<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 1-800
Title of the Plan -
SPECIAL INVESTMENT AND SAVINGS PLAN
FOR WRIGLEY EMPLOYEES
Name and Address of the Issuer of the Securities
Held Pursuant to the Plan -
WM. WRIGLEY JR. COMPANY
(Delaware Corporation)
410 North Michigan Avenue
Chicago, Illinois 60611
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Special Investment and Savings Plan
Committee, as Administrator of the Plan, has duly caused this
Annual Report to be signed by the undersigned thereunto duly
authorized.
WM. WRIGLEY JR. COMPANY
SPECIAL INVESTMENT AND SAVINGS
PLAN
By: /s/ WM. M. PIET
Wm. M. Piet
Special Investment and Savings
Plan Committee Member and Vice
President-Corporate Affairs,
Secretary, and Assistant to the
President, Wm. Wrigley Jr. Company
Date: June 30, 1997
<PAGE>
Report of Independent Auditors
The Special Investment and Savings Plan Committee
Special Investment and Savings Plan
for Wrigley Employees
We have audited the accompanying statements of assets
available for benefits of the Special Investment and
Savings Plan for Wrigley Employees as of December 31, 1996
and 1995, and the related statements of changes in assets
available for benefits for each of the three years
in the period ended December 31, 1996. These financial
statements are the responsibility of the Plan'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 assets available
for benefits of the Plan at December 31, 1996 and 1995, and
the changes in its assets available for benefits for each of
the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the basic financial statement. The Fund Information
in the statements of assets available for benefits and the
statements of changes in assets available for benefits is
presented for purposes of additional analysis rather than to
present the assets available for benefits and changes in
assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the
auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
/s/ERNST & YOUNG LLP
Chicago, Illinois
April 18, 1997
<PAGE>
<TABLE>
Special Investment and Savings Plan
for Wrigley Employees
Statement of Assets Available for Benefits,
With Fund Information
December 31, 1996
<CAPTION>
Fund Information
Putnam Putnam Putnam
Stable Growth & Putnam Global Wrigley
Value Income Vista Growth Stock
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Shares of registered investment companies:
Putnam Stable Value Fund $ 30,951,156 $30,951,156 $ - $ - $ - $ -
Putnam Growth & Income Fund 14,842,100 - 14,842,100 - - -
Putnam Vista Fund 10,041,617 - - 10,041,617 - -
Putnam Global Growth Fund 4,634,468 - - - 4,634,468 -
Wrigley Stock Fund:
Wm. Wrigley Jr. Company Common Stock
(3,983,880 shares; cost - $59,715,085) 224,052,281 - - - - 224,052,281
Wm. Wrigley Jr. Company Class B Common
Stock (814,159 shares; cost - $1,945,562) 45,796,448 - - - - 45,796,448
Participants' loans 6,165,036 1,388,755 256,533 94,354 88,670 4,336,724
Invested cash 2,320 - - - - 2,320
------------ ----------- ----------- ----------- ---------- ------------
Total investments 336,485,426 32,339,911 15,098,633 10,135,971 4,723,138 274,187,773
Receivables:
Employers' contributions 8,196 - - - - 8,196
Participants' contributions 24,575 6,023 2,588 1,658 1,487 12,819
------------ ----------- ----------- ----------- ---------- ------------
Total receivables 32,771 6,023 2,588 1,658 1,487 21,015
------------ ----------- ----------- ----------- ---------- ------------
Assets available for benefits $336,518,197 $32,345,934 $15,101,221 $10,137,629 $4,724,625 $274,208,788
============ =========== =========== =========== ========== ============
Assets available for benefits:
Participants' contributions
including earnings $141,760,615 $32,345,934 $15,101,221 $10,137,629 $4,724,625 $ 79,451,206
Employer's contributions
