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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
McCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland
(State of incorporation or organization)
52-0406290
(I.R.S. Employer Identification Number)
18 Loveton Circle
Sparks, Maryland 21152
410-771-7301
(Address of principal executive offices)
The Commission is requested to send copies of all communications to:
Robert W. Skelton
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Common Stock Non-Voting, New York Stock Exchange
Without Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The capital stock of McCormick & Company, Incorporated (the "Corporation" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock Non-Voting, without par value.
Set forth below are excerpts from the Charter of the Corporation, which
provides the information required to be furnished.
TOTAL AMOUNT OF THE AUTHORIZED CAPITAL STOCK OF THE CORPORATION:
Thirty Thousand (30,000) shares of five percent Preferred Stock of the par
value of $100 each;
One Hundred Sixty Million (160,000,000) shares of Common Stock, which Common
Stock is without any fixed par value; and
One Hundred Sixty Million (160,000,000) shares of Common Stock Non-Voting,
which Common Stock Non-Voting is without any fixed par value.
There are no shares of Preferred Stock which are issued or outstanding. As of
March 31, 1999, there were 9,460,850 shares of Common Stock, and
62,012,035 shares of Common Stock Non-Voting which are issued and outstanding.
DESCRIPTION OF THE PREFERRED STOCK
(a) DIVIDENDS. The holders of the Preferred Stock are entitled to receive
when and as declared by the Board of Directors, out of the surplus or net
profits of the Corporation, dividends at the rate of, but not exceeding, five
percent per annum payable semiannually. The semiannual dividend on the
Preferred Stock shall be declared and paid or set apart before any dividends
on the common stock shall be declared, paid or set apart; and the dividends
on the Preferred Stock are cumulative so that if in any year or years
dividends amounting to the full five percent shall not have been paid on the
Preferred Stock, the deficiency shall be paid before any dividend shall be
thereafter paid upon, declared or set apart for the common stock. The
Preferred Stock shall under no circumstances be entitled to receive more than
five percent per annum cumulative dividends payable semiannually, and shall
not be entitled to participate in any other additional dividends, earnings or
profits, nor in any stock dividends or subscriptions to additional common
stock. After the dividends on the Preferred Stock for all past semiannual
dividend periods shall have been paid and the dividend on the outstanding
Preferred Stock for the then current semiannual dividend period shall have
been paid or declared, and a sum sufficient for the payment thereof set
apart, thereafter dividends may be paid or set apart for the payment on the
common stock.
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(b) LIQUIDATION. In the event of any liquidation, dissolution, or winding up
of the Corporation (whether voluntary or involuntary), or upon any
distribution of the capital thereof among the stockholders, the holders of
the Preferred Stock are entitled to be paid in full for the whole par value
of their shares of stock, and all dividends accumulated and unpaid thereon
before any amount shall be paid to the holders of the common stock.
(c) REDEMPTION. The 5 percent Preferred Stock is redeemable at the
Corporation's option in whole or in part at $105.00 per share plus accrued
dividends upon the giving of thirty days' notice by mail to such stockholders
of the intention of the Corporation to make such redemption. In the case of
the redemption of a part only, the particular shares to be redeemed shall at
the option of the Board of Directors be selected pro rata or by lot, or in
such other manner as the Board of Directors may determine.
(d) PURCHASE. The Corporation shall itself also have power to purchase any of
its shares of Preferred Stock outstanding at a price not exceeding the
redemption price thereof.
(e) VOTING POWER. The holders of the Preferred Stock shall have no voting
power unless and until the Corporation shall make default in the payment of
four successive semiannual installments of dividend. But on the happening of
such event, the Preferred Stock shall then have the exclusive voting power
and the common stock shall have no voting power until any and all defaults
with regard to the payments of dividends are made good when the exclusive
voting power shall shift from the Preferred Stock to the common stock; and so
on from time to time. But the holders of the Preferred Stock shall always be
entitled to receive notice of and attend all stockholders' meetings.
(f) CERTAIN RESTRICTIONS. Without consent of the holders of at least
two-thirds of the Preferred Stock then outstanding, the Corporation shall not
(1) authorize the issuance of any stock with preference equal or superior to
those of the Preferred Stock, or increase the amount of the Preferred Stock;
or (2) dispose of its assets as an entirety.
