-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HqFhLhnsuiVF+0G8Nq1QS9V2RNChNp4qv5iuxYtuEojMEHczmWdfirJVIyEb/TI9 meBH3KmgCGagdCtrDvtIgw== 0001179110-06-011216.txt : 20060517 0001179110-06-011216.hdr.sgml : 20060517 20060517165119 ACCESSION NUMBER: 0001179110-06-011216 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060515 FILED AS OF DATE: 20060517 DATE AS OF CHANGE: 20060517 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO CO CENTRAL INDEX KEY: 0000820096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382799573 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 6166738451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JANDERNOA MICHAEL J CENTRAL INDEX KEY: 0001024511 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19725 FILM NUMBER: 06849638 BUSINESS ADDRESS: STREET 1: C/O PERRIGO CO STREET 2: 333 BRIDGE ST. N.W. #800 CITY: GRAND RAPIDS STATE: MI ZIP: 49504 BUSINESS PHONE: 6167321771 MAIL ADDRESS: STREET 1: C/O PERRIGO CO STREET 2: 333 BRIDGE STREET NW, SUITE 800 CITY: GRAND RAPIDS STATE: MI ZIP: 49504 4 1 edgar.xml FORM 4 - X0202 4 2006-05-15 0 0000820096 PERRIGO CO PRGO 0001024511 JANDERNOA MICHAEL J BRIDGEWATER PLACE 333 BRIDGE STREET NW SUITE 800 GRAND RAPIDS MI 49504 1 0 0 0 Variable Prepaid Stock Purch Agmt (Right & Oblig to Sell) 0 2006-05-15 4 J 0 0 A Common Stock 0 I Jandernoa Investment Group LLC See Exhibit 99 filed with this Form 4 for explanation. Jandernoa Investment Group LLC, of which the Michael J. Jandernoa Trust and the Susan M. Jandernoa Trust are members. Michael J. Jandernoa 2006-05-17 EX-99.TXT 2 ex99.txt ATTACHMENT FOR FORM 4 Attachment to Form 4 ? Michael J. Jandernoa On May 15, 2006, the Jandernoa Investment Group, LLC (?JIG LLC?), of which Mr. Jandernoa is a member and the sole manager, entered into a Variable Prepaid Stock Purchase Agreement (the ?Agreement?), relating to one or more Tranches, for a total of up to 345,542 shares of Perrigo Company common stock. The Agreement constitutes a sales plan under Rule 10b5-1(c). The Agreement provides that JIG LLC will deliver on ____________* (the ?Maturity Date?) in settlement of each Tranche, an aggregate number of shares of common stock (or, at the option of JIG LLC, the cash equivalent of such shares) equal to the product of (i) the Base Amount of each Tranche and (ii) the Settlement Ratio of each Tranche, which will be determined as follows for Tranche No. __*, which consists of a Base Amount of _________* shares: (a) If the Settlement Price for Tranche No. __* is less than $_________* (?Upside Limit?) but greater than $________* (?Hedged Value?), the Settlement Ratio for Tranche No. __* will be equal to the Hedged Value divided by the Settlement Price for Tranche No. __*; (b) If the Settlement Price for Tranche No. __* is equal to or greater than the Upside Limit, the Settlement Ratio for Tranche No. __* will be equal to the sum of the Hedged Value divided by the Settlement Price for Tranche No. __* and a fraction, the numerator of which is equal to the difference between the Settlement Price for Tranche No. __* and the Upside Limit, and the denominator of which is equal to the Settlement Price for Tranche No. __*; and (c) If the Settlement Price for Tranche No. __* is equal to or less than the Hedged Value, the Settlement Ratio for Tranche No. __* will be one. The Settlement Price is the amount obtained by dividing the Hedged Value by a fraction, the numerator of which is equal to the sum of the fractions obtained by dividing the Hedged Value by the relevant closing price of Perrigo common stock on each of the fifteen trading days preceding and including the Maturity Date, and the denominator of which is equal to fifteen. In consideration for the sale of these shares of common stock, the Agreement provides that the Michael J. Jandernoa Trust will receive $__________* for Tranche No. __*. * The number of tranches and the Maturity Date, Base Amount, Upside Limit, Hedged Value and consideration paid for each tranche have not yet been determined and will be supplied by amendment to this Form 4. -----END PRIVACY-ENHANCED MESSAGE-----