including earnings 194,757,582 - - - - 194,757,582
------------ ----------- ----------- ----------- ---------- ------------
Assets available for benefits $336,518,197 $32,345,934 $15,101,221 $10,137,629 $4,724,625 $274,208,788
============ =========== =========== =========== ========== ============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE> EIN 36-1988190
Plan #004
Special Investment and Savings Plan
for Wrigley Employees
Statement of Assets Available for Benefits,
With Fund Information
December 31, 1995
<CAPTION>
Fund Information
Putnam Putnam Putnam
Stable Growth & Putnam Global Wrigley
Value Income Vista Growth Stock
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Shares of registered investment companies:
Putnam Stable Value Fund $ 31,226,750 $31,226,750 $ - $ - $ - $ -
Putnam Growth & Income Fund 10,100,009 - 10,100,009 - - -
Putnam Vista Fund 7,158,609 - - 7,158,609 - -
Putnam Global Growth Fund 3,479,957 - - - 3,479,957 -
Wrigley Stock Fund:
Wm. Wrigley Jr. Company Common Stock
(4,134,512 shares; cost - $48,739,412) 217,062,194 - - - - 217,062,194
Wm. Wrigley Jr. Company Class B Common
Stock (875,817 shares; cost - $2,092,903) 45,980,393 - - - - 45,980,393
Participants' loans 5,617,711 1,205,942 232,378 98,705 86,619 3,994,067
Invested cash 1,610 - - - - 1,610
------------ ----------- ----------- ---------- ---------- ------------
Total investments 320,627,233 32,432,692 10,332,387 7,257,314 3,566,576 267,038,264
------------ ----------- ----------- ---------- ---------- ------------
Assets available for benefits $320,627,233 $32,432,692 $10,332,387 $7,257,314 $3,566,576 $267,038,264
============ =========== =========== ========== ========== ============
Assets available for benefits:
Participants' contributions
including earnings $128,599,235 $32,432,692 $10,332,387 $7,257,314 $3,566,576 $ 75,010,266
Employer's contributions
including earnings 192,027,998 - - - - 192,027,998
------------ ----------- ----------- ---------- ---------- ------------
Assets available for benefits $320,627,233 $32,432,692 $10,332,387 $7,257,314 $3,566,576 $267,038,264
============ =========== =========== ========== ========== ============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
EIN 36-1988190
Plan #004
Special Investment and Savings Plan
for Wrigley Employees
Statement of Changes in Assets Available for Benefits,
With Fund Information
Year ended December 31, 1996
<CAPTION>
Fund Information
Putnam Putnam Putnam
Stable Growth & Putnam Global Wrigley
Value Income Vista Growth Stock
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Dividends:
Putnam mutual funds $ 4,071,384 $ 1,901,732 $ 1,249,310 $ 596,318 $ 324,026 $ -
Wm. Wrigley Jr. Company Common Stock 4,092,482 - - - - 4,092,482
Wm. Wrigley Jr. Company Class B
Common Stock 855,025 - - - - 855,025
------------ ----------- ----------- ---------- ---------- ------------
9,018,891 1,901,732 1,249,310 596,318 324,026 4,947,507
Interest:
Invested cash 12,116 2,804 - - - 9,312
Participants' loans 364,694 42,286 15,991 10,370 11,642 284,405
------------ ----------- ----------- ---------- ---------- ------------
376,810 45,090 15,991 10,370 11,642 293,717
------------ ----------- ----------- ---------- ---------- ------------
Total investment income 9,395,701 1,946,822 1,265,301 606,688 335,668 5,241,224
Net realized and unrealized
appreciation in fair value
of investments 21,697,969 - 1,272,237 1,048,018 294,605 19,083,107
Contributions:
Participants 9,018,517 2,028,171 981,474 689,991 566,218 4,752,663
Employer 3,265,805 - - - - 3,265,805
------------ ----------- ----------- ---------- ---------- ------------
Total contributions 12,284,322 2,028,171 981,474 689,991 566,218 8,018,468
Deductions
Distributions to participants (27,448,556)(11,092,573) (1,232,382) (545,994) (398,368) (14,179,239)