DESCRIPTION OF THE COMMON STOCK
There are two classes of common stock. These two classes are:
(a) One class is Common Stock and is in the amount of One Hundred
Sixty Million (160,000,000) shares. This class has the sole and exclusive
voting rights and powers except (1) as set forth above under the heading
"Preferred Stock," Subparagraph "Voting Power," and (2) as set forth in
Subparagraph (c) of this paragraph; subject, however, to the provisions set
forth in Subparagraph (b) of this paragraph.
(b) (1) From and after the date any person first becomes a
Substantial Stockholder (as defined in clause (2)(H) of this Subparagraph)
until such time as such person shall cease to be a Substantial Stockholder,
the shares of Common Stock beneficially owned by the Substantial
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Stockholder shall have limited voting rights on any matter requiring their
vote or consent. The voting rights are limited as follows:
(A) The Substantial Stockholder (or the record
owner(s) thereof) is entitled to one vote for each share beneficially owned
by the Substantial Stockholder not in excess of 10% of the then issued and
outstanding shares of Common Stock.
(B) For all shares of Common Stock beneficially
owned by the Substantial Stockholder in excess of 10% of the then issued and
outstanding shares of Common Stock, the Substantial Stockholder (or the
record owner(s) thereof) shall not be entitled to cast any votes in respect
of such shares and such shares are deducted from the total number of shares
of Common Stock outstanding for purposes of determining the proportion of
Common Stock required to approve a matter submitted for stockholder approval
or to constitute a quorum. To the extent that the Substantial Stockholder is
comprised of more than one record owner, the aggregate voting power of the
Substantial Stockholder (or such record owners) so limited for all shares of
Common Stock beneficially owned by the Substantial Stockholder shall be
allocated proportionately among such record owners. For each such record
owner, this allocation shall be accomplished by multiplying the aggregate
voting power of the then outstanding shares of Common Stock beneficially
owned by the Substantial Stockholder by a fraction whose numerator is the
number of shares of Common Stock owned of record by such record owner and
whose denominator is the total number of shares of Common Stock beneficially
owned by the Substantial Stockholder. A person who is a record owner of
shares of Common Stock that are beneficially owned simultaneously by more
than one person shall have, with respect to such shares, the right to cast
the least number of votes that such person would be entitled to cast under
this Subparagraph (b) by virtue of such shares being so beneficially owned by
any of such persons.
(2) For purposes of this Subparagraph (b), the following
words have the meanings indicated:
(A) "Affiliate," including the term "Affiliated
Person," means a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, a specified person, and includes all Associates of such person.
(B) "Associate," when used to indicate a
relationship with any person, means:
(1) Any corporation or organization (other
than the Corporation or a Subsidiary of the Corporation) of which such person
is an officer, director, or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity securities;
(2) Any trust or other estate in which such
person has a substantial beneficial interest or as to which such person
serves as trustee or in a similar fiduciary capacity; and
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(3) Any relative or spouse of such person,
or any relative of such spouse, who has the same home as such person or who
is a director or officer of any corporation controlling, under common control
with or controlled by such person or of any of its affiliates.
