<PAGE>
As filed with the Securities and Exchange Commission on
March 26, 1998
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
(312) 644-2121
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Wm. Wrigley Jr. Company
1997 Management Incentive Plan
(Full Title of the Plan)
Wm. M. Piet
Vice President, Corporate Administration,
Secretary and Assistant to the President
Wm. Wrigley Jr. Company
410 North Michigan Avenue
Chicago, Illinois 60611
(312) 644-2121
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount
Title of Securities to be Offering Price Offering of
to be Registered Registered Per Share(2) Price (2) Registration Fee
Common Stock, no par 5,000,000 $82.97 $414,850,000 $122,381
value (1)
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated for the sole purpose of computing the
registration fee. Calculated pursuant to Rule 457(c)
based on the average of the high and low prices on the
New York Stock Exchange on March 23, 1998.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in
Part I of Form S-8 have been or will be sent or given to
employees as specified by Rule 428(b)(1) under the Securities
Act.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (including page 23) and the
Company's Registration Statement on Form 8-A dated April 30,
1987, as amended on an amendment on Form 8 dated May 11,
1987, describing the Common Stock, including any amendment or
reports filed for the purpose of updating such description,
which have been filed by the Company under the Exchange Act,
are incorporated by reference herein.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being offered under the
Plan has been passed upon by Howard Malovany, Senior Counsel
of the Company.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the DGCL empowers a
corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, or suit by or in the right of the corporation to
procure a judgement in its favor by reason of the fact that
such person acted in any of the capacities set forth above,
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that
no indemnification may be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a
director or officer of a corporation has been successful on
the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145
shall be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification
provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and
administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section
145. Section 2 of Article TENTH of the Company's Restated
Certificate of Incorporation provides that the Company shall
indemnify its directors and officers to the fullest extent
authorized or permitted by the DGCL.
The Company also provides liability insurance for its
directors and officers which provides for coverage against
loss from claims made against directors and officers in their
capacity as such, including liabilities under the Securities
Act of 1933, as amended. In certain employment agreements,
the company or its subsidiaries have also agreed to indemnify
certain officers against loss from claims made against such
officers in connection with the performance of their duties
under their employment agreements. Such indemnification is
generally to the same extent as provided in the Company's By-
laws.
<PAGE>
Section 102(b) (7) of the DGCL provides that a
certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of
a director: (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit. Article TENTH
of the Company's Restated Certificate of Incorporation limits
the liability of directors to the fullest extent authorized
by the DGCL.
Item 7. Exemption from Registration.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Howard Malovany with respect to
the legality of the securities being regis-
tered
23.1 Consent of Howard Malovany (included in
opinion filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1(a) Power of Attorney
24.1(b) Power of Attorney
99.1 Wm. Wrigley Jr. Company 1997 Management
Incentive Plan
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously dis-
closed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, Wm. Wrigley Jr. Company certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois, on the 26th day of March, 1998.
WM. WRIGLEY JR. COMPANY
By *
William Wrigley
President (Principal Executive Officer)
Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed
by the following persons in the capacities indicated on this
26th day of March, 1998.
* President, Chief
William Wrigley Executive Officer,
Director
/s/ JOHN F. BARD Senior Vice President
John F. Bard (Principal Financial Officer)
/s/ DUSHAN PETROVICH Vice President-Controller
Dushan Petrovich (Principal Accounting Officer)
* Director
Charles F. Allison III
* Director
Douglas S. Barrie
* Director
Lee Phillip Bell
* Director
Thomas A. Knowlton
* Director
Penny Pritzker
* Director
Steven B. Sample
* Director
Alex Shumate
* Director
Richard K. Smucker
* Director
William Wrigley, Jr.
*By /s/ WM. M. PIET
Wm. M. Piet
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the
employee benefit plan) have duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 26th day of March, 1998.
WM. WRIGLEY JR. COMPANY
1997 MANAGEMENT INCENTIVE PLAN
By /s/PHILIP C. JOHNSON
Name: Philip C. Johnson
Title: Senior Director - Benefits
& Compensation
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits Page
5.1 Opinion of Howard Malovany with respect to the
legality of the securities being registered
23.1 Consent of Howard Malovany (included in opinion
filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1(a) Power of Attorney
24.1(b) Power of Attorney
99.1 Wm. Wrigley Jr. Company 1997 Management Incentive
Plan
<PAGE>
March 26, 1998
Wm. Wrigley Jr. Company
410 North Michigan Avenue
Chicago, Illinois 60611
Ladies and Gentlemen:
I am Senior Counsel of Wm. Wrigley Jr. Company, a
Delaware corporation (the "Company"). I have acted as
counsel to the Company in connection with the preparation and
filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended, for the registration of 5,000,000 shares of
common stock, no par value (the "Shares"), of the Company
relating to the Wm. Wrigley Jr. Company 1997 Management
Incentive Plan (the "Plan").
