Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies: Common Stock, no par value, and Class B Common Stock, no par value, of Wm. Wrigley Jr. Company

Aggregate number of securities to which transaction applies: 216,392,028 outstanding shares of Common Stock less the 991,800 shares of Common Stock which are expected to be canceled in the merger without payment, 55,575,546 outstanding shares of Class B Common Stock, 14,271,624 shares of Common Stock underlying outstanding options to purchase Common Stock and 1,717,479 shares of Common Stock in connection with outstanding stock units issued pursuant to the Company stock plans.

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): The filing fee was computed pursuant to Exchange Act Rule 0-11(c) and is equal to $39.30 per million dollars of the aggregate merger consideration of $22,239,470,189. The aggregate merger consideration is calculated as the sum of (a) the product of 215,400,228 shares of Common Stock and the merger consideration of $80.00 per share, plus (b) the product of 55,575,546 shares of Class B Common Stock and the merger consideration of $80.00 per share, plus (c) the product of 14,271,624 options to purchase shares of Common Stock that have an exercise price of less than $80.00 and $29.71, which is the deference between the merger consideration of $80.00 and the weighted average exercise price per share of the merger consideration of $80.00 in cash per share of Common Stock, as specified in the Merger Agreement, plus (d) the product of 1,717,479 shares of Common Stock in connection with outstanding stock units issued pursuant to the Company stock plans.

Proposed maximum aggregate value of transaction: $22,239,470,189

Total fee paid: $874,012

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

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Our board of directors is furnishing this proxy statement in connection with the solicitation of proxies to be voted at a special meeting of stockholders or at any adjournments or postponements of the special meeting.

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You are being asked to vote to adopt a merger agreement that provides for the acquisition of Wrigley by Holdings. The proposed acquisition would be accomplished through a merger of Merger Sub with and into Wrigley. As a result of the merger, Wrigley will become a subsidiary of Holdings and Wrigley Common Stock will cease to be listed on The New York Stock Exchange, will not be publicly traded and will be deregistered under the Securities Exchange Act of 1934, as amended (which we refer to in this proxy statement as the “Exchange Act”).

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As a result of the merger, holders of our Common Stock and Class B Common Stock will be entitled to receive $80.00 in cash, without interest and less any applicable withholding tax, for each share of Common Stock or Class B Common Stock they own at the effective time of the merger. For example, if you own 100 shares of Wrigley Common Stock or Class B Common Stock at the effective time of the merger, you will be entitled to receive $8,000 in cash, less any applicable withholding tax, in exchange for your 100 shares.

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We urge you to read this proxy statement carefully and then mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible, or submit your proxy via the Internet or telephone, so that your shares can be voted at the special meeting of stockholders.

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Our board of directors unanimously recommends that you vote “FOR” adoption of the merger agreement and “FOR” adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of

adopting the merger agreement at the time of the special meeting. At a meeting held on April 27, 2008, Wrigley’s board of directors unanimously approved the merger agreement and determined that the merger agreement and the merger are advisable and in the best interests of Wrigley and its stockholders.

Q:

What vote is required to adopt the merger agreement and approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting?

A:

Adoption of the merger agreement requires the affirmative vote of the holders of two-thirds of the outstanding shares of our Common Stock and two-thirds of the outstanding shares of our Class B Common Stock, each voting as a separate class. Approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting requires the affirmative vote of the holders of a majority of the total number of votes entitled to be cast in respect of the shares of our Common Stock and Class B Common Stock, present in person or represented at the special meeting, voting as a single class.

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The special meeting will be held on                 , 2008 at         , Chicago time, at                 .

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Only stockholders of record as of the close of business on             , 2008, or the “record date,” are entitled to receive notice of the special meeting and to vote at the special meeting the shares of Common Stock or Class B Common Stock that they held on the record date, or at any adjournments or postponements of the special meeting.

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Yes. All stockholders as of the record date may attend the special meeting and vote in person. Only persons with an admission ticket, evidence of stock ownership or who are guests of the Company may attend and be admitted to the special meeting. Photo identification will be required (a valid driver’s license or passport is preferred).

