SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
September 26, 2000
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Date of Report (Date of earliest event reported)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-4858 13-1432060
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(Commission File Number) (IRS Employer Identification No.)
521 West 57th Street, New York, New York 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)
ITEM 5. OTHER EVENTS.
On September 26, 2000, International Flavors & Fragrances Inc.,
a New York corporation (the "Company"), entered into a First Amendment (the
"Amendment") to the Shareholder Protection Rights Agreement, dated as of
March 21, 2000 (the "Rights Agreement"), by and between the Company and The
Bank of New York, as Rights Agent. Capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Rights
Agreement.
Pursuant to the Amendment, the definition of "Acquiring Person"
in Section 1.1 of the Rights Agreement has been amended to reduce the
ownership threshold for becoming an Acquiring Person from 20% to 15% of the
Company's Common Stock. Second, Section 5.1 of the Rights Agreement has
been amended to provide that if within 180 days of a public announcement by
a third party of its intent or proposal to engage (without the current and
continuing concurrence of the Board of Directors (the "Board")) in a
transaction involving an acquisition of or business combination with the
Company or otherwise to become an Acquiring Person, and the majority of the
Board elected has not been nominated by the prior Board, the Rights may not
be redeemed for a 180-day period after the effectiveness of such election
unless certain "Value Enhancement Procedures" are implemented to maximize
shareholder value, or that any redemption decision, if challenged, would
meet an "entire fairness" test. Third, Section 5.4 of the Rights Agreement
has been amended to provide that the Rights Agreement may not be amended at
any time during the 180-day period described in the previous sentence.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit No. Description
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4 First Amendment, dated as of September 26, 2000, to
the Shareholder Protection Rights Agreement, dated as
of March 21, 2000, by and between International Flavors
& Fragrances Inc. and The Bank of New York, as Rights
Agent
SIGNATURE
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.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By: /s/ Stephen A. Block
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Name: Stephen A. Block
Title: Senior Vice President, General Counsel and
Secretary
Dated: October 2, 2000
EXHIBIT INDEX
Exhibit No. Description
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4 First Amendment, dated as of September 26, 2000, to
the Shareholder Protection Rights Agreement, dated as
of March 21, 2000, by and between International Flavors
& Fragrances Inc. and The Bank of New York, as Rights
Agent
