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As filed with the Securities and Exchange Commission on March 9, 1998
Registration No.
Securities and Exchange Commission
Washington, D. C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
McCORMICK & COMPANY, INCORPORATED
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Maryland (State of Incorporation) 52-0408290 (IRS Iden. No.)
18 Loveton Circle (Address of Principal
Sparks, Maryland Executive Offices) 21152-6000 (Zip Code)
INVESTOR SERVICES PLAN
Robert W. Skelton
Vice President, (Name, address
General Counsel and Secretary and telephone numbers
McCormick & Company, Incorporated of agent for service)
18 Loveton Circle
Sparks, Maryland 21152-6000
Tel. No. 410-771-7563
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Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ x ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered* Per Share Offering Price Fee
Common Stock (no par value) ........250,000 shs. $29.0938* $29,093,800 $8,583
Common Stock Non-Voting
(no par value).................750,000 shs.
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* Represents the aggregate number of shares available at March 9, 1998
for issuance under the Plan with the estimated offering price and
registration fee, calculated in accordance with Rule 457, based upon the
average of the high and low sale prices of the common stock of the Company on
March 5, 1998 ($29.0938) per share).
Pursuant to Rule 429, this Registration Statement contains combined
prospectuses relating to Common Stock and Common Stock Non-Voting issuable
under the original McCormick Dividend Reinvestment Plan, filed on Form S-3
with the Securities and Exchange Commission on December 21, 1989
(Registration No. 33-32712) and to the Common Stock and Common Stock
Non-Voting registered pursuant to this Registration Statement. The
registration fees are calculated on the Common Stock and Common Stock
Non-Voting registered pursuant to this Registration Statement.
The Company hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Company shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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PROSPECTUS
McCORMICK & COMPANY, INCORPORATED
COMMON STOCK 250,000 Shares
COMMON STOCK NON-VOTING 750,000 Shares
INVESTOR SERVICES PLAN
McCormick & Company, Incorporated (the "Company") hereby offers
participation in its Investor Services Plan (the "Plan"). The Plan replaces
the existing Dividend Reinvestment Plan of the Company. It retains the
benefits of the existing Dividend Reinvestment Plan and adds certain
additional features which are described below. Shareholders of record who
are currently participating in the Company's existing Dividend Reinvestment
Plan will automatically become participants in the Plan without any further
action on their part.
Summary
- - Persons who are not shareholders may purchase shares of the Company's
Common Stock Non-Voting ("Common Stock Non-Voting") by investing as
little as $250, subject to the limits set forth in the Plan
Enrollment/Election Form (the "enrollment form").
- - Shareholders of record may reinvest, at no cost, all or a portion of
their cash dividends in additional shares of the Company's Common Stock
Non-Voting and/or Common Stock ("Common Stock"), depending on the class
of stock held by the shareholder (the term "Stock" shall refer to either
or both classes of the Company's stock).
- - Shareholders of record who hold 100 shares or less of Stock (i) will be
automatically enrolled in the Plan and will have all cash dividends
reinvested in additional shares of Stock of the same class of Stock as
those on which the dividend is paid, unless such shareholders
affirmatively elect to receive cash dividends (shareholders who elect to
receive cash dividends will receive such dividends, as declared, in the
usual manner), and (ii) may make optional cash investments of $50 or
more, subject to the limits set forth in the enrollment form, and (iii)
may deposit Stock certificates for safekeeping with the administrator of
the Plan, at no cost.
- - Shareholders of record who hold more than 100 shares of Stock may enroll
by (i) electing to reinvest all or a portion of their cash dividends in
additional shares of Stock of the same class of Stock as those on which
the dividend is paid, and/or (ii) making optional cash investments of
$50 or more, subject to the limits set forth in the enrollment form,
and/or (iii) depositing Stock certificates for safekeeping with the
administrator of the Plan, at no cost.
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- - Participants may sell shares of Stock through the Plan.
- - Participants may transfer shares or make gifts of Stock at no charge.
- - Personal record keeping is simplified by the Company's issuance of
statements indicating account activity.
- - Transaction fees may be lower than the commissions and fees typically
charged by a stockbroker.
