<PAGE>
Wm. WRIGLEY Jr. Company
Wrigley Building - 410 N. Michigan Avenue - Chicago, Illinois 60611
NOTICE OF ANNUAL MEETING
To the Stockholders:
The Annual Meeting of Stockholders of the Wm. Wrigley Jr.
Company, a Delaware corporation, will be held in the Wrigley
Building, 410 N. Michigan Avenue, Chicago, Illinois, on Thursday,
March 4, 1999, at 9:00 a.m., Central Standard Time, for the
following purposes:
1. To elect the full Board of nine directors;
2. To ratify the appointment of independent auditors for the
year ending December 31, 1999; and
3. To transact such other business as may properly come before
the Annual Meeting and any adjournments thereof.
Stockholders of record at the close of business on January 15,
1999 are entitled to notice of and to vote at the Annual Meeting
and any adjournments thereof.
Your copy of the 1998 Annual Report of the Wm. Wrigley Jr.
Company is enclosed.
YOU CAN HELP YOUR COMPANY PREPARE FOR THE ANNUAL MEETING BY
MARKING, SIGNING AND DATING THE ACCOMPANYING PROXY AND RETURNING IT
AS SOON AS POSSIBLE. For your convenience, a return envelope is
enclosed with postage paid.
By Authorization of the Board of Directors,
HOWARD MALOVANY, Secretary and
General Counsel
Chicago, February 4, 1999
YOUR VOTE IS IMPORTANT. WHETHER YOU OWN ONE SHARE OR MANY, YOUR
PROMPT COOPERATION IN RETURNING YOUR SIGNED PROXY IS GREATLY
APPRECIATED.
<ENTER>
<PAGE>
PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS OF THE
WM. WRIGLEY JR. COMPANY
TO BE HELD ON MARCH 4, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General..................................................... 1
Proposal 1 -- Election of Directors......................... 2
Security Ownership of Directors and Executive Officers.... 5
Security Ownership of Certain Beneficial Owners........... 6
Meetings and Committees of the Board...................... 7
Compensation of Directors................................. 7
Proposal 2 -- The Ratification of the Appointment of Ernst &
Young LLP
as Independent Auditors................................... 9
Executive Compensation...................................... 10
Compensation Committee Report on Executive Compensation... 10
Five Year Total Stockholder Return........................ 13
Summary Compensation Table................................ 14
Long-Term Stock Grant Program............................. 15
Pension Plan.............................................. 15
Compliance with Section 16(a) of the Exchange Act........... 16
Stockholder Proposals for the 2000 Annual Meeting of
Stockholders.............................................. 16
Other Business.............................................. 17
</TABLE>
<ENTER>
<PAGE>
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 9:00 A.M., MARCH 4, 1999
GENERAL
SOLICITATION OF PROXIES. The accompanying proxy is solicited
by and on behalf of the Board of Directors (the "Board") of the Wm.
Wrigley Jr. Company (the "Company") in connection with the Annual
Meeting of Stockholders (the "Annual Meeting") to be held at 9:00
a.m. on Thursday, March 4, 1999, and at any adjournments thereof.
The principal executive offices of the Company are located in the
Wrigley Building, 410 N. Michigan Avenue, Chicago, Illinois 60611.
This proxy statement, the enclosed proxy and a copy of the
Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1998 are being mailed on or about February 4, 1999, to
stockholders of record as of January 15, 1999.
COSTS OF SOLICITATION. The costs of soliciting proxies will be
borne by the Company. In addition to the use of the mails, certain
directors, officers or employees of the Company may solicit proxies
by telephone, telegram, facsimile, cable or personal contact. Upon
request, the Company will reimburse brokers, dealers, banks and
trustees, or their nominees, for reasonable expenses incurred
by them in forwarding proxy material to beneficial owners of shares
of the Company's Common and Class B Common Stock.
OUTSTANDING VOTING SHARES. Stockholders of record at the close
of business on January 15, 1999 will be entitled to notice of and
to vote at the Annual Meeting. As of January 15, 1999, there were
93,020,204 shares of Common Stock and 23,194,175 shares of Class B
Common Stock outstanding and entitled to notice and to vote. Each
share of Common Stock is entitled to one vote and each share
of Class B Common Stock is entitled to ten votes on each matter
presented to the stockholders.
VOTE REQUIRED FOR APPROVAL. Shares of both classes of Common
Stock will vote together as a single class with respect to the
election of directors and the ratification of appointment of
independent auditors. Under the Company's By-laws, the election of
directors and the ratification of the appointment of independent
auditors each requires the affirmative vote of a majority of the
votes entitled to be cast by holders of shares represented at the
Annual Meeting in person or by proxy. Votes may be cast by a
stockholder in favor of the nominees or withheld. Votes may be cast
by a stockholder in favor of or against the ratification of
appointment of independent auditors or a stockholder may
elect to abstain. Since votes withheld and abstentions will be
counted for quorum purposes and are deemed to be present for
purposes of the respective proposals, they will have the same
effect as a vote against each matter. Broker non-votes, if any,
while counted for general quorum purposes, are not deemed to be
present with respect to any matter for which a broker does not have
authority to vote.
VOTING YOUR PROXY. Proxies in the accompanying form, properly
executed and received by the Company prior to the Annual Meeting
and not revoked, will be voted as directed. In the absence of
direction from the stockholder, properly executed proxies received
prior to the Annual Meeting will be voted FOR the election of all
nominees for director and FOR the ratification of the appointment
of the independent auditors. You may revoke your proxy by giving
written notice of revocation to the Secretary of the Company at any
time before it is voted, by submitting a later-dated proxy or by
attending the Annual Meeting and voting your shares in person.
Stockholders are urged to sign and date the enclosed proxy and
return it as promptly as possible in the envelope enclosed for that
purpose. Stockholders of record can also give proxies by calling a
toll-free telephone number or by using the Internet. The telephone
and Internet voting procedures are designed to authenticate
stockholders identities, to allow stockholders to give their voting
instructions and to confirm that stockholders' instructions have
been recorded properly. Specific instructions
for stockholders of record who wish to use the telephone or
Internet voting procedures are included with the enclosed proxy
card. The use of Internet voting and the Company's voting
procedures comply with applicable state law.
