SECURITIES AND 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) March 9, 1999
INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact name of registrant as specified in its charter)
New York 1-4858 13-1432060
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(State of (Commission File Number) (IRS Employer
incorporation) Identification
No.)
521 West 57th Street, New York, NY 10019
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(Address of principal executive offices) (Zip Code)
(212) 765-5500
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
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Items 1-4. Not Applicable.
Item 5. Other Events.
On March 9, 1999, pursuant to authorization by the Board of Directors
on February 9, 1999, International Flavors & Fragrances Inc., a New York
corporation (the "Company"), amended the Shareholder Protection Rights
Agreement, dated as of February 20, 1990 (as amended and restated as of
September 25, 1998, the "Rights Agreement"), between the Company and The Bank of
New York, as Rights Agent. The amendment to the Rights Agreement changes the
expiration date of the Rights Agreement to February 20, 2000.
On February 13, 1990, the Board of Directors of the Company declared a
dividend payable on February 28, 1990 of one right (a "Right") for each
outstanding share of common stock, par value $.12 1/2 per share, of the Company
held of record at the close of business on February 28, 1990, or issued
thereafter and prior to the Separation Time (as defined in the Rights Agreement)
and thereafter pursuant to options and convertible securities outstanding at the
Separation Time. The Rights were issued pursuant to the Rights Agreement.
The Rights will be evidenced by the Common Stock certificates until the
close of business on the earlier of (either, the "Separation Time") (i) the
tenth day (or such later date as the Board of Directors of the Company may from
time to time fix by resolution adopted prior to the Separation Time that would
otherwise have occurred) after the date on which any Person (as defined in the
Rights Agreement) commences a tender or exchange offer which, if consummated,
would result in such Person's becoming an Acquiring Person, as defined below,
and (ii) the tenth day after the first date or such earlier or later date as the
Board of Directors of the Company may from time to time fix (the "Flip-in Date")
of public announcement by the Company or any Person that such Person has become
an Acquiring Person (the date of such public announcement being, the "Stock
Acquisition Date"); provided that if the foregoing results in the Separation
Time being prior to the Record Time, the Separation Time shall be the Record
Time; and provided further that if a tender or exchange offer referred to in
clause (i) is canceled, terminated or otherwise withdrawn prior to the
Separation Time without the purchase of any shares of stock pursuant thereto,
such offer shall be deemed never to have been made. An Acquiring Person is any
Person having Beneficial Ownership (as defined in the Rights
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Agreement) of 20% or more of the outstanding shares of Common Stock, which term
shall not include (i) the Company, any wholly-owned subsidiary of the Company or
any employee stock ownership or other employee benefit plan of the Company, (ii)
any person who is the Beneficial Owner of 20% or more of the outstanding Common
Stock as of the date of the Rights Agreement or who shall become the Beneficial
Owner of 20% or more of the outstanding Common Stock solely as a result of an
acquisition of Common Stock by the Company, until such time as such Person
acquires additional Common Stock, other than through a dividend or stock split,
(iii) any Person who becomes the Beneficial Owner of 20% or more of the
outstanding Common Stock without any plan or intent to seek or affect control of
the Company if such Person promptly divests sufficient securities such that such
20% or greater Beneficial Ownership ceases or (iv) any Person who Beneficially
Owns shares of Common Stock consisting solely of (A) shares acquired pursuant to
the grant or exercise of an option granted by the Company in connection with an
agreement to merge with, or acquire, the Company entered into prior to a Flip-in
Date, (B) shares owned by such Person and its Affiliates and Associates at the
time of such grant and (C) shares, amounting to less than 1% of the outstanding
Common Stock, acquired by Affiliates and Associates of such Person after the
time of such grant. The Rights Agreement provides that, until the Separation
Time, the Rights will be transferred with and only with the Common Stock. Common
Stock certificates issued after the Record Time but prior to the Separation Time
shall evidence one Right for each share of Common Stock represented thereby and
shall contain a legend incorporating by reference the terms of the Rights
Agreement (as such may be amended from time to time). Notwithstanding the
absence of the aforementioned legend, certificates evidencing shares of Common
Stock outstanding at the Record Time shall also evidence one Right for each
share of Common Stock evidenced thereby. Promptly following the Separation Time,
separate certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day (as defined
in the Rights Agreement) following the Separation Time. The Rights will expire
on the earliest of (i) the Exchange Time (as defined below), (ii) the close of
business on February 20, 2000 and (iii) the date on which the Rights are
redeemed as described below (in any such case, the "Expiration Time").
