UNITED STATES

SECURITIES AND 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):  July 10, 2006

 

 

 

McCormick & Company, Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

 

Registrant’s telephone number, including area code: (410) 771-7301

 

 

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 8.01             Other Events.

On July 10, 2006, McCormick & Company, Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Banc of America Securities LLC and Wachovia Capital Markets, LLC, as underwriters (the “Underwriters”), in connection with the issuance and sale of $100 million aggregate principal amount of 5.80% Notes due 2011 (the “Notes”). The Notes mature on July 15, 2011, with interest payable semiannually on January 15 and July 15 of each year, beginning on January 15, 2007. The Company may redeem the Notes at any time. The closing of the offering occurred on July 13, 2006. A copy of the Underwriting Agreement is filed as an exhibit to this report.

Item 9.01    Financial Statements and Exhibits.

The exhibits to this Current Report on Form 8-K are listed on the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

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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
	By:	/s/ Robert W. Skelton
		Robert W. Skelton
		Senior Vice President, General Counsel & Secretary

 

Date: July 13, 2006

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EXHIBIT INDEX

 

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of July 10, 2006, by and among the Company and the Underwriters.
4.1		Indenture, dated as of December 5, 2000, by and among the Company and SunTrust Bank, as trustee (incorporated by reference to Exhibit 4(iii) to the Company’s Form 10-Q for the quarter ended August 31, 2003, as filed with the Securities and Exchange Commission on October 14, 2003).
4.2		Form of 5.80% Notes due 2011.
5.1		Opinion of Hogan & Hartson L.L.P. regarding the legality of the Notes being registered.
8.1		Opinion of Hogan & Hartson L.L.P. regarding certain tax matters in connection with the issuance and sale of the Notes.
12.1		Computation of Ratio of Earnings to Fixed Charges.
23.1		Consents of Hogan & Hartson L.L.P. (included in Exhibits 5.1 and 8.1).
25.1		Statement of Eligibility of the Trustee on Form T-1 (incorporated by reference to Exhibit 25 to the Company’s Registration Statement on Form S-3, as filed with the Securities and Exchange Commission on January 28, 2005).

 

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