The price that you will pay for any shares of Stock purchased under the
Plan will be either (a) if the shares are purchased from the Company or
from the Company's pension or profit sharing plan, the average of the
high and low sales prices of the shares of Common Stock Non-Voting on
the applicable "Investment Date" (as defined in the Plan Enrollment
section of this Prospectus), as reported by the NASDAQ National Market
System, or (b) the average cost of all shares purchased, if purchased on
the open market or by other negotiated transaction, in relation to the
applicable Investment Date, which cost includes brokerage commissions of
approximately $.12 per share. The closing price of the Stock on March 5,
1998, was $28.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 1, 1998
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TABLE OF CONTENTS
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INVESTOR SERVICES PLAN 1
Summary 1
Table of Contents 3
Company Description 4
Use of Proceeds 4
Certain Disadvantages in Connection with Participation in the Plan 4
TERMS AND CONDITIONS
Plan Administration 4
Plan Enrollment 5
Optional Cash Payments 6
Refunds of Initial Investments and Optional Cash Payments 7
Reinvestment of Cash Dividends 7
Purchase of Shares 8
Stock Certificates 9
Safekeeping Service Option 9
Sale of Shares 9
Transfer of Shares Held in the Plan 10
Receiving Certificates for Plan Shares 10
Changing Your Plan Options 11
Tax Consequences of Participation in the Plan 11
Stock Splits, Stock Dividends and Rights Offerings 11
Voting Rights 12
Limitations on Liability 12
Changes to the Plan 12
Governing Law 12
LEGAL OPINION 12
EXPERTS 12
AVAILABLE INFORMATION 13
DOCUMENTS INCORPORATED BY REFERENCE 13
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McCormick & Company, Incorporated
The Company was incorporated in Maryland on November 26, 1915. Its
principal executive offices are located at 18 Loveton Circle, Sparks,
Maryland 21152, and its telephone number is (410) 771-7301.
The Company is a diversified specialty food company. It is principally
engaged in the manufacture of spices, herbs, seasonings, flavorings and other
specialty food products and sells such products to the retail food market,
the foodservice market and to industrial food processors throughout the
world. The Company also, through subsidiary corporations, manufactures and
markets plastic packaging products for the food, cosmetic and health care
industries.
Use of Proceeds
If purchases of Stock are made directly from the Company, the Company
intends to use the net proceeds for working capital, for retirement of debt,
and for other general corporate purposes. At present, it is expected that
purchases of Common Stock Non-Voting under the Plan will be made by an
independent agent in the open market and that the Company will not receive
any proceeds therefrom.
Certain Disadvantages in Connection with Participation in the Plan
Participants have no control over the price at which shares of Stock are
purchased or sold for their accounts. Therefore, participants bear the
market risk associated with fluctuations in the price of the Stock pending
the execution of a purchase or sale of shares for the participant's account.
No interest will be paid on funds held for a participant pending investment
under the Plan.
TERMS AND CONDITIONS
Plan Administration
The administration of the Plan is the responsibility of the Company. The
Company's Investor Services department ("Investor Services") will have
primary responsibility to administer the Plan and in that capacity will act
both as administrator and custodian. Among other things, Investor Services
will receive and hold participants' funds pending investment in additional
shares of Stock, effect transfers of Stock, keep a continuous record of
participant holdings and transactions, prepare and send each participant a
quarterly statement of his/her Plan account, and act as custodian of the
Stock held by the Plan for participants. All funds received by Investor
Services from participants are promptly deposited into an escrow account for
the benefit of participants, and are held in such account until the next
applicable "Investment Date," as defined below in the "Plan Enrollment"
section of this Prospectus. The responsibilities of Investor Services in
connection with the administration of the Plan are administrative in nature
and, in large part, are consistent with the responsibilities of Investor
Services in acting as registered
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transfer agent for the Company. Accordingly, the Company believes that there
is not a material difference in risk between administration of the Plan by
Investor Services and administration of the Plan by a registered
broker-dealer or bank. As part of its administrative responsibilities,
Investor Services will appoint an independent agent to manage the open market
purchase and sale of shares of Stock. Investor Services may change the
independent agent from time to time. The name and address of the independent
agent will be provided to Plan participants upon request.
If the Company elects to meet the purchase requirements of participants
by purchasing shares of Stock in the open market, the independent agent will
act on behalf of participants in buying such shares. The independent agent
may also sell Plan shares on behalf of participants. In addition, the
independent agent will provide Investor Services with verifications of the
calculation of the price of shares purchased on the open market which are
sold to participants through the Plan. Brokers' commissions and other
charges may apply in the event of such purchases by the independent agent.
The Company reserves the right to interpret and regulate the Plan as
deemed necessary or desirable. Neither the Company nor its independent agent
will be liable for any act done in good faith or for any omission to act in
good faith, including, without limitation, any claim of liability arising out
of failure to terminate a participant's account upon the participant's death
prior to receipt of written notice of such death, provided that the Company
shall not be relieved from any liability imposed under any federal, state or
other applicable securities law which cannot be waived.
All inquiries and instructions concerning the Plan should be directed to:
McCormick & Company, Incorporated
Investor Services
18 Loveton Circle
Sparks, Maryland 21152-6000
U.S.A.
You should include in all correspondence your shareholder account number,
taxpayer identification number (Social Security number) and daytime telephone
number where you may be contacted during normal working hours to facilitate a
prompt response.
