 .50
THIRD QUARTER........ 404,087 172,838 61,621 .53
FOURTH QUARTER....... 390,859 175,907 34,623 .30
TOTAL...........$ 1,596,551 697,442 230,533 1.98
1993
FIRST QUARTER........$ 332,333 145,113 42,360 .36
SECOND QUARTER....... 386,167 165,301 53,560 .46
THIRD QUARTER........ 360,541 153,679 49,114 .42
FOURTH QUARTER....... 349,463 153,063 29,857 .26
TOTAL...........$ 1,428,504 617,156 174,891 1.50
Net earnings for the first quarter 1994 included $24,765,000 or
$.21 per share from the sale of Singapore property.
MARKET PRICES
Although there is no established public trading market for the
Class B Common Stock, these shares are at all times convertible
into shares of Common Stock on a one-for-one basis and are entitled
to identical dividend payments.
The Common Stock of the Company is listed and
traded on the New York Stock Exchange. The table below presents the
high and low sales prices for the two most recent years.
1994 1993
HIGH LOW HIGH LOW
FIRST QUARTER............$53 7/8 43 1/4 34 7/8 29 1/2
SECOND QUARTER........... 52 1/4 46 7/8 36 1/4 30 1/8
THIRD QUARTER............ 48 1/2 38 1/8 45 1/2 31 3/8
FOURTH QUARTER........... 49 5/8 39 1/2 46 1/8 41 1/4
DIVIDENDS
The following table indicates the breakdown of dividends declared
per share of Common Stock and Class B Common Stock for the two most
recent years.
1994 1993
REGULAR EXTRA TOTAL REGULAR EXTRA TOTAL
FIRST QUARTER...........$ .12 .12 .10 .10
SECOND QUARTER.......... .12 .12 .10 .10
THIRD QUARTER........... .12 .12 .10 .10
FOURTH QUARTER.......... .14 .44 .58 .10 .35 .45
TOTAL............$ .50 .44 .94 .40 .35 .75
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
NET SALES
Consolidated net sales for 1994 increased $168,047,000 or 12% from
1993's level which was up $141,583,000 or 11% from 1992. Net sales
for both 1994 and 1993 were favorably affected by higher unit
volume and to a lesser extent, by selected selling price increases.
Net sales in 1994 were increased by translating foreign currency
sales to U.S. dollars at higher average foreign currency rates. In
1993, translation decreased reported sales due to lower average
foreign currency rates than in 1992.
Consolidated unit volume of chewing gum increased 9% in 1994
from 1993's shipments, which were up 13% from 1992. Sugarfree
brands continued to make a significant contribution to volume gains
in both years. Selected selling price changes increased net sales
about 2% in both 1994 and 1993.
In North America, U.S. unit volume of Wrigley brands increased
3% in 1994 from 1993 which was up 6% over 1992. Winterfresh(R), a
new sugar product, accounted for most of the gain in 1994. Unit
volume of Extra(R) was the largest contributor to the gain in 1993.
Established brands' Value Priced 5-stick packages also added to the
1993 gain. Increased sales to Mexico added 2% to North American
unit volume in both 1994 and 1993. At Amurol Confections Company,
1994 unit sales increased 2% from 1993 after being up 12% from
1992.
Overseas, unit volume increased 15% in 1994 from 1993 which
increased 20% from 1992. Customer shipments in Eastern and Central
Europe, the U.K. and Germany accounted for over two-thirds of the
overseas gains in both 1994 and 1993. Asia/Pacific 1994 unit volume
gains were relatively small as a decline in the Philippines
following a selling price increase tended to offset the volume
increases in China and other markets. Asia/Pacific volume gains in
1993 were mainly from the Philippines, China and Australia.
INVESTMENT AND OTHER INCOME
Consolidated investment and other income increased in 1994 by
$14,659,000 or 123% mainly due to recognition of $14,342,000 market
appreciation of the marketable equity securities contributed to the
Company's charitable foundation. This gain is offset by
contribution expense classified in Selling, Distribution and
General Administrative Expenses. The contribution was made in
anticipation of a change in the income tax deductibility of such
contributions after 1994.
