<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 1-800
Title of the Plan -
SPECIAL INVESTMENT AND SAVINGS PLAN
FOR WRIGLEY EMPLOYEES
Name and Address of the Issuer of the Securities
Held Pursuant to the Plan -
WM. WRIGLEY JR. COMPANY
(Delaware Corporation)
410 North Michigan Avenue
Chicago, Illinois 60611
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Benefits Committee as Administrator of the Plan, has duly caused
this Annual Report to be signed by the undersigned thereunto duly authorized.
WM. WRIGLEY JR. COMPANY
SPECIAL INVESTMENT AND SAVINGS
PLAN
By: /s/ PHILIP C. JOHNSON
Philip C. Johnson
The Benefits Committee Member
and Senior Director -
Benefits & Compensation
Wm. Wrigley Jr. Company
Date: June 22, 2000
<PAGE>
Financial Statements
and Supplemental Schedules
Special Investment and Savings Plan
for Wrigley Employees
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
Employer Identification #36-1988190
Plan #004
<PAGE>
Special Investment and Savings Plan
for Wrigley Employees
Financial Statements and Supplemental Schedules
Years ended December 31, 1999 and 1998
CONTENTS
Report of Independent Auditors 1
Financial Statements
Statements of Assets Available for Benefits 2
Statements of Changes in Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at End of Year 12
Schedule H, Line 4j - Schedule of Reportable Transactions 13
<PAGE>
Report of Independent Auditors
The Special Investment and Savings Plan Committee
Special Investment and Savings Plan
for Wrigley Employees
We have audited the accompanying statements of assets available for benefits
of the Special Investment and Savings Plan for Wrigley Employees as of
December 31, 1999 and 1998, and the related statements of changes in assets
available for benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes at end of year as of December
31, 1999, and reportable transactions for the year then ended, are presented
for purposes of additional analysis and are not a required part of the
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in our audits
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
May 23, 2000
Chicago, IL /s/ Ernst & Young LLP
<PAGE>
<TABLE>
EIN 36-1988190
Plan #004
Special Investment and Savings Plan
for Wrigley Employees
Statements of Assets Available for Benefits
DECEMBER 31
1999 1998
<S> <C> <C>
ASSETS
Investments, at fair value $397,674,989 $448,981,035
Assets available for benefits $397,674,989 $448,981,035
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
EIN 36-1988190
Plan #004
Special Investment and Savings Plan
for Wrigley Employees
Statements of Changes in Assets Available for Benefits
YEAR ENDED DECEMBER 31
1999 1998
<S> <C> <C>
Interest and dividends $ 12,527,304 $ 10,905,679
Net realized and unrealized (depreciation)
appreciation in fair value of investments (14,856,090) 45,501,947
Contributions:
Employer 3,320,550 3,201,618
Participants 9,603,832 9,588,579
Distributions to participants (61,851,009) (48,866,447)
Forfeitures, allocable to future employer
contributions (50,633) (57,716)
Net (decrease) increase (51,306,046) 20,273,660
Assets available for benefits, at beginning
of year 448,981,035 428,707,375
Assets available for benefits, at end
of year $ 397,674,989 $ 448,981,035
See notes to financial statements.
</TABLE>
<PAGE>
EIN 36-1988190
Plan #004
Special Investment and Savings Plan
for Wrigley Employees
Notes to Financial Statements
Years ended December 31, 1999 and 1998
1. DESCRIPTION OF THE PLAN
The following is a brief description of the Special Investment and Savings
Plan for Wrigley Employees (the Plan), and is provided for general information
purposes only. Participants should refer to the plan document for a more
complete description of the Plan's provisions.
PARTICIPATION AND CONTRIBUTIONS
The Plan was established, effective January 1, 1975, for the employees of Wm.
Wrigley Jr. Company and such United States subsidiaries and affiliates of Wm.
Wrigley Jr. Company that adopt the Plan (collectively referred to as the
Company or Employer). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). Effective January 1, 1998,
employees are eligible to participate in the Plan the first of the month
following or coincident with their hire date. Prior to January 1, 1998,
employees were generally eligible after one year of service. After-tax and/or
401(k) accounts and Company matching accounts are maintained for each
participant. A participant's account balances are valued daily for
participant and Employer contributions, investment income, and net
appreciation (depreciation) in fair value of investments.