In connection with the foregoing, I, or attorneys under
my supervision, have examined the minute books and stock
records of the Company, the Certificate of Incorporation and
By-Laws of the Company, the Registration Statement, the Plan
and resolutions duly adopted by the Board of Directors of the
Company relating to the Plan. In addition, I, or attorneys
under my supervision, have reviewed such other documents and
instruments and have conferred with various officers and
directors of the Company and have ascertained or verified to
my satisfaction such additional facts as I have deemed
necessary or appropriate for the purposes of this opinion.
In my examination I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to me as originals,
the conformity to original documents of all documents
submitted to me as certified, photostatic or facsimile copies
and authenticity of the originals of such latter documents.
Based upon the foregoing I am of the opinion that the
Shares to be issued under the Plan have been duly authorized
and, when issued and delivered in accordance with the terms
of the Plan, will be legally issued, fully paid and nonas-
sessable.
My opinion is limited to matters governed by the laws of
the State of Illinois and the General Corporation Law of the
State of Delaware.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this
consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission
thereunder.
This opinion is solely for your benefit in connection
with the Company's offer and sale of the Shares, and is not
to be used, circulated, relied on, quoted or otherwise
referred to for any other purpose without my express written
permission.
Very truly yours,
/s/HOWARD MALOVANY
Howard Malovany
Senior Counsel
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement (Form S-8) pertaining to the 1997
Management Incentive Plan of Wm. Wrigley Jr. Company of our
report dated January 28, 1998, with respect to the
consolidated financial statements of Wm. Wrigley Jr. Company
incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1997, and the related
financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
Chicago, Illinois
March 26, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or executive officer of WM. WRIGLEY JR. COMPANY,
a Delaware corporation (the "Company"), hereby makes,
designates, constitutes and appoints William M. Piet, Howard
Malovany and Christopher Perille, and either of them (with
full power to act without the other), as the undersigned's
true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the
name, place and stead of the undersigned in connection with
the filing of: (i) any and all registration statements and
all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the
Securities Act of 1933, as amended, with the Securities and
Exchange Commission, and any and all registrations,
qualifications or notifications under the applicable
securities laws of any and all states and other
jurisdictions, with respect to the securities of the Company
of whatever class, including without limitation thereon the
Company's Common Stock and Class B Common Stock, however
offered sold, issued, distributed, placed or resold by the
Company, by any of its subsidiary companies, or by any other
person or entity, that may be required to effect: (a) any
such filing, (b) any primary or secondary offering, sale,
distribution, exchange, or conversion of the Company's
securities, (c) any acquisition, merger, reorganization or
consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant,
incentive, investment, thrift, profit sharing, or other
employee benefit plan relating to the Company's securities,
or (e) any dividend reinvestment or stock purchase plan
relating to the Company's securities; (ii) the Company's
Annual Report to the Securities and Exchange Commission for
the year ended December 31, 1997, on Form 10-K, and any and
all amendments thereto on Form 8 or otherwise, under the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
and (iii) Statements of Changes of Beneficial Ownership of
Securities on Form 4 or Form 5 (or such other forms as may be
designated from time to time for such purposes), pursuant to
Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant
of authority, such attorneys-in-fact and agents, or either of
them, are hereby granted full power and authority, on behalf
of and in the name, place and stead of the undersigned, to
execute and deliver all such Registration Statements,
registrations, qualifications, or notifications, the
Company's Form 10-K, any and all amendments thereto,
statements of changes, and any and all other documents in
connection with the foregoing, and take such other and
further action as such attorneys-in-fact and agents, or
either of them, deem necessary or appropriate. The powers
and authorities herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and
authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and
adopts, as his own act and deed, all action lawfully taken
pursuant to the powers and authorities herein granted by such
attorneys-in-fact and agents, or either of them, or by their
respective substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto signed
as of the of , 1998.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or executive officer of WM. WRIGLEY JR. COMPANY,
a Delaware corporation (the "Company"), hereby makes,
designates, constitutes and appoints William Wrigley, William
M. Piet and Howard Malovany, and either of them (with full