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The Exercise Price and the number of Rights outstanding, or in certain
circumstances the securities purchasable upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution in the event of a
Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date occurs,
the Company shall take such action as shall be necessary to ensure and provide,
to the extent permitted by applicable law, that each Right (other than Rights
Beneficially Owned by the Acquiring Person or any affiliate or associate
thereof, which Rights shall become void) shall constitute the right to purchase
from the Company, upon the exercise thereof in accordance with the terms of the
Rights Agreement, that number of shares of Common Stock of the Company having an
aggregate Market Price (as defined in the Rights Agreement), on the Stock
Acquisition Date that gave rise to the Flip-in Date, equal to twice the Exercise
Price for an amount in cash equal to the then current Exercise Price. In
addition, the Board of Directors of the Company may, at its option, at any time
after a Flip-in Date and to the extent permitted by law, elect to exchange all
(but not less than all) the then outstanding Rights (other than Rights
Beneficially Owned by the Acquiring Person or any affiliate or associate
thereof, which Rights become void) for shares of Common Stock at an exchange
ratio of one share of Common Stock per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
of the Separation Time (the "Exchange Ratio"). Immediately upon such action by
the Board of Directors (the "Exchange Time"), the right to exercise the Rights
will terminate and each Right will thereafter represent only the right to
receive a number of shares of Common Stock equal to the Exchange Ratio.
In the event that prior to the Expiration Time the Company enters into,
consummates or permits to occur a transaction or series of transactions after
the time an Acquiring Person has become such in which, directly or indirectly,
(i) the Company shall consolidate or merge or participate in a share exchange
with any other Person if, at the time of the consolidation, merger or share
exchange or at the time the Company enters into an agreement with respect to
such consolidation, merger or share exchange, the Acquiring Person controls the
Board of Directors of the
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Company and (A) any term of or arrangement concerning the treatment of shares of
capital stock in such merger, consolidation or share exchange relating to the
Acquiring Person is not identical to the terms and arrangements relating to
other holders of Common Stock or (B) the Person with whom such transaction or
series of transactions occurs is the Acquiring Person or an Affiliate or
Associate thereof or, (ii) the Company shall sell or otherwise transfer (or one
or more of its subsidiaries shall sell or otherwise transfer) assets (A)
aggregating more than 50% of the assets (measured by either book value or fair
market value) or (B) generating more than 50% of the operating income or cash
flow, of the Company and its subsidiaries (taken as a whole) to any other Person
(other than the Company or one or more of its wholly owned subsidiaries) or to
two or more such Persons which are affiliated or otherwise acting in concert,
if, at the time of such sale or transfer of assets or at the time the Company
(or any such subsidiary) enters into an agreement with respect to such sale or
transfer, the Acquiring Person controls the Board of Directors of the Company (a
"Flip-over Transaction or Event"), the Company shall take such action as shall
be necessary to ensure, and shall not enter into, consummate or permit to occur
such Flip-over Transaction or Event until it shall have entered into a
supplemental agreement with the Person engaging in such Flip-over Transaction or
Event or the parent corporation thereof (the "Flip-over Entity"), for the
benefit of the holders of the Rights, providing, that upon consummation or
occurrence of the Flip-over Transaction or Event (i) each Right shall thereafter
constitute the right to purchase from the Flip-over Entity, upon exercise
thereof in accordance with the terms of the Rights Agreement, that number of
shares of common stock of the Flip-over Entity having an aggregate Market Price
on the date of consummation or occurrence of such Flip-over Transaction or Event
equal to twice the Exercise Price for an amount in cash equal to the then
current Exercise Price and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and such
supplemental agreement, all the obligations and duties of the Company pursuant
to the Rights Agreement. For purposes of the foregoing description, the term
"Acquiring Person" shall include any Acquiring Person and its Affiliates and
Associates counted together as a single Person.
