-----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, Km5iX3nzct04c49dVUDoZWRG6AdaNa7tu02eVtUKj91hf4T0CsPklNQzFOE10H9I bAtbYOmKRJ++mQ12jMiH9A== 0001179110-07-010528.txt : 20070518 0001179110-07-010528.hdr.sgml : 20070518 20070518125218 ACCESSION NUMBER: 0001179110-07-010528 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070514 FILED AS OF DATE: 20070518 DATE AS OF CHANGE: 20070518 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19725 FILM NUMBER: 07863882 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/A 1 edgar.xml FORM 4/A - X0202 4/A 2007-05-14 2007-05-16 0 0000820096 PERRIGO CO PRGO 0001024511 JANDERNOA MICHAEL J BRIDGEWATER PLACE 333 BRIDGE STREET NW GRAND RAPIDS MI 49504 1 0 0 0 Common Stock 5577 D Common Stock 2006-11-21 5 G 0 E 6694 0 D 5001208 I See Footnote Common Stock 2006-11-22 5 G 0 E 14241 0 D 4986967 I See Footnote Common Stock 2006-11-27 5 G 0 E 2930 0 D 4984037 I See Footnote Common Stock 2006-11-28 5 G 0 E 3994 0 D 4980043 I See Footnote Common Stock 2006-11-30 5 G 0 E 5463 0 D 4974580 I See Footnote Common Stock 2006-12-01 5 G 0 E 1218 0 D 4835102 I See Footnote Common Stock 2006-12-04 5 G 0 E 1003 0 D 4834099 I See Footnote Common Stock 2007-04-09 5 G 0 E 276 0 D 4833823 I See Footnote Common Stock 2007-04-10 5 G 0 E 1239 0 D 4832584 I See Footnote Common Stock 2007-04-11 5 G 0 E 6730 0 D 4825854 I See Footnote Common Stock 2007-04-12 5 G 0 E 2144 0 D 4823710 I See Footnote Common Stock 2007-04-13 5 G 0 E 5498 0 D 4818212 I See Footnote Common Stock 93419 I See Footnote Common Stock 175000 I See Footnote Common Stock 175000 I See Footnote Variable Prepaid Stock Purchase Agreement 2007-05-14 4 J 0 0 A Common Stock 0 0 I See Footnote Variable Prepaid Stock Purchase Agreement 2007-05-14 4 J 0 0 A Common Stock 0 0 I See Footnote Michael J. Jandernoa Trust of which the reporting person is the Trustee. Susan M. Jandernoa Trust of which Mrs. Jandernoa is the trustee. JSIG, LLC of which the reporting person and his spouse are the sole members. The JSIG Charitable Remainder Trust of which JSIG, LLC is the settlor and income beneficiary. See attached pages 3 and 4. See attached page 5 Michael J. Jandernoa 2007-05-18 EX-99 2 ex99.txt Attachment to Form 4 Note (8) On May 14, 2007, the Michael J. Jandernoa Trust (the ?MJJ Trust?), of which Mr. Jandernoa is Trustee, entered into a Variable Prepaid Stock Purchase Agreement (the ?Variable Prepaid Agreement?). The Variable Prepaid Agreement relates to one or more tranches, for a total of up to 770,000 shares of Perrigo Company common stock. On May 16, 2007, the pricing under the Variable Prepaid Agreement was finalized and the shares were divided into two tranches of 385,000 shares each, with the first tranche having a Maturity Date of May 18, 2009 (?Tranche No. 1?) and the other having a Maturity Date of November 16, 2009 (?Tranche No. 2?). The Variable Prepaid Agreement constitutes a sales plan under Rule 10b5-1(c). The Variable Prepaid Agreement provides that the MJJ Trust will deliver on the respective Maturity Date in settlement of each Tranche, an aggregate number of shares of Perrigo Company common stock (or, at the option of the MJJ Trust, the cash equivalent of such shares) equal to the product of (i) the Base Amount of 385,000 shares for each Tranche and (ii) the Settlement Ratio of each Tranche. The Settlement Ratio will be determined as follows for Tranche No. 1: (a) If the Settlement Price for Tranche No. 1 is less than $23.4052 (?Tranche No. 1 Upside Limit?) but greater than $18.6910 (?Tranche No. 1 Hedged Value?), the Settlement Ratio for Tranche No. 1 will be equal to the Tranche No. 1 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 Tranche No. 1 Upside Limit, the Settlement Ratio for Tranche No. 1 will be equal to the sum of the Tranche No. 1 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 