The Plan allows eligible employees to make contributions, usually in the form
of payroll deductions, generally up to 15% of base salary, subject to an
annual limit as required by the Internal Revenue Service (IRS). Subject to
certain limitations, the Employer is required to make matching contributions
at 60% of most participants' contributions up to 6% of base salary. All
Employer contributions are invested in the Wrigley Stock Fund.
<PAGE>
Special Investment and Savings Plan
for Wrigley Employees
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Participant and Employer contributions for the two years ended December 31,
1999, were as follows:
<TABLE>
1999 1998
EMPLOYER PARTICIPANTS EMPLOYER PARTICIPANTS
<S> <C> <C> <C> <C>
Wm. Wrigley Jr. Company $2,762,447 $8,150,568 $2,653,575 $7,996,460
L. A. Dreyfus Company 231,963 614,710 237,261 645,598
Amurol Products Company 297,791 750,972 281,523 823,290
Northwestern Flavors, Inc. 28,349 87,582 29,259 123,231
$3,320,550 $9,603,832 $3,201,618 $9,588,579
</TABLE>
The Putnam Fiduciary Trust Company, as Trustee under the Special Investment
and Savings Plan Trust for Wrigley Employees (Trust), dated January 12, 1977,
and amended and restated as of January 1, 1994, directs the purchases and
sales of investments for all funds, within the limits prescribed in the Plan.
Contributions and earnings awaiting investment under the specified investment
programs are temporarily placed in the Trust's collective short-term
investment fund at Putnam Fiduciary Trust Company.
LOANS
The Plan contains provisions that allow loans to participants, subject to
certain restrictions. The maximum aggregate amount that will be loaned to any
participant will generally be the lesser of $50,000 or 50% of the vested
portion of the participant's accounts as of the last preceding valuation date.
These loans, which have a maximum term of five years (ten years if used to
acquire a participant's principal residence), are to be repaid through payroll
deductions. Loans shall bear a reasonable rate of interest, established
annually by the Committee, generally equal to, for any Plan year, the prime
interest rate minus 1% (effective October 1, 1999, the interest rate on loans
was changed to the prime rate).
INVESTMENT OPTIONS AND TRANSFERS
Upon enrollment in the Plan, a participant may direct employee contributions,
in 5% increments, in any of nine investment options.
<PAGE>
Special Investment and Savings Plan
for Wrigley Employees
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Participants may change their investment direction on any day, in 1%
increments. In addition, participants may elect to transfer their account
balance in any investment fund or funds on any day, in 1% increments, to any
other investment fund or funds. After reaching age 54, participants may make
a one-time election to diversify their Company contribution account into any
other investment fund or funds. Changes in investment direction or transfers
can be made by calling Putnam directly or by written authorization.
VESTING
Effective January 1, 1998, due to change in eligibility, a participant's
portion of the Employer matching contributions, including investment income
and realized and unrealized gains and losses on investments, is fully vested
after five years of service. Prior to January 1, 1998, participants vested
after four years of participation in the Plan (at the rate of 25% for each
year). A participant also becomes fully vested after one of the following
events: death, or termination of employment if the participant: (i) retires
after reaching age 55; (ii) is permanently disabled; or (iii) enters the Armed
Forces of the United States. Participants are always fully vested in their
tax-deferred and regular deposit accounts.
WITHDRAWALS
Active participants may make a withdrawal from the Plan once during a calendar
quarter on any day. Participants may withdraw the amount in their regular
deposit account and, under certain circumstances, the vested portion of their
Employer matching contribution account and tax-deferred account. Once a
participant makes a withdrawal, contributions will not be matched for a three-
month period.
DISTRIBUTIONS TO PARTICIPANTS
Active participation in the Plan terminates upon death, retirement, or other
termination of employment with the Company. Participants may generally
receive distributions of their vested interest in the Plan in a lump-sum
distribution, an annuity, or a combination thereof.
<PAGE>
Special Investment and Savings Plan
for Wrigley Employees
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
CHARGES AND DEDUCTIONS
When a distribution of a participant's interest in the Plan results in
forfeiture of the nonvested portion of the participant's account, the amount
so forfeited reduces the amount of the Employer's matching contribution
required to be made on behalf of other participants on subsequent employer
deposits.