The Board of Directors of the Company may, at its option, at any time
prior to the close of business on the Flip-in Date, redeem all (but not less
than all) the then outstanding Rights at a price of $0.01 per Right) (the
"Redemption Price"), as provided in the Rights Agreement.
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Immediately upon the action of the Board of Directors of the Company electing to
redeem the Rights, without any further action and without any notice, the right
to exercise the Rights will terminate and each Right will thereafter represent
only the right to receive the Redemption Price in cash for each Right so held.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as stockholders of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. However, the
Rights may cause substantial dilution to a person or group that acquires 20% or
more of the Common Stock unless the Rights are first redeemed by the Board of
Directors of the Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its stockholders
because the Rights can be redeemed on or prior to the close of business on the
Flip-in Date, before the consummation of such transaction.
As of December 31, 1998 there were 115,761,840 shares of Common Stock
issued (of which 106,044,798 shares were outstanding and 9,715,775 shares were
held in treasury) and 6,542,967 shares reserved for issuance pursuant to
employee benefit plans. As long as the Rights are attached to the Common Stock,
the Company will issue one Right with each new share of Common Stock so that all
such shares will have Rights attached.
The First Amendment to the Rights Agreement, dated as of March 9, 1999
is attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference to
the Rights Agreement and such exhibits thereto.
Item 6. Not Applicable.
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Item 7. Exhibits.
(4) First Amendment to the Rights Agreement, dated as of March 9, 1999.
Items 8-9. Not Applicable.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, hereunto duly authorized.
INTERNATIONAL FLAVORS &
FRAGRANCES INC.
By /s/ Stephen A. Block
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Name: Stephen A. Block
Title: Vice-President
Date: April 7, 1999
FIRST AMENDMENT TO THE AMENDED AND RESTATED
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
This FIRST AMENDMENT to the AMENDED AND RESTATED SHAREHOLDER PROTECTION
RIGHTS AGREEMENT (this "Amendment"), is made as of March 9, 1999, between
International Flavors & Fragrances Inc., a New York corporation (the "Company"),
and The Bank of New York, a New York banking corporation, as Rights Agent (the
"Rights Agent"), which term shall include any successor Rights Agent hereunder).
All capitalized terms used herein and not otherwise defined in this Amendment
shall have the meanings set forth in the Shareholder Protection Rights Agreement
(as defined below), as amended by this Amendment.
WHEREAS, the Company and the Rights Agent entered into a Shareholder
Protection Rights Agreement (the "Shareholder Protection Rights Agreement"),
dated as of February 20, 1990 (as amended and restated as of September 25,
1998); and
WHEREAS, the Board of Directors has the authority pursuant to Section
5.4(iii) of the Shareholder Protection Rights Agreement to amend the Shareholder
Protection Rights Agreement in order to cure any ambiguity or to correct or
supplement any provision contained therein which may be inconsistent with any
other provisions therein or otherwise defective.
NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. The Shareholder Protection Rights Agreement is hereby amended by
replacing the third clause of the definition of "Expiration Time"
contained in Section 1.1 in its entirety with the following
sentence:
"(iii) the close of business on the tenth-year anniversary
of the date hereof (February 20, 2000) and".
2. Except as amended hereby, all of the terms of the Shareholder
Protection Rights Agreement shall remain and continue in full
force and effect and are hereby confirmed in all respects.
3. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE
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FEDERAL LAW WITHOUT REGARD TO CHOICE OF LAW RULES.
4. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of
which, when so executed and delivered, shall be an original, but
all the counterparts shall together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
INTERNATIONAL FLAVORS &
FRAGRANCES INC.
By: /s/ Stephen A. Block
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Name: Stephen A. Block
Title: Vice President & Secretary
THE BANK OF NEW YORK,
as Rights Agent
By: /s/ Leslie A. DeLuca
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Name: Leslie A. DeLuca
Title: Vice-President
