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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K AMENDMENT NO. 1

|x | ANNUAL REPORT   PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       
|- | ---------------------------------------------------------------------------------------------
|  |                                                                                              
|  |                                                                                              
|o | TRANSITION   REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   
|  |                                                                                              
|  | For the fiscal year   ended December 31,   2004                Commission   file number 1-800

|WM. WRIGLEY JR. COMPANY                                         
|----------------------------------------------------------------
|(Exact name of registrant as specified in its charter)          
|                                                                
|Delaware                                                        
|(State or other jurisdiction of incorporation or   organization)
|                                                                
|410 North Michigan Avenue                                       
|Chicago, Illinois                                               
|(Address of principal executive offices)                        

Registrants telephone number, including Area Code:     (312) 644-2121

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class        |  | Name of each exchange on   which registered     
|-------------------------- |  | ------------------------------------------------
|                           |  |                                                 
|Common Stock, no par value |  | New York Stock Exchange Chicago Stock   Exchange

Securities registered pursuant to Section 12(g) of the Act:

|Title of each class                |  | 
|---------------------------------- |  | 
|                                   |  | 
|Class B Common Stock, no par value |  | 

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x    No  
o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x

Indicate by check mark whether the Registrant is an accelerated filer (as defined under Rule 12b-2 of the Securities Exchange Act of 1934). Yes
x    No  
o

As of June 30, 2004, there were outstanding 189,924,272 of Common Stock, no par value, and the aggregate market value of the Common Stock (based upon the closing price of the stock on the New York Stock Exchange on June 30, 2004) held by non-affiliates was approximately $8,470,349,916. As of June 30, 2004, there were outstanding 34,789,942 shares of Class B Common Stock, no par value. Class B Common Stock carries 10 votes per share, is not traded on the exchanges, is restricted as to transfer or other disposition, and is convertible into Common Stock on a share-for-share basis. Upon such conversion, the resulting shares of Common Stock are freely transferable and publicly traded. Assuming all shares of outstanding Class B Common Stock were converted into Common Stock, the aggregate market value of Common Stock held by non-affiliates on June 30, 2004 (based upon the closing price of the stock on the New
York Stock Exchange on such date) would have been approximately $9,081,977,060. Determination of stock ownership by non-affiliates was made solely for the purpose of this requirement, and the Registrant is not bound by these determinations for any other purpose.

As of January 14, 2005, there were outstanding 191,331,428 shares of Common Stock, no par value, and the aggregate market value of the Common Stock (based upon the closing price of the stock on the New York Stock Exchange on January 14, 2005) held by non-affiliates was approximately $ 9,675,666,810. As of January 14, 2005, there were outstanding 33,483,014 shares of Class B Common Stock, no par value. Class B Common Stock carries ten votes, is not traded on the exchanges, is restricted as to transfer or other disposition, and is convertible into Common Stock on a share-for-share basis. Upon such conversion, the resulting shares of Common Stock are freely transferable and publicly traded. Assuming all shares of outstanding Class B Common Stock were converted into Common Stock, the aggregate market value of Common Stock held by non-affiliates on January 14, 2005 (based upon the closing price of the stock
on the New York Stock Exchange on such date) would have been approximately $ 10,274,751,274. Determination of stock ownership by non-affiliates was made solely for the purpose of this requirement, and the Registrant is not bound by these determinations for any other purpose.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrants Notice of Annual Meeting and Proxy Statement, dated February 8, 2005, for the March 8, 2005 Annual Meeting of Stockholders (the Companys Proxy Statement), and Annual Report to Stockholders for the fiscal year ended December 31, 2004 (the Companys 2004 Annual Report), are incorporated by reference into portions of Parts I, II, III and IV of this Report.

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PART IV

Item 15.  Exhibits, Financial Statement Schedules

We are amending the Index to Exhibits of the Companys Annual Report on Form 10-K dated February 11, 2005, for the fiscal year ended December 31, 2004 (the Original Form 10-K), by inserting a reference, as Exhibit 10(m), to the Asset Purchase Agreement, dated November 14, 2004, between the Company and Kraft Foods Global, Inc. that was filed as Exhibit 99.1 to the Companys Form 8-K dated November 18, 2004, which reference was inadvertently omitted from the Index to Exhibits of the Original Form 10-K.  The exhibits listed in the accompanying amended Index to Exhibits, on page 6 hereof, are filed as part of this Form 10-K/A or are incorporated by reference herein as indicated thereon.

