PROSPECTUS
MCCORMICK & COMPANY, INCORPORATED
COMMON STOCK 250,000 SHARES
COMMON STOCK NON-VOTING 750,000 SHARES
INVESTOR SERVICES PLAN, AS AMENDED
McCormick & Company, Incorporated (the "Company") hereby offers
participation in its Investor Services Plan, as amended (the "Plan"). This
prospectus replaces the previous prospectus dated June 15, 1998 regarding the
Investor Services Plan. The Plan retains the benefits of the existing Investor
Services Plan and adds additional features that are described below. Shareowners
of record who are currently participating in the Company's existing Investor
Services Plan will automatically become participants in the Plan without any
further action on their part.
If you do not currently own shares of McCormick stock, you may purchase
shares of Common Stock Non-Voting by investing a minimum of $250, subject to
Plan limitations. Once you become a participant in the Plan, you may purchase
additional shares of the same class or classes of the Company's common stock as
may be owned by you by reinvesting your dividends or making cash payments.
If you are a current shareowner of Common Stock Non-Voting or Common
Stock, you may participate in the Plan by completing a Plan Authorization Form.
If you are a beneficial owner of shares held by a broker or other custodial
institution for your account, you are not eligible to participate in the Plan
until you become a shareowner of record by either withdrawing the shares from
your brokerage account and registering the shares in your own name or by
enrolling in the Plan the same way as a new shareowner.
The shares issued under the Plan may be new issue shares or open market
purchases. The price of new issue shares is the average of the high and low
price carried out to four decimal places, of the Common Stock Non-Voting, as
reported by the New York Stock Exchange (the "NYSE") on the applicable
investment date or, if the NYSE is closed on the investment date, on the next
business day the NYSE is open. The price of shares of Common Stock Non-Voting
and Common Stock purchased on the open market or in negotiated transactions is
the weighted average price of the shares of Common Stock Non-Voting actually
purchased for the applicable investment date.
A number of changes have been made to the existing Investor Services
Plan and accordingly, all current and prospective participants are encouraged to
read this Prospectus in its entirety. Among other things, the administrator of
the Plan has changed to Wells Fargo Bank Minnesota, N.A., and shares will be
purchased weekly. These changes and others are described throughout this
Prospectus.
Shares of Common Stock Non-Voting offered under the Plan to persons who
are not currently shareowners of McCormick & Company, Incorporated are offered
through Wells Fargo Investments, LLC, a registered broker/dealer.
PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND RETAIN IT
FOR YOUR FUTURE REFERENCE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS DECEMBER 1, 2001
TABLE OF CONTENTS
PAGE
-----
Purpose ..................................................... 1
Features .................................................... 1
Considerations .............................................. 1
Administration .............................................. 2
Plan Forms .................................................. 2
Eligibility ................................................. 3
Enrollment and Participation ................................ 3
Dividend Reinvestment ....................................... 3
Reinvestment Options ........................................ 3
Cash Investments ............................................ 4
Purchase of Shares .......................................... 5
Investment Dates ............................................ 6
Brokerage Commission, Service Fees and Other Costs .......... 6
Account Statements .......................................... 6
Share Certificates .......................................... 7
Telephone Transactions ...................................... 7
Share Safekeeping ........................................... 7
Share Transfers Within Plan ................................. 8
Sale of Shares .............................................. 8
Termination ................................................. 8
Other Information ........................................... 9
Federal Income Tax Information .............................. 10
Federal Income Tax Consequences ............................. 11
Dividends Subject to Withholding ............................ 11
Use of Proceeds ............................................. 11
Governing Law ............................................... 11
Legal Opinion ............................................... 12
Experts ..................................................... 12
Available Information ....................................... 12
Documents Incorporated by Reference ......................... 13
i
PURPOSE
The Plan provides individuals who enroll ("Participants") with a
convenient and affordable method of systematically increasing their ownership
interest in the Company through purchases of Common Stock Non-Voting
("Non-Voting Stock") or Common Stock ("Voting Stock") depending on the class of
stock you own (the term "Stock" shall refer to both classes of the Company's
stock). You may also reinvest your cash dividends in additional shares of the
class of stock you own.
