FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
For the fiscal year
ended November 30, 1994 Commission file number 0-748
McCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 52-0408290
(State or other jurisdiction of incorporation or
organization)(I.R.S. Employer Identification No.)
18 Loveton Circle
Sparks, Maryland 21152
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 771-7301
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Not Applicable Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value Common Stock Non-Voting, No Par Value
(Title of Class) (Title of Class)
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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K 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 the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.
Aggregate market value of the voting stock held by nonaffiliates of
the registrant . . . . . . . $190,760,977
The aggregate market value indicated above was calculated as
follows: The number of shares of voting stock held by nonaffiliates
of the registrant as of January 31, 1995 was 8,718,509. This number
excludes shares held by the McCormick Profit Sharing Plan and
PAYSOP and its Trustees, the McCormick Pension Plan and its
Trustees, and the directors and officers of the registrant, who may
or may not be affiliates. This number was then multiplied by the
closing price of the stock as of January 31, 1995, $21.88.
Class Number of Shares Outstanding Date
Common Stock . . . . . . 13,199,186 . . . . . . . . 1/31/95
Common Stock Non-Voting . 68,045,563 . . . . . . . . 1/31/95
DOCUMENTS INCORPORATED BY REFERENCE
Document Part of Form 10-K into which incorporated
Registrant's 1994 Annual Report to Stockholders Part I, Part II,
Part IV
Registrant's Proxy Statement dated 2/15/95. . . Part III, Part IV
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report on Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
McCORMICK & COMPANY, INCORPORATED
By: /s/H. Eugene Blattman
H. Eugene Blattman
President & Chief Executive Officer February 27, 1995
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Principal Executive Officer:
/s/H. Eugene Blattman President &
H. Eugene Blattman Chief Executive Officer February 27, 1995
Principal Financial Officer:
/s/Robert G. Davey Vice President &
Robert G. Davey Chief Financial Officer February 27, 1995
Principal Accounting Officer:
/s/J. Allan Anderson Vice President &
J. Allan Anderson Controller February 27, 1995
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons,
being a majority of the Board of Directors of McCormick & Company,
Incorporated, on the date indicated:
THE BOARD OF DIRECTORS: DATE:
/s/ James J. Albrecht February 27, 1995
James J. Albrecht
/s/ H. Eugene Blattman February 27, 1995
H. Eugene Blattman
/s/ James S. Cook February 27, 1995
James S. Cook
/s/ Robert G. Davey February 27, 1995
Robert G. Davey
/s/ Harold J. Handley February 27, 1995
Harold J. Handley
/s/ George W. Koch February 27, 1995
George W. Koch
/s/ Robert J. Lawless February 27, 1995
Robert J. Lawless
/s/ Charles P. McCormick, Jr. February 27, 1995
Charles P. McCormick, Jr.
/s/ George V. McGowan February 27, 1995
George V. McGowan
/s/ Carroll D. Nordhoff February 27, 1995
Carroll D. Nordhoff
/s/ Richard W. Single, Sr. February 27, 1995
Richard W. Single, Sr.
/s/ William E. Stevens February 27, 1995
William E. Stevens
/s/ Karen D. Weatherholtz February 27, 1995
Karen D. Weatherholtz
<TABLE>
<CAPTION>
SUPPLEMENTAL
FINANCIAL SCHEDULE VIII
CONSOLIDATED
McCORMICK & COMPANY, INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
<S> <C> <C> <C> <C>
.......ADDITIONS......