Forfeitures, allocable to future
employer contributions (38,473) - - - - (38,473)
Transfers of investment direction, net - 7,030,822 2,482,202 1,081,613 359,926 (10,954,563)
------------ ----------- ----------- ---------- ---------- ------------
Increase (decrease) in net
assets available for benefits 15,890,963 (86,758) 4,768,832 2,880,316 1,158,049 7,170,524
Net assets available for
benefits at beginning of year 320,627,234 32,432,692 10,332,389 7,257,313 3,566,576 267,038,264
------------ ----------- ----------- ---------- ---------- ------------
Net assets available for
benefits at end of year $336,518,197 $32,345,934 $15,101,221 $10,137,629 $4,724,625 $274,208,788
============ =========== =========== =========== ========== ============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
EIN 36-1988190
Plan #004
Special Investment and Savings Plan
for Wrigley Employees
Statement of Changes in Assets Available for Benefits,
With Fund Information
Year ended December 31, 1995
<CAPTION>
Fund Information
Putnam Putnam Putnam
Stable Growth & Putnam Global Wrigley
Value Income Vista Growth Stock
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Dividends:
Putnam mutual funds $ 3,131,822 $ 1,724,192 $ 624,622 $ 593,832 $ 189,176 $ -
Wm. Wrigley Jr. Company Common Stock 4,035,926 - - - - 4,035,926
Wm. Wrigley Jr. Company Class B
Common Stock 883,882 - - - - 883,882
------------ ----------- ----------- ---------- ---------- ------------
8,051,630 1,724,192 624,622 593,832 189,176 4,919,808
Interest:
Invested cash 16,825 328 - - - 16,497
Participants' loans 309,655 34,376 13,595 8,191 9,979 243,514
326,480 34,704 13,595 8,191 9,979 260,011
------------ ----------- ----------- ---------- ---------- ------------
Total investment income 8,378,110 1,758,896 638,217 602,023 199,155 5,179,819
Net realized and unrealized
appreciation in fair value
of investments 17,560,277 - 1,741,391 937,188 246,166 14,635,532
Contributions:
Participants 9,179,306 2,230,451 912,262 592,868 546,611 4,897,114
Employer 3,288,564 - - - - 3,288,564
------------ ----------- ----------- ---------- ---------- ------------
Total contributions 12,467,870 2,230,451 912,262 592,868 546,611 8,185,678
Deductions
Distributions to participants (24,449,708) (5,317,673) (496,261) (233,203) (546,532) (17,856,039)
Forfeitures, allocable to future
employer contributions (13,039) - - - - (13,039)
Transfers of investment direction, net - 6,932,077 1,305,058 1,830,885 288,461 (10,356,481)
------------ ----------- ----------- ---------- ---------- ------------
Increase (decrease) in net assets
available for benefits 13,943,510 5,603,751 4,100,667 3,729,761 733,861 (224,530)
Net assets available for benefits
at beginning of year 306,683,723 26,828,941 6,231,720 3,527,553 2,832,715 267,262,794
------------ ----------- ----------- ---------- ---------- ------------
Net assets available for benefits
at end of year $320,627,233 $32,432,692 $10,332,387 $7,257,314 $3,566,576 $267,038,264
============ =========== =========== =========== ========== ============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
EIN 36-1988190
Plan #004
Special Investment and Savings Plan
for Wrigley Employees
Statement of Changes in Assets Available for Benefits,
With Fund Information
Year ended December 31, 1994
<CAPTION>
Fund Information
Putnam Putnam Putnam
Stable Growth & Putnam Global Wrigley
Value Income Vista Growth Stock
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Dividends:
Putnam mutual funds $ 1,700,762 $ 1,220,654 $ 365,409 $ 25,615 $ 89,084 $ -
Wm. Wrigley Jr. Company Common Stock 3,858,123 - - - - 3,858,123
Wm. Wrigley Jr. Company Class B
Common Stock 892,789 - - - - 892,789
------------ ----------- ----------- ---------- ---------- ------------