SUMMARY OF FEATURES
OPEN TO NEW SHAREOWNERS -- If you do not currently own shares of Stock,
you may become a Participant in the Plan through a purchase of Non-Voting Stock
by paying an account set-up fee of $10 and making an initial investment of at
least $250.
OPTIONAL CASH INVESTMENTS -- You may make optional cash investments in
the class of Stock you own, a minimum of $50 per investment up to the limits set
forth on the Plan forms. Optional cash investments may be made by automatic
monthly electronic funds transfer or by check or money order at weekly or less
frequent intervals, as you desire.
AUTOMATIC REINVESTMENT OF DIVIDENDS -- Cash dividends paid on all or a
specified percentage of shares of Stock may be automatically reinvested in
additional shares of the class of Stock you own.
FULL INVESTMENT OF PLAN FUNDS -- Funds invested in the Plan are fully
invested through the purchase of fractional shares, as well as full shares. Cash
dividends on fractional shares may be reinvested in additional shares of the
class of Stock you own.
TELEPHONE TRANSACTIONS -- You may establish telephone privileges for
your Plan account, enabling you to execute certain Plan orders by phone.
SHARE SAFEKEEPING -- You may deposit for safekeeping certificates
representing shares of Stock, whether or not the shares were issued under the
Plan, at no cost to you.
ACCOUNT STATEMENTS -- Account statements detailing your Plan activities
are mailed to you following each Plan transaction.
CONSIDERATIONS
You should consider the following prior to participating in the Plan:
BROKERAGE COMMISSION -- Participants pay a brokerage commission of $.05
for each share of Stock purchased for their Plan account in open market
transactions. The Company expects that generally all Plan purchases will be
effected in open market transactions. Participants pay a brokerage commission of
$.10 for each share sold through the Plan.
SERVICE FEES -- You will pay a service fee of $10 in conjunction with
each sale of Plan shares.
INVESTMENT TIMING/PRICE RISKS -- Shares are purchased and sold for the
Plan on specified dates or during specified periods. As a result, you do not
have any control over the price at which shares are purchased or sold
1
for your account, and you may pay a higher purchase price or receive a lower
sales price than if you had purchased or sold the shares, as the case may be,
outside of the Plan. You bear the risk of fluctuations in the price of Stock.
NO INTEREST PAID PENDING INVESTMENT -- No interest is paid on optional
cash investments pending investment in Stock.
ADMINISTRATION
As of the date of this prospectus, administration of the Plan is
handled by Wells Fargo Shareowner Services, a division of Wells Fargo Bank
Minnesota, N.A. (the "Plan Administrator"). The Plan Administrator is
responsible for receiving initial and optional cash investments from
Participants, forwarding funds received from or on behalf of Participants to a
registered broker/dealer for purchases of Stock, issuing statements to
Participants of their Plan account activities and performing certain other
administrative duties related to the Plan. Participants may contact the Plan
Administrator by writing to:
McCormick & Company, Inc.
c /o Wells Fargo Shareowner Services
P.O. Box 64863
St. Paul, MN 55164-0863
or by telephoning the Plan Administrator toll free at (800) 468-9716 between
7:00 a.m. and 7:00 p.m., Central Time, on any business day. Written
communications may also be sent to the Plan Administrator by facsimile at (651)
552-6999. E-mail contact may be made through the Plan Administrator's website:
http://www.wellsfargo.com/com/shareowner_services.
The Plan Administrator is responsible for purchasing and selling shares
of Stock for Participants' Plan accounts, including the selection of the broker
or dealer through which Plan purchases and sales are made. The Company has no
control over the times or prices at which the Plan Administrator effects
transactions on the open market or the selection of the broker or dealer used by
the Plan Administrator.
PLAN FORMS
PLAN AUTHORIZATION FORM -- A Plan Authorization Form is used to enroll
in the Plan and, at the time of enrollment, authorize electronic funds transfers
and telephone transaction privileges. A Plan Authorization Form is enclosed with
this Prospectus.
PLAN TRANSACTION FORM -- A Plan Transaction Form is used to make
optional cash investments, sell Plan shares, deposit share certificates and
terminate participation in the Plan. A Plan Transaction Form is attached to each
account statement mailed to Participants.