In 1993, investment and other income decreased $2,408,000 or 17%
from 1992 essentially due to the 1992 sale of vacant land in the
U.S. not recurring in 1993.
COST OF SALES AND GROSS PROFIT
Consolidated cost of sales increased $80,286,000 or 13% in 1994
from 1993. Most of this increase was from the higher worldwide
sales volume and increased costs including import duties in Central
and Eastern Europe. Translation of foreign currency costs at higher
average exchange rates also added to the increase from 1993.
<PAGE>
In 1993, cost of sales increased $44,688,000 or nearly 8% from
1992. Most of this increase was from the higher worldwide sales
volume. Translation of foreign currency transactions at lower
average exchange rates from 1992 partially offset the 1993 volume
increase.
Consolidated gross profit in 1994 was $899,109,000, an increase
of $87,761,000 or 11% from 1993 which had increased $96,895,000 or
13% from 1992. The consolidated gross profit margin on net sales
was 56.3% for 1994, 56.8% for 1993 and 55.5% for 1992. Sales growth
in markets with lower margins led to the slightly lower
consolidated margin in 1994 compared to 1993. Lower unit product
costs contributed to the margin improvement in 1993 from 1992.
SELLING, DISTRIBUTION AND GENERAL ADMINISTRATIVE EXPENSES
Consolidated selling, distribution and general administrative
expenses increased $66,095,000 or 12% in 1994 from 1993 which was
up $47,621,000 or nearly 10% from 1992. The increase in 1994
includes the Company's contribution of appreciated marketable
equity securities to its charitable foundation previously discussed
in Investment and Other Income. Excluding the nonrecurring amount
of the 1994 contribution, results in an increase of $52,095,000 or
nearly 10% from 1993 and comparable to the 1993 increase from 1992.
Worldwide selling and marketing expenditures were a major factor in
those increases each year.
As a percentage of consolidated net sales, these expenses have
been as follows:
1994 1993 1992
SELLING AND MARKETING 26.1% 25.9% 26.6%
DISTRIBUTION AND
GENERAL ADMINISTRATIVE 12.0% 12.1% 11.9%
38.1% 38.0% 38.5%
INCOME TAXES
The effective consolidated income tax rate was 34.7% in 1994, 37.3%
in 1993 and 36.0% in 1992. The lower effective rate in 1994 is
mainly from the tax benefit of the contribution of appreciated
securities to the Company's foundation noted above. Excluding the
effect of this transaction, the 1994 effective tax rate would have
been about 36.2%. The effective rate increase in 1993 reflects the
legislated U.S. corporate rate change to 35% from 34% for the year.
Income taxes in 1994 increased by $18,802,000 or 18% from 1993
which increased $20,214,000 or 24% from the prior year.
NET EARNINGS
Net earnings in 1994 increased by $55,642,000 and $.48 per share or
32% from 1993. However, the nonrecurring sale of real estate
holdings in Singapore during the first quarter added $24,765,000
after taxes or $.21 per share to the 1994 increase. Excluding the
nonrecurring gain from Singapore, 1994 net earnings increased by
$30,877,000 and $.27 per share or 18%.
Net earnings in 1993 increased by $33,596,000 and $.29 per share
or 24% from 1992. In 1992, the Company adopted SFAS No. 106
"Accounting for Postretirement Benefits Other than Pensions" and
SFAS No. 109 "Accounting for Income Taxes." The cumulative effect
of adopting these accounting standards lowered 1992 consolidated
earnings by the one-time charge of $7,278,000 or $.06 per share.
Excluding the cumulative effect of the 1992 accounting changes,
1993 net earnings increased by $26,318,000 and $.23 per share or
18%.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
COMMON STOCK PURCHASES
The Company paid $13,225,000 in 1994, $15,077,000 in 1993 and
$17,579,000 in 1992 from internal cash to acquire 292,000, 450,000
and 671,000 shares of its Common Stock, respectively. The Company
remained in a strong financial position after these disbursements.
Further purchases of Common Stock in 1995 are also likely to be
from internally generated funds.
CURRENT RATIO
The Company has maintained a strong financial position with a
current ratio (current assets divided by current liabilities) of
3.0 to 1 for the periods under discussion (1992-1994).