6,451,674 1,220,654 365,409 25,615 89,084 4,750,912
Interest:
Invested cash 160,588 57,659 13,268 6,258 5,302 78,101
Participants' loans 254,269 32,126 12,327 8,079 7,576 194,161
------------ ----------- ----------- ---------- ---------- ------------
414,857 89,785 25,595 14,337 12,878 272,262
------------ ----------- ----------- ---------- ---------- ------------
Total investment income 6,866,531 1,310,439 391,004 39,952 101,962 5,023,174
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 27,232,054 - (499,133) 187,371) (182,069) 28,100,627
Contributions:
Participants 9,594,851 2,452,008 906,964 562,117 587,720 5,086,042
Employer 3,492,717 - - - - 3,492,717
------------ ----------- ----------- ---------- ---------- ------------
Total contributions 13,087,568 2,452,008 906,964 562,117 587,720 8,578,759
Deductions
Distributions to participants (20,283,370) (4,695,325) (341,593) (219,749) (170,866) (14,855,837)
Forfeitures, allocable to future
employer contributions (47,833) - - - - (47,833)
Transfers of investment direction, net - 1,172,662 189,296 458,621 63,752 (1,884,331)
------------ ----------- ----------- ---------- ---------- ------------
Increase in net assets available
for benefits 26,854,950 239,784 646,538 653,570 400,499 24,914,559
Net assets available for benefits
at beginning of year:
Included in current funds 234,787,988 - - - - 234,787,988
Transferred from prior funds 45,040,785 26,589,157 5,585,182 2,873,983 2,432,216 7,560,247
------------ ----------- ----------- ---------- ---------- ------------
Net assets available for benefits
at beginning of year 279,828,773 26,589,157 5,585,182 2,873,983 2,432,216 242,348,235
------------ ----------- ----------- ---------- ---------- ------------
Net assets available for benefits
at end of year $306,683,723 $26,828,941 $6,231,720 $3,527,553 $2,832,715 $267,262,794
============ =========== =========== =========== ========== ============
See notes to financial statements.
</TABLE>
<PAGE>
Special Investment and Savings Plan
for Wrigley Employees
Notes to Financial Statements
Year ended December 31, 1996, 1995, and 1994
1. Description of the Plan
The following is a brief description of the Special Investment
and Savings Plan for Wrigley Employees (the Plan) in effect at
December 31, 1996, and is provided for general information
purposes only. Participants should refer to the plan document
for a more complete description of the Plan's provisions.
Participation and Contributions
The Plan was established, effective January 1, 1975, for the
employees of Wm. Wrigley Jr. Company and such United States
subsidiaries and affiliates of Wm. Wrigley Jr. Company that
adopt the Plan (collectively referred to as the Company or
Employer). The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Employees are generally eligible to participate in the Plan
after one year of service. After-tax and/or 401(k) accounts
and Company matching accounts are maintained for each
participant. Certain participants also have, as a part of the
Plan, fully vested, payroll-based employee stock ownership
(PAYSOP) accounts. However, effective January 1, 1994, the
PAYSOP accounts have been discontinued and merged with the
Company matching account. A participant's account balances are
valued daily for participant and Employer contributions,
investment income, and net appreciation (depreciation) in fair
value of investments.
The Plan allows eligible employees to make contributions,
usually in the form of payroll deductions, generally up to 15%
of base salary, subject to an annual limit as required by the
Internal Revenue Service. Subject to certain limitations, the
Employer is required to make matching contributions at 60% of
most participants' contributions up to 6% of base salary. All
Employer contributions are invested in the Wrigley Stock Fund.