Tranche No. 1 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 Tranche No. 1 Hedged Value, the Settlement Ratio for Tranche No. 1 will be one. The Settlement Price for Tranche No. 1 is the amount obtained by dividing the Tranche No. 1 Hedged Value by a fraction, the numerator of which is equal to the sum of the fractions obtained by dividing the Tranche No. 1 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 MJJ Trust will receive $6,317,465 for Tranche No. 1. The Settlement Ratio will be determined as follows for Tranche No. 2: (a) If the Settlement Price for Tranche No. 2 is less than $24.3804 (?Tranche No. 2 Upside Limit?) but greater than $19.5043 (?Tranche No. 2 Hedged Value?), the Settlement Ratio for Tranche No. 2 will be equal to the Tranche No. 2 Hedged Value divided by the Settlement Price for Tranche No. 2; (b) If the Settlement Price for Tranche No. 2 is equal to or greater than the Tranche No. 2 Upside Limit, the Settlement Ratio for Tranche No. 2 will be equal to the sum of the Tranche No. 2 Hedged Value divided by the Settlement Price for Tranche No. 2 and a fraction, the numerator of which is equal to the difference between the Settlement Price for Tranche No. 2 and the Tranche No. 2 Upside Limit, and the denominator of which is equal to the Settlement Price for Tranche No. 2; and (c) If the Settlement Price for Tranche No. 2 is equal to or less than the Tranche No. 2 Hedged Value, the Settlement Ratio for Tranche No. 2 will be one. The Settlement Price For Tranche No. 2 is the amount obtained by dividing the Tranche No. 2 Hedged Value by a fraction, the numerator of which is equal to the sum of the fractions obtained by dividing the Tranche No. 2 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 MJJ Trust will receive $6,317,465 for Tranche No. 2. Attachment to Form 4 Note (9) On May 14, 2007, JSIG, LLC (?JSIG LLC?), of which Mr. Jandernoa is a member and the sole manager, entered into a Variable Prepaid Stock Purchase Agreement (the ?JSIG Variable Prepaid Agreement?), relating to one or more Tranches, for a total of up to 175,000 shares of Perrigo Company common stock. On May 16, 2007, the pricing under the Variable Prepaid Agreement was finalized and the shares were placed in a single tranche. The JSIG Variable Prepaid Agreement constitutes a sales plan under Rule 10b5-1(c). The JSIG Variable Prepaid Agreement provides that JSIG LLC will deliver on November 16, 2009 (the ?Maturity Date?) in settlement of each Tranche, an aggregate number of shares of Perrigo Company common stock (or, at the option of JSIG 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 175,000 shares: (a) If the Settlement Price for Tranche No. 1 is less than $24.3804 (?JSIG Upside Limit?) but greater than $19.5043 (?JSIG Hedged Value?), the Settlement Ratio for Tranche No. 1 will be equal to the JSIG 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 JSIG 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 JSIG 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 JSIG Hedged Value, the Settlement Ratio for Tranche No. 1 will be one. The Settlement Price is the amount obtained by dividing the JSIG Hedged Value by a fraction, the numerator of which is equal to the sum of the fractions obtained by dividing the JSIG 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 JSIG LLC will receive $2,871,575 for Tranche No. 1. Immediately prior to the reported May 14, 2007 transactions, the Michael J. Jandernoa Trust held a voting interest equal to 1.2% of JSIG LLC?s total membership interests and a non-voting interest equal to 38.8% of JSIG LLC?s total membership interests and the Susan M. Jandernoa Trust held a voting interest equal to 1.8% of JSIG LLC?s total membership interests and a non-voting interest equal to 58.2% of JSIG LLC?s total membership interests. -----END PRIVACY-ENHANCED MESSAGE-----