PLAN ELECTION FORM -- A Plan Election Form is used to change or
establish electronic funds transfer after enrollment, change record address,
make or change dividend reinvestment elections and establish telephone
transaction privileges.
You may obtain additional Plan forms by contacting the Plan
Administrator.
2
ELIGIBILITY
Any person or entity, whether or not currently a registered owner of
Stock, may participate in the Plan by enrolling in accordance with the
procedures described in the "Enrollment and Participation" section below. The
Company reserves the right to deny, modify, suspend or terminate participation
by any person or entity.
ENROLLMENT AND PARTICIPATION
You may enroll in the Plan at any time by completing a Plan
Authorization Form and returning it to the Plan Administrator at the address on
the form.
CURRENT SHAREOWNERS -- If you currently reinvest your dividends on
McCormick shares held in your name, you are already enrolled in the Plan. Other
current shareowners must complete a Plan Authorization Form to participate in
the Plan. If you are a beneficial owner of Stock whose only shares are held in a
name other than your own (e.g. held by brokers, trustees or bank nominees), you
must either (a) become a shareowner of record by having shares registered in
your name, or (b) become a shareowner of record by enrolling in the Plan in the
same manner as a new shareowner.
NEW SHAREOWNERS -- If you are not a registered owner of Stock, you must
complete a Plan Authorization Form and pay a one-time account set-up fee of $10.
You must also make an initial cash investment of $250 to purchase Non-Voting
Stock and become a Participant.
DIVIDEND REINVESTMENT
As described below, by participating in the Plan, you may elect to have
all or a percentage of the cash dividends paid on your shares of Stock
automatically reinvested in the class of Stock you own on the dividend payment
date. THE PAYMENT OF DIVIDENDS ON STOCK IS AT THE DISCRETION OF THE BOARD OF
DIRECTORS OF MCCORMICK & COMPANY, INC.
REINVESTMENT OPTIONS
FULL DIVIDEND REINVESTMENT -- If you elect the "Full Dividend
Reinvestment" option on your Plan Authorization Form or Plan Election Form, the
Plan Administrator will reinvest in additional shares of the class of Stock you
own, all cash dividends paid on all shares of Stock then or subsequently held in
your name and on all shares of Stock then or subsequently held in your Plan
account, including fractional shares and shares purchased with optional cash
investments made under the Plan.
PARTIAL DIVIDEND REINVESTMENT -- If you elect the "Partial Dividend
Reinvestment" option on your Plan Authorization Form or Plan Election Form, you
must select the percentage, in increments of 10%, of your dividends to be
reinvested. The Plan Administrator will reinvest in additional shares of the
class of Stock you own, that percentage of dividends paid on all shares of Stock
then or subsequently held in your name and on all shares of Stock then or
subsequently held in your Plan account, including fractional shares and shares
purchased with optional cash investments made under the Plan.
3
NO DIVIDEND REINVESTMENT -- If you elect the "No Dividend Reinvestment"
option, you will continue to receive, by check or direct deposit, cash dividends
paid on shares of Stock held in your name.
DIVIDEND PAYMENT DATES -- If the Plan Administrator receives your Plan
Authorization Form or Plan Election Form on or before the record date for a
particular dividend, dividend reinvestment will begin with respect to dividends
paid on the next dividend payment date. If the Plan Administrator receives your
Plan Authorization Form or Plan Election Form after the record date, dividend
reinvestment will not begin until the dividend payment date following the next
record date. Dividend record dates are usually the end of March, June, September
and December. Dividends on Stock have historically been paid at the end of
January, and the middle of April, July, and October.
CASH INVESTMENTS
INITIAL CASH INVESTMENT -- If you are not a registered owner of Stock,
you must include an initial cash investment of at least $250 with your completed
Plan Authorization Form to become a Participant. You must also pay a one-time
account set-up fee of $10. (See "Enrollment and Participation" above.) Initial
cash investments and payment of the account set-up fee must be made by check or
money order payable to "Wells Fargo Shareowner Services" in U.S. funds.