<PAGE>
1. Description of the Plan (continued)
Participant and Employer contributions for the three years in
the period ended December 31, 1996, were as follows:
<TABLE>
<CAPTION>
1996 1995 1994
Employer Participants Employer Participants Employer Participants
<S> <C> <C> <C> <C> <C> <C>
Wm. Wrigley Jr. Company $2,730,234 $7,618,757 $2,729,004 $7,715,307 $2,914,588 $8,119,087
L. A. Dreyfus Company 236,291 625,653 239,145 629,980 261,893 685,557
Amurol Products Company 273,611 703,678 294,246 766,525 292,027 731,936
Northwestern
Flavors, Inc. 25,669 70,429 26,169 67,494 24,209 58,271
---------- ---------- ---------- ---------- ---------- ----------
$3,265,805 $9,018,517 $3,288,564 $9,179,306 $3,492,717 $9,594,851
========== ========== ========== ========== ========== ==========
</TABLE>
The Putnam Fiduciary Trust Company, as Trustee under the
Special Investment and Savings Plan Trust for Wrigley
Employees (Trust), dated January 12, 1977, and amended and
restated as of January 1, 1994, directs the purchases and
sales of investments for all funds, within the limits
prescribed in the Plan. Contributions and earnings
awaiting investment under the specified investment programs
are temporarily placed in the Trust's collective short-term
investment fund at Putnam Fiduciary Trust Company.
Loans
The Plan contains provisions that allow loans to participants,
subject to certain restrictions. The maximum aggregate
amount that will be loaned to any participant will generally
be the lesser of $50,000 or 50% of the vested portion of
the participant's Employer matching contribution account
plus the value of the participant's tax-deferred and regular
deposit accounts. These loans, which have a maximum term of
five years (ten years if used to acquire a participant's
principal residence), are to be repaid through payroll
withholdings. Loans shall bear a reasonable rate of
interest, established annually by the Committee, generally
equal to, for any Plan year, the prime interest
rate minus 1%.
Investment Options and Transfers
Upon enrollment in the Plan, a participant may direct
employee contributions in 5% increments in any of five
investment options.
Putnam Stable Value Fund - Funds are invested in
shares of a registered investment company that
seeks low-risk fixed income investments in annuity
contracts, certificates of deposit, and U.S. Treasury
and government agency obligations.
<PAGE>
1. Description of the Plan (continued)
Putnam Growth and Income Fund - Funds are invested in
shares of a registered investment company that
seeks capital growth and current income through
investments in common stocks, corporate bonds, and
U.S. government securities.
Putnam Vista Fund - Funds are invested in shares of a
registered investment company that seeks capital
appreciation through investments in growth and value
common stocks.
Putnam Global Growth Fund - Funds are invested in
shares of a registered investment company that
seeks capital appreciation through investments in a
globally diversified portfolio of common stocks.
Wrigley Stock Fund - Funds are invested in Wm. Wrigley
Jr. Company common stock.
Participants may change their investment direction once per
calendar quarter, on any day, in 5% increments. In addition,
participants may elect to transfer their account balance in
any investment fund or funds once per calendar quarter, on
any day, in 1% increments to any other investment fund or
funds. After reaching age 54, participants may make
a one-time election to diversify their Company contribution
account into any other investment fund or funds. Changes in
investment direction or transfers can be made by calling
Putnam directly or by written authorization.
Vesting
A participant's portion of the Employer matching
contributions, including investment income and realized and
unrealized gains and losses on investments, is fully vested
after four years of participation in the Plan (at the rate
of 25% for each year). A participant also becomes fully
vested after one of the following events; death or termination
of employment if the participant: (i) retires after reaching
age 55, with at least five years of service; (ii) is
permanently disabled; or (iii) enters the Armed Forces of the
United States. Participants are always fully vested in their
tax-deferred and regular deposit accounts.
<PAGE>
1. Description of the Plan (continued)
Withdrawals
Active participants may make a withdrawal from the Plan once
during a calendar quarter on any day. Participants may
withdraw the amount in their regular deposit account and,
under certain circumstances, the vested portion of their
Employer matching contribution account and tax-deferred
account. Once a participant makes a withdrawal, contributions
will not be matched for a three-month period.
