-----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, EYLllEoOmlRM9KX+L9vCw85KAWVeMvuzN8+eEpW4RHSgYmU4RgclyLwz5HEmcrjc mRRBrrRWybOvfkdTWrUfaQ== 0001179110-06-012437.txt : 20060602 0001179110-06-012437.hdr.sgml : 20060602 20060602091001 ACCESSION NUMBER: 0001179110-06-012437 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060531 FILED AS OF DATE: 20060602 DATE AS OF CHANGE: 20060602 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: 06881623 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 2006-05-31 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 Common Stock 2006-05-31 4 G 0 34554 D 310988 I Jandernoa Investment Group LLC Common Stock 2006-05-31 4 S 0 310988 D 0 I Jandernoa Investment Group LLC Variable Prepaid Stock Purchase Agmt (Right & Oblig to sell) 2006-05-31 4 G 0 0 D Common Stock 0 I Jandernoa Investment Group LLC Variable Prepaid Stock Purchase Agmt (Right & Oblig to Sell) 2006-05-31 4 S 0 0 D Common Stock 0 I Jandernoa Investment Group LLC Jandernoa Investment Group LLC, of which the Michael J. Jandernoa Trust and the Susan M. Jandernoa Trust were members. See ex99 filed with this Form 4, Note 5. See ex99 filed with this Form 4, Note 6. Michael J. Jandernoa 2006-06-01 EX-99.TXT 2 ex99.txt FORM 4 ATTACHMENT. Attachment to Form 4 Note 5) 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 ?Variable Prepaid Agreement?), relating to one or more Tranches, for a total of up to 345,542 shares of Perrigo Company common stock. The Variable Prepaid Agreement constitutes a sales plan under Rule 10b5-1(c). The Variable Prepaid Agreement provides that JIG LLC will deliver on June 19, 2009 (the ?Maturity Date?) in settlement of each Tranche, an aggregate number of shares of Perrigo Company 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. 1, which consists of a Base Amount of 345,542 shares: (a) If the Settlement Price for Tranche No. 1 is less than $19.7383 (?Upside Limit?) but greater than $15.1833 (?Hedged Value?), the Settlement Ratio for Tranche No. 1 will be equal to the Hedged Value divided by the Settlement Price for Tranche No. 1; (b) If the Settlement Price for Tranche No. 1 is equal to or greater than the Upside Limit, the Settlement Ratio for Tranche No. 1 will be equal to the sum of the Hedged Value divided by the Settlement Price for Tranche No. 1 and a fraction, the numerator of which is equal to the difference between the Settlement Price for Tranche No. 1 and the Upside Limit, and the denominator of which is equal to the Settlement Price for Tranche No. 1; and (c) If the Settlement Price for Tranche No. 1 is equal to or less than the Hedged Value, the Settlement Ratio for Tranche No. 1 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 Variable Prepaid Agreement provides that the JIG LLC will receive $4,256,680.93 for Tranche No. 1. Note 6) Immediately prior to the reported May 31, 2006 transactions, each of the Michael J. Jandernoa Trust and the Susan M. Jandernoa Trust held a voting interest equal to 1% of JIG LLC?s total membership interests and a non-voting interest equal to 47.5% of JIG LLC?s total membership interests. On May 31, 2006, each of the Michael J. Jandernoa Trust and the Susan M. Jandernoa Trust transferred as a bona fide gift to a trust, in which neither the reporting person nor any member of his immediate family sharing his household has any pecuniary interest (the ?Non- Affiliate Trust?), a voting interest equal to 1% of JIG LLC?s total membership interests and a non-voting interest equal to 3.85% of JIG LLC?s total membership interests. Subsequently, also on May 31, 2006, each of the Michael J. Jandernoa Trust and the Susan M. Jandernoa Trust, in a private transaction, sold all of its respective remaining membership interest in JIG to the Non-Affiliate Trust. Each of the Michael J. Jandernoa Trust and the Susan M. Jandernoa Trust received proceeds of $1,642,300, paid in the form of a promissory note, for the trust?s respective interest in JIG LLC. JIG LLC continues to own the 345,542 shares of Perrigo Company common stock, subject to the Variable Prepaid Agreement, as of the date of this report, but the reporting person no longer has any pecuniary interest in these shares or in the Variable Prepaid Agreement. -----END PRIVACY-ENHANCED MESSAGE-----