(C) "Beneficial Owner," when used with respect to
any Common Stock, means a person:
(1) That, individually or with any of its
Affiliates, beneficially owns Common Stock, directly or indirectly; or
(2) That, individually or with any of its
Affiliates, has:
(i) The right to acquire Common Stock
(whether such right is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement, or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise; or
(ii) The right to vote Common Stock
pursuant to any agreement, arrangement, or understanding; or
(3) That has any agreement, arrangement, or
understanding for the purpose of acquiring, holding, voting, or disposing of
Common Stock with any other person that beneficially owns, or whose
Affiliates beneficially own, directly or indirectly, such shares of Common
Stock; PROVIDED, HOWEVER, that for purposes of the definition of Beneficial
Owner and beneficial ownership, (i) no director, officer or employee of the
Corporation or any Subsidiary (nor any Affiliate of any such director,
officer or employee) shall solely by reason of any or all of such directors,
officers or employees acting in their capacities as such (including, without
limitation, communicating with a stockholder by reason of the Board of
Directors of the Corporation determining to recommend or oppose any proxy
solicitation or any offer or any attempt to cause a change in control of the
Corporation or the public disclosure of such determination by the Board of
Directors) be deemed, for any purposes hereof, to beneficially own any shares
of Common Stock beneficially owned by any other such director, officer,
employee or stockholder (or any Affiliate thereof), (ii) in the case of any
employee stock ownership or similar plan of the Corporation or of any
Subsidiary heretofore or hereafter adopted in which the beneficiaries thereof
possess the right to vote or to direct the voting of shares of Common Stock
held by such plan, no such plan, any entity organized, appointed or
established by the Corporation or any Subsidiary for or pursuant to any plan,
nor any trustee or any member of an administrative committee or any other
representative with respect thereto (nor any Affiliate of such trustee,
administrative committee member or other such representative), solely by
reason of such capacity of such trustee, administrative committee member or
other such representative, shall be deemed, for any purposes hereof, to
beneficially own any shares of Common Stock held under any such plan, (iii) a
person shall not be deemed a beneficial owner of Common Stock solely by
reason of a revocable proxy granted for a particular meeting of shareholders,
pursuant to a public solicitation of proxies for such meeting complying with
applicable rules of the Securities and Exchange Commission or any successor
administrative body, with respect to shares of which neither such
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person nor any Affiliate of such person is otherwise deemed the beneficial
owner, and (iv) a person shall not be deemed a beneficial owner of Common
Stock solely by reason of Common Stock being tendered pursuant to a tender or
exchange offer made by such person or such person's Affiliates until such
tendered Common Stock is accepted for purchase or exchange.
(D) "Common Stock" means the 160,000,000
authorized shares of capital stock (the "Common Stock") of the Corporation
entitled to vote generally in the election of directors and does not mean the
160,000,000 authorized shares of Common Stock Non-Voting.
(E) "Control", including the terms "controlling",
"controlled by" and "under common control with", means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise, and the beneficial ownership of 10% or
more of the votes entitled to be cast by a corporation's voting stock creates
a presumption of control.
(F) A "person" shall mean any individual, firm,
partnership, corporation or other entity.
(G) "Subsidiary" means any corporation of which
voting stock having a majority of the votes entitled to be cast is owned,
directly or indirectly, by the Corporation.
(H) "Substantial Stockholder" shall mean any
person, other than the Corporation or any Subsidiary, who or which is the
beneficial owner, directly or indirectly, of 10% or more of the outstanding
shares of Common Stock (determined solely on the basis of the total number of
shares so beneficially owned and without giving effect to the number or
percentage of votes entitled to be cast in respect of such shares) in
relation to the total number of shares of Common Stock issued and outstanding.
(3) For purposes of computing the percentage beneficial
ownership of shares of Common Stock of a person in order to determine whether
such person is a Substantial Stockholder, the outstanding shares of Common
Stock shall be deemed to include shares of Common Stock which may be issuable
(except pursuant to clause (7) of this Subparagraph (b)) by the Corporation
pursuant to any agreement, or upon the exercise of conversion rights,
warrants, or options or otherwise and which are deemed owned by such person
through application of the definition of Beneficial Owner but shall not
include any other shares of Common Stock which may be issuable by the
Corporation to others pursuant to any agreement, or upon exercise of
conversion rights, warrants or options, or otherwise. For all other purposes,
the outstanding shares of Common Stock shall include such shares then
outstanding and shall not include any shares of Common Stock which may be
issuable by the Corporation pursuant to any agreement, or upon the exercise of
conversion rights, warrants or options, or otherwise.
(4) The Board of Directors shall have the power to
determine for the purposes of this Subparagraph (b) on the basis of
information known to them, (i) the number of shares of Common Stock
beneficially owned by any person, (ii) whether a person is an Affiliate or
Associate of another, (iii) whether a person has an agreement, arrangement or
understanding with
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another, (iv) the redemption price as provided for in clause (8) below,
and/or (v) any other factual matter relating to the applicability or effect
of this Subparagraph (b).