No revisions have been made to the Companys financial statements for the 2004 fiscal year ended December 31, 2004 or to any disclosures contained in the Original Form 10-K, including disclosures under Item 9A.  The filing of this Form 10-K/A shall not be deemed an admission that the Original Form 10-K, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K/A Report to be signed on its behalf by the undersigned, thereunto duly authorized.

|Date:  February   25, 2005 | WM. WRIGLEY JR. COMPANY
|-------------------------- | -----------------------
|                           | (Registrant)           
|                           |                        
|                           | By:                    
|                           |                        
|                           |                        
|                           |                        

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report on Form 10-K/A has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|Signature                  |  | Title                           | 
|-------------------------- |  | ------------------------------- | 
|                           |  |                                 | 
|/s/ WILLIAM WRIGLEY,   JR. |  | Chairman of   the Board,        | 
|                           |  | President   and Chief Executive | 
|William Wrigley, Jr.       |  | Officer                         | 
|                           |  |                                 | 
|/s/ RONALD V. WATERS       |  | Chief   Operating Officer       | 
|                           |  |                                 | 
|Ronald V. Waters           |  |                                 | 
|                           |  |                                 | 
|/s/ REUBEN GAMORAN         |  | Vice   President and Chief      | 
|                           |  | Financial   Officer             | 
|Reuben Gamoran             |  |                                 | 
|                           |  |                                 | 
|/s/ DUANE PORTWOOD         |  | Controller                      | 
|                           |  |                                 | 
|Duane Portwood             |  |                                 | 
|                           |  |                                 | 
|*                          |  | Director                        | 
|                           |  |                                 | 
|John F. Bard               |  |                                 | 
|                           |  |                                 | 
|*                          |  | Director                        | 
|                           |  |                                 | 
|Howard B. Bernick          |  |                                 | 
|                           |  |                                 | 
|*                          |  | Director                        | 
|                           |  |                                 | 
|Thomas A. Knowlton         |  |                                 | 
|                           |  |                                 | 
|*                          |  | Director                        | 
|                           |  |                                 | 
|Penny Pritzker             |  |                                 | 

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|*                  |  | Director |                              
|------------------ |  | -------- | -----------------------------
|                   |  |          |                              
|Melinda R. Rich    |  |          |                              
|                   |  |          |                              
|*                  |  | Director | *By:  /s/HOWARD MALOVANY     
|                   |  |          |                              
|Steven B. Sample   |  |          | Howard Malovany              
|                   |  |          | Vice President, Secretary and
|*                  |  | Director | General Counsel              
|                   |  |          |                              
|Alex Shumate       |  |          | Date:  February   25, 2005   
|                   |  |          |                              
|*                  |  | Director |                              
|                   |  |          |                              
|Richard K. Smucker |  |          |                              

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WM. WRIGLEY JR. COMPANY AND WHOLLY OWNED ASSOCIATED COMPANIES

INDEX TO EXHIBITS (Item 15 (a))

|Exhibit   Number | Description   of Exhibit                                                                                                                                                                                                                                                                               
|---------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                                                                                                                                                                                                        
|                 | Proxy   Statement of the Registrant, dated February 8, 2005, for the March 8, 2005   Annual Meeting of Stockholders, is hereby incorporated by reference.                                                                                                                                              
|                 |                                                                                                                                                                                                                                                                                                        
|3.               | Articles of   Incorporation and By-laws.                                                                                                                                                                                                                                                               
|                 |                                                                                                                                                                                                                                                                                                        
|(i).             | Certificate   of Incorporation of the Registrant. The Registrants Amended and Restated   Certificate of Incorporation, effective from March 5, 2002 is incorporated by   reference to Exhibit 3(i) of the Companys Quarterly Report on Form 10-Q   filed for the fiscal quarter ended March 31, 2002.
|                 |                                                                                                                                                                                                                                                                                                        
|(ii).            | By-laws of   the Registrant.  The Registrants Amended and Restated By-laws   effective March 5, 2002 is incorporated by reference to Exhibit 3(ii) of the   Companys Quarterly Report on Form 10-Q filed for the fiscal quarter ended   March 31, 2002.                                              
|                 |                                                                                                                                                                                                                                                                                                        
|4.               | Instruments   defining the rights of security holders.  The Stockholder Rights   Plan is incorporated by reference to Exhibit 4.1 of the Companys Report on   Form 8-K filed June 5, 2001.                                                                                                            
|                 |                                                                                                                                                                                                                                                                                                        
|10.              | Material   Contracts                                                                                                                                                                                                                                                                                   
|                 |                                                                                                                                                                                                                                                                                                        
|10(a).           | Non-Employee   Directors Death Benefit Plan.  Incorporated by reference to the   Companys Form 10-K filed for the fiscal year ended December 31, 1994.                                                                                                                                               
|                 |                                                                                                                                                                                                                                                                                                        
|10(b).           | Senior   Executive Insurance Plan.  Incorporated by reference to the   Companys Form 10-K filed for the fiscal year ended December 31, 1995.                                                                                                                                                          
|                 |                                                                                                                                                                                                                                                                                                        
|10(c).           | Supplemental   Retirement Plan.  Incorporated by reference to the Companys Form   10-K filed for the fiscal year ended December 31, 1995.                                                                                                                                                             
|                 |                                                                                                                                                                                                                                                                                                        
|10(d).           | Wm. Wrigley   Jr. Company 1997 Management Incentive Plan.  The Registrants   Amended Management Incentive Plan, effective as of March 9, 2004 (MIP), is   incorporated by reference to the Companys Quarterly Report on Form 10-Q for   the fiscal quarter endedMarch 31, 2004.                    
|                 |                                                                                                                                                                                                                                                                                                        
|10(e).           | Deferred   Compensation Program for Non-Employee Directors under the MIP is attached   hereto as Exhibit 10(e).                                                                                                                                                                                        
|                 |                                                                                                                                                                                                                                                                                                        
|10(f).           | Stock   Deferral Program For Non-Employee Directors under the MIP is attached hereto   as Exhibit 10(f).                                                                                                                                                                                               
|                 |                                                                                                                                                                                                                                                                                                        
|10(g).           | Stock Award   Program under the MIP is attached hereto as Exhibit 10(g).                                                                                                                                                                                                                               
|                 |                                                                                                                                                                                                                                                                                                        
|10(h).           | Stock Option   Program under the MIP is attached hereto as Exhibit 10(h).                                                                                                                                                                                                                              
|                 |                                                                                                                                                                                                                                                                                                        
|10(i).           | Executive   Incentive Compensation Program under the MIP is attached hereto as Exhibit   10(i).                                                                                                                                                                                                        