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
Capital expenditures for 1994 increased from 1993 by $23,918,000 or
38%, and 1993 capital expenditures decreased from 1992 by
$3,587,000 or 5%. All of the capital expenditures for 1994 and 1993
were funded from the Company's operations and internal sources
including the proceeds from the sale of real estate holdings in
Singapore during 1994. Additions to property, plant and equipment
in 1995 are likely to exceed 1994 expenditures and are also
expected to be funded from internal sources.
<PAGE>
NONFINANCIAL INFORMATION
<PAGE>
WM. WRIGLEY JR. COMPANY
COMMITTEES OF
THE BOARD OF DIRECTORS
AUDIT
Charles F. Allison III
Chairman
Gary E. Gardner
Penny Pritzker
Richard K. Smucker
COMPENSATION
Robert P. Billingsley
Chairman
Charles F. Allison III
Lee Phillip Bell
NOMINATING
Lee Phillip Bell
Chairman
Robert P. Billingsley
Richard K. Smucker
WILLIAM WRIGLEY
President & Chief Executive Officer
Wm. Wrigley Jr. Company
R. DARRELL EWERS
Executive Vice President
Wm. Wrigley Jr. Company
<PAGE>
RICHARD K. SMUCKER
President
The J. M. Smucker Company
CHARLES F. ALLISON III
Senior Vice President
Booz, Allen & Hamilton
JOSEPH H. FLOM
Partner
Skadden, Arps, Slate, Meagher & Flom
(Retired March 8, 1994)
IRVING SEAMAN, JR.
Senior Consultant
Burson-Marsteller
(Retired March 8, 1994)
<PAGE>
BOARD OF DIRECTORS
LEE PHILLIP BELL
President
Bell-Phillip Television Productions
GARY E. GARDNER
President & Chief Executive Officer
Soft Sheen Products
WILLIAM WRIGLEY, JR.
Vice President
Wm. Wrigley Jr. Company
ROBERT P. BILLINGSLEY
Executive Vice President
WLD Enterprises
PENNY PRITZKER
President
Classic Residence by Hyatt
<PAGE>
ELECTED OFFICERS--1994
WILLIAM WRIGLEY
President & Chief Executive Officer
R. DARRELL EWERS
Executive Vice President
DOUGLAS S. BARRIE
Group Vice President-International
RONALD O. COX
Group Vice President-Marketing
JOHN F. BARD
Senior Vice President
MARTIN J. GERAGHTY
Senior Vice President-Manufacturing
WILLIAM WRIGLEY, JR.
Vice President
GARY R. BEBEE
Vice President-Customer Marketing
DAVID E. BOXELL
Vice President-Personnel
J. E. DY-LIACCO
Vice President-International
SUSAN S. FOX
Vice President-Consumer Marketing
PHILIP G. HAMILTON
Vice President-International
JON ORVING
Vice President-International
DUSHAN PETROVICH
Vice President-Treasurer
STEFAN PFANDER
Vice President-International
WM. M. PIET
Vice President-Corporate Affairs & Secretary
JOHN A. SCHAFER
Vice President-Purchasing
CHRISTAFOR E. SUNDSTROM
Vice President-Corporate Development
<PAGE>
DONALD E. BALSTER
Vice President-Production
H. J. KIM
Vice President-Engineering
PHILIP G. SCHNELL
Vice President-Research & Development
JOHN H. SUTTON
General Manager-Converting Division
DENNIS J. YARBROUGH
Corporate Controller
<PAGE>
CORPORATE FACILITIES AND ASSOCIATED COMPANIES-1994
DOMESTIC FACILITIES
CORPORATE OFFICES
Wrigley Building
410 North Michigan Avenue
Chicago, Illinois 60611
PRODUCTION FACILITIES
Chicago, Illinois
Gainesville, Georgia
Santa Cruz, California
OPERATING ASSOCIATED COMPANIES
DOMESTIC
AMUROL CONFECTIONS COMPANY*
Yorkville, Illinois 60560
FOUR-TEN CORPORATION
Chicago, Illinois 60611
L. A. DREYFUS COMPANY*
Edison, New Jersey 08820
NORTHWESTERN FLAVORS, INC.*
West Chicago, Illinois 60185
INTERNATIONAL
THE WRIGLEY COMPANY PTY. LIMITED*
Sydney, Australia
WRIGLEY AUSTRIA GES.M.B.H.*
Salzburg, Austria
WRIGLEY CANADA INC.*
Don Mills, Ontario, Canada
WRIGLEY CHEWING GUM COMPANY LTD.*
Guangzhou, Guangdong,
People's Republic of China
WRIGLEY S.R.O.