Plan Enrollment
If you are currently a shareholder of record with more than 100 shares of
Stock, you may enroll in the Plan at any time by completing and returning an
enrollment form. Requests for such forms should be directed to Investor
Services, either by telephone or in writing.
If you are currently a shareholder of record with 100 or less shares of
Stock, you will automatically be enrolled in the Plan, and will automatically
have all cash dividends reinvested in additional shares of Stock.
Shareholders of record with 100 or less shares of Stock who wish to receive a
dividend check instead of having their dividends reinvested must communicate
their desire to receive a dividend check in writing to Investor Services at
the address indicated above.
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If you are not a shareholder of record, you may join the Plan by
completing and returning an enrollment form together with an initial payment
of not less than $250 and not more than the amount specified in the
enrollment form, which will be used to purchase Common Stock Non-Voting for
your account.
Your initial investment will be invested in Common Stock Non-Voting on
the next "Investment Date," as defined below, provided that it is received by
Investor Services at least two business days prior to such date. Except as
provided in the last sentence of this paragraph, the Investment Dates shall
be the tenth business day of each month, provided, if purchases of Stock are
to be made on the open market, purchases will begin on the Investment Date
and will usually be completed before the next Investment Date. The
independent agent may extend the purchase period if completion at a later
date is necessary or advisable under applicable law. For months in which a
dividend is paid, the Investment Date for initial investments and dividend
reinvestment will be the same day specified by Investor Services, and will
occur on the dividend payment date.
Properly completed enrollment forms with initial investments must be
received by Investor Services at least two business days prior to the
Investment Date. Interest is not paid on any payments received, and they do
not earn dividends prior to their investment. Therefore, it is to your
benefit to mail the payments so that they are received shortly, but not less
than two business days, before an Investment Date.
All initial investments must be made by check for U.S. dollars, drawn on
a U.S. bank, and be payable to "McCormick & Company, Incorporated," and are
subject to collection by the Company for the full face value in U.S. funds.
As soon as practicable after completion of your initial investment, the
Company will mail to you a statement notifying you of the establishment of
your account and setting forth the details of the investment. Receipt of the
statement serves as notification of your enrollment in the Plan.
Optional Cash Payments
Shareholders of record may make additional share purchases of the class
of Stock held by them using the Plan's optional cash payment feature. The
only restrictions that apply to making these investments are that they be
made in amounts of not less than $50 and not more than the amount specified
on the optional cash investment tear sheet on your account statement or
enrollment form, inclusive of your initial investment.
The administrator will invest your payment on the next Investment Date,
provided it is received at least two business days prior to that Investment
Date. The administrator will commingle your payment with those of other
participants and apply them to the purchase of additional shares of Stock,
which it will hold as custodian. The Investment Dates for optional cash
contributions are the same as those set forth in the Plan Enrollment section
of this prospectus.
As is the case with initial investments, the Company will not pay
interest on any optional cash payments received and held for investment under
the Plan, and payments do not earn dividends prior to their investment.
Therefore, it is to your benefit to mail an optional cash
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payment so that it is received by Investor Services shortly, but not less
than two business days, before an Investment Date.
All optional cash payments must be made by check for U.S. dollars, drawn
on a U.S. bank, and be payable to "McCormick & Company, Incorporated," and
are subject to collection by the Company for the full face value in U.S.
funds.
Refunds of Initial Investments and Optional Cash Payments
Upon written request, the Company will refund your initial investment or
any optional cash payment, provided your request is received by the Company
at least two business days prior to the next Investment Date which follows
the date of receipt of the initial investment and/or option cash payments.
Refunds will be made within three weeks.
Reinvestment of Cash Dividends
If you participate in the Plan's dividend reinvestment option,
reinvestment will commence with the first dividend payable after the dividend
record date following your enrollment. Dividend record dates are publicly
announced by the Company.
On each applicable Investment Date, Investor Services will, after
deducting withholding taxes, if any, commingle all cash dividends for all
participants who are reinvesting their dividends pursuant to the Plan, and
will apply the dividends to the purchase of shares of Stock, which it will
hold as custodian. The administrator will credit the proportionate number of
shares (computed to four decimal places) to each participant's account.
Participants who hold 100 shares or less of Stock will have all cash
dividends reinvested in additional shares of the same class of Stock as those
on which dividends are paid, and will have no right to have any portion of
such dividends paid in cash unless they affirmatively elect to receive cash
dividends. If the participants affirmatively elect to receive cash dividends,
then all such dividends will be sent to the participants by check in the
usual manner. Participants who hold more than 100 shares of Stock may elect
to reinvest all or a portion of their cash dividends in additional shares of
the same class of Stock as those on which dividends are paid, by designating
their election on the enrollment form. Participants electing partial
reinvestment of cash dividends must designate the number of whole shares or
the percentage of their shares for which they wish to have the dividend
reinvested. Dividends paid on all other shares registered in the
participant's name and/or held for the participant under the Plan will be
paid as cash dividends to the participant. That portion of such dividend
payment not being reinvested will be sent to the participant by check in the
usual manner.
