SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported):
January 31, 2001
McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)
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)
Registrant's telephone number, including area code: (410) 771-7301
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On January 31, 2001, we sold $150,000,000 of our 6.40% medium-term notes
due February 1, 2006 (the "6.40% Medium-Term Notes") and $150,000,000 of our
6.80% medium-term notes due February 1, 2008 (the "6.80% Medium-Term Notes") in
underwritten public offerings. We received approximately $148,801,500 in
net proceeds (before expenses) from the offering of the 6.40% Medium-Term
Notes and approximately $149,004,000 in net proceeds (before expenses) from
the offering of the 6.80% Medium-Term Notes.
The offerings were made pursuant to Pricing Supplements dated
January 26, 2001 and filed with the SEC on January 31, 2001 pursuant to Rule
424(b) under the Securities Act of 1933, as amended, as part of our universal
shelf registration statement on Form S-3 (Reg. No. 333-46490).
Copies of the (1) Distribution Agreement, dated January 23, 2001,
between McCormick and Goldman, Sachs & Co., (2) Terms Agreement, dated
January 26, 2001, among McCormick and the Agents named therein, (3) global
6.40% medium-term note due 2006, (4) global 6.80% medium-term note due 2008,
(5) Indenture, dated as of December 5, 2000, between McCormick and SunTrust
Bank, as trustee and (6) Opinion of Hogan & Hartson L.L.P. regarding the
legality of the 6.40% Medium-Term Notes and the 6.80% Medium-Term Notes are
enclosed as Exhibits 1.1, 1.2, 4.1, 4.2, 4.3 and 5, respectively, to this
Current Report on Form 8-K, and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.1 Distribution Agreement, dated January 23, 2001, between
McCormick and Goldman, Sachs & Co.
1.2 Terms Agreement, dated January 26, 2001, among McCormick and
the Agents named therein.
4.1 Indenture, dated December 5, 2000, between McCormick and
SunTrust Bank, as trustee.
4.2 Global 6.40% medium-term note due 2006.
4.3 Global 6.80% medium-term note due 2008.
5 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
6.40% Medium-Term Notes and the 6.80% Medium-Term Notes
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: February 27, 2001 By: /s/ Christopher J. Kurtzman
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Christopher J. Kurtzman
Vice President & Treasurer
EXHIBIT INDEX
1.1 Distribution Agreement, dated January 23, 2001, between McCormick and
Goldman, Sachs & Co.
1.2 Terms Agreement, dated January 26, 2001, among McCormick and the Agents
named therein.
4.1 Indenture, dated December 5, 2000, between McCormick and SunTrust Bank,
as trustee.
4.2 Global 6.40% medium-term note due 2006.
4.3 Global 6.80% medium-term note due 2008.
5 Opinion of Hogan & Hartson L.L.P. regarding the legality of the 6.40%
Medium-Term Notes and the 6.80% Medium-Term Notes