Prague, Czech Republic
THE WRIGLEY COMPANY LIMITED*
Plymouth, England, U.K.
OY WRIGLEY SCANDINAVIA AB
Turku, Finland
WRIGLEY S.A.*
Biesheim, France
<PAGE>
WRIGLEY G.M.B.H.
Munich, Germany
WRIGLEY N.V.
Amsterdam, Holland
THE WRIGLEY COMPANY (H.K.) LIMITED
Hong Kong, B.C.C.
WRIGLEY HUNGARIA, LTD.
Budapest, Hungary
WRIGLEY INDIA PRIVATE LIMITED**
Bangalore, Karnataka, India
WRIGLEY & COMPANY, LTD., JAPAN
Tokyo, Japan
THE WRIGLEY COMPANY (EAST AFRICA) LIMITED*
Nairobi, Kenya
THE WRIGLEY COMPANY (MALAYSIA) LIMITED
Kuala Lumpur, Malaysia
THE WRIGLEY COMPANY (N.Z.) LIMITED
Auckland, New Zealand
WRIGLEY SCANDINAVIA AS
Oslo, Norway
THE WRIGLEY COMPANY (P.N.G). PTY. LTD.
Port Moresby, Papua, New Guinea
WRIGLEY PHILIPPINES, INC.*
Pasig, Metro Manila, Philippines
WRIGLEY POLAND SP ZO. O**
Poznan, Poland
WRIGLEY ROMANIA PRODUSE
Zaharoase SRL
Bucharest, Romania
WRIGLEY D.O.O.
Ljubljana, Slovenia
WRIGLEY CO., S.A.
Santa Cruz de Tenerife
Canary Islands, Spain
WRIGLEY SCANDINAVIA AB
Stockholm, Sweden
WRIGLEY TAIWAN, LIMITED*
Taipei, Taiwan, R.O.C.
* Denotes production facility.
** Under construction
<PAGE>
STOCKHOLDER INFORMATION
STOCKHOLDER INQUIRIES
Any inquiries about your Wrigley stockholdings should be directed
to:
Stockholder Relations
Wm. Wrigley Jr. Company
410 North Michigan Avenue
Chicago, Illinois 60611
1-800-824-9681
CAPITAL STOCK
Common Stock of the Wm. Wrigley Jr. Company is traded on the New
York Stock Exchange. The Company's symbol is WWY.
Class B Common Stock, issued to stockholders of record on April
4, 1986, has restricted transferability and is not traded on the
New York Stock Exchange. It is at all times convertible, on a
share-for-share basis, into Common Stock and once converted is
freely transferable and publicly traded. Class B Common Stock also
has the same rights as Common Stock with respect to cash dividends
and treatment upon liquidation.
DIVIDENDS
Regular quarterly dividends are paid in advance on the first
business day of February, May, August, and November with the record
date for each payment falling on or about the 15th of the prior
month. The Company also has a long history of paying "extra"
dividends. In recent years, a single "extra" dividend has been paid
at year end.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (DRP) is open to all stockholders of
record. The Plan is administered by the Company and uses cash
dividends on both Common Stock and Class B Common Stock, along with
voluntary cash contributions, to purchase additional shares of
Common Stock. Cash contributions can be made monthly for a minimum
of $50 and a maximum of $5,000. The Company pays all brokerage and
administrative costs associated with the DRP.
All shares purchased through the Plan are retained in a DRP
account, so there are no certificates that could be lost,
misplaced, or stolen. Additionally, once a DRP account is
established, a participant can deposit any Wrigley stock
certificates held outside the Plan into the account for
safekeeping.
Just over 12,700 or 52.8% of the Company's stockholders of
record currently participate in the DRP. A brochure fully
describing the Plan and its enrollment procedure is available upon
request.