It is the intent of the Company to continue to pay the administrative expenses
of the Plan, but if the Company fails to make the payments or so directs the
Trustee, there may be a charge against the Trust for these expenses.
PLAN TERMINATION
Although the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time subject to the provisions of the Internal Revenue
Code (IRC) and ERISA. In the event the Plan is terminated, participants would
automatically become fully vested and the net assets of the Plan would be
allocated among the participants in an amount equal to the balances in their
individual accounts at the date of termination.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. The Wm. Wrigley Jr.
Company Common Stock is valued at its quoted market price on the New York
Stock Exchange. There is no established public trading market for the Wm.
Wrigley Jr. Company Class B Common Stock. However, because the Class B Common
Stock is at all times convertible into Common Stock on a share-for-share
basis, the market value of such shares is considered to be equivalent to that
of the Company's Common Stock. Participant loans are valued at cost which
approximates fair value.
CONTRIBUTIONS
Contributions from participants are recognized when withheld by the Company
through payroll deductions.
<PAGE>
Special Investment and Savings Plan
for Wrigley Employees
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Matching contributions from the Employer are recognized concurrently with the
recognition of participants' contributions.
SECURITY TRANSACTIONS
Purchases and sales of securities are accounted for on the trade date. Gains
and losses on sales or withdrawals of securities are based on the average
cost of the securities.
INCOME RECOGNITION
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on the accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in financial statements and accompanying
notes. Actual results could differ from those estimates.
RECLASSIFICATION
Certain reclassifications have been made to the 1998 financial statements to
conform to 1999 presentation.
3. INVESTMENTS
The fair value of individual investments that represent 5% or more of the
Plan's net assets is as follows:
<TABLE>
DECEMBER 31
1999 1998
<S> <C> <C>
Putnam Stable Value Fund $ - $ 34,639,540
Putnam Growth and Income Fund 22,274,174 -
Putnam Vista Fund 21,941,121 -
Wm. Wrigley Jr. Company common stock* 254,119,815 308,913,888
Wm. Wrigley Jr. Company Class B common stock* 44,823,987 58,346,924
*Nonparticipant-directed.
</TABLE>
<PAGE>
Special Investment and Savings Plan
for Wrigley Employees
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
During 1999 and 1998, the Plan's investments (including investments purchased,
sold, as well as held during the year) appreciated in fair value as follows:
<TABLE>
YEAR ENDED DECEMBER 31
1999 1998
<S> <C> <C>
Mutual funds $ 9,939,968 $ 2,384,920
Wm. Wrigley Jr. Company common stock* (24,796,058) 43,117,027
$(14,856,090) $ 45,501,947
*Nonparticipant-directed.
</TABLE>
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the Wrigley Stock Fund is as follows:
<TABLE>
DECEMBER 31
1999 1998
<S> <C> <C>
Net assets:
Wm. Wrigley Jr. Company common stock $254,119,815 $308,913,888
Wm. Wrigley Jr. Company Class B common stock 44,823,987 58,346,924
Cash - 20,421
Total $298,943,802 $367,281,233
YEAR ENDED DECEMBER 31
1999 1998
<S> <C> <C>
Changes in net assets:
Dividends and interest $ 4,975,154 $ 5,464,429
Net realized and unrealized (depreciation)
appreciation in fair value of investments (24,796,058) 43,117,027
Participant contributions 4,932,766 5,005,536
Employer contributions 3,320,550 3,201,618
Distribution to participants (42,105,408) (29,105,041)
Forfeitures (49,624) (57,716)
Interfund transfers (14,614,811) (13,903,702)
Total $ (68,337,431) $ 13,722,151
</TABLE>
<PAGE>
Special Investment and Savings Plan
for Wrigley Employees
Notes to Financial Statements (continued)
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
DECEMBER 31
1999 1998
<S> <C> <C>
Assets available for benefits per the
financial statements $397,674,989 $448,981,035
Amounts allocated to withdrawing participants (30,308,056) (23,572,112)
Assets available for benefits per the Form 5500 $367,366,933 $425,408,923
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
YEAR ENDED DECEMBER 31
1999 1998
<S> <C> <C>
Benefits paid to participants per the
financial statements $61,851,009 $48,866,447
Add: Amounts allocated to withdrawing
participants at end of year 30,308,056 23,572,112
Less: Amounts allocated to withdrawing
participants at beginning of year (23,572,112) (26,508,659)
Benefits paid to participants per the Form 5500 $68,586,953 $45,929,900
</TABLE>
6. FEDERAL INCOME TAX STATUS
The IRS ruled July 18, 1995, that the Plan qualified under section 401(a) of
the IRC and, therefore, the related trust is not subject to tax under present
income tax law. The Plan has been amended since receiving the determination
letter. However, the Plan administrator believes that the Plan is designed
and is currently being operated in compliance with the applicable requirements
of the IRC.