OPTIONAL CASH INVESTMENTS -- Participants may make optional cash
investments at any time for the class of Stock then owned by personal check,
money order or electronic funds transfer from a designated U.S. bank account.
Participants may vary their optional cash investment from a minimum of $50 per
investment for Non-Voting Stock or Voting Stock up to the maximums specified on
the Plan forms. Initial cash investments are included in the month in which they
are made for purposes of determining whether the maximum has been reached.
CHECK OR MONEY ORDER -- Optional cash investments made by check or
money order must be accompanied by a completed Plan Authorization Form or Plan
Transaction Form and received by the Plan Administrator no later than two
business days prior to an investment date for an initial cash investment and one
business day prior to an investment date for optional cash investments, to be
invested on that investment date; otherwise, optional cash investments are held
by the Plan Administrator for investment on the next investment date. Optional
cash investments made by check or money order should be payable to "Wells Fargo
Shareowner Services" in U.S. funds.
ELECTRONIC FUNDS TRANSFER -- In addition to making optional cash
investments by check or money order, Participants may authorize automatic
monthly electronic funds transfers from designated bank accounts. Participants'
bank accounts are debited on the 25th day of each month or, if that day is not a
business day, the next business day after the 25th. The funds will be invested
on the next investment date that is at least three business days after the day
your account is debited. Participants do not receive any confirmation of the
transfer of funds other than as reflected in their Plan account statement and in
their bank account statement.
To authorize electronic funds transfers, complete and sign the
"Automatic Cash Withdrawal and Investment" section of the Plan Authorization
Form or Plan Election Form and return it to the Plan Administrator at the
address on the form together with a voided blank check or deposit slip for the
account
4
from which funds are to be transferred. Your automatic funds transfers will
begin as soon as practicable after the Plan Administrator receives the form. You
may change the amount of your monthly transfer or terminate your monthly
transfer altogether by completing a Plan Election Form and returning it to the
Plan Administrator or by contacting the Plan Administrator toll free at (800)
468-9716. To be effective with respect to a particular investment date, the Plan
Administrator must receive your change or termination request at least fifteen
business days prior to the investment date.
REFUNDS OF INITIAL CASH INVESTMENTS AND OPTIONAL CASH INVESTMENTS --
Upon written request, the Plan Administrator will refund your initial cash
investment or any optional cash investment, provided your request is received by
the Plan Administrator at least two business days prior to the next investment
date which follows the receipt of the initial cash investment and/or optional
cash investments.
NO INTEREST IS PAID ON FUNDS HELD BY THE PLAN ADMINISTRATOR PENDING
THEIR INVESTMENT IN STOCK AND THEY DO NOT EARN DIVIDENDS PRIOR TO THEIR
INVESTMENT. ALL OPTIONAL CASH INVESTMENTS, INCLUDING THE INITIAL CASH
INVESTMENT, ARE SUBJECT TO COLLECTION BY THE PLAN ADMINISTRATOR OF FULL FACE
VALUE IN U.S. FUNDS.
PURCHASE OF SHARES
SOURCE OF SHARES -- Stock purchased by Participants under the Plan are
either new issue shares or shares purchased on the open market. All shares of
Stock in the Plan are registered under the Securities Act of 1933. In open
market transactions, the Plan Administrator purchases shares as soon as
practicable (but in no event more than 5 business days) after the applicable
investment date, subject to any waiting periods required under applicable
securities laws or stock exchange regulations. The Company determines the source
or sources of shares used to fulfill Plan requirements and, subject to certain
regulatory restrictions of the frequency with which it can change its
determination, may change such determination from time to time without notice to
Plan Participants.
PRICE OF SHARES -- The price per share of newly issued shares of Stock
purchased from the Company is the average of the high and low price, carried out
to four decimal places, of the Non-Voting Stock (as reported by the NYSE) on the
applicable investment date or, if the NYSE is closed on the investment date, on
the next business day the NYSE is open. The price of shares of Stock purchased
on the open market or in negotiated transactions is the weighted average price
of Non-Voting Stock at which the shares are actually purchased on the applicable
investment date. All purchases will be made within 5 business days of an
investment date. The Plan Administrator may in its discretion commingle
Participants' funds for the purpose of effecting purchase orders and may offset
purchase and sale orders to arrive at a net purchase or sale order. Because the
prices at which shares are purchased under the Plan are determined as of
specified dates or as of dates otherwise beyond the control of Participants,
Participants may lose any advantage otherwise available from being able to
select the timing of their investment.