Reinvestment levels for shareholders with more than 100 shares may be
changed from time to time as a participant desires by submitting a new
enrollment form to Investor Services. To be effective with respect to a
particular dividend, any such change must be received by Investor Services on
or before the record date for such dividend.
Plan participants who have or wish to have their dividends reinvested in
additional shares of Stock of the class owned have the following options:
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Participants with 100 or less shares
Full Dividend Reinvestment - Dividends payable on all shares held,
including certificated and book-entry Plan shares, are reinvested. (This
option is automatic unless the participant specifies his or her desire to
receive a dividend check.)
Participants with more than 100 shares
1. Full Dividend Reinvestment - Dividends payable on all shares held,
including certificated and book-entry Plan shares, are reinvested.
2. Partial Dividend Reinvestment: Number of Shares - Dividends payable
on a specified number of whole shares will be reinvested. The
dividends payable on the remaining shares held will be paid by check
to the participant.
3. Partial Dividend Reinvestment: Percentage of Shares - Dividends
payable on a specified percentage of shares will be reinvested. The
dividends payable on the remaining shares held will be paid by check
to the participant.
Purchase of Shares
The Company, in its discretion, may elect to satisfy the requirements of
the Plan for Common Stock Non-Voting with newly issued shares, shares
purchased on the open market, shares purchased from other holders of Common
Stock Non-Voting in negotiated transactions, or shares purchased from the
Company's pension and profit sharing plans in negotiated transactions. If
the Company elects to purchase shares of Common Stock Non-Voting on the open
market, the independent agent will make all such purchases necessary to meet
the requirements of the Plan. Except as may otherwise be provided in the
Plan Enrollment section of this Prospectus, the Company does not exercise any
direct or indirect control over the timing or prices of purchases made by the
independent agent on the open market.
Shares of Common Stock needed to satisfy the requirements of the Plan
will be purchased on behalf of the Plan directly from the Company's
authorized but unissued shares of Common Stock, or will be shares purchased
on the open market, shares purchased from other holders of Common Stock in
negotiated transactions, or shares purchased from the Company's pension and
profit sharing plans in negotiated transactions.
The Company plans to purchase Common Stock Non-Voting on behalf of the
Plan on the open market and to purchase Common Stock from the Company. The
Company may not change its determination on the manner of purchasing Stock of
either class more than once in a six month period. Furthermore, the Company
will not exercise such right absent a determination by its Board of Directors
or Chief Financial Officer that the Company has a need to raise additional
capital or there is another valid reason for the change.
The administrator may commingle each participant's funds with those of
other participants for the purpose of executing purchases.
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The price that you will pay for any shares of Stock purchased under the
Plan will be either (a) if the shares are purchased from the Company or from
the Company's pension or profit sharing plans, the average of the high and
low sales prices of the shares of Common Stock Non-Voting on the applicable
Investment Date, as reported by the NASDAQ National Market System, or (b) the
average cost of all shares purchased, if purchased on the open market or by
other negotiated transaction, in relation to the applicable Investment Date,
which cost includes brokerage commissions of approximately $.12 per share.
After each transaction, a detailed statement will be mailed to you
indicating, among other things, the amount invested, the number of shares
purchased, and the average cost per share.
Stock Certificates
All shares purchased on your behalf through the Plan will be held by
Investor Services as custodian in book-entry form. You can, however, at any
time and without charge, obtain a certificate for all or part of the full
shares credited to your Plan account by making a request in writing to the
Company.
Safekeeping Service Option
The Plan's safekeeping service allows you to deposit any Stock
certificates held by you with Investor Services for safekeeping. The
advantages of participating in this service are:
- - The risk associated with the loss of your Stock certificates is
eliminated. If your certificates are lost or stolen, you cannot sell or
transfer them without first obtaining replacement certificates. This
process could take several weeks and will result in cost and paperwork,
both for you and for the Company.
- - Certificates deposited with Investor Services are treated in the same
manner as shares purchased through the Plan, and may be conveniently and
efficiently sold or transferred through the Plan.
To participate in the safekeeping service option, you must complete and
return the enrollment form along with the Stock certificates you wish placed
in the Plan. You can obtain an enrollment form from the Company by calling or
writing the Company's Investor Services department. If you have lost any of
your certificates, they must be replaced before you can place them in
safekeeping.