<PAGE>
Special Investment and Savings Plan
for Wrigley Employees
Notes to Financial Statements (continued)
6. FEDERAL INCOME TAX STATUS (CONTINUED)
Employer contributions under the Plan and earnings of the Trust are not
taxable to the participant until the year in which such amounts are
distributed. Generally, whenever a participant receives any amount other than
an amount attributable to his regular deposit account contributions, such
amount is taxable as ordinary income in the year of distribution. When a
participant receives a lump-sum distribution, certain beneficial rules may
apply to reduce or eliminate the tax on such distribution. These benefits
include special averaging techniques and rollovers to another qualified
employee retirement plan or to an individual retirement account or annuity.
The unrealized appreciation on Wm. Wrigley Jr. Company Common Stock
distributed in a lump-sum distribution or attributable to a participant's
regular deposit account contributions in any other distribution will not be
subject to federal income tax at the time of distribution but will, to the
extent realized, be taxable upon disposition of such shares.
<PAGE>
Supplemental Schedules
<PAGE>
EIN 36-1988190
Plan #004
Special Investment and Savings Plan
for Wrigley Employees
Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
<TABLE>
NUMBER CURRENT
IDENTITY OF ISSUE OF SHARES COST VALUE
<S> <C> <C> <C>
Putnam Fiduciary Trust Company
Shares of registered investment
companies:
Putnam Growth & Income Fund (1) 1,187,956 * $ 22,274,174
Putnam Vista Fund (1) 1,256,651 * 21,941,121
Putnam Income Fund (1) 421,487 * 2,680,655
Putnam OTC & Emerging Growth Fund (1) 204,951 * 7,585,253
Putnam International Growth Fund (1) 250,977 * 7,449,006
Putnam Investors Fund (1) 410,825 * 7,867,308
Putnam Money Market Fund (1) 17,832,997 * 17,832,997
Putnam U.S. Government Income Trust (1) 185,279 * 2,286,344
Wm. Wrigley Jr. Company (1) 3,063,992 shares of
Common Stock $87,809,839 254,119,815
Wm. Wrigley Jr. Company (1) 540,455 shares of
Class B Common Stock 1,375,667 44,823,987
Participants' loans Loans receivable with
varying maturities and
interest rates ranging
from 5% to 9.5% 8,814,329
$397,674,989
(1) Putnam Investments and the Wm. Wrigley Jr. Company are parties in interest.
*Disclosure of historical cost information is not required for participant-directed investments.
</TABLE>
<PAGE>
EIN 36-1988190
Plan #004
Special Investment and Savings Plan
for Wrigley Employees
Schedule H, Line 4j - Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
CURRENT
VALUE OF
ASSET ON
PURCHASE SELLING COST TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE OF ASSET DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Category (iii) - Series of transactions in excess of 5% of Plan assets at the beginning of the year
Wm. Wrigley Jr. Company Wrigley Common Stock $46,572,435 $ - $46,572,435 $46,572,435 $ -
- 60,360,619 36,014,971 60,360,619 24,345,648
There were no category (i), (ii), or (iv) reportable transactions during 1999.
</TABLE>
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8, File No. 33-15061) pertaining to the Special Investment and Savings
Plan for Wrigley Employees of Wm. Wrigley Jr. Company of our report dated May
23, 2000, with respect to the financial statements of the Special Investment
and Savings Plan for Wrigley Employees included in this Annual Report (Form
11-K) for the year ended December 31, 1999.
June 22, 2000
Chicago, IL /s/ Ernst & Young LLP
