UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 28, 2008
(Date of Report (Date of Earliest Event Reported))
WM.WRIGLEY JR. COMPANY
(Exact Name of Registrant as specified in its charter)
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DELAWARE
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1-800
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36-1988190
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(State or Other
Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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410 North Michigan Avenue
Chicago, Illinois
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60611
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(Address of principal executive Offices)
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(Zip Code)
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(312) 644-2121
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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þ
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On July 28, 2008, Wm. Wrigley Jr. Company (the “
Company
”) issued a press release
announcing the results of operations of the Company and financial condition for the second quarter
ended June 30, 2008. The press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated in this report by reference.
The attached press release contains a financial measure that is not calculated in accordance
with generally accepted accounting principles in the United States (“
GAAP
”). A
reconciliation has been provided in the press release of GAAP earnings to non-GAAP earnings.
The Company believes this non-GAAP financial measure provides its stockholders with additional
information about its underlying results and trends as well as insight into managements’ view of
operating results.
Item 8.01 Other Events.
On July 28, 2008, the European Commission decided not to oppose the proposed merger
between the Company and Mars, Incorporated (the “
Proposed Transaction
”). The European
Commission has concluded that the Proposed Transaction would not significantly impede
effective competition in the European Economic Area or any substantial part of it.
On July 11, 2008, the Australian Competition and Consumer Commission notified the Company that
it does not propose to intervene in the Proposed Transaction and, on July 2, 2008, the Commission
of Competition in Canada issued the requested clearance for the Proposed Transaction. In addition,
the required waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, expired on June 20, 2008.
Additional Information and Where to Find It
In connection with the above-described transactions, the Company will file with the U.S.
Securities and Exchange Commission a definitive proxy statement. The proxy statement will be sent
to the Company’s stockholders, who are urged to read the proxy statement and other relevant
materials when they become available, because they will contain important information about the
above-described transactions. Wrigley investors and security holders may obtain free copies of
these documents (when they are available) and other documents filed with the SEC at its website at
www.sec.gov
. In addition, investors and security holders may obtain free copies of the
documents filed with the SEC by the Company by going to the Company’s Investors page on its
corporate website at
www.wrigley.com
or by directing a request to Wm. Wrigley Jr. Company,
410 North Michigan Avenue, Chicago, Illinois 60611 — Attention: Investor Relations.
The Company and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in connection with the above-described
transactions. Information about the Company and its directors and officers can be found in the
Company’s Proxy Statements and Annual Reports on Form 10-K filed with the SEC, as well as on the
Company’s Investors page on its corporate website at
www.wrigley.com
. Additional
information regarding the interests of those persons may be obtained by reading the proxy statement
when it becomes available.
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