1
<ENTER>
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The annual election of the Board will take place at the Annual
Meeting. At its meeting held on January 27, 1999, upon the
recommendation of the Nominating Committee, the Board of Directors
increased the size of the Board from ten to twelve. Ms. Melinda R.
Rich and Mr. John F. Bard were elected to fill the vacancies
created by the increase. Mr. Charles F. Allison III and Mrs. Lee
Phillip Bell, who have reached mandatory retirement age, are not
standing for reelection at the March 4, 1999 Annual Meeting of
Stockholders. Mr. Douglas S. Barrie, an employee Director, having
reached the designated age for retirement from the Board only, will
also not stand for reelection to the Board at the Annual Meeting.
Given the effect of their retirement, the Board also approved at
its January 27 meeting the recommendation of the Nominating
Committee that nine directors be elected for the ensuing year at
the March 4, 1999 Annual Meeting.
Each of the nine nominees, if elected, will serve on the Board
until the next annual meeting or until their successors shall be
duly elected and qualified in accordance with the By-laws. All
nominees are presently members of the Board. If any of the nine
nominees should become unable to accept election, the persons named
in the proxy as members of the proxy committee may vote for such
other person or persons as may be designated by the Board or the
proxy committee. Management has no reason to believe that any of
the nominees named below will be unable to serve.
Approval of the nominees for election to the Board will
require the affirmative vote of a majority of the votes entitled to
be cast by the holders of the outstanding shares of Common Stock
and Class B Common Stock represented at the Annual Meeting in
person or by proxy, voting together as one class.
<TABLE>
<S> <C>
JOHN F. BARD
photo of BARD Mr. Bard, 57, a Director of the Company since January 1999,
was Senior Vice President from 1991 until January 1999 when
he was elected Executive Vice President.
THOMAS A. KNOWLTON
photo of KNOWLTON Mr. Knowlton, 52, a Director of the Company since 1996, was
Executive Vice President of the Kellogg Company from January
1992 until August 1998 and was President-Kellogg North
America from 1994 until 1998. Mr. Knowlton is Chairman of
the Compensation Committee and is also a member of the Audit
Committee.
PENNY PRITZKER
photo of PRITZKER Ms. Pritzker, 39, a Director of the Company since 1994, has
been President of Classic Residence by Hyatt, an affiliate
of Hyatt Corporation, since 1987 and President of Penguin
Group L.P., which acquires and develops real estate. Ms.
Pritzker is also a private investor and a Director of
Coast-to-Coast Financial Corporation. Ms. Pritzker is
Chairman of the Nominating Committee and a member of the
Compensation Committee.
</TABLE>
2
<ENTER>
<PAGE>
<TABLE>
<S> <C>
MELINDA R. RICH
photo of RICH Ms. Rich, 41, a Director of the Company since January 1999,
has been President of Rich Entertainment Group since 1994
and Executive Vice President of Innovation since 1997 and a
Director since 1998 of Rich Products Corporation. Rich
Products Corporation, Buffalo, New York, is a multinational
manufacturer and distributor of non-dairy and frozen food
products. Ms. Rich is also a Director of M&T Bank
Corporation, Buffalo, New York. Ms. Rich is a member of the
Audit Committee.
STEVEN B. SAMPLE
photo of SAMPLE Dr. Sample, 58, a Director of the Company since 1997, has
been President of the University of Southern California
since 1991. Dr. Sample is a Director of Presley Companies
and Unova, Inc. Dr. Sample is a member of the Compensation
and Nominating Committees.
ALEX SHUMATE
photo of SHUMATE Mr. Shumate, 48, a Director of the Company since 1998, has
been a partner of the law firm Squire, Sanders & Dempsey,
L.L.P., resident in Columbus, Ohio, since 1988, and its
Managing Partner since 1991. Mr. Shumate is also a Director
of Banc One Corporation and Intimate Brands, Inc. Mr.
Shumate is a member of the Audit and Compensation
Committees.
RICHARD K. SMUCKER
photo of SMUCKER Mr. Smucker, 50, a Director of the Company since 1988, has
been President and a Director of The J.M. Smucker Company, a
manufacturer of food spreads and food spread-related items,
since 1987 and 1975, respectively. Mr. Smucker is also a
Director of The Sherwin-Williams Company and International
Multifoods, Inc. Mr. Smucker is Chairman of the Audit
Committee and a member of the Nominating Committee.
WILLIAM WRIGLEY
photo of WRIGLEY Mr. Wrigley, 66, a Director of the Company since 1960, has
been President and Chief Executive Officer of the Company
since 1961. Mr. Wrigley is also a Director of Texaco Inc.
and American Home Products Corporation. Mr. Wrigley is a
non-voting, ex officio member of the Audit, Compensation and
Nominating Committees.
</TABLE>
3
<ENTER>
<PAGE>
<TABLE>
<S> <C>
WILLIAM WRIGLEY, JR.
photo of WRIGLEY, JR. Mr. Wrigley, 35, a Director of the Company since 1988, has
been Vice President of the Company since 1991 and was
Assistant to the President from 1985 to 1992. Mr. Wrigley is
also a Director of The J.M. Smucker Company. William
Wrigley, Jr. is the son of William Wrigley.
</TABLE>
YOUR BOARD RECOMMENDS THAT STOCKHOLDERS
VOTE FOR ALL DIRECTORS.