Distributions to Participants
Active participation in the Plan terminates upon death,
retirement, or other termination of employment with the
Company. Participants may generally receive distributions of
their vested interest in the Plan in a lump-sum distribution,
an annuity, or a combination thereof.
Charges and Deductions
When a distribution of a participant's interest in the Plan
results in forfeiture of the nonvested portion of the
participant's account, the amount so forfeited reduces the
amount of the Employer's matching contribution required
to be made on behalf of other participants on subsequent
employer deposits.
It is the intent of the Company to continue to pay the
administrative expenses of the Plan, but if the Company fails
to make the payments or so directs the Trustee, there may be
a charge against the Trust for these expenses.
Plan Termination
Although the Company has not expressed any intent to terminate
the Plan, it is free to do so at any time subject to the
provisions of the Internal Revenue Code (IRC) and ERISA.
In the event the Plan is terminated, participants will
automatically become fully vested and the net assets of the
Plan would be allocated among the participants in an amount
equal to the balances in their individual accounts at the date
of termination.
<PAGE>
2. Significant Accounting Policies
Investment Valuation
The Plan's investments are stated at fair value. The
shares of registered investment companies are valued at quoted
market prices which represent the net asset value of shares
held by the Plan at year-end. The Wm. Wrigley Jr. Company
Common Stock is valued at its quoted market price on the New
York Stock Exchange. There is no established public trading
market for the Wm. Wrigley Jr. Company Class B Common Stock.
However, because the Class B Common Stock is at all times
convertible into Common Stock on a share-for-share basis, the
market value of such shares is considered to be equivalent
to that of the Company's Common Stock. Participant notes
receivable are valued at cost which approximates fair
value.
Contributions
Contributions from participants are recognized when withheld
by the Company through payroll deductions.
Matching contributions from the Employer are recognized
concurrently with the recognition of participants'
contributions.
Security Transactions
Purchases and sales of securities are accounted for on the
trade date. Gains and losses on sales or withdrawals of
securities are based on the average cost of the securities.
Income Recognition
Dividend income is recorded on the ex-dividend date. Income
from other investments is recorded as earned on the accrual
basis.
Use of Estimates
The preparation of financial statements requires management
to make estimates and assumptions that affect the amounts
reported in financial statements and accompanying notes.
Actual results could differ from those estimates.
<PAGE>
3. Investments
The components of net realized and unrealized
appreciation (depreciation) in fair value of investments
(including investments bought, sold, and held) for the
three years in the period ended December 31, 1996, are as
follows:
<TABLE>
<CAPTION>
Putnam Putnam Putnam
Stable Growth & Putnam Global Wrigley
Value Income Vista Growth Stock
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
1996:
Proceeds from sale of
investments or withdrawals $ - $2,038,782 $1,445,252 $687,998 $30,374,952
of stock
Cost of securities - 1,800,742 1,264,007 653,624 11,386,582
------ ---------- ---------- -------- -----------
Realized gain - 238,040 181,245 34,374 18,988,370
Change in unrealized
appreciation on investments - 1,034,196 866,772 260,231 94,737
------ ---------- ---------- -------- -----------
Net realized and unrealized
appreciation in fair value $ - $1,272,236 $1,048,017 $294,605 $19,083,107
====== ========== ========== ======== ===========
1995:
Proceeds from sale of
investments or withdrawals $ - $1,772,554 $408,538 $916,540 $31,742,550
of stock
Cost of securities - 1,659,646 370,732 909,754 11,367,080
------ ---------- ---------- -------- -----------
Realized gain - 112,908 37,806 6,786 20,375,470
Change in unrealized
appreciation (depreciation) - 1,628,483 899,382 239,380 (5,739,938)
on investments
------ ---------- ---------- -------- -----------
Net realized and unrealized
appreciation in fair value $ - $1,741,391 $ 937,188 $246,166 $14,635,532