(5) The Corporation shall have the right to demand that any
person who it is reasonably believed is a Substantial Stockholder (or holds
of record shares of Common Stock beneficially owned by a person reasonably
believed to be a Substantial Stockholder) supply the Corporation with
complete information as to (i) the record owner(s) of all shares of Common
Stock and Common Stock Non-Voting beneficially owned by such person, (ii) the
number of, and class of, shares beneficially owned by such person and held of
record by each such record owner and the number(s) of the stock
certificate(s) evidencing such shares, (iii) each date or dates on which such
person or the record owner(s) of such shares purchased the shares and (iv)
any other factual matter relating to the applicability or effect of this
Subparagraph (b) as may reasonably be requested of such person, and such
person shall furnish such information within 10 days after the receipt of
such demand.
(6) Except as otherwise provided by law or as expressly
provided in this clause (6), the presence, in person or by proxy, of the
holders of record of shares of capital stock of the Corporation entitling the
holders thereof to cast a majority of the votes (after giving effect, if any,
to the provisions of this Subparagraph (b)) entitled to be cast by the
holders of shares of capital stock of the Corporation entitled to vote shall
constitute a quorum at all meetings of the shareholders, and every reference
in the Charter to a majority or other proportion of capital stock (or the
holders thereof) for purposes of determining any quorum requirement or any
requirement for shareholders' consent or approval shall be deemed to refer to
such majority or other proportion of the votes (or the holders thereof) then
entitled to be cast in respect of such capital stock.
(7) All outstanding shares of Common Stock Non-Voting shall
automatically, without any further act or deed on the part of the Corporation
or any other person, be converted into shares of Common Stock on a
share-for-share basis at such time (the "Conversion Date") as any Substantial
Stockholder beneficially owns shares of Common Stock which entitle such
Substantial Stockholder (after giving effect to the provisions of this
Subparagraph (b) other than the conversion contemplated by this clause (7))
to cast more than 50% of the votes entitled to be cast by the holders of the
then outstanding shares of Common Stock. In the event of an automatic
conversion of Common Stock Non-Voting pursuant to this clause (7),
certificates formerly representing shares of Common Stock Non-Voting will
thereafter be deemed to represent a like number of shares of Common Stock.
Effective as of the Conversion Date, the provisions of the Charter which
provide for the establishment and terms and rights of the Common Stock
Non-Voting shall, without any further action of the Board of Directors or
stockholders of the Corporation or any other person, be of no further force
or effect.
(8) At any time after the Board of Directors determines
that a person is a Substantial Stockholder (the "Determination Date") until
the date on which (i) such person is no longer a Substantial Stockholder or
(ii) such person beneficially owns more than 90% of the then outstanding
shares of each class of common stock of the Corporation, the Corporation
shall have the right to redeem from the record owner or owners, at any time
or from time to time, all or a
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portion of the shares of Common Stock and Common Stock Non-Voting
beneficially owned by the Substantial Stockholder. The Corporation shall
exercise the right of redemption by written notice (the "Redemption Notice")
to the Substantial Stockholder, which notice shall be signed by the Chairman
of the Board, the President or any Vice President of the Corporation. During
the one year period commencing on the Determination Date, the redemption
price shall be the lesser of: (i) the average "market price" of shares of
Common Stock Non-Voting for each of the 30 trading days in which shares of
Common Stock Non-Voting shall have been traded immediately preceding the date
of the Redemption Notice, and (ii) the average "market price" of shares of
Common Stock Non-Voting for each of the 30 trading days in which shares of
Common Stock Non-Voting shall have been traded immediately preceding the date
on which the Substantial Stockholder first beneficially owned 5% or more of
the outstanding shares of Common Stock, such price to be adjusted for any
stock splits, stock dividends, recapitalizations or the like which occurred
between such date and the date of the Redemption Notice. Subsequent to the
expiration of the one year period commencing on the Determination Date, the
redemption price shall equal the price determined under clause (i) of the
immediately preceding sentence. The "market price" of shares of common stock
(whether Common Stock or Common Stock Non-Voting) shall mean the closing bid
price of the shares of Common Stock Non-Voting, as published by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), (or
such other quotation system of a national securities association then being
used, or if the shares are then traded on a national securities exchange, the
last sale price regular way thereafter as reported in the consolidated
transaction reporting system for the shares listed or traded on such
exchange). All rights of the Substantial Stockholder as the beneficial owner
of shares of common stock (and all rights of the record owners) shall cease
as to the shares which are the subject of a redemption notice. Closing for
the purchase of the shares to be redeemed shall be made within forty-five
(45) days of the date of the redemption notice. If there is more than one
record owner of the shares of Common Stock beneficially owned by the
Substantial Stockholder, the Corporation shall, to the extent the Board of
Directors deems it practicable, redeem the shares of each such class to be
redeemed from each of the record owners on a pro rata basis based on the
total number of shares of the class to be redeemed owned by each such record
owner.