5
INVESTMENT DATES
DIVIDEND REINVESTMENT -- Cash dividends are expected to be reinvested
on the applicable dividend payment date or, if the dividend payment date is not
a business day, the next business day following the dividend payment date.
OPTIONAL CASH INVESTMENTS -- Optional cash investments are expected to
be made on a weekly basis on (a) Tuesday or, if Tuesday is not a business day,
the next business day following Tuesday or (b) in any week in which a cash
dividend is paid, the dividend payment date or, if the dividend payment date is
not a business day, the next business day following the dividend payment date.
BROKERAGE COMMISSIONS, SERVICE FEES AND OTHER COSTS
ACCOUNT SET-UP -- If you are not a registered owner of Stock, you will
be charged a one-time account set-up fee of $10. The fee must be paid by check
or money order and is due at the time of enrollment. The fee is in addition to
the minimum initial cash investment and applies even if you authorize electronic
funds transfer investments.
BROKERAGE COMMISSION -- You will pay a brokerage commission of $.05 for
each share of Stock purchased and $.10 for each share sold from your Plan
account in open market transactions, even if a purchase or sale order is used to
offset another Plan order. Brokerage commissions payable with respect to Plan
purchases will be deducted from the amount invested on your behalf. Brokerage
commissions payable with respect to Plan sales will be deducted from the
proceeds payable to you.
SERVICE FEES -- You will pay a service fee of $10 in connection with
each sale of Plan shares. The service fee is in addition to brokerage
commissions and is deducted from the proceeds payable to you.
COMMISSIONS AND FEES SUBJECT TO CHANGE -- The Company may change from
time to time the amount of commissions and fees charged to Participants.
ACCOUNT STATEMENTS
The Plan Administrator maintains an account for each Participant and
sends account statements to each Participant as soon as practicable after each
quarterly dividend reinvestment and each weekly optional cash investment and
after any transfer, sale or withdrawal of Plan shares. The account statements
provide Participants with a record of their purchases and sales and should be
retained for tax purposes. If you elect the "No Dividend Reinvestment" option,
you will receive a statement only when there is a change in the number of shares
held for you by the Plan.
6
SHARE CERTIFICATES
Plan purchases are credited to each Participant's account and shown on
the Participant's account statement. Participants do not receive certificates
for their Plan shares unless requested. This protects against loss, theft or
destruction of stock certificates and reduces the Company's administrative costs
associated with the Plan. Participants may obtain certificates for some or all
full Plan shares at any time by submitting a Plan Transaction Form to the Plan
Administrator or contacting the Plan Administrator toll free at (800) 468-9716.
Any remaining full and fractional shares continue to be credited to
Participants' accounts. Certificates for fractional shares are not issued under
any condition.
TELEPHONE TRANSACTIONS
You may establish telephone privileges for your Plan account, enabling
you to execute the following Plan orders by telephone:
o Sell a portion or all of your Plan shares, if the current
market value of the shares to be sold is $25,000 or less.
o Request a portion or all of your full Plan shares.
o Change the amount of your monthly Electronic Funds Transfer.
o Change your reinvestment option. (Example: Change from full
reinvestment to partial reinvestment)
To establish telephone transaction privileges for your Plan account,
complete the Plan Authorization Form or Plan Election Form or call the Plan
Administrator at (800) 468-9716.
SHARE SAFEKEEPING
At any time beginning with enrollment in the Plan, Participants may
deposit with the Plan Administrator certificates representing shares of Stock,
whether or not the shares were acquired under the Plan, at no cost to the
Participants. To use this service, Participants must send their certificates to
the Plan Administrator with a properly completed Plan Authorization Form or Plan
Transaction Form. Shares represented by certificates deposited with the Plan
Administrator are credited to Participants' accounts and thereafter are treated
as if acquired under the Plan. Participants are responsible for maintaining
their own records of the cost basis of certificate shares deposited with the
Plan Administrator.
