8-K

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):

April 13, 2016

McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)


Maryland
001-14920
52-0408290
(State or 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

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):

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

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

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

[ ] 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 Wednesday, April 13, 2016, McCormick & Company Incorporated issued a press release in connection with the previously disclosed approach to the Board of Premier Foods plc ("Premier Foods") regarding a possible all cash offer for Premier Foods. In this press release, McCormick announced that it had recently completed its due diligence review of Premier Foods, which was conducted with the management of Premier Foods in an open and collaborative spirit. McCormick has, however, concluded that it would not be able to propose a price and other terms of an offer that would be recommendable by the Board of Premier Foods while also delivering an appropriate return for McCormick’s shareholders. Accordingly, McCormick has determined to withdraw its proposal to acquire Premier Foods.

Filed with this Form 8-K as Exhibit 99.1 is a copy of the press release, which is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

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



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: April 13, 2016
By:
 
/s/    Jeffery D. Schwartz        
 
 
 
Jeffery D. Schwartz
 
 
 
Vice President, General Counsel & Secretary
    



Exhibit
Number     Exhibit Description

99.1 Copy of press release captioned “McCormick & Company Announces that it does not intend to make an offer for Premier Foods plc”