4
<ENTER>
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the beneficial ownership of
Company Common Stock and Class B Common Stock, as of January 15,
1999, for each director and nominee, the Chief Executive Officer,
the next four most highly compensated executive officers, and for
all directors and executive officers as a group.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
TOTAL
CLASS B STOCK AND
COMMON STOCK COMMON STOCK BASED
NAME COMMON STOCK(1) UNITS(2) STOCK* HOLDINGS(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John F. Bard 9,693 18,534 -- 28,227
Thomas A. Knowlton 500 1,091 -- 1,591
Penny Pritzker 200 5,077 -- 5,277
Melinda R. Rich 270 -- -- 270
Steven B. Sample 1,000 626 -- 1,626
Alex Shumate 100 306 -- 406
Richard K. Smucker 3,613 12,286 -- 15,899
William Wrigley 21,910,934(4) 61,476 12,854,508(4) 34,826,918
William Wrigley, Jr. 13,006 1,518 6,884 21,408
Douglas S. Barrie 27,805 26,724 1,218 55,747
Ronald O. Cox 35,164(5) 22,984 6,796 64,944
Martin J. Geraghty 73,149(6) 2,487 7,571 83,207
- ------------------------------------------
All directors and executive
officers as a group (29) 22,192,240(7) 224,702 12,890,968(7) 35,307,910
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes restricted shares held by directors and executive
officers over which they have voting power but not investment
power, shares held directly or in joint tenancy, shares held
in trust by broker, bank or nominee or other indirect means
and over which the individual or member of the group has sole
or shared voting and/or investment power. Unless otherwise
noted, each individual or member of the group has sole voting
and investment power with respect to the shares shown. No
director or executive officer, except Mr. William Wrigley,
owns more than one tenth of one percent of the total
outstanding shares of either class of Common Stock. Mr.
William Wrigley beneficially owns 23.56% of the shares of
Common Stock outstanding and 55.42% of the shares of Class B
Common Stock outstanding.
(2) Includes the non-voting share units credited to the account of
the named individual or members of the group, as applicable,
under the Director's Deferred Compensation Plan and the Stock
Deferral Plan for Non-Employee Directors, a complete
description of which is set forth under the heading
"Compensation of Directors" or pursuant to deferred
compensation elections under the Company's other compensation
plans.
(3) Includes the sum of Common Stock, Common Stock Units and Class
B Common Stock and represents the aggregate of the
individual's Common Stock holdings assuming distribution of
Common Stock Units as Common Stock and conversion
of all Class B Common Stock to Common Stock.
(4) Includes 21,002,928 shares of Common Stock and 11,537,000
shares of Class B Common Stock held by various trusts, a
corporation and a nonprofit corporation. Mr. Wrigley has sole
voting and investment power over the shares listed with the
exception of 1,606,104 shares of Common Stock and 716,784
shares of Class B Common Stock over which Mr. Wrigley has
shared investment power. Of the total shares shown for Mr.
Wrigley, he disclaims any beneficial interest in 9,220,463
shares of Common Stock and 4,689,598 shares of Class B Common
Stock.
(5) Includes 86 shares of Common Stock held by Mr. Cox's wife.
(6) Includes 133 shares of Common Stock held by Mr. Geraghty's
wife.
(7) Includes 1,620,679 shares of Common Stock and 719,508 shares
of Class B Common Stock over which members of the group share
voting or investment power.
* Shares of Class B Common Stock are at all times convertible
into shares of Common Stock on a share-for-share basis.
Assuming an individual, or the group, converts the shares of
Class B Common Stock held by such individual or group into
shares of Common Stock, the percentage of Common Stock
5
<ENTER>
<PAGE>
owned beneficially by Mr. William Wrigley would be 32.84%, and
33.13% for all directors and executive officers as a group. No
other individual named or member of the group would own
beneficially more than 0.10% of the Common Stock as the result
of such conversion.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of January 15, 1999, the Company's records and other
information made available by outside sources indicated that the
following stockholders were beneficial owners of more than five
percent of the outstanding shares of the Company's Common Stock or
Class B Common Stock.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
AMOUNT-AND-NATURE-OF-BENEFICIAL-OWNERSHIP
- -------------------------------------------------------------------------------------------------------------
CLASS B
COMMON-STOCK COMMON-STOCK
- -------------------------------------------------------------------------------------------------------------
NAME SHARES PERCENT OF CLASS SHARES PERCENT OF CLASS
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Edna Jean Offield, James S. Offield
and Paxson H. Offield(1)
410 N. Michigan Avenue
Chicago, Illinois 60611 3,892,765 4.18 2,985,068 12.87
William Wrigley(2)
410 N. Michigan Avenue
Chicago, Illinois 60611 21,910,934 23.56 12,854,508 55.42
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Due to their substantial stock holdings, the Offield family
and Mr. Wrigley may each be deemed a "control person" of the
Company under applicable regulations of the Securities and Exchange
Commission. James and Paxson Offield are the sons of Edna Jean
Offield.
(1) Of the shares listed, Edna Jean Offield has sole voting and
investment power over 396,120 shares of Common Stock;
James S. Offield has sole voting and investment power
over 5,222 shares of Common Stock and 15,002 shares of
Class B Common Stock; and Paxson H. Offield has sole
voting and investment power over 86,701 shares of Common
Stock and 10,229 shares of Class B Common Stock. Also, of
the shares listed, Edna Jean Offield, James S. Offield
and Paxson H. Offield share voting and investment power
over 2,216,367 shares of Common Stock held in various
family trusts and by a charitable foundation and
1,716,120 shares of Class B Common Stock held in various
family trusts; Edna Jean Offield and James S. Offield
share voting and investment power over 125,475 shares of
Common Stock held in various family trusts and 226,848
shares of Class B Common Stock held in various family
trusts; Edna Jean Offield shares with other parties
voting and investment power over 1,017,572 shares of
Common Stock and 655,200 shares of Class B Common Stock
held in various family trusts; and Paxson H. Offield
shares with other parties voting and investment power
over 428,944 shares of Common Stock and 361,599 shares of
Class B Common Stock held in various family trusts. Of
their total shareholdings, Edna Jean Offield disclaims
beneficial ownership of 2,084,656 shares of Common Stock
held in the trusts and by the foundation and 1,884,480
shares of Class B Common Stock held in the trusts; James
S. Offield disclaims beneficial ownership of 2,006,622
shares of Common Stock held in various family trusts and
by the foundation and 1,441,752 shares of Class B Common
Stock held in various family trusts; and Paxson H.
Offield disclaims beneficial ownership of 2,278,523
shares of Common Stock held in various family trusts and
by the foundation and 1,576,503 shares of Class B Common
Stock held in various family trusts.
(2) See footnotes (1) and (4) on page 5.