Sale of Shares
You can sell all or part of your book-entry shares held in the Plan by
furnishing the Company with written instructions, either by letter or by
telefax, signed by all registered holders. You may sell only whole shares,
not fractional shares, if the sale is for less than all of the shares in your
account. The Company cannot, however, sell for you any certificated shares
that you may be holding unless they are first deposited with Investor
Services pursuant to the Safekeeping Service Option.
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Sales for Plan participants are made after receipt by the
Company of written instructions and will begin on the last business day of
each week and will usually be completed before the next sale date. If your
shares are sold on the open market by the independent agent, the price per
share that you will receive is the average price of all shares sold on that
day, less any service charge indicated on the enrollment form, and less your
proportionate share of the brokerage commission of approximately $.12 per
share, less transfer taxes, if any, and less withholding taxes, if any. If
sales are made to the Company, the price per share shall be the average of
the high and low sales prices of the Stock in relation to the applicable sale
date, as reported by the NASDAQ National Market System, less any service
charge indicated on the enrollment form, less transfer taxes, if any, and
less withholding taxes, if any.
Persons who are determined by the Company to be reporting
persons for the purposes of Section 16 of the Exchange Act who wish to sell
shares of Stock which are held in the Plan must sell their shares of Stock to
the Company.
Transfer of Shares Held in the Plan
You may change the ownership of all or part of your Plan
shares through a gift, a private sale or otherwise by mailing to the Company
a properly executed stock assignment form (which you can obtain from the
Company or a financial institution), a medallion signature guarantee of all
current registrants obtained from a commercial bank, savings and loan, or a
member firm of the New York Stock Exchange that is a member of either the
STAMP, SEMP or MSP Medallion Guarantee Programs, and a letter of instruction.
If the shares are being transferred to an existing Plan account, the name
and account number of that account should be provided. If the transfer
results in the establishment of a new Plan account, the letter of instruction
must include the name(s) of the new registrant(s), complete address and tax
identification number (Social Security number).
Unless instructed otherwise, Investor Services will retain the
shares and enroll the transferee in 100% dividend reinvestment. The new
participant will receive a statement showing the number of shares thus
transferred and now held in his or her Plan account.
Receiving Certificates for Plan Shares
Plan participants may at any time obtain a share certificate
for any or all of their whole book-entry Plan shares by sending a written
request signed by all registered owners of such shares to Investor Services.
Certificates are generally issued within three business days of receipt of
the written request. Shares issued from a Plan account in certificate form
will be produced in the name(s) in which the account is registered, unless
otherwise directed by a letter of instruction, including the new registrant's
name(s), address and tax identification number (Social Security number), and
the Medallion signature guarantee of all the current registrants.
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Changing Your Plan Options
You can change the elections you have made under the Plan at
any time by providing written notice to the Company. The Company will accept
notice from only you or a person duly authorized in writing to act on your
behalf.
You may cease the reinvestment of your dividends and elect to
receive them, instead, by check. You may continue to buy shares with optional
cash payments or sell some or all of your Plan shares, as desired.
Your enrollment in the Plan may be automatically terminated if
you no longer hold any shares of record or your Plan shares total less than
one full share of Stock. Upon automatic termination, you will receive a check
for the proceeds from the sale of the fractional share (determined in the
same manner as provided with respect to the sale of full shares), less
brokerage commissions, if any, transfer taxes, if any, and withholding taxes,
if any.
Stock certificates and/or checks will be forwarded to only you
or your legal representative.
Tax Consequences of Participation in the Plan
The amount of cash dividends paid by the Company is generally
considered taxable income, even though reinvested under the Plan. The
information return sent to you and the Internal Revenue Service at year-end
will show as dividend income the full amount of dividends reinvested under
the Plan, as well as cash dividends paid directly to you, if any. For U.S.
Federal income tax purposes, the cost basis of shares of Common Stock and
Common Stock Non-Voting acquired through the Plan on any given Investment
Date will be determined by dividing the total of the dividends reinvested,
net of taxes withheld, if any, and your optional cash payments, if any, by
the number of shares of Common Stock and Common Stock Non-Voting, including
fractional shares, if any, acquired on your behalf by Investor Services in
relation to that Investment Date.
In the case of shareholders whose dividends are subject to
U.S. Federal income tax withholding, or backup withholding, Investor Services
will reinvest or pay dividends, less the amount of tax required to be
withheld. The sale of shares through the Plan will be reported to the IRS
and you on Form 1099B or any other form that may be required by the IRS.
Please consult with your tax advisor for advice applicable to
your particular situation.
