<PAGE>
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
-----------------------
Date of Report (Date of earliest event reported):
August 31, 2000
McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Maryland 0-748 52-0408290
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
18 Loveton Circle
Sparks, Maryland 21152
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (410) 771-7301
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On August 31, 2000, McCormick France, S.A.S., a subsidiary of the
Registrant, acquired one hundred percent (100%) of the share capital of Ducros,
S.A. ("Ducros") and Sodis, S.A.S. ("Sodis") from Eridania Beghin-Say, S.A.
("EBS"). Ducros is a manufacturer and marketer of consumer spices and herbs and
dessert aid products in France and other European countries; Sodis manages the
racking and merchandising of the Ducros products in supermarkets and
hypermarkets, and manages a warehouse situated in Gennevilliers, France. The
purchase price for the stock of Ducros and Sodis was 2.75 billion French Francs
(equivalent to approximately Euro 419 million and US$379 million). A copy of the
Stock Purchase Agreement between Registrant and EBS is attached hereto as an
exhibit.
Approximately US$370 million of the purchase price was financed through
6.72% commercial paper notes issued by the Registrant on August 29, 2000 to
certain institutional buyers under Section 4(2) of the Securities Act of 1933.
The commercial paper notes have maturities ranging from 27 to 31 days. The
balance of the purchase price (approximately US$9 million) was funded by the
Registrant from internally generated funds. It is the intention of the
Registrant to replace the commercial paper notes with notes issued under a
medium term note program to be registered in September 2000 with the Securities
and Exchange Commission under Form S-3.
(b) In France, Ducros has facilities for the manufacture, packaging and
storage of spices, herbs and dessert aid products, as well as headquarters,
sales and marketing, and research & development facilities. There are sales and
marketing facilities in Belgium, Italy, Portugal, Poland and Spain. There are
also smaller production facilities in Portugal, Spain and Albania. The
Registrant intends to continue such use of virtually all of the facilities after
the acquisition.
(c) The Ducros business was founded in 1963 and is headquartered in
France. Ducros is the world's second largest manufacturer of consumer spices and
herbs. Ducros also is a leading manufacturer and distributor of dessert aid
products. Ducros sells its products primarily under the Ducros [Registered
Trademark], Vahine [Registered Trademark], Malile [Registered Trademark] and
Margao [Registered Trademark] brand names in France and/or other European
countries.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) & (b) The financial information on Ducros and Sodis will be filed
not later than November 14, 2000, as permitted in paragraph (a)(4) of this Item.
(c) Exhibits.
2. Stock Purchase Agreement
99. Press Release, dated August 31, 2000
<PAGE>
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
McCORMICK & COMPANY, INCORPORATED
Date: September 14, 2000 By: /s/ Robert W. Skelton
----------------------------------
Robert W. Skelton
Vice President, General Counsel
& Secretary