The Company strongly recommends that Participants use registered mail
to mail their certificates to the Plan Administrator, insuring the certificates
for 2% of the current market value of the shares represented thereby. In any
case, Participants bear the full risk of loss, regardless of the method used, in
the event the certificates are lost.
PARTICIPANTS SHOULD NOT ENDORSE THEIR CERTIFICATES PRIOR TO MAILING.
7
SHARE TRANSFERS WITHIN PLAN
Plan shares may also be transferred to a Plan account of another person
subject to compliance with any applicable laws. To do this, you must complete a
stock assignment form and return the completed stock assignment form to the Plan
Administrator. The signature of the transferring Participant on the stock
assignment form must be Medallion guaranteed by an eligible financial
institution. Stock assignment forms may be obtained from the Plan Administrator.
If the person to whom the shares are transferred is not a Participant in the
Plan, the Plan Administrator will automatically open an account for the person
and enroll him or her in the Plan. You may not pledge or grant a security
interest in Plan shares or transfer Plan shares outside of the Plan unless the
Plan Administrator has issued certificates representing the shares.
SALE OF SHARES
You may sell some or all of your Plan shares by submitting the
appropriate information on the Plan Transaction Form or by submitting a written
request to the Plan Administrator. If the current market value of the shares
requested to be sold is $25,000 or less, and you have previously authorized
telephone transactions, you may sell Plan shares by contacting the Plan
Administrator toll free at (800) 468-9716. If the shares are sold to the
Company, the proceeds received by you will be based on the average of the high
and low price, carried out to four decimal places, of the Non-Voting Stock (as
reported by the NYSE), less service fees and applicable transfer taxes. If the
shares are sold on the open market, the proceeds received by you will be based
on the weighted average price of Non-Voting Stock at which the shares were sold
less brokerage commissions, service fees and applicable transfer taxes. The Plan
Administrator may match or offset Participants' sales orders against one or more
purchase orders of other Participants in the Plan. If not offset, the Plan
Administrator executes the order on behalf of the Participant on the open market
or in negotiated transactions. After settlement of the sale, the Plan
Administrator will send you a check for the net proceeds of the sale.
SELLING PARTICIPANTS SHOULD BE AWARE THAT THE SHARE PRICE OF THE STOCK
MIGHT FALL OR RISE DURING THE PERIOD BETWEEN A REQUEST FOR SALE, ITS RECEIPT BY
THE PLAN ADMINISTRATOR, AND THE ULTIMATE SALE ON THE OPEN MARKET. YOU SHOULD
EVALUATE THESE POSSIBILITIES WHILE DECIDING WHETHER AND WHEN TO SELL ANY SHARES
THROUGH THE PLAN. THE PRICE RISK WILL BE BORNE SOLELY BY YOU.
TERMINATION
You may terminate your participation in the Plan by submitting the
appropriate information on the Plan Transaction Form or by submitting a written
request to the Plan Administrator. If the current market value of your Plan
account is $25,000 or less, and you have previously authorized telephone
transactions, you may terminate your participation in the Plan by contacting the
Plan Administrator toll free at (800) 468-9716. The Plan Administrator must
receive termination requests at least three business days prior to the record
date for dividends to be effective as to the next cash dividend. Any such notice
received after a dividend record date shall not be effective until dividends
paid for such record date have been credited to your account. In addition,
termination requests of Participants making optional cash investments by
electronic funds transfer must be received by the Plan Administrator at least 15
business days prior to the scheduled investment date to ensure that the request
is effective as to the next optional cash investment.
8
Upon termination of your participation in the Plan, unless you have
requested that some or all Plan shares be sold, the Plan Administrator will send
you the number of full shares in your Plan account and a check in the amount of
the market value of any fractional share. If you so request, the Plan
Administrator will sell some or all Plan shares on your behalf. If the shares
are sold to the Company, the proceeds received by you will be based on the
average of the high and low price, carried out to four decimal places, of the
Non-Voting Stock (as reported by the NYSE) on the termination date or if the
NYSE is closed on the termination date, on the next business day the NYSE is
open, less service fees and applicable transfer taxes. If the shares are sold on
the open market, the proceeds received by you will be based on the weighted
average price of Non-Voting Stock at which the shares were sold less brokerage
commissions, service fees and applicable transfer taxes. The Plan Administrator
may match or offset Participants' sales orders against one or more purchase
orders of other Participants in the Plan. If not offset, the Plan Administrator
executes the order on behalf of the Participant on the open market or in
negotiated transactions. After settlement of the sale, the Plan Administrator
will send you a check in the amount of the net proceeds of the sale (plus the
market value of any fractional Plan share) and any full Plan shares not sold.