====== ========== ========== ======== ===========
1994:
Proceeds from sale of
investments or withdrawals $ - $761,505 $453,691 $326,894 $18,010,751
of stock
Cost of securities - 793,680 471,606 334,716 2,454,084
------ ---------- ---------- -------- -----------
Realized gain (loss) - (32,175) (17,915) (7,822) 15,556,667
Change in unrealized
appreciation (depreciation)
on investments - (466,958) (169,456) (174,247) 12,543,960
------ ---------- ---------- -------- -----------
Net realized and unrealized
appreciation (depreciation)
in fair value $ - $(499,133) $(187,371) $(182,069) $28,100,627
====== ========== ========== ======== ===========
</TABLE>
<PAGE>
3. Investments (continued)
Unrealized appreciation on investments held at December 31,
1996, 1995, and 1994, totaled $212,314,880,
$214,175,871, and $219,752,739, respectively. The per
share market value of Wm. Wrigley Jr. Company Common Stock at
December 31, 1996 and 1995, is as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Wm. Wrigley Jr. Company Common Stock $56.250 $52.500
</TABLE>
4. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31
1996 1995
<S> <C> <C>
Assets available for benefits per the financial
statements $336,518,197 $320,627,233
Amounts allocated to withdrawing participants (19,605,411) (14,270,024)
------------ ------------
Assets available for benefits per the Form 5500 $316,912,786 $306,357,209
============ ============
</TABLE>
Amounts allocated to withdrawing participants by fund option
are as follows:
<TABLE>
<CAPTION>
December 31
1996 1995
<S> <C> <C>
Putnam Stable Value Fund $ 2,890,144 $ 3,078,443
Putnam Growth & Income Fund 1,612,846 1,006,416
Putnam Vista Fund 1,494,268 1,062,961
Putnam Global Growth Fund 276,503 157,991
Wm. Wrigley Jr. Company Common Stock 13,331,650 8,964,213
----------- -----------
$19,605,411 $14,270,024
=========== ===========
</TABLE>
<PAGE>
4. Reconciliation of Financial Statements to Form 5500
(continued)
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Years ended December 31
1996 1995
<S> <C> <C>
Benefits paid to participants per the
financial statements $27,448,556 $24,449,708
Add: Amounts allocated to withdrawing
participants at December 31, 1996 19,605,411 14,270,024
Less: Amounts allocated to withdrawing
participants at December 31, 1995 (14,270,024) (6,851,354)
Benefits paid to participants per the ----------- -----------
Form 5500 $32,783,943 $31,868,378
=========== ===========
</TABLE>
5. Federal Income Tax Status
The Internal Revenue Service ruled July 18, 1995, that
the Plan qualified under section 401(a) of the (IRC) and,
therefore, the related trust is not subject to tax under
present income tax law. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its
qualification. The Special Investment and Savings Plan
Committee is not aware of any course of action or series of
events that have occurred that might adversely affect the
Plan's qualified status.
Employer contributions under the Plan and earnings of the Trust
are not taxable to the participant until the year in which
such amounts are distributed. Generally, whenever a
participant receives any amount other than an amount
attributable to his regular deposit account contributions,
such amount is taxable as ordinary income in the year of
distribution. When a participant receives a lump-sum
distribution, certain beneficial rules may apply to reduce or
eliminate the tax on such distribution. These benefits
include special averaging techniques and rollovers to another
qualified employee retirement plan or to an individual
retirement account or annuity.
The unrealized appreciation on Wm. Wrigley Jr. Company
Common Stock distributed in a lump-sum distribution or
attributable to a participant's regular deposit account
contributions in any other distribution will not be subject
to federal income tax at the time of distribution but
will, to the extent realized, be taxable upon
disposition of such shares.
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8, File No. 33-15061) pertaining
to the Special Investment and Savings Plan for Wrigley
Employees of Wm. Wrigley Jr. Company and in the related
Prospectus of our report dated April 18, 1997, with respect to
the financial statements of the Special Investment and Savings
Plan for Wrigley Employees included in this Annual Report (Form
11-K) for the year ended December 31, 1996.
ERNST & YOUNG LLP
Chicago, Illinois
June 30, 1997