* Shares and percent of class indicated for Common Stock do not
reflect the shares of Common Stock that could be acquired upon
the conversion of the shares of Class B Common Stock into
shares of Common Stock on a share-for-share basis. In such
event, the percentage of Common Stock beneficially owned would
be 7.16% for the Offield Family and 32.84% for William
Wrigley.
In addition to the above listed shareholders, Putnam Fiduciary
Trust Company holds 3,436,269 shares (3.69%) of Common Stock and
648,108 shares (2.79%) of Class B Common Stock as Trustee (the
6
<ENTER>
<PAGE>
"Trustee") under the Special Investment and Savings Plan for
Wrigley Employees (the "SISP"). In accordance with the terms of the
SISP, the Trustee must vote the shares as directed by proxies
submitted by participants.
MEETINGS AND COMMITTEES OF THE BOARD
The Board has three standing Committees: Audit, Compensation
and Nominating.
Audit Committee. This Committee has four non-employee
independent directors and met three times in 1998. It annually
recommends to the Board the appointment of independent auditors and
reviews with the auditors the plan and scope of the audit and audit
fees; reviews the guidelines established for the dissemination of
financial information; meets periodically with the independent and
internal auditors, the Board and management to monitor the adequacy
of reporting and internal controls; reviews consolidated financial
statements; and performs any other functions or duties deemed
appropriate by the Board.
Compensation Committee. This Committee has four
non-employee independent directors and met four times in 1998. It
annually sets the base salary, incentive compensation and any other
compensation of the Chairman of the Board, if any, and of the
President and Chief Executive Officer; determines annually whether
or not an Executive Incentive Compensation Program should be
established for that year; sets and administers the terms and
policies of the Company's Management Incentive Plan (and underlying
programs); and performs any other functions or duties as deemed
appropriate by the Board.
Nominating Committee. This Committee has three
non-employee independent directors and met twice in 1998. It
considers and proposes director nominees for election at the Annual
Meeting; selects candidates to fill Board vacancies as they may
occur; makes recommendations to the Board regarding Board committee
memberships; and performs any other functions or duties deemed
appropriate by the Board.
The Nominating Committee will accept for consideration
stockholders' nominations for directors if made in writing. The
nominee's written consent to the nomination and sufficient
background information on the candidate must be included to enable
the Committee to make proper judgments as to his or her
qualifications. Nominations should be addressed to the Chairman of
the Nominating Committee at the Company's headquarters and must be
received no later than October 5, 1999 in order to be considered
for the next annual election of directors.
During 1998 there were five meetings of the Board. All
directors attended at least 75% of the meetings of the Board and of
the committees of which they were members.
COMPENSATION OF DIRECTORS
For 1998, non-employee directors received an annual cash
retainer of $28,000. Each Board committee member receives an annual
retainer of $3,500 per committee. Each Board committee chair
receives an additional annual retainer of $5,000. There are no
additional fees for attending Board and Board committee meetings.
All or a portion of the annual cash retainer received by the
non-employee Director may be deferred in cash or share units.
Directors who are employees of the Company receive no compensation
for services as Directors.
A Deferred Compensation Plan for Non-Employee Directors has
been in effect since 1983. Under the plan, participants may defer
up to 100% of their total retainer fees. Such deferred amounts are
generally distributed at the earlier of age 70 or retirement in a
lump sum or in equal annual installments over a period not to
exceed fifteen years, or in a combination thereof at the Director's
election. Deferred amounts may be invested, through a grantor
trust, in the form of share units (each share unit is equivalent to
a share of the Company's Common Stock) or money credits deposited
in one or more funds offered by the plan trustee.
The Stock Deferral Plan for Non-Employee Directors has been in
effect since 1988. This plan is designed not only to provide a
deferred benefit for non-employee directors, but also to increase
the
7
<ENTER>
<PAGE>
Directors beneficial ownership in the Company and more closely tie
their interest in the long-term growth and profitability of the
Company with that of the stockholders. Following the conclusion of
each business year there is credited to the deferred stock accounts
of each non-employee director a number of share units with a value
equivalent to the stated value of the annual Board retainer in
effect on the last business day of such year. Dividend equivalents,
equal in value to dividends paid on the Company's Common Stock, are
also credited on the share units accumulated in the plan, and
converted into additional units. The plan credits non-employee
directors share units over the first ten years of service.
Participants receive upon retirement actual shares, either in a
lump sum or over a period not to exceed fifteen years. In
accordance with the plan, each participant's account was credited
with 306 share units on January 4, 1999. The aggregate number of
share units accumulated by each non-employee director from the
inception of the plan in 1988 is included in the "Total" column in
the table under the heading "Security Ownership of Directors
and Executive Officers" on page 5.
The Company maintains a Non-Employee Directors' Death Benefit
Plan pursuant to which a director's beneficiary receives a $250,000
lump sum benefit if death occurs after the directorship terminates,
or $25,000 per year for ten years if death occurs prior to
termination. To participate in the plan, a director must agree to
contribute $600 per year for a maximum of ten years. The Company
maintains life insurance to fund the cost of the plan. All
non-employee directors participate in this plan.
8
<ENTER>
<PAGE>
PROPOSAL 2
THE RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS
At its meeting of October 28, 1998, the Audit Committee
recommended the appointment of Ernst & Young LLP as independent
auditors for the year ending December 31, 1999. At a meeting of the
Board on January 27, 1999, the directors accepted the
recommendation of the Audit Committee and appointed Ernst & Young
LLP, subject to ratification by the stockholders, to examine the
1999 consolidated financial statements of the Company. Accordingly,
the stockholders will be asked to ratify such appointment at the
Annual Meeting by the affirmative vote of a majority of the votes
entitled to be cast by the holders of the outstanding shares of
Common Stock and Class B Common Stock represented at the Annual
Meeting in person or by proxy, voting together as one class. It is
expected that representatives of Ernst & Young LLP will attend the
Annual Meeting and be available to make a statement or respond to
appropriate questions.
YOUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.
9
<ENTER>
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board (the "Committee") is
responsible for establishing the base salary of the Company's
President and Chief Executive Officer and for setting and
administering the terms and policies of the Company's Management
Incentive Plan ("MIP").