Stock Splits, Stock Dividends and Rights Offerings
Any dividends in the form of shares of Stock and any shares
resulting from a stock split on shares held of record by Investor Services
will be added proportionately to your account. In the event that the Company
makes available to its holders of Common Stock and Common Stock Non-Voting
rights to subscribe to additional shares, debentures or other securities,
Investor Services will sell the rights received on shares held of record by
it as administrator and will invest the proceeds from the sale in additional
shares of Common Stock and Common Stock
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Non-Voting which will be credited proportionately to your account. However,
if you wish to be in a position to exercise such rights you may withdraw
shares credited to your account as provided above.
Voting Rights
A proxy card will be mailed to you representing the shares of
Common Stock held in your Plan account combined with any other shares of
Common Stock that you may own of record. Shares credited to your account
under the Plan on the record date for a vote of shareholders will be voted in
accordance with your instructions.
Limitations on Liability
Neither the Company nor its independent agent shall be liable
for any act done in good faith or for any omission to act, including, without
limitation, any claims of liability (a) with respect to the prices at which
shares are purchased or sold for your account and the times when such
purchases or sales are made, provided however, that nothing herein shall be
deemed to constitute a waiver of any rights that you might have under the
Securities Act of 1933 or other applicable federal securities laws, or (b)
for any fluctuation in the market value before or after purchase or sale of
shares, or (c) for continuation of your account until receipt by the Company
of written notice of termination or written evidence of your death.
Changes to the Plan
The Company reserves the right to amend, modify, suspend or
terminate the Plan, or any provision thereof, but such action shall have no
retroactive effect that would prejudice the interest of participants.
Governing Law
The terms and conditions of the Plan and its operation are
governed by the laws of the State of Maryland.
LEGAL OPINION
Matters with respect to the legality of the Common Stock and
Common Stock Non-Voting of the Company being offered hereby have been passed
upon for the Company by Messrs. Hogan & Hartson, L.L.P., Columbia Square,
555 Thirteenth Street, N.W., Washington, D.C. 20004-1109.
EXPERTS
The consolidated financial statements and schedules of the
Company included or incorporated by reference in the Company's Annual Report
(Form 10-K) for the fiscal year ended November 30, 1997, have been audited by
Ernst & Young LLP, independent auditors, as set
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forth in their report thereon included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of said firm
as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Company's annual
proxy statements so filed contain, among other things, certain information
concerning directors and officers, including their compensation, the number
of shares of Common Stock and Common Stock Non-Voting owned by the directors,
and owners of 5% or more of any class of such securities, and any material
interests of such persons in certain transactions. Such reports, proxy
statements and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington D.C. 20549, as
well as at the Regional Offices of the Commission at 7 World Trade Center,
Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission. The address of the site is http://www.sec.gov.
The Company's Common Stock Non-Voting is listed on NASDAQ.
Reports, proxy statements, information statements and other information can
be inspected at the offices of the NASD at 1735 K Street, N.W., Washington,
D.C. 20006-1506.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, on the request of any such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Written or telephone requests
for such copies should be directed to the executive offices of the Company,
c/o Investor Services, 18 Loveton Circle, Sparks, Maryland 21152 (Telephone:
(410) 771-7537; or (800) 424-5855.)
DOCUMENTS INCORPORATED BY REFERENCE
The documents listed below, filed by the Company with the
Securities and Exchange Commission pursuant to Sections 13 and 15(d) of the
Securities Exchange Act of 1934, contain the most recently published
corporate and financial data regarding the Company and are incorporated by
reference in this Prospectus:
(a) Annual Report of the Company for the fiscal year ended November 30,
1997, filed on Form 10-K.
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(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended February 28, 1998.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 13(d), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the termination of the offering described herein, shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof and thereof from the date of filing of such documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in this Prospectus
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
For a complete description of the Common Stock and Common
Stock Non-Voting of the Company, reference is made to (i) the Company's Form
10 Registration Statement dated April 29, 1965, as amended by Form 8 dated
August 15, 1988, and (ii) the Company's Charter, as amended, which Charter
and Amendment thereto are, respectively, exhibits to the Company's
Registration Form S-8, Registration No. 33-39582, and Registration Form S-8,
Registration No. 33-59842, both as filed with the Securities and Exchange
Commission on March 25, 1991 and March 19, 1993, respectively.
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the securities
offered by this Prospectus or an offer to sell or a solicitation of an offer
to buy such securities in any jurisdiction or to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof, or that the information herein
contained or incorporated by reference is correct as of any time subsequent
to the date hereof.
14
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies,
of the expenses to be incurred by the Company in connection with the issuance
and distribution of securities being registered:
Registration Fee: $ 8,583
Legal Fees and Expenses $10,000
Blue Sky Fees and Expenses $ 5,000
Accounting Fees and Expenses - 0 -
Printing Fees and Postage $10,000
Miscellaneous $ 2,000
--------
Total $35,583
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the provisions of Section 2-418 of the Maryland
Corporation and Associations Code, and Article 48 of the By-Laws of the
Company, directors and officers of the Company are indemnified by the Company
under certain circumstances for certain liabilities and expenses.