power to act without the other), as the undersigned's true
and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the
name, place and stead of the undersigned in connection with
the filing of: (i) any and all registration statements and
all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the
Securities Act of 1933, as amended, with the Securities and
Exchange Commission, and any and all registrations,
qualifications or notifications under the applicable
securities laws of any and all states and other
jurisdictions, with respect to the securities of the Company
of whatever class, including without limitation thereon the
Company's Common Stock and Class B Common Stock, however
offered sold, issued, distributed, placed or resold by the
Company, by any of its subsidiary companies, or by any other
person or entity, that may be required to effect: (a) any
such filing, (b) any primary or secondary offering, sale,
distribution, exchange, or conversion of the Company's
securities, (c) any acquisition, merger, reorganization or
consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant,
incentive, investment, thrift, profit sharing, or other
employee benefit plan relating to the Company's securities,
or (e) any dividend reinvestment or stock purchase plan
relating to the Company's securities; (ii) the Company's
Annual Report to the Securities and Exchange Commission for
the year ended December 31, 1997, on Form 10-K, and any and
all amendments thereto on Form 8 or otherwise, under the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
and (iii) Statements of Changes of Beneficial Ownership of
Securities on Form 4 or Form 5 (or such other forms as may be
designated from time to time for such purposes), pursuant to
Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant
of authority, such attorneys-in-fact and agents, or either of
them, are hereby granted full power and authority, on behalf
of and in the name, place and stead of the undersigned, to
execute and deliver all such Registration Statements,
registrations, qualifications, or notifications, the
Company's Form 10-K, any and all amendments thereto,
statements of changes, and any and all other documents in
connection with the foregoing, and take such other and
further action as such attorneys-in-fact and agents, or
either of them, deem necessary or appropriate. The powers
and authorities herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and
authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and
adopts, as his own act and deed, all action lawfully taken
pursuant to the powers and authorities herein granted by such
attorneys-in-fact and agents, or either of them, or by their
respective substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto signed
as of the of , 1998.
<PAGE>
WM. WRIGLEY JR. COMPANY 1997 MANAGEMENT INCENTIVE PLAN
Effective as of January 1, 1997
I. General
1.1 Purpose. The purpose of the Wm. Wrigley Jr. Company
1997 Management Incentive Plan (the "Plan") for key employees of
the Wm. Wrigley Jr. Company (the "Company") and its subsidiaries
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.
1.2 Plan. The Committee hereinafter designated, or the Chief
Executive Officer of the Company if delegated the authority
pursuant to Section 1.5 hereof with respect to eligible key
employees of the Company, its operating units or its subsidiaries
in which it owns, directly or indirectly, a majority of the voting
stock, may grant to such eligible key employees (the
"Participants") stock awards, stock options, stock appreciation
rights, performance units, share units, money credits, annual or
long-term incentive compensation awards or combinations thereof, on
the terms and subject to the conditions stated in the Plan.
1.3 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 5,000,000 shares. Shares awarded pursuant to grants that
by reason of the expiration, cancellation or other termination of
grants prior to issuance, are not issued, and 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, shares purchased
on the open market or a combination thereof.
1.4 Limitation on Stock Options and Stock Appreciation
Rights. During the term of the Plan, no Participant can receive
stock options or freestanding stock appreciation rights relating to
shares of Common Stock that in the aggregate exceed 15% of the
total number of shares of Common Stock authorized pursuant to the
Plan, as adjusted pursuant to the terms hereof.
1.5 Administration of Plan. The Plan and the programs
thereunder (the "Programs") shall be administered by a committee of
two 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 for some or all purposes of the Plan (the
"Committee," or the "Compensation Committee"). Solely with respect
to administration of the awards granted hereunder that are intended
to satisfy the applicable requirements of Section 162(m)
("Section 162(m)") of the Internal Revenue Code of 1986, as amended
(the "Code"), each member of the Committee shall be an "outside
director" within the meaning of Section 162(m), to the extent
applicable. Solely with respect to administration of the awards
that are intended to satisfy the applicable requirements of
Rule 16b-3 ("Rule 16b-3") of the General Rules and Regulations
under the Securities Exchange Act of 1934 as then in effect or any
successor provision, each member of the Committee shall be a
"Non-Employee Director" within the meaning of Rule 16b-3, to the
extent applicable.
