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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
May 3, 2001
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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 May 3, 2001, International Flavors & Fragrances Inc. (the
"Company") issued a press release announcing that it had agreed to sell
$700 million principal amount of 6.45% notes due 2006. The notes being
offered have not been registered under the Securities Act of 1933 and may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
A copy of the press release regarding the sale is attached as
Exhibit 99.1 and is incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit No. Description
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99.1 Press Release issued by International Flavors
and Fragrances Inc. dated May 3, 2001.
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: May 3, 2001
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by International Flavors and
Fragrances Inc. dated May 3, 2001.
[GRAPHIC OMMITTED]
FOR IMMEDIATE RELEASE
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IFF TO SELL $700 MILLION OF FIVE-YEAR NOTES
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New York, N.Y., May 3, 2001 --- International Flavors & Fragrances Inc.
(NYSE: IFF) announced today that it has agreed to sell $700 million
principal amount of 6.45% Notes due 2006. The proceeds of the sale will be
used to repay a portion of outstanding borrowings under its commercial
paper program issued to finance the acquisition of Bush Boake Allen Inc. in
November 2000. The offering is scheduled to close May 7, 2001. The offering
is being made only to qualified institutional buyers in the United States
pursuant to Rule 144A under the Securities Act of 1933 and to certain
persons in offshore transactions in reliance on Regulation S under the
Securities Act.
The Notes being offered have not been registered under the Securities Act
and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements. This notice
does not constitute an offer to sell or the solicitation of an offer to buy
any security and shall not constitute an offer, solicitation or sale of any
securities in any jurisdiction in which such offer or sale would be
unlawful and is furnished for information purposes only.
* * * * *
Cautionary Statement Under the Private Securities Litigation Reform Act of 1995
Statements in this release which are not historical facts or information
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, and are subject to risks and
uncertainties that could cause IFF's actual results to differ materially
from those expressed or implied by such forward-looking statements. Risks
and uncertainties with respect to IFF's business include general economic
and business conditions, interest rates, the price and availability of raw
materials, and political and economic uncertainties, including the
fluctuation or devaluation of currencies in countries in which IFF does
business. The Company intends its forward-looking statements to speak only
as of the time of such statements, and does not undertake to update or
revise them as more information becomes available.