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|10(j)  | Executive   Incentive Compensation Deferral Program under the MIP is attached hereto as   Exhibit 10(j)                                                                                                                
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                        
|10(k)  | Long-term   Stock Grant Program under the MIP is incorporated by reference to Exhibit 99   of the Companys Form 8-K filed on January 31, 2005.                                                                        
|       |                                                                                                                                                                                                                        
|10(l). | Forms of   Change-in-Control Severance Agreement.  Incorporated by reference   to Exhibits 10(h) and 10(i) to the Companys Quarterly Report on Form 10-Q   for the quarter ended September 30, 2001.                  
|       |                                                                                                                                                                                                                        
|10(m)  | Asset   Purchase Agreement dated November 14, 2004, between Kraft Foods Global, Inc.   and Wm. Wrigley Jr. Company is incorporated by reference to Exhibit 99.1 of   the Companys Form 8-K filed on November 18, 2004.
|       |                                                                                                                                                                                                                        
|13.    | 2004 Annual   Report to Stockholders of the Registrant is attached hereto as Exhibit 13.                                                                                                                               
|       |                                                                                                                                                                                                                        
|14.    | Code of   Ethics  Code of Business Conduct is incorporated by reference to Exhibit 14   of the Companys Annual Report on Form 10-K dated February 9, 2004.                                                           
|       |                                                                                                                                                                                                                        
|21.    | List of   Subsidiaries of the Registrant is attached hereto as Exhibit 21.                                                                                                                                             
|       |                                                                                                                                                                                                                        
|23.    | Consent of   Independent Registered Public Accounting Firm.  (See page 19)                                                                                                                                             
|       |                                                                                                                                                                                                                        
|24.    | Power of   Attorney of each independent director signed on varying dates in January 2005   are attached hereto as Exhibit 24.                                                                                          
|       |                                                                                                                                                                                                                        
|31.    | Rule   13a-14(a)/15d-14(a) Certification of:                                                                                                                                                                           
|       |                                                                                                                                                                                                                        
|       | (i)                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                        
|       | (ii)                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                        
|       | Attached   hereto as Exhibits 31(i) and (ii) respectively.                                                                                                                                                             
|       |                                                                                                                                                                                                                        
|32.    | Section 1350   Certifications of:                                                                                                                                                                                      
|       |                                                                                                                                                                                                                        
|       | (i)                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                        
|       | (ii)                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                        
|       | Attached   hereto as Exhibits 32(i) and (ii) respectively                                                                                                                                                              
|       |                                                                                                                                                                                                                        
|99.    | (i)   Forward-Looking Statements.                                                                                                                                                                                      

Copies of Exhibits are not attached hereto, but the Registrant will furnish them upon request and upon payment to the Registrant of a fee in the amount of $20.00 representing reproduction and handling costs.

7