<PAGE>
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 money credits, share units, performance units, stock
options, stock appreciation rights, stock awards (including
restricted stock awards), annual or long-term incentive
compensation awards or combinations thereof, the number of shares
subject to the grant, the basis on which the fair market value of
the Common Stock is measured, when necessary, the restriction and
forfeiture provisions relating to restricted stock awards, 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. In addition, with
respect to awards granted under the Plan that are intended to
satisfy the applicable provisions of Section 162(m), the Committee
shall have full power and discretion to establish and administer
performance goals, establish performance periods and to certify
that performance goals have been attained, to the fullest extent
required to comply with Section 162(m).
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, 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 such
Participant, shall be conclusively deemed to have indicated
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.
1.6 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, (b) the maximum number of shares that may be issued as
stock options, stock appreciation rights and restricted stock
awards to any Participant during the term of the Plan, and (c) the
number of share units, stock awards or the number and class of
shares or other securities that are the subject of any grant or the
deferral of any grant, shall be equitably adjusted by the Committee
under the Plan as the Committee determines will fairly preserve the
intended benefits of the Plan to the Participants and the Company,
and will fairly accomplish the purposes of the Plan.
1.7 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.
<PAGE>
1.8 Effective Date and Term of Plan. The Plan shall be
submitted to the stockholders of the Company for approval at the
1997 Annual Meeting of Stockholders of the Company scheduled to be
held on March 5, 1997, and shall be effective retroactively to
January 1, 1997, subject to such approval by the stockholders of
the Company. 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.
1.9 Amendments and Termination. The Plan and Programs may be
amended or terminated by the Board of Directors of the Company at
any time and in any respect, except that, unless otherwise
determined by the Board, no amendment may be made without
stockholder approval if, and to the extent that, such approval
would be required to comply with any applicable provisions of
Section 162(m) or Rule 16b-3, or any successor to the foregoing.
Similarly, subject to obtaining the consent of the Participant
where required by applicable law, the Committee may alter, amend or
modify any award or grant made pursuant to the Plan or Programs in
any respect not in conflict with the provisions of the Plan or
Programs, as the case may be, if the Committee deems such
alterations, amendment or modification to be in the best interests
of the Participant or the Company by reason of changes or
interpretations in tax, securities, other applicable laws, or other
business purposes.
1.10 Prior Plans. Any grants made under the Wm. Wrigley Jr.
Company Management Incentive Plan (the "Prior Plan"), shall be
covered by the terms and conditions of the Prior Plan. Any grants
made under the Programs prior to the effective date of the Plan
shall be covered by the terms and conditions of such Programs and
the Prior Plan.
1.11 Terms and Conditions. Awards granted under the Plan
shall contain such terms and conditions as the Committee shall
specify, including without limitation those terms and conditions
described in Article IX hereof, and restrictions on the sale or
other disposition of the shares of Common Stock, or the forfeiture
of certain awards upon termination of employment prior to the
expiration of a designated period of time or the occurrence of
other events.
II. Stock Awards
2.1 Form of Award. The Committee may in its discretion
provide that a Participant shall receive stock awards, whether
performance awards, performance shares or fixed awards, 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.
2.2 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.
2.3 Fixed Awards. Awards may be made that are not contingent
on the performance of objectives but that 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.
<PAGE>
2.4 Rights With Respect to Restricted Stock Awards. Awards
may be made in the form of shares that 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.
2.5 Terms and Conditions. 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
3.1 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.
3.2 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, shares of Common Stock
or a combination thereof, according to such requirements and
guidelines as the Committee shall deem appropriate.
IV. Money Credits
4.1 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.
4.2 Rights With Respect to Money Credits. If a Participant
is credited with money credits, a money account shall be estab-
lished 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 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, shares of Common Stock or a
combination thereof, according to such requirements and guidelines
as the Committee shall deem appropriate.
V. Stock Options
5.1 Grants. The Committee may in its discretion provide that
a Participant shall receive an option to purchase shares of Common
Stock.