(9) Any determinations made by the Board of Directors
pursuant to this Subparagraph (b) in good faith on the basis of such
information and assistance as was then reasonably available for such purpose
shall be conclusive and binding upon the Corporation and its shareholders,
including any Substantial Stockholder.
(10) Nothing contained in this Subparagraph (b) shall be
construed to relieve any Substantial Stockholder from any fiduciary
obligation imposed by law.
(11) Any amendment, alteration, change or repeal of this
Subparagraph (b) shall, in addition to any other vote or approval required by
law or the Charter, require (i) the affirmative vote of the holders of at
least 80% of the total number of votes entitled to be cast by the holders of
all of the then outstanding shares of Common Stock (as determined in
accordance with the provisions of this Subparagraph (b)), voting as a single
class, and (ii) the affirmative vote of the holders of at least 80% of the
then outstanding shares of Common Stock Non-Voting, voting as a separate
class.
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(12) Notwithstanding anything to the contrary in the Charter,
in the event that, as a result of the enactment in the future of any law, rule
or regulation binding upon the Corporation, the shares of Common Stock
Non-Voting will become ineligible to be quoted and will cease to be quoted by
NASDAQ or any successor entity and upon such quote cessation will not be listed
or admitted to trading on any national securities exchange solely due to the
vote limitations contained in clause (1) of this Subparagraph (b), such
determination to be made by the Board of Directors of the Corporation, the
provisions of the Charter providing for the vote limitation on the votes
entitled to be cast by a Substantial Stockholder shall, without further action
or deed by the Corporation, its directors or stockholders or any other person,
be of no further force or effect, effective as of the latest date on which such
law, rule or regulation permits or requires such a provision to become
ineffective, to the extent necessary in order for the Common Stock Non-Voting to
remain eligible for quotation on NASDAQ or any successor entity or be eligible
for listing on any national securities exchange.
(c) The other class is Common Stock Non-Voting, and is in the amount
of One Hundred Sixty Million (160,000,000) shares of Common Stock Non-Voting.
Each share of the One Hundred Sixty Million (160,000,000) shares of Common
Stock Non-Voting shall have exactly the same rights, terms and conditions as
each share of the One Hundred Sixty Million (160,000,000) shares of Common
Stock, except that the One Hundred Sixty Million (160,000,000) shares of
Common Stock Non-Voting shall have no voting rights, except the Common Stock
Non-Voting shall have the right to vote on: (1) a consolidation of the
Corporation with another corporation, (2) a merger of the Corporation into
another corporation, (3) a merger of the Corporation where the Corporation is
the surviving corporation but the capital stock of the Corporation is
converted into other securities or property, (4) a participation by the
Corporation in a statutory share exchange whereby the capital stock of the
Corporation is converted into other securities or property, (5) a dissolution
of the Corporation, (6) a sale of all or substantially all of the assets of
the Corporation not in the ordinary course of business, and (7) any amendment
of the Charter repealing the right of the Common Stock Non-Voting to vote on
any of the matters specified in this Subparagraph. As to all matters on which
the Common Stock Non-Voting is entitled to vote, the Common Stock Non-Voting
shall vote separately as one class, and the Common Stock shall vote
separately as another class. The right of the Common Stock Non-Voting to vote
cannot be repealed except by (a) the affirmative vote of the holders of a
majority of the outstanding shares of the Common Stock Non-Voting, voting
separately as one class, and (b) the affirmative vote of the holders of a
majority of the total number of votes entitled to be cast by the holders of
all the outstanding shares of the Common Stock (after taking into account the
provisions of Subparagraph (b) immediately preceding this Subparagraph (c)),
voting separately as another class. The provisions of this Subparagraph (c)
providing that the Common Stock and the Common Stock Non-Voting vote as
separate classes cannot be amended, altered, changed or repealed except by
(i) the affirmative vote of the holders of at least 80% of the total number
of votes entitled to be cast by the holders of all the then outstanding
shares of Common Stock (after taking into account the provisions of
Subparagraph (b) immediately preceding this Subparagraph (c)), voting
separately as one class, and (ii) the affirmative vote of the holders of at
least 80% of the total number of votes entitled to be cast by the holders of
all of the then outstanding shares of Common Stock Non-Voting, voting
separately as another class. The rights granted to Common Stock
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Non-Voting are not a limitation of any kind upon the sole and exclusive
voting rights and powers of the Common Stock except in the limitations before
set forth.