Compensation Principles
The Committee believes that the most effective executive
compensation program is one that provides incentives to achieve
specific annual, long-term and strategic goals of the Company, with
the ultimate objective of enhancing stockholder value. The
Committee believes executive compensation should include cash and
equity-based programs that reward performance as measured against
these goals. Additionally, the Committee recognizes that the
Company operates in a competitive environment and that both
performance and compensation should be evaluated to ensure the
Company remains competitive and maintains its ability to attract
and retain superior key employees.
Annual executive cash and incentive-based equity compensation
is structured to encourage achievement, initiative and teamwork.
Also, ownership and retention of the Company's Common Stock by key
employees helps to more directly align their interests with those
of the stockholders.
Base Salaries
The Committee sets the base salary, incentive and any other
compensation of the President and Chief Executive Officer. The base
salaries of the Company's next four most highly compensated senior
executive officers are determined by the President and Chief
Executive Officer. The same principles used in setting the base
salary range of the Chief Executive Officer and the other senior
executive officers are also used for all other salaried employees
to ensure that salaries are fairly and competitively established.
Base salary ranges are determined for each position using three
criteria: accountability, know-how, and problem-solving ability.
These ranges are then compared to independently obtained salary
surveys. Base salary ranges are designed so that salary
opportunities for a given position will be between 80% and 120% of
the competitive average base salaries.
The Committee administers Mr. Wrigley's salary and receives an
annual analysis from the Company's Compensation Manager on all
aspects of Mr. Wrigley's remuneration and its relationship to the
comparative survey data. During its review, the Committee primarily
considers the Company's overall performance (including unit sales,
earnings growth, and total stockholder return), adherence to the
Company's strategic plan, the development of sound management
practices, and the succession of skilled personnel. Mr. Wrigley's
last increase was effective February 1, 1998.
Management Incentive Plan
The 1997 Management Incentive Plan (the "MIP"), approved by
shareholders at the 1997 Annual Meeting, is a flexible omnibus
plan, consisting of several programs (the "MIP Programs") designed
to provide the Committee with various equity-based incentive
compensation tools to promote achievement by key employees and
allow them to participate in the long-term growth and profitability
of the Company. As considered appropriate by the Committee, it may
grant participants shares of the Company's Common Stock, share
units, stock options, stock appreciation rights, performance units,
or any combination; establish any conditions or restrictions; and
provide for deferral pursuant to written elections made by the
participants prior to the commencement of a plan year or cycle.
Any award of stock under the MIP Programs is at the fair
market value at the time of the award. Stock grants were awarded by
the Committee in January and February 1998, under MIP Programs for
1997 fiscal year performance and the five year performance cycle
ending in 1997. Awards, if any, to be granted in January or
February 1999 for 1998 fiscal year performance or the five year
performance cycle ending in
10
<ENTER>
<PAGE>
1998 will be made under the programs of the 1997 MIP described
below (or identical programs under the predecessor incentive plan):
Executive Incentive Compensation Program. An annual
incentive compensation program under the omnibus MIP, the
Executive Incentive Compensation Program ("EICP"), and those
key employees eligible to participate in the EICP, are
considered and approved by the Committee prior to the
beginning of each fiscal year.
The EICP is designed to encourage initiative and
creativity in the achievement of annual corporate, personal
and unit goals, and to foster effective teamwork. It also
enables the Company, without inflating base salaries, to
attract and retain highly skilled managers and competitively
reward them with variable performance-measured cash
compensation.
The EICP adopted for 1998 included various incentive
levels based on the participant's accountability and impact on
Company operations, with target award opportunities ranging
from 15% to 65% of participants base salary. Awards for actual
performance, if earned, may range from 50% below to 50% above
the established target award.
All participants, except Mr. Wrigley, are assigned
weightings for performance elements consisting of at least one
or more operational or personal goals that vary from year to
year and are unique to each individual participant, and for
teamwork effectiveness. Weights for these elements are based
on the participant's accountability and impact on overall
operations and, if assigned, vary from 10% to 70% of target
for one or more operational goals, 10% to 70% of target for
one or more personal goals and 10% to 20% of target for team
effectiveness. For certain participants, including the senior
executive officers, a corporate performance element is also
included, which varies from 20% to 50% of target. In rating
the performance of Mr. Wrigley, the Committee considers his
overall effectiveness in guiding the affairs of the Company as
evaluated primarily by corporate performance for the year and
by progress toward longer-range objectives and strategies.
Under the EICP for 1998, the corporate performance
element consisted of an increased unit volume goal over the
prior year with a relative weight of 25% of the total element
and an increased earnings per share goal over the prior year
with a relative weight of 75%. Although not weighted, the
Committee also considers as part of the corporate performance
element two additional goals: pre-tax cost savings and
adherence to the corporate strategic plan. Any awards to be
made under the EICP for performance in 1998 will be determined
and paid by the Committee in February 1999 and will be
reported in the next proxy statement.
The EICP adopted for 1997 had a corporate performance
element consistent with the above. At its meeting of February
18, 1998 the Committee reviewed all corporate goals for the
year ended December 31, 1997 and determined that the award for
1997 performance was above the established target award for
the corporate element. Awards made thereunder to the Chief
Executive Officer and the next four most highly compensated
executive officers are shown in column (d) of the Summary
Compensation Table on page 14 as 1997 compensation.
An EICP for 1999 was approved by the Compensation
Committee at its October 28, 1998 meeting. Any awards under
the 1999 EICP will be determined in February 2000.
Participants may defer all or any part of their EICP
award and have such amounts credited to their deferral account as
share units or money credits, or a combination of both, in
accordance with procedures set forth in the deferred program under
the EICP.
Long-Term Stock Grant Program. The Long-Term Stock Grant
Program, established in January 1993, provides an opportunity
for executive officers and certain other designated key
employees to increase their stake in the Company through
grants of Common Stock. For the grant cycles 1994-1998,
1995-1999, 1996-2000 and 1997-2001, the program provides
participants with target stock grant opportunities ranging in
value from 25% to 60% of base salary. For the 1998-2002 grant
cycle, the program provides participants with target stock
grant opportunities ranging in value from 25% to 65% of base
salary. Actual awards, if earned, may range from 50% below to
50% above target depending on
11
<ENTER>
<PAGE>
performance which is measured by comparing the Company's total
stockholder return to the total stockholder return for the
S&P's 500 Food Group for the applicable performance period.