DIRECT DIVIDEND DEPOSIT SERVICE
The Direct Dividend Deposit Service allows stockholders to receive
cash dividends through automatic deposits into their checking or
savings account.
STOCK CERTIFICATES
For security and tax purposes, stockholders should keep a record of
all of their stock certificates. The record should be kept in a
separate place from the certificates themselves and should contain
the following information for each certificate: exact registration,
number of shares, certificate number, date of certificate, and the
original cost of the shares.
<PAGE>
If a stock certificate is lost or stolen, notification should be
sent to the Company immediately. The transfer agent has two
requirements to be met before a new certificate will be issued - a
completed affidavit and payment for an indemnity bond based on the
current market value of the lost or stolen stock. The replacement
of a certificate will take about a week to ten days. Even if a
certificate is lost or stolen, the stockholder will continue to
receive dividends on those shares while the new certificate is
being issued.
A transfer of stock is required when the shares are sold or when
there is any change in name or ownership of the stock. To be
accepted for transfer, the stockholder's signature on the
certificate or stock power must be guaranteed by an Eligible
Guarantor Institution such as a commercial bank, trust company,
securities broker/dealer, credit union, or savings association
participating in a Medallion program approved by the Securities
Transfer Association. A verification by a notary public is not
sufficient. Anytime a certificate is mailed, it should be sent
registered mail, return receipt requested.
CONSOLIDATION OF MULTIPLE ACCOUNTS
To avoid receiving duplicate mailings, stockholders with more than
one Wrigley account may want to consolidate their shares. For more
information, please contact the Company.
COMPANY PUBLICATIONS
The Company's 1994 annual report to the Securities and Exchange
Commission on Form 10-K is expected to be available on or about
April 3, 1995.
The Wrigley Way: Continuing Our Legacy Of Social Responsibility is
a currently available document covering the Wrigley Company's role
as a corporate citizen and emphasizing the importance it places on
employee and community relations.
A copy of either publication will be provided without charge to any
stockholder of record submitting a request. Such requests should be
addressed to Corporate Affairs at the main office of the Company.
TRANSFER AGENT AND REGISTRAR
The First Chicago Trust Company of New York
14 Wall Street, Suite 4680
New York, New York 10005
1-800-446-2617
<PAGE>
Exhibit 21
Parents and Subsidiaries of Registrant
State or Country
Name of Company of Corporation
Wm. Wrigley Jr. Company.......................... Delaware
Companies included in consolidation-all 100%
owned by Parent Company:
Northwestern Flavors, Inc........................ Illinois
L.A. Dreyfus Company............................ Delaware
Four-Ten Corporation............................. Illinois
Amurol Confections Company....................... Illinois
Wrigley Enterprises, Inc......................... Delaware
Wrigley Canada Inc............................... Canada
Wrigley (Cayman) Ltd............................. Cayman Islands
The Wrigley Company Limited...................... England
The Wrigley Company Pty. Limited................. Australia
The Wrigley Company (N.Z.) Limited............... New Zealand
Malayan Guttas Private Limited................... Singapore*
Wrigley GmbH..................................... Germany
Wrigley Hungaria, Kft............................ Hungary
Wrigley India Private Limited.................... India
Wrigley N.V...................................... The Netherlands
Wrigley Philippines Inc.......................... Philippines
Wrigley S.A...................................... France
Wrigley Austria Ges.m.b.H........................ Austria
Wrigley Chewing Gum Co. Ltd...................... People's
Republic of
China
The Wrigley Company (H.K.) Limited............... Hong Kong
The Wrigley Company (E.A.) Ltd................... Kenya
Wrigley Co. S.A.................................. Spain
Wrigley & Company Ltd. Japan..................... Japan
Wrigley Taiwan Limited........................... Republic of
China
Wrigley Malaysia Sdn Berhad...................... Malaysia
Wrigley d.o.o.................................... Slovenia
Wrigley s.r.o.................................... Czech Republic
Wrigley Poland Spolka zo.o....................... Poland
Wrigley T.O.O.................................... Russia
Wrigley Romania Produse Zaharoase SRL............ Romania
Companies included in consolidation which
are owned by wholly-owned associated companies
of the Parent Company:
100% owned by The Wrigley Company Limited, England-
Wrigley Scandinavia AB....................... Sweden
100% owned by Wrigley Scandinavia, AB, Sweden-
OY Wrigley Scandinavia, AB................... Finland
Wrigley Scandinavia, AS...................... Norway
The Wrigley Company (P.N.G.) Pty. Ltd.......... New Guinea
*In voluntary liquidation.