Under the Company's By-Laws and the Maryland General
Corporation Law, the directors and officers of the Company may be entitled to
indemnification in respect to threatened, pending or completed actions, suits
or proceedings, whether civil, criminal, administrative or investigative
("proceedings") to which they are made a party by reason of their position as
a director or officer of the Company. In the case of conduct in their
official capacity with the Company, directors and officers will be entitled
to indemnification unless the act or omission of the director or officer was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active and deliberate dishonesty or the director
or officer actually received an improper personal benefit in money, property
or services. In the case of criminal proceedings the director or officer
also must have had no reasonable cause to believe that the conduct was
unlawful.
If the director or officer is successful on the merits or
otherwise in the defense of any proceeding, the director or officer will be
entitled to indemnification against reasonable expenses incurred in
connection with the proceedings regardless of whether the foregoing standards
are met. In addition, a court of competent jurisdiction may order
indemnification if it determines that the director or officer has met the
foregoing standards, or, even if not, if it determines that the director or
officer is entitled to indemnification in view of all the relevant
circumstances.
Any indemnification required or permitted by the Company's
By-Laws and the Maryland General Corporation Law may be against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by
the director or officer in connection with the proceeding. However, if the
proceeding is by or in the right of the Company, indemnification may be made
15
<PAGE>
only against expenses and may not be made in respect of any proceeding in
which the director or officer is adjudged to be liable to the Company.
Under the Company's Charter, the monetary liability of
directors and officers to the Company or its stockholders is eliminated
except for, and to the extent of, actual receipt of an improper benefit in
money, property or services, or in respect of an adjudication based upon a
finding of active and deliberate dishonesty material to the cause of action
adjudicated.
The Company also maintains for the benefit of its directors
and officers insurance covering certain liabilities asserted against or
incurred by such persons in their capacity as, or as a result of their
position of, director or officer of the Company. This insurance may afford
protection for liabilities not subject to indemnification under the Company's
By-Laws and the Maryland General Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
questions whether such indemnification by it is against public policy as
expressed in said Act, and will be governed by the final adjudication of such
issue.
Item 16 EXHIBITS
(1) Underwriting Agreement - N/A
(2) Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession - N/A
(4) Instruments Defining the Rights of Security Holders,
including Indentures - N/A
(5) Opinion of Messrs. Hogan & Hartson, L.L.P.
(8) Opinion re Tax Matters - N/A
(12) Statements re Computation of Ratios - N/A
(15) Letter re Unaudited Interim Financial Information - N/A
(23) (a) Consent of Ernst & Young LLP, Independent Auditors
(b) Consent of Hogan & Hartson is included as Exhibit 5.
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(24) Power of Attorney
(25) Statement of Eligibility of Trustee - N/A
(26) Invitation for Competitive Bids - N/A
(27) Financial Data Schedule - N/A
(99) Additional Exhibits - N/A
Item 17. UNDERTAKINGS
A. The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the company pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the company's annual report pursuant to section 13(a) or section (15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. The undersigned company hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus such interim financial information.
D. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the company pursuant to the foregoing provisions, or otherwise, the
company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
company of expenses incurred or paid by a director, officer or controlling
person of the company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities registered, the company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
E. (1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the company pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Baltimore, and the State of
Maryland, on the 16th day of February, 1998.
McCORMICK & COMPANY, INCORPORATED
By:/s/ Robert J. Lawless
-----------------------------------
Robert J. Lawless
President & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Principal Executive Officer:
s/ Robert J. Lawless President & Chief February 16, 1998
- -------------------- Executive Officer
Robert J. Lawless
Principal Financial Officer:
s/ Robert G. Davey Executive Vice President February 16, 1998
- ------------------ & Chief Financial Officer
Robert G. Davey
Principal Accounting Officer:
s/ J. Allan Anderson Vice President & Controller February 16, 1998
- --------------------
J. Allan Anderson
A majority of the Board of Directors:
JAMES S. COOK, ROBERT G. DAVEY, FREEMAN A. HRABOWSKI, III, ROBERT J.
LAWLESS, CHARLES P. McCORMICK, JR., GEORGE V. McGOWAN, CARROLL D. NORDHOFF,
ROBERT W. SCHROEDER, WILLIAM E. STEVENS, KAREN D. WEATHERHOLTZ.