5.2 Terms and Conditions of Options. Options shall contain
such terms and conditions as the Committee shall specify, may
either be "incentive stock options" as defined in Section 422(b) of
the Code or nonqualified stock options, and, at the discretion of
the Committee, may include a reload feature. 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, unless otherwise deter-
mined by the Committee. 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, or in such
other manner as the Committee, in its discretion, either at the
time of grant or thereafter, may provide, and the Committee may, in
its discretion, require as a condition of exercise that the
optionee pay to the Company any federal, state or local withholding
tax or employment tax required by law to be paid over as a result
of such exercise, which payment may be made in cash, in shares of
Common Stock, or in a combination thereof, having a market value
equal to the amount of the required withholding tax. Unless
otherwise determined by the Committee, 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 a three
year period thereafter, or for such other period thereafter as the
Committee may determine, but in no event after the date on which
the option expires.
<PAGE>
5.3 Incentive Stock Options. With respect to incentive stock
options, to the extent that 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) exceeds $100,000, such options shall be
treated as nonqualified stock options. The per share option price
for an incentive stock option shall not be less than 100% of the
fair market value of a share of Common Stock at the time the option
is granted (110% of the fair market value of a share of Common
Stock at the time the option is granted in the case of an incentive
stock option granted to an employee, who, at the time the incentive
stock option is to be granted to such employee, owns (within the
meaning of Section 422(b)(6) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, a parent or a subsidiary within
the meaning of Sections 422(e) and 422(f), respectively, of the
Code (a "Ten-Percent Stockholder"). Further, no incentive stock
option shall be exercisable after the expiration of ten years from
the date such option is granted (five years in the case of an
incentive stock option granted to a Ten-Percent Stockholder).
VI. Stock Appreciation Rights
6.1 Grants. The Committee may in its discretion provide that
a Participant shall receive rights entitling such Participant 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.
6.2 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 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 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,
or for such longer period thereafter as the Committee may
determine, but in no event after the date on which such stock
appreciation rights expire, 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, or for such longer period thereafter as the
Committee may determine, but in no event after the date on which
such stock appreciation rights expire.
<PAGE>
6.3 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 exercise
price 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
The Committee may in its discretion provide that a Participant
shall receive performance units, subject to such terms and
conditions as the Committee in its discretion shall determine. The
Committee shall establish a dollar value for each performance unit,
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 termination 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. Incentive Compensation Awards
The Committee in its discretion may establish annual and
long-term incentive compensation programs pursuant to which
incentive compensation awards may be granted to selected
Participants, subject to such terms and conditions as the Committee
in its discretion shall determine.
IX. Section 162(m) Awards
9.1 Performance Based Awards. The Committee shall determine
the amount of each annual or long-term incentive compensation
award, stock award, restricted stock award, money credit award,
share, performance or phantom unit award or other performance based
award, and shall specify with respect thereto Performance Goals (as
defined in Section 9.2 below) and a performance period during which
such Performance Goals are required to be achieved. Any award that
is conditioned on the achievement of performance goals that are not
defined as Performance Goals in this Section 9.1 shall be
bifurcated into separate awards so that the awards subject to this
Article IX shall be conditioned solely on the achievement of
Performance Goals. Unless otherwise provided by the Committee in
connection with either a specified termination of employment or the
occurrence of a Change in Control (as defined in Section 11.2
hereof), payment in respect of awards granted pursuant to this
Article IX shall be made only if and to the extent the Performance
Goals with respect to such performance period are attained.
Performance Goals may include a level of performance below which no
payment shall be made and levels of performance at which specified
percentages (which may be greater than 100) of the award shall be
paid or credited.
9.2 Performance Goals and Performance Periods. The
Performance Goals underlying the awards granted pursuant to this
Article IX shall be the performance goals established by the
Committee, which must be met during the applicable performance
period as a condition of the Participant's receipt of payment (or,
in the case of stock awards or restricted stock awards, the lapse
of restrictions) with respect to an award, and which are based on
the attainment of thresholds with respect to one or more of the
following objective business criteria: earnings per share, return
on equity, pre-tax profit, post-tax profit, consolidated net
income, stock price, market share, sales, unit sales volume, return
on assets, return on invested capital, cash flow, discounted cash
flow, economic value added, costs, production, unit production
volume, total shareholder return.
<PAGE>
With respect to annual incentive compensation awards, the
performance period shall mean each calendar year, or, if different,
each plan year. With respect to long-term incentive compensation
awards, the performance period shall mean the period of consecutive
plan years or such other period (which in no case may be less than
one plan year) as may be determined by the Committee.
