McCormick & Co. of Baltimore yesterday again rejected a takeover offer by Sandoz Ltd., setting the stage for a debate over the company's future when McCormick holds its annual shareholders meeting today.

After a six-hour board of directors meeting that ended last Monday night, McCormick said it had concluded Sandoz's offer was "inadequate and untimely."

The Baltimore spice maker will be better off as an independent company than as a subsidiary of the Swiss chemical company, said McCormick Chairman Harry K. Wells.

Sandoz has offered to pay $37 a share for all of McCormick's stock, which recently has traded for around $24.

Sandoz is a $2.4-billion-a-year multi-national conglomerate; McCormick's flavoring and food business makes it a $457-million-a-year operation.

After McCormick first rejected a takeover bid a couple of weeks ago, Sandoz executives asked for a meeting with the board of directors. Claiming the buy-out would be best for McCormick's shareholders, Sandoz warned that the directors might face legal action from stockholders if they turned down the offer.

Ignoring the Sandoz threat, McCormick officials made clear yesterday they value their independence.

McCormick's "growth and prosperity are nurtured by independence," and "cannot exist under Sandoz's ownership," said Wells.

Compalining that Sandoz's advances "continue to disrupt" McCormick's operations, Wells urged Sandoz to leave the Baltimore business alone.

From its headquarters in Basel, Sandoz issued a statement saying it is still "very interested" in a merger.