By: s/ Robert W. Skelton Attorney-in-fact February 16, 1998
--------------------
Robert W. Skelton
19
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3 No. 33-00000) and the
related Prospectus of McCormick & Company, Incorporated for the registration
of 250,000 shares of Common Stock and 750,000 shares of Common Stock
Non-Voting and to the incorporation by reference therein of our report dated
January 15, 1998, with respect to the consolidated financial statements and
schedules of McCormick & Company, Incorporated included in its Annual Report
(Form 10-K) for the year ended November 30, 1997, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Baltimore, Maryland
February 16, 1998
20
<PAGE>
McCORMICK & COMPANY, INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers
and directors of McCORMICK & COMPANY, INCORPORATED, a Maryland corporation,
hereby constitute and appoint CHARLES P. McCORMICK, JR., ROBERT J. LAWLESS
and ROBERT W. SKELTON, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and in any one or more of them, to sign for the
undersigned, and in their respective names as officers and directors of the
Company, a registration statement of the Company on Form S-3 to be filed with
the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933, as amended, and to any amendment or amendments to
such registration statement, in the matter of the McCormick Investor Services
Plan by the Company, hereby ratifying and confirming all acts taken by such
agents and attorneys-in-fact, or any one or more of them, as herein
authorized.
Dated:
February 16, 1998 s/ Charles P. McCormick, Jr.
------------------------------------
Charles P. McCormick, Jr.
Chairman of the Board
February 16, 1998 s/ Robert J. Lawless
------------------------------------
Robert J. Lawless
President, Chief Executive Officer &
Chief Operating Officer
February 16, 1998 s/ Robert G. Davey
------------------------------------
Robert G. Davey
Executive Vice President &
Chief Financial Officer
February 16, 1998 s/ Carroll D. Nordhoff
------------------------------------
Carroll D. Nordhoff
Executive Vice President
February 16, 1998 s/ James S. Cook
------------------------------------
James S. Cook, Director
Page 1 of 2
21
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February 16, 1998 s/ Freeman A. Hrabowski, III
--------------------------------------
Freeman A. Hrabowski, III, Director
February 16, 1998 s/ George V. McGowan
--------------------------------------
George V. McGowan, Director
February 16, 1998 s/ Robert W. Schroeder
--------------------------------------
Robert W. Schroeder, Director
February 16, 1998 s/ William E. Stevens
--------------------------------------
William E. Stevens, Director
February 16, 1998 s/ Karen D. Weatherholtz
-------------------------------------
Karen D. Weatherholtz, Director
Page 2 of 2
22
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EXHIBIT 5
HOGAN & HARTSON L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(tel.) 202-637-5600
(fax) 202-637-5910
March 5, 1998
Board of Directors
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152-7563
Ladies and Gentlemen:
We are acting as special counsel to McCormick & Company, Incorporated, a
Maryland corporation (the "Company"), in connection with certain matters
relating to its registration statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission relating to the
proposed public offering of up to 250,000 shares of Common Stock, no par
value, and 750,000 shares of Common Stock Non-Voting, no par value, of the
Company (collectively, the "Shares") issuable in connection with the
Company's Investor Services Plan (the "Plan"). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in
connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified by an Assistant Secretary of the
Company on the date hereof as being complete, accurate and in effect.
3. The Certificate of Incorporation of the Company, as certified by the
Maryland State Department of Assessments and Taxation on February 26,
1998 and by the Assistant Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
<PAGE>
Board of Directors
McCormick & Company, Incorporated
March 5, 1998
Page 2
4. The Bylaws of the Company, as certified by the Assistant Secretary of
the Company on the date hereof as then being complete, accurate and
in effect.
5. Resolutions of the Board of Directors of the Company adopted on
December 15, 1997, as certified by the Assistant Secretary of the
Company on the date hereof as then being complete, accurate and in
effect, relating to the adoption of the Plan and the authorization
of the issuance of the Shares under the Plan.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity
of all original documents and the conformity to authentic original documents
of all documents submitted to us as copies (including telecopies). We also
have assumed the accuracy, completeness and authenticity of the foregoing
certifications (of public officials, governmental agencies and departments,
and corporate officers) and statements of fact, on which we are relying, and
have made no independent investigations thereof. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
Corporations and Associations Article of the Annotated Code of Maryland (the
"Maryland Corporation Law"). We express no opinion herein as to any other
laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms described in the Registration Statement and the Plan, will be validly
issued, fully paid and nonassessable.
This opinion letter has been prepared for your use in connection with
the filing of the Registration Statement on the date of this opinion letter
and speaks as of the date hereof. We assume no obligation to advise you of
any changes in the foregoing subsequent to the delivery of this opinion
letter.
<PAGE>
Board of Directors
McCormick & Company, Incorporated
March 5, 1998
Page 3
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the reference to this firm under the
caption "Legal Opinion" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
--------------------------
HOGAN & HARTSON L.L.P.