BALANCE CHARGED CHARGED
AT TO COSTS TO BALANCE
BEGINNING AND OTHER AT END
DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR
YEAR ENDED NOVEMBER 30, 1994
Deducted from assets to which
they apply:
Allowance for doubtful
receivables....... $ 2,530,000 $1,132,000 $1,142,000 (F1) $ 2,520,000
Amortization of excess cost of
acquisitions......... 23,994,000 5,566,000 $847,000 (F2) 1,515,000 (F3) 28,921,000
29,000 (F4)
TOTAL $26,524,000 $6,698,000 $876,000 $2,657,000 $31,441,000
YEAR ENDED NOVEMBER 30, 1993
Deducted from assets to
which they apply:
Allowance for doubtful
receivables....... $ 2,651,000 $ 355,000 $ 476,000 (F1) $ 2,530,000
Amortization of excess cost of
acquisitions......... 19,936,000 4,571,000 513,000 (F2) 23,994,000
TOTAL $22,587,000 $4,926,000 $ 989,000 $26,524,000
YEAR ENDED NOVEMBER 30, 1992
Deducted from assets to
which they apply:
Allowance for doubtful
receivables....... $ 3,465,000 $ 364,000 $1,178,000 (F1)
$ 2,651,000
Amortization of excess cost of
acquisitions........... 17,586,000 3,684,000 1,306,000 (F2) 19,936,000
28,000 (F4)
TOTAL $21,051,000 $4,048,000 $2,512,000 $22,587,000
<FN>
Notes:
(F1) Accounts written off net of recoveries.
(F2) Foreign exchange translation adjustments.
(F3) Write-off of excess cost of acquisitions (Goodwill).
(F4) Other adjustments.
</FN>
</TABLE>
<TABLE>
<CAPTION>
McCormick and Company, Inc. Part I - Exhibit 11
(In Thousands Except Per Share Amounts)
Statement re Computation of Per-Share Earnings*
Year Ended November 30
Computation for Statement of Income 1994 1993 1992
<S> <C> <C> <C>
Net Income $61,157 $73,054 $95,217
Reconciliation of Weighted Average Number of
Shares Outstanding to Amount used in Primary
Earnings Per Share Computation
Weighted Average Number of Shares Outstanding 81,240 80,799 80,116
Add - Dilutive Effect of Outstanding Options
(as Determined by the Application of the
Treasury Stock Method) (1) 391 967 1,802
Weighted Average Number of Shares Outstanding
As Adjusted for Equivalent Shares 81,631 81,766 81,918
PRIMARY EARNINGS PER SHARE $0.75 $0.89 $1.16
Year Ended November 30
Computation for Statement of Income 1994 1993 1992
Reconciliation of Weighted Average Number of
Shares Outstanding to Amount used in Fully Diluted
Earnings Per Share Computation
Weighted Average Number of Shares Outstanding 81,240 80,799 80,116
Add - Dilutive Effect of Outstanding Options
(As Determined by the Application of the
Treasury Stock Method) (1) 391 990 1,857
Weighted Average Number of Shares Outstanding
As Adjusted for Equivalent Shares 81,631 81,789 81,973
FULLY DILUTED EARNINGS PER SHARE $0.75 $0.89 $1.16
*See 1994 Annual Report, Note (1) of the Notes to Financial Statements.
(1) "This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not
required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution
of less than 3%."
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-END> NOV-30-1994
<CASH> 15566
<SECURITIES> 0
<RECEIVABLES> 211331
<ALLOWANCES> (2520)
<INVENTORY> 374467
<CURRENT-ASSETS> 657657
<PP&E> 837057
<DEPRECIATION> (332458)
<TOTAL-ASSETS> 1568701
<CURRENT-LIABILITIES> 600828
<BONDS> 374288
<COMMON> 151703
0
0
<OTHER-SE> 338261
<TOTAL-LIABILITY-AND-EQUITY> 1568701
<SALES> 1694772
<TOTAL-REVENUES> 1694772
<CGS> (1066573)
<TOTAL-COSTS> (499963)
<OTHER-EXPENSES> (2599)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (38659)
<INCOME-PRETAX> 86978
<INCOME-TAX> (33750)
<INCOME-CONTINUING> 61157
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 61157
<EPS-PRIMARY> .75
<EPS-DILUTED> .75
</TABLE>
