Wrigley WM JR Co - Amended Securities Registration (section 12(b)) (8-A12B/A)
13 Maggio 2008 - 10:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
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FORM
8-A/A
(Amendment
No. 1)
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT
TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF
1934
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(Exact
name of registrant as specified in its charter)
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(State
of incorporation or organization)
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(I.R.S.
Employer
Identification
no.)
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410
North Michigan Avenue
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act: None.
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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
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Purchase
Rights
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New
York Stock Exchange
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If
this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
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If
this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.
[ ]
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Securities
Act registration statement file number to which this form relates:
N/A
Securities
to be registered pursuant to Section 12(g) of the Act: None
Item
1. Description of Registrant’s Securities to be
Registered.
Reference
is hereby made to the Registration Statement filed with the Securities Exchange
Commission on Form 8-A on June 5, 2001 (the "Form 8-A"), by Wm. Wrigley Jr.
Company (the “Company”) relating to the rights distributed to the stockholders
of the Company (the "Rights") in connection with the Rights Agreement by and
between the Company and ComputerShare Trust Company N.A. (as successor to
EquiServe, L.P.), as Rights Agent, dated June 1, 2001 (the “Rights
Agreement”). The Form 8-A is incorporated herein by
reference. Capitalized terms used but not defined herein shall have
the meaning assigned thereto in the Rights Agreement.
On
April 28, 2008, the Company entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with Mars, Incorporated (“Parent”), New Uno Holdings
Corporation (“Holdings”) and New Uno Acquisition Corporation (“Merger Sub”),
providing for, among other things, the merger of Merger Sub with and into the
Company (“the Merger”) upon the terms and subject to the conditions set forth in
the Merger Agreement.
In
connection with the Merger Agreement, the Company entered into an Amendment to
Rights Agreement, dated as of April 27, 2008 (the “Amendment”), amending certain
provisions of the Rights Agreement to render the Rights Agreement inapplicable
to the Merger, the Merger Agreement and the transactions contemplated
thereby.
The
Amendment, among other things, provided that (i) neither Parent, Holdings,
Merger Sub nor any of their existing or future affiliates or associates will
become an Acquiring Person, (ii) none of a Stock Acquisition Date, a
Distribution Date, an event of the type described in Section 11(a)(ii) of the
Rights Agreement or an event of the type described in Section 12 of the Rights
Agreement shall occur, and (iii) the Rights will not separate from the shares of
common stock, in each case, solely by reason of the approval or execution of the
Merger Agreement or the announcement or consummation of the Merger, the Merger
Agreement or the transactions contemplated thereby.
The
Amendment also provides that the Rights Agreement shall expire immediately prior
to the Effective Time (as defined in the Merger Agreement), if the Rights
Agreement has not otherwise terminated. If the Merger Agreement is terminated,
the changes to the Rights Agreement pursuant to the Amendment will be of no
further force and effect.
The
Rights Agreement and the Amendment are filed as exhibits hereto and are
incorporated herein by reference. The foregoing description of the
Rights Agreement and the Amendment does not purport to be complete and is
qualified in its entirety by reference to such exhibits.
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Exhibit
No.
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Description
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4.1
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Rights
Agreement by and between Wm. Wrigley Jr. Company and ComputerShare Trust
Company N.A. (as successor to EquiServe, L.P.), as Rights Agent, dated
June 1, 2001 (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed by Wm. Wrigley Jr. Company on June 5,
2001)
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4.2
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Amendment
to Rights Agreement, dated as of April 27, 2008, between Wm. Wrigley Jr.
Company and ComputerShare Trust Company N.A. (as successor to EquiServe,
L.P.), as Rights Agent (incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K filed by Wm. Wrigley Jr. Company on
April 30, 2008)
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Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
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WM.
WRIGLEY JR. COMPANY
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By:
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/s/
Howard Malovany
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Name:
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Howard
Malovany
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Title:
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Senior
Vice President, Secretary, General
Counsel
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Dated:
May 13, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.1
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Rights
Agreement by and between Wm. Wrigley Jr. Company and ComputerShare Trust
Company N.A. (as successor to EquiServe, L.P.), as Rights Agent, dated
June 1, 2001 (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed by Wm. Wrigley Jr. Company on June 5,
2001)
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4.2
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Amendment
to Rights Agreement, dated as of April 27, 2008, between Wm. Wrigley Jr.
Company and ComputerShare Trust Company N.A. (as successor to EquiServe,
L.P.), as Rights Agent (incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K filed by Wm. Wrigley Jr. Company on
April 30, 2008)
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Grafico Azioni Wrigley WM JR (NYSE:WWY)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Wrigley WM JR (NYSE:WWY)
Storico
Da Lug 2023 a Lug 2024