Awards are earned at the target level if the Company's total
stockholder return equals the S&P's 500 Food Group total
stockholder return for such period. The aggregate value of
shares awarded to all participants for a specific period is
limited to not more than nine-tenths of one percent (0.9%) of
the Company's average annual growth in total stockholder value
during any such period.
Any shares awarded under this program are held in the
Company's custody and restricted as to transfer or sale until
one year after the date the shares were awarded, except in
cases of retirement, disability, or death. Voting and dividend
rights inure to the recipient upon award. Alternatively, prior
to any such grant cycle, participants may elect to defer
receipt of all or any portion of their awards in the form of
share units. After one year following award, participants may
transfer any amount deferred to other investment options
available under a grantor trust for which Putnam Fiduciary
Trust Company is the Trustee.
On February 19, 1998 the Committee determined that the
performance ratio of the Company's total shareholder return to
the total shareholder return for the S&P's 500 Food Group
transitional five year cycle 1993-1997 exceeded the target
level. Awards granted on February 18, 1998 for the 1993-1997
cycle to the Chief Executive Officer and the next four most
highly compensated executive officers appear in column (e) of
the Summary Compensation Table on page 14 as 1997
compensation.
Awards, if any, for the five year cycle 1994-1998, will
be determined by the Committee at its meeting in February 1999
and any awards will be reported in the next proxy statement.
A grant under this program for the performance cycle 1998-2002
was also approved by the Committee on February 18, 1998 and is
indicated in the Long-Term Stock Grant Program table on page
15.
Stock Award Program. Under this program, EICP
participants may be awarded shares of the Company's Common Stock
comparable in value to the present value of 1.5% of the
participant's average EICP award received in the prior three years
multiplied by such participant's years of service, and reduced by
the present value of prior awards under this program.
Awards granted to the Chief Executive Officer and the
next four most highly compensated executives on February 18,
1998 for fiscal year 1997 appear in column (e) of the Summary
Compensation Table on page 14 as 1997 compensation. Awards for
services in 1998 were determined in January 1999 and are
reflected in column (e) of the Summary Compensation Table on
page 14 as 1998 compensation.
Additionally, those EICP participants who are not
eligible to participate in The Special Investment and Savings
Plan for Wrigley Employees (a typical defined contribution
plan) are eligible to receive an additional award equal to 5%
of their base salary.
Participants may elect to receive these benefits in the
form of shares of Common Stock and may receive or reinvest
dividends thereon, with the shares being retained in the
Company's custody and subject to restriction on sale or
transfer until one year after termination of employment,
unless due to death or retirement. Alternatively, participants
may elect to defer all or any portion of this benefit in the
form of share units.
No stock options were granted or were outstanding in 1998.
12
<ENTER>
<PAGE>
Deductibility of Executive Compensation
During 1998, the Committee reviewed and considered the
deductibility of executive compensation under Section 162(m) of the
Internal Revenue Code of 1986, as amended, with respect to
compensation paid to the executive officers named in the Summary
Compensation Table. All such compensation paid by the Company
during 1998 was fully deductible for federal income tax purposes.
THE COMPENSATION COMMITTEE
Thomas A. Knowlton, Chairman
Charles F. Allison III
Lee Phillip Bell
Penny Pritzker
FIVE YEAR TOTAL STOCKHOLDER RETURN
The following indexed graph and table indicate the Company's
total stockholder return for the five year period ending December
31, 1998 as compared to the total return for the Standard & Poor's
500 Composite Index and the Standard & Poor's 500 Food Group Index,
assuming a common starting point of 100. Total stockholder return
for the Company, as well as for the Indices, is determined by
adding (a) the cumulative amount of dividends for a given year
(assuming dividend reinvestment) and (b) the difference between the
share price at the beginning and at the end of the year, the sum of
which is then divided by the share price at the beginning of such
year. Please note that the graph and table are five year historical
representations and, as such, are not indicative of future
performance relative to the Indices.
TOTAL STOCKHOLDER RETURNS
(DIVIDENDS REINVESTED)
[LINE GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
- --------------------------------------------------------------------------------------------------------
Wrigley 100 114 124 135 194 222
- --------------------------------------------------------------------------------------------------------
S&P 500 Composite Index 100 101 139 171 229 294
- --------------------------------------------------------------------------------------------------------
S&P 500 Food Group Index 100 112 143 169 242 262
- --------------------------------------------------------------------------------------------------------
</TABLE>
13
<ENTER>
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the total cash and non-cash
compensation in each of the last three years ended December 31 for
the Company's Chief Executive Officer and the next four most highly
compensated executive officers.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION(1) AWARDS
- -----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
RESTRICTED
NAME AND STOCK ALL OTHER
PRINCIPAL AWARD(s) COMPENSATION
POSITION YEAR SALARY($) BONUS($)(2) ($)(3)(4) ($)(5)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
WILLIAM WRIGLEY 1998 $545,833 -- $112,176 $ 6,860
President & CEO 1997 500,000 $450,000 779,589 6,860
1996 500,000 285,000 827,110 6,860
JOHN F. BARD 1998 342,167 -- 40,754 12,041
Executive Vice President 1997 321,083 222,511 360,977 11,173
1996 298,167 166,675 329,026 10,412
DOUGLAS S. BARRIE 1998 440,833 -- 99,302 42,596
President -- International 1997 408,750 300,431 458,076 38,129
1996 382,500 235,620 424,323 34,210
RONALD O. COX 1998 366,750 -- 46,986 18,258
Group Vice President 1997 345,417 177,890 389,513 16,432
1996 322,500 186,083 341,597 14,830
MARTIN J. GERAGHTY 1998 302,000 -- 85,444 8,888
Senior Vice President -- 1997 288,000 199,872 341,829 8,293
Manufacturing 1996 273,000 160,251 324,821 12,636
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) While each of the named executive officers received certain
personal benefits in the years shown, the value of these
benefits did not exceed, in the aggregate for any executive
officer, the minimum reportable amount.