NOTE: The list above excludes 100% owned subsidiaries which are
primarily inactive and taken singly, or as a group, do not
constitute significant subsidiaries.
William Wrigley, President, Chief Executive Officer, and a
director of the Company, may be deemed to be a "Parent" of the Wm.
Wrigley Jr. Company under the rules and regulations promulgated by
the Securities and Exchange Commission.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of the Wm. Wrigley
Jr. Company hereby severally constitute and appoint William
Wrigley, C.F. Allison III and Wm. M. Piet, or any of them singly,
our true and lawful attorneys and agents with full power to them
and each of them singly, to sign for us in our names in the
capacities indicated below the Form 10-K Report of the Wm. Wrigley
Jr. Company for the fiscal year ended December 31, 1994, and any
and all amendments thereto, to file the same, with all exhibits
thereto and documents therewith, with the Securities and Exchange
Commission, hereby granting to such attorneys and agents, and each
of them, full power of substitution and revocation in the premises,
and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable the Wm. Wrigley Jr.
Company to comply with the provisions of the Securities Exchange
Act of 1934, and all regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming our
signatures as they may be signed by our attorneys, or any one of
them, to said Form 10-K Report, and any and all amendments thereto,
and all that said attorneys and agents, or any of them may do or
cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned have hereunto executed the
Power of Attorney this 9th day of March, 1995.
/s/ WILLIAM WRIGLEY /s/ JOHN F. BARD
William Wrigley John F. Bard
President, Chief Executive Senior Vice President
Officer, Director (Principal Financial Officer)
/s/ DENNIS J. YARBROUGH
Dennis J. Yarbrough
Corporate Controller
(Principal Accounting Officer)
/s/ CHARLES F. ALLISON III /s/ LEE PHILLIP BELL
Charles F. Allison III Lee Phillip Bell
Director Director
/s/ ROBERT P. BILLINGSLEY /s/ R. DARRELL EWERS
Robert P. Billingsley R. Darrell Ewers
Director Director
/s/ GARY E. GARDNER /s/ PENNY PRITZKER
Gary E. Gardner Penny Pritzker
Director Director
/s/ RICHARD K. SMUCKER /s/ WILLIAM WRIGLEY, JR.
Richard K. Smucker William Wrigley, Jr.
Director Director
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Steven C. Huston , a Notary Public in and for said County, in
the aforesaid State, DO HEREBY CERTIFY that the above-named
directors and officers of the Wm. Wrigley Jr. Company, personally
known to me to be the same persons whose names are subscribed to
the foregoing instruments, appeared before me this day in person,
and severally acknowledged that they signed and delivered the said
instrument as their free and voluntary act, for the uses and
purposes therein set forth.
GIVEN under my hand and notarial seal this 9th day of March,
1995.
/s/ STEVEN C. HUSTON
Notary Public
My Commission Expires:
November 11, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 127,569
<SECURITIES> 117,366
<RECEIVABLES> 145,192
<ALLOWANCES> 6,645
<INVENTORY> 221,109
<CURRENT-ASSETS> 623,312
<PP&E> 638,463
<DEPRECIATION> 349,043
<TOTAL-ASSETS> 978,834
<CURRENT-LIABILITIES> 209,898
<BONDS> 0
<COMMON> 15,520
0
0
<OTHER-SE> 672,950
<TOTAL-LIABILITY-AND-EQUITY> 978,834
<SALES> 1,596,551
<TOTAL-REVENUES> 1,661,250
<CGS> 697,442
<TOTAL-COSTS> 1,307,971
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,490
<INCOME-PRETAX> 353,279
<INCOME-TAX> 122,746
<INCOME-CONTINUING> 230,533
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 230,533
<EPS-PRIMARY> 1.98
<EPS-DILUTED> 1.98
</TABLE>