DIVIDENDS: Both classes of stock shall be entitled to such dividends as may
be declared by the directors from time to time out of the surplus or profits
of the Corporation after providing for dividends on the Preferred Stock.
PREFERENTIAL RIGHTS/SUBSCRIPTION RIGHTS: No holder of stock of the
Corporation of whatever class, shall have any preferential right of
subscription to any shares of any class, or to any security convertible into
shares of stock of the Corporation, nor any right of subscription to any
thereof, nor any right to subscription or purchase of any Treasury stock or
unissued stock, other than such right, if any, that the Board of Directors in
its discretion may determine, and at such prices as the Board of Directors in
its discretion may fix.
CERTAIN AMENDMENT RIGHTS: The Corporation reserves the right from time to
time to make any amendments to the Charter which may now or hereafter be
authorized by law, including any amendments changing the terms or contract
rights as expressly set forth in the Charter, of any of its outstanding
capital stock by classification, reclassification or otherwise, and,
notwithstanding any provision of law requiring the authorization of any
action by a greater proportion than a majority of all the votes entitled to
be cast, the vote of the holders of a majority of all the votes entitled to
be cast thereon shall be sufficient to authorize the adopting of such
amendments unless there is a specific condition to the contrary contained in
the Charter.
ADDITIONAL POWERS OF THE BOARD OF DIRECTORS: The Board of Directors shall
have the power, subject to any limitations or restrictions herein set forth,
or imposed by law, to classify or reclassify any unissued stock, whether now
or hereafter authorized, by fixing or altering, in any one or more specified
respects, from time to time, before the issuance of said stock, the
preferences, voting powers, restrictions and qualifications on, the fixed
annual dividends on, and the time and prices of redemption of said stock.
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ITEM 2. EXHIBITS
The foregoing description of the capital stock of the Registrant does not
purport to be complete and is qualified in its entirety by reference to the
Charter of the Registrant, which is an Exhibit to this Registration Statement
and is incorporated in this summary description by reference.
All exhibits required by the instruction as to exhibits will be supplied to
the New York Stock Exchange.
Articles of Incorporation and By-Laws
<TABLE>
<S> <C>
Restatement of Charter of Incorporated by reference from Registration
McCormick& Company, Incorporated Form S-8, Registration No. 33-39582 as filed
dated April 16, 1990 with the Securities and Exchange Commission
on March 25, 1991.
Articles of Amendment to Incorporated by reference from Registration
Charter of McCormick & Company, Form S-8 Registration Statement No. 33-59842
Incorporated dated April 1, 1992 as filed with the Securities and Exchange
Commission on March 19, 1993.
By-laws of McCormick & Company, Incorporated by reference from Registrant's
Incorporated - Restated and Amended Form 10-Q for the quarter ended May 31, 1996
as of June 17, 1996 as filed with the Securities and Exchange Commission
on July 12, 1996.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
McCORMICK & COMPANY, INCORPORATED
By: ROBERT J. LAWLESS
Robert J. Lawless
Chairman, President and Chief Executive Officer
Date: April 26, 1999
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