(2) Amounts shown in column (d) are the cash awards to the named
individuals under the Executive Incentive Compensation Program
(including any amounts deferred). Awards to be paid for 1998
performance, if any, are not determined as of the latest
practicable date, and if paid will be reported in the next
proxy statement.
(3) The figures in column (e) for 1998 represent the fair market
value of awards of stock at the time of the award (prior to
any deduction for withholding taxes) under the Stock Award
Program. Awards for 1998 under the Long-Term Stock Grant
Program, if any, are not determined as of the latest
practicable date, and if paid will be reported in the next
proxy statement.
(4) The figures in column (e) for 1997 and 1996 represent the fair
market value of awards of stock at the time of the award
(prior to any deduction for withholding taxes) under the
former Alternate Investment and Savings Program and the Stock
Award Program for 1997 and 1996, respectively, and under the
Long-Term Stock Grant Program for the five year performance
cycle ending December 31, 1997 and December 31, 1996,
respectively.
The aggregate number and dollar value of stock (net of any
withholding for tax purposes) awarded from the inception of
the Stock Award Program, the Alternate Investment and Savings
Program, the Long-Term Stock Grant Program and through
deferral elections under the Management Incentive Plan (and
its predecessor) as of December 31, 1998 are as follows:
William Wrigley, 164,530 shares and 61,476 share units
($20,241,662); John F. Bard, 12,404 shares and 18,534 share
units ($2,770,885); Douglas S. Barrie, 16,027 shares and
26,723 share units ($3,828,797); Ronald O. Cox, 19,698 shares
and 22,984 share units ($3,822,707) and Martin J. Geraghty,
32,320 shares and
14
<ENTER>
<PAGE>
2,487 share units ($3,117,402). All shares of stock or share
units vest upon award and are entitled to dividends or
dividend equivalents at the same rate as dividends paid on
unrestricted shares of the Company's Common Stock. Shares
awarded under the Long-Term Stock Grant Program are restricted
for a period of one year following award. Shares awarded under
the Stock Award Program and the Alternate Investment and
Savings Program are restricted until one year following
termination of employment, unless due to death or retirement.
(5) Includes the value of corporate-paid life insurance premiums
under the Senior Executive Life Insurance Plan, interest
earned during the year on sums accumulated since 1984 in
deferred compensation accounts to the extent such interest was
in excess of certain long-term rates prescribed by the
Internal Revenue Code and for Mr. Geraghty, pay in lieu of
vacation.
For the last completed fiscal year, the value of
corporate-paid life insurance premiums and above-market rate of
interest on accumulated deferred compensation accounts were,
respectively, as follows for each named executive officer: William
Wrigley, $6,860 and $0; John F. Bard, $4,975 and $7,066; Douglas S.
Barrie, $6,221 and $36,375; Ronald O. Cox, $3,391 and $14,867; and
Martin J. Geraghty, $4,040 and $4,848.
The Company may provide to key employees interest free,
fully-secured housing or bridge loans for up to five years which
are generally repaid through regular payroll deductions. At
December 31, 1998, the Company had a total of $949,525 of loans
outstanding to all key employees, including a total of $196,000
outstanding to one officer not named above.
LONG-TERM STOCK GRANT PROGRAM
The following table reflects threshold, target and maximum
stock grant opportunities under the Long-Term Stock Grant Program
for the five year performance cycle ending December 31, 2002.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS(1)
-------------------------------------------------
(a) (b)(1) (c) (d) (e) (f)
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#)(2) PAYOUT ($ OR #) ($ OR #) ($ OR #)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William Wrigley 1998-2002 2,140 4,280 6,420
John F. Bard 1998-2002 1,165 2,330 3,495
Douglas S. Barrie 1998-2002 1,480 2,960 4,440
Ronald O. Cox 1998-2002 1,250 2,500 3,750
Martin J. Geraghty 1998-2002 1,045 2,090 3,135
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated future payouts are based on the performance ratio of
the Company's total stockholder return (stock price
appreciation plus reinvested dividends) for the five year
performance cycle to the total return for the Standard &
Poor's 500 Food Group Index for the same period. The threshold
amount is 50% of the target and the maximum amount is 150% of
the target amount.
(2) The number of shares, units or other rights granted in 1998
are set forth under column (e) of this table.
PENSION PLAN
The Wrigley Retirement Plan is a qualified, defined benefit,
non-contributory pension plan covering substantially all employees
of the parent and domestic associated companies. Credited service
accrues from the date of employment.
Retirement benefits are calculated by multiplying the product
of 1.5% times the years of service by the final average eligible
pay for the three highest consecutive years in the last ten years
before retirement, less
15
<ENTER>
<PAGE>
1% of the annual primary Social Security benefit multiplied by the
years of credited service since January 1, 1976.
The table below illustrates various estimated annual pension
benefits generated by the plan formula, assuming retirement at the
plan's normal retirement age, when combined with an estimated
annual Social Security benefit of $15,900.
<TABLE>
<CAPTION>
YEARS OF SERVICE
ELIGIBLE
REMUNER- ---------------------------------------------------------
ATION 10 20 30 40 50
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$200,000 44,310 72,720 101,130 129,540 157,950
250,000 51,810 87,720 123,630 159,540 195,450
300,000 59,310 102,720 146,130 189,540 232,950
350,000 66,810 117,720 168,630 219,540 270,450
400,000 74,310 132,720 191,130 249,540 307,950
500,000 89,310 162,720 236,130 309,540 382,950
600,000 104,310 192,720 281,130 369,540 457,950
</TABLE>
Eligible pay for officers is only base salary. The current
base salary of the Chief Executive Officer and the next four most
highly compensated executive officers is set forth in column (c) in
the Summary Compensation Table on page 14. The credited years of
service as of December 31, 1998 for each named executive officer
are as follows: William Wrigley, 42; John F. Bard, 8; Douglas
S. Barrie, 16; Ronald O. Cox, 20 and Martin J. Geraghty, 36.
To the extent that an individual's annual retirement income
benefit under the plan exceeds the limitations imposed by the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder (including, among others, the limitation that annual
benefits paid under qualified plans may not exceed $125,000), such
excess benefits may be paid from the Company's non-qualified,
unfunded, non-contributory supplemental retirement plan.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company's executive officers, directors and 10%
stockholders are required under the Securities Exchange Act of 1934
to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York and Chicago
Stock Exchanges. Copies of these reports must also be furnished
to the Company.