If your shares are registered in your name, you must bring the admission ticket attached to your proxy card. If you would like to pre-register for the meeting, please contact the Company’s Stockholder Relations Department at (800) 874-0474 and request an admission ticket.

If your shares are registered in the name of a broker, trust, bank or other nominee, you need to bring a proxy or a letter from that broker, trust, bank or other nominee or your most recent brokerage account statement that confirms that you are the beneficial owner of those shares.

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If your shares are registered in your name, you may vote your shares by completing, signing, dating and returning the enclosed proxy card or you may vote in person at the special meeting. Additionally, you may submit a proxy authorizing the voting of your shares over the Internet or telephonically. Proxies submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on                 , 2008. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy over the Internet or telephone. Based on your Internet or telephone proxy, the proxy holders will vote your shares according to your directions.

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If you do not return your proxy card, submit your proxy via the Internet or telephone or attend the special meeting and vote in person, it will have the same effect as if you voted “AGAINST” adoption of the merger agreement. Adoption of the merger agreement requires the affirmative vote of the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of Class B Common Stock, each voting as a separate class. Failure to vote will have no effect on the outcome of any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, assuming a quorum is otherwise present at the special meeting.

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Yes. You may revoke your proxy at any time before your proxy card is voted at the special meeting. You can do this in one of three ways.

First, you can deliver a written notice bearing a date later than the proxy you previously delivered stating that you would like to revoke your proxy.

Second, you can complete, execute and deliver a new, later-dated proxy card for the same shares. If you submitted the proxy you are seeking to revoke via the Internet or telephone, you may submit this later-dated new proxy using the same method of transmission (Internet or telephone) as the proxy being revoked, provided the new proxy is received by 11:59 p.m., Eastern Time, on                 , 2008.

Third, you can attend the meeting and vote in person. Your attendance at the special meeting alone will not revoke your proxy.

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Participants in the Wrigley Savings Plan who have shares of our Common Stock and/or Class B Common Stock allocated to their account under the Wrigley Savings Plan are entitled to provide voting instructions with respect to those shares that are allocated to their account. The trustee of the Wrigley Savings Plan will vote the shares of our Common Stock and/or Class B Common Stock allocated to a participant’s account in accordance with the participant’s instructions that are timely received.

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No. Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares following the procedure provided by your broker. Without instructions, your shares will not be voted, which will have the same effect as if you voted against adoption of the merger agreement but will have no effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

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Please complete, sign, date and return (or submit your proxy via the Internet or telephone for) each proxy card and voting instruction card that you receive. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

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The record date for the special meeting is earlier than the date of the special meeting and the date the merger is expected to be completed. If you sell or otherwise transfer your shares of Wrigley Common Stock or Class B Common Stock after the record date but before the special meeting, you will retain your right to vote at the special meeting, but you will transfer the right to receive the merger consideration. Even if you sell or otherwise transfer your shares of Wrigley Common Stock or Class B Common Stock after the record date, we urge you to complete, sign, date and return the enclosed proxy or submit your proxy via the Internet or telephone.

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Representatives from Computershare Trust Company, N.A., our transfer agent, will count the votes and serve as our inspectors of election. The inspectors of election will be present at the meeting.

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The receipt of cash in exchange for your shares of Wrigley Common Stock or Class B Common Stock pursuant to the merger will be a taxable transaction for U.S. federal income tax

purposes, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a U.S. stockholder will recognize gain or loss equal to the difference between the amount of cash received by that stockholder in the merger and that stockholder’s adjusted tax basis in the shares of Wrigley Common Stock or Class B Common Stock exchanged for cash in the merger. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the particular tax effects to you. See “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 56.

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We are working toward completing the merger as quickly as possible and currently expect to consummate the merger later this year or in the first quarter of 2009. However, the exact timing and likelihood of completion of the merger cannot be predicted because the merger is subject to certain conditions, including adoption of the merger agreement by our stockholders, the receipt of regulatory approvals and conclusion of a thirty day marketing period that Holdings may use to complete its financing for the merger (for a description of the marketing period, see “The Merger Agreement—Effective Time; The Marketing Period” beginning on page 60).

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