WRIGLEY WM JR CO 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2008
WM. WRIGLEY JR. COMPANY
(Exact name of registrant as specified in its charter)
410 North Michigan Avenue, Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (312) 644-2121
(Former name or former address, if changed since last report)
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:
On October 6, 2008, the merger (the Merger) of New Uno Acquisition Corporation (Merger Sub), a subsidiary of New Uno Holdings Corporation (Holdings), with and into Wm. Wrigley Jr. Company (the Company), was consummated in accordance with the Agreement and Plan of Merger, dated April 28, 2008, among the Company, Mars, Incorporated, Holdings and Merger Sub (the Merger Agreement). In connection with the closing of the Merger, the Company notified The New York Stock Exchange (the NYSE) and the Chicago Stock Exchange of its intent to remove its Common Stock from listing and requested that the NYSE and the Chicago Stock Exchange each file a delisting application with the Securities and Exchange Commission to delist its Common Stock.
On October 6, 2008, pursuant to the terms of the Merger Agreement, each outstanding share of the Companys Common Stock and Class B Common Stock (other than shares held in the Companys treasury or owned by Holdings or Merger Sub or any wholly owned subsidiary of the Company, as well as shares held by stockholders who properly demanded statutory appraisal rights) was converted into the right to receive $80.00 in cash, without interest and less any applicable withholding tax.
Upon the closing of the Merger on October 6, 2008, a change in control of the Company occurred. Pursuant to the terms of the Merger Agreement, each outstanding share of the Companys Common Stock and Class B Common Stock (other than shares held in the Companys treasury or owned by Holdings or Merger Sub or any wholly owned subsidiary of the Company, as well as shares held by stockholders who properly demanded statutory appraisal rights) was converted into the right to receive $80.00 in cash, without interest and less any applicable withholding tax, and Merger Sub was merged with and into the Company. With the closing of the Merger, the Company became a subsidiary of Holdings. The total amount of funds necessary to complete the Merger and the related transactions was approximately $23 billion. The source of funds for the Merger included equity contributions from Mars, Incorporated and Berkshire Hathaway Inc. and borrowings by Merger Sub under subordinated notes from Berkshire Hathaway Inc. and certain of its subsidiaries and borrowings by Merger Sub under a senior credit facility with Goldman Sachs Credit Partners L.P., as administrative agent, and certain other lenders.
Pursuant to the Merger Agreement, at the effective time of the Merger, all the members of the Companys board of directors resigned and were replaced by the directors of Merger Sub at the effective time of the Merger.
On October 6, 2008, the Company filed a press release announcing the completion of the Merger. A copy of the press release is attached hereto as exhibit 99.1 and is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 8, 2008