Based solely on a review of copies of such reports furnished
to the Company through the date hereof, or written representations
that no reports were required, the Company believes that during
1998 all filing requirements applicable to its executive officers,
directors and 10% holders were complied with, except for one report
covering one transaction which was filed late by Mr. Stefan
Pfander, Vice President-International and Managing Director-Europe
of the Company. This report was filed promptly after the Company's
discovery of the transaction.
STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING OF
STOCKHOLDERS
If any stockholder intends to present a proposal to be
considered for inclusion in the Company's proxy material in
connection with the 2000 Annual Meeting of Stockholders, the
proposal must be in proper form and received by the Secretary of
the Company on or before October 5, 1999. In addition, if a
stockholder intends to present a proposal for action at the 2000
Annual Meeting of Stockholders, the stockholder must provide the
Company with notice thereof by December 18, 1999.
16
<ENTER>
<PAGE>
OTHER BUSINESS
The Company's management does not know of any other matter to
be presented for action at the Annual Meeting. If any other matter
should be properly presented at the Annual Meeting, however, it is
the intention of the persons named in the accompanying proxy to
vote said proxy in accordance with their best judgment.
Howard Malovany, Secretary and
General Counsel
Chicago, February 4, 1999
17
<ENTER>
<PAGE>
<TABLE>
<S><C>
[X]
Please mark your 6700
votes as in this
example.
This proxy card represents all shares of Wrigley stock (both Common and Class B Common) held in the registration
indicated below. For employee stockholders, this includes your shares held in the Special Investment and
Savings Plan.
The Board of Directors recommends a vote FOR Items 1 and 2.
1.Election of FOR ( ) WITHELD ( ) 2. Appointment FOR ( ) AGAINST ( ) ABSTAIN ( )
Directors of Auditors
(see reverse) (see reverse)
*For all nominee(s) except vote withheld from the following:
Change of
Address
(see reverse)
( )
Note: Please sign exactly as name appears on this card.
Joint owners should each sign personally. Corporation
proxies should be signed by an authorized officer.
Executors, administrators, trustees, etc. should so
indicate when signing.
SIGNATURE(S) DATE
- -----------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
<COMPANY LOGO>
Wm. WRIGLEY Jr. Company
WRIGLEY BUILDING 410 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
Telephone: 644-2121
Area Code 312
February 4, 1999
Dear Stockholder:
You are cordially invited to attend the 96th Annual Meeting of
Stockholders of the Wm. Wrigley Jr. Company, which will be held in
the Wrigley Building, 410 N. Michigan Avenue, Chicago, Illinois, at
9:00 a.m., on Thursday, March 4, 1999.
The accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement describe the items to be considered and acted upon by the
stockholders.
Whether or not you plan to attend this meeting, please sign, date
and return your proxy card above, or vote over the phone or
Internet, as soon as possible so that your shares can be voted at
the meeting in accordance with your instructions.
If you attend the meeting, you may revoke your proxy, if you wish,
and vote personally. It is very important that your stock be
represented.
Sincerely,
/s/ William Wrigley
WILLIAM WRIGLEY
President and
Chief Executive Officer
<PAGE>
Wm. WRIGLEY Jr. Company
PROXY CARD
This proxy is solicited on behalf of the Board of Directors for the
Annual Meeting on March 4, 1999.
This proxy will be voted as specified by the stockholder. If no
specification is made, all shares of both classes of stock will be
voted as set forth in the proxy statement FOR the election of
Directors and FOR the appointment of auditors.
The stockholder represented herein appoints William Wrigley,
Richard K. Smucker, Howard Malovany, or any of them, proxies with
power of substitution to vote all shares of Common Stock and Class
B Common Stock entitled to be voted by said stockholder(s) at the
Annual Meeting of the stockholders of Wm. Wrigley Jr. Company to be
held in the Wrigley Building, Chicago, Illinois, on March 4, 1999
at 9:00 a.m., and at any adjournment thereof, as specified in this
proxy. The proxies are authorized in their discretion to vote upon
such other business as may properly come before the meeting.
<TABLE>
<CAPTION>
The Board of Directors recommends a vote FOR Items 1 and 2.
<S> <C>
1. ELECTION OF DIRECTORS 2. APPOINTMENT OF AUDITORS
The nominees are: To ratify the appointment of
(1) John F. Bard, (2) Thomas A. Knowlton independent auditors, Ernst & Young,
(3) Penny Pritzker,(4) Melinda R. Rich, LLP, for the year ending December 31,1999.
(5) Steven B. Sample, (6) Alex Shumate,
(7) Richard K. Smucker, (8) William Wrigley,
and (9) William Wrigley, Jr.
</TABLE>
Your vote is important!
Please sign and date on the reverse side of this proxy card and
return promptly in the enclosed postage-paid envelope.
If you attend the meeting, you may revoke your proxy and vote in
person.
Change of address:
(If you have written in the above space, please mark the "Change of
Address" box on the reverse side of this proxy card.)
- -----------------------------------------------------------
FOLD AND DETACH HERE
Wm. Wrigley Jr. Company stockholders can now vote their shares over
the telephone or the Internet. This eliminates the need to return
the proxy card.
To vote your shares over the telephone or the Internet you must
have your proxy card and Social Security Number available. The
three-part Voter Control Number (including the # signs) that
appears in the box on the reverse side just below the perforation
must be used in order to vote by telephone or over the Internet.
These systems can be accessed 24 hours a day, seven days a week up
until the day prior to the meeting.
1. To vote over the telephone:
On a touch-tone telephone call 1-800-OK2-VOTE
(1-800-652-8683).
2. To vote over the Internet:
Log on to the Internet and go to the web site
http://www.vote-by-net.com.
Your vote over the telephone or the Internet instructs the Trustee
in the same manner as if you marked, signed, dated and returned
your proxy card.
If you choose to vote your shares over the telephone or the
Internet, there is no need for you to mail back your proxy card.
Your vote is important. Thank you for voting.