9.3 Maximum Limitation on Section 162(m) Awards (Other than
Stock Options and Stock Appreciation Rights). In no event shall
payment be made with respect to annual incentive compensation
awards granted pursuant to this Article IX for any plan year valued
as of the end of such plan year, in an amount that exceeds the
lesser of 125% of such Participant's annual rate of base salary as
in effect as of the first day of the applicable plan year, without
regard to any optional or mandatory deferral of base salary
pursuant to any salary deferral arrangement ("Annual Base Salary")
and $1,200,000. In addition, during the term of the Plan, no
Participant can receive restricted stock awards relating to shares
of Common Stock that in the aggregate exceed 375,000 shares of
Common Stock, as adjusted pursuant to the terms hereof. Further,
with respect to all awards granted pursuant to this Article IX that
are not annual incentive compensation awards, stock options, stock
appreciation rights or restricted stock awards, in no event shall
payment be made with respect to such awards for any three-year
period, valued as of the end of such three-year period, in an
amount that exceeds the lesser of 100% of such Participant's Annual
Base Salary and $900,000.
9.4 Time and Form of Payment. Amounts in respect of awards
granted under this Article IX shall be paid after the end of the
applicable performance period, at such time as the Committee shall
determine. Unless otherwise determined by the Committee, such
payments shall be made only after achievement of the Performance
Goals has been certified by the Committee. Payments shall be made
either in cash, in Common Stock, in such other form as determined
by the Committee or in a combination of the foregoing, as
determined by the Committee.
With respect to all employees who are Covered Employees (as
defined in Section 162(m)), the foregoing provisions shall apply to
the extent necessary for the awards granted pursuant to this
Article IX to satisfy the applicable requirements of
Section 162(m).
X. Loans
The Committee may, in its discretion, authorize loans by the
Company to Participants in connection with the grant of stock
awards, other awards hereunder 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.
XI. Miscellaneous
11.1 Withholding. In addition to any other withholding
provisions set forth in Section 5.2 hereof, 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 authorize the Company to withhold shares
of Common Stock earned with respect to any grant or award.
<PAGE>
11.2 Change in Control. For purposes of the Plan and the
Programs, a "Change in Control" shall be deemed to have occurred:
(a) 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 (not including in the securities
beneficially owned by such person any securities acquired by
an employee benefit plan of the Company or any subsidiary
thereof, or any trustee or other fiduciary holding securities
under any such employee benefit plan), 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
(b) 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 (not including in
the securities beneficially owned by such person any
securities acquired by an employee benefit plan of the Company
or any subsidiary thereof or any trustee or other fiduciary
holding securities under any such employee benefit plan).
11.3 Certain Provisions Relating to Participation. No
Participant shall have any claim to be granted any award under the
Plan, and there is no obligation for uniformity of treatment for
Participants.
Except as otherwise required by applicable law, no rights
under the Plan or Programs, 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, a Participant may designate a beneficiary
to receive, in the event of death, any amount that would otherwise
have been payable to the Participant or that may become payable on
account of or following his or her death except that, if any amount
shall become payable to the executor or administrator of the
Participant, 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
Participant or, in case of intestacy, under the laws relating to
intestacy.
By accepting any benefits under the Plan or Programs, each
Participant and each person claiming under or through a Participant
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 Plan or Program, as the case may
be, by the Committee, the Company or the Board of Directors.
Subject to any applicable forfeiture provisions provided in
the Programs, each Participant shall have a vested, unconditional
and nonforfeitable right to receive a distribution or distributions
of the amount credited to such Participant's respective accounts,
but only at, and not until, the time or times and only in the
manner provided for in the Plan or applicable Programs. However,
no funds, securities or other property of any nature shall be
segregated or earmarked for any current or former Participant,
beneficiary 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 an
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 Participant
being to receive distributions, as set forth in the Plan or
Programs, as a general creditor of the Company with an unsecured
claim against the Company's general assets.
The Plan and Programs shall be binding upon, and shall inure
to the benefit of, the Company and its successors and assigns and
the Participants and their heirs, administrators and personal
representatives.
<PAGE>
11.4 Governing Law. The Plan and Programs shall be construed
in accordance with and governed by the laws of the State of
Delaware.
XII. Interpretation
The Plan and the Programs thereunder are designed and, to the
extent determine by the Committee, in its discretion, intended to
comply with Rule 16b-3 and Section 162(m), in each case, to the
extent applicable, and all provisions hereof shall be construed in
a manner to so comply.