After termination, you may re-enroll in the Plan by submitting a new
Plan Authorization Form and complying with all other enrollment procedures (see
"Enrollment and Participation" above). In order to minimize unnecessary Plan
administrative costs and to encourage use of the Plan as a long-term investment
vehicle, the Company reserves the right to deny participation in the Plan to a
previous Participant who the Company or the Plan Administrator believes has been
excessive in the frequency of Plan enrollment and termination.
OTHER INFORMATION
STOCK DIVIDENDS AND STOCK SPLITS -- Any shares distributed to you
pursuant to a stock dividend or stock split on shares registered in your name or
credited to your account under the Plan will be added to your Plan account and
not mailed or delivered directly to you. You may however, request the Plan
Administrator to issue certificates for such stock dividends or split shares
once they are added to your Plan account (see "Share Certificates" above). If
you send a notice of termination or a sales request to the Plan Administrator
between the record date and the payable date for a stock distribution, the
request will not be processed until the stock distribution is credited to your
account.
DIVIDEND AND VOTING RIGHTS -- Dividend and voting rights of shares
purchased under the Plan commence upon settlement of the transaction, which
normally is three business days after purchase. Shares of Stock purchased on or
within two business days prior to a dividend record date are considered
"ex-dividend" and therefore not entitled to payment of that dividend.
VOTING OF PLAN SHARES -- A proxy card will be mailed to you
representing the shares of Voting Stock held in your Plan account combined with
any other shares of Voting Stock that you may own of record.
CONVERSION OF VOTING STOCK -- Owners of Voting Stock may exchange their
shares for Non-Voting Stock on a share-for-share basis at any time.
LIMITATION OF LIABILITY -- In administering the Plan, the Plan
Administrator is not liable for any good faith act or omission to act, including
but not limited to any claim of liability (a) arising out of the failure to
9
terminate a Participant's account upon such Participant's death prior to receipt
of notice in writing of such death, (b) with respect to the prices or times at
which shares are purchased or sold, or (c) as to the value of the shares
acquired for Participants. The Company reserves the right to interpret and
regulate the Plan as deemed necessary or advisable in connection with the Plan's
operations.
MODIFICATION OR TERMINATION OF THE PLAN -- The Company may suspend,
modify or terminate the Plan at any time in whole or in part or with respect to
Participants in certain jurisdictions. Notice of such suspension, modification
or termination will be sent to all affected Participants. No such event will
affect any shares then credited to a Participant's account. Upon any whole or
partial termination of the Plan by the Company, each affected Participant will
receive all full Plan shares and a check in the amount of the market value of
any fractional Plan share. The market value will be based on the average of the
high and low price of Non-Voting Stock as reported by the NYSE on the
termination date or if the NYSE is closed on the termination date, on the next
business day the NYSE is open.
DENIAL OR TERMINATION OF THE PLAN -- At the Company's direction, the
Plan Administrator may terminate your participation in the Plan if you do not
own at least one full share in your name or held through the Plan. The Company
also reserves the right to deny, modify, suspend or terminate participation in
the Plan by otherwise eligible persons to the extent it is deemed advisable or
necessary in its discretion to comply with applicable laws or to eliminate
practices that are not consistent with the purposes of the Plan. If your
participation in the Plan is terminated, you will receive all full Plan shares
and a check in the amount of the market value of Non-Voting Stock for any
fractional Plan share. The market value will be based on the average of the high
and low price of Non-Voting Stock as reported by the NYSE on the termination
date or if the NYSE is closed on the termination date, on the next business day
the NYSE is open.
FEDERAL INCOME TAX INFORMATION
THE INFORMATION SET FORTH BELOW SUMMARIZES CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN. THIS SUMMARY APPLIES TO UNITED STATES
TAXPAYERS ONLY, EXCEPT WHERE OTHERWISE STATED. THE INFORMATION IS NOT INTENDED
TO BE A COMPLETE DESCRIPTION OF ALL SUCH CONSEQUENCES, NOR IS IT INTENDED TO BE
A DESCRIPTION OF ANY KIND OF THE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN. FUTURE LEGISLATION, IRS RULINGS AND REGULATIONS
AND/OR COURT DECISIONS AND YOUR PARTICULAR CIRCUMSTANCES MAY AFFECT THE
DESCRIPTION OF FEDERAL INCOME TAX CONSEQUENCES. FOR THAT REASON, PARTICIPANTS
SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL INCOME TAX
CONSEQUENCES, AS WELL AS THE STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES,
OF PARTICIPATION IN THE PLAN.
10
FEDERAL INCOME TAX CONSEQUENCES
DIVIDEND INCOME -- Reinvested dividends are generally treated for
federal income tax purposes in the same manner as if you had received the
dividends in cash on the applicable dividend payment date.
COST BASIS OF SHARES -- For federal income tax purposes, the cost basis
of shares purchased with reinvested dividends or optional cash investments is
the purchase price of the shares plus any brokerage commissions paid by you in
connection with purchases of Stock for your account.
GAINS AND LOSSES FROM THE SALE OF SHARES -- You will not realize any
taxable income from the issuance of certificates representing Plan shares. You
may realize a gain or loss, however, at the time the shares are sold by the Plan
Administrator or by you after withdrawal of the shares from the Plan. The amount
of gain or loss realized, if any, is based on the difference between the amount
you receive for the shares, reduced by the expenses of sale, including brokerage
commissions and service fees charged for the sale of shares, and your cost basis
of the shares. In general, any gain or loss will be capital gain or loss. The
capital gain or capital loss will be long-term capital gain or loss if you have
held the shares for more than one year. Your holding period will include any
period during which the shares were held by the Plan in your name. You should
consult your tax advisor as to the consequences of a sale of shares in view of
your particular circumstances.
IRS REPORTS -- The Plan Administrator reports dividend income to
Participants and the Internal Revenue Service ("IRS") on Form 1099-DIV and Form
1042. The Plan Administrator reports the proceeds from the sale of Plan shares
to the selling Participants and the IRS on Form 1099-B and Form 1042S.
DIVIDENDS SUBJECT TO WITHHOLDING
Your dividends are subject to federal withholding if you fail to
provide a taxpayer identification number to the Plan Administrator. If you are a
resident of a foreign country, your dividends will also be subject to federal
withholding. In any case in which federal income taxes are required to be
withheld, the Plan Administrator reinvests an amount equal to the dividends less
the amount of tax withheld. For IRS reporting purposes, the amount of the tax
withheld is included in the dividend income.
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 generally
all Plan purchases and sales will be effected through open market transactions.
GOVERNING LAW
The laws of the State of Maryland govern the terms and conditions of
the Plan and its operation.
11
LEGAL OPINION
Matters with respect to the legality of the Stock of the Company being
offered hereby have been passed upon for the Company by 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, 2000, have been audited by Ernst & Young
LLP, independent auditors, as set 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 Voting Stock and Non-Voting Stock 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 Office
of the Commission at 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 Stock is listed on the NYSE. Reports, proxy statements, information
statements and other information can be inspected at the offices of the NYSE at
20 Broad Street, New York City, New York 10005.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon 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). Requests for such copies should be directed to
Investor Services, 18 Loveton Circle, Sparks, Maryland 21152 Telephone: (410)
771-7537; or (800) 424-5855; Website: http://www.mccormick.com.
12
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,
2000, filed on Form 10K.
(b) Amended Annual Report of the Company for the fiscal year ended
November 30, 2000, filed on Form 10-K/A on January 21, 2001.
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended August 31, 2001.
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 Stock of the Company, reference is
made to (a) the Company's Form 10 Registration Statement dated April 29, 1965,
as amended by Form 8 dated August 15, 1988, and (b) 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.
13