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
Date of report (Date of earliest event reported) May 10, 2005
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as Specified in Charter)
New York 1-4858 13-1432060
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
521 West 57th Street, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-5500
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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 7.01 Regulation FD
Attached and incorporated herein by reference and being furnished
hereby as Exhibit 99.1 is a copy of a press release of International Flavors &
Fragrances Inc. ("IFF") dated May 10, 2005, announcing an increase in IFF's
quarterly cash dividend and a new share repurchase program of $200 million
(approximately 5.3 million shares at the current market price).
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of International Flavors & Fragrances Inc.,
dated May 10, 2005 relating to quarterly cash dividend and
share repurchase program.
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.
Dated: May 10, 2005 By: /s/ Dennis M. Meany
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Name: Dennis M. Meany
Title: Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of International Flavors & Fragrances Inc., dated
May 10, 2005 relating to quarterly cash dividend and share
repurchase program.
New York, N.Y., May 10, 2005 ---International Flavors & Fragrances Inc. (NYSE:
IFF) ("IFF" or `the Company"), announced today that its Board of Directors had
voted to increase the Company's regular quarterly cash dividend by 5.7%, from
17.5 cents to 18.5 cents per share, on the common stock of the Corporation. The
cash dividend is payable July 7, 2005 to those who are shareholders of record on
June 23, 2005.
The Company also announced that its Board of Directors had authorized a new $200
million share repurchase program which is expected to be completed over the next
24 - 30 months; an existing $100 million authorization, in effect since July
2004, is nearly complete. The new repurchase program represents approximately
5.3 million shares at the current market price. The purchases will be made from
time to time on the open market or through private transactions as market and
business conditions warrant. Reacquired shares will be available for use under
the Company's employee benefit plans and for other general corporate purposes.
Richard A. Goldstein, IFF's Chairman and Chief Executive Officer stated, "I am
pleased the Board has taken these decisions. We have made substantial progress
in paying down debt and improving our cash flows; these actions reflect our
confidence in the Company's long-term growth prospects and our commitment to
building shareholder value."
About IFF
IFF is the world's leading creator and manufacturer of flavors and fragrances
used in a wide variety of consumer products--from fine fragrances and
toiletries, to soaps, detergents and other household products, to beverages and
food products. IFF is dedicated to The Pursuit of Excellence in every area of
its business, using knowledge, creativity, innovation and technology to
continually provide customers with the highest quality products and service and
superior consumer understanding. IFF has sales, manufacturing and creative
facilities in 31 countries worldwide and annual sales exceeding $2.0 billion.
For more information, please visit our Web site at www.iff.com.
Cautionary Statement Under The Private Securities Litigation Reform Act of 1995
Statements in this press release, which are not historical facts or information,
are "forward-looking statements" within the meaning of The Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on
management's reasonable current assumptions and expectations. Such
forward-looking statements, which may be identified by such words as "expect",
"anticipate", "outlook", "guidance", "may" and similar forward-looking
terminology, involve significant risks, uncertainties and other factors, which
may cause the actual results of the Company to be materially different from any
future results expressed or implied by such forward-looking statements, and
there can be no assurance that actual results will not differ materially from
management's expectations. Such factors include, among others, the following:
general economic and business conditions in the Company's markets, including
economic, population health and political uncertainties; interest rates; the
price, quality and availability of raw materials; the
Company's ability to implement its business strategy, including the achievement
of anticipated cost savings, profitability and growth targets; the impact of
currency fluctuation or devaluation in the Company's principal foreign markets
and the success of the Company's hedging and risk management strategies; the
impact of possible pension funding obligations and increased pension expense on
the Company's cash flow and results of operations; the effect of legal and
regulatory proceedings, as well as restrictions imposed on the Company, its
operations or its representatives by foreign governments; and the fact that the
outcome of litigation is highly uncertain and unpredictable and there can be no
assurance that the triers of fact or law, at either the trial level or at any
appellate level, will accept the factual assertions, factual defenses or legal
positions of the Company or its factual or expert witnesses in any such
litigation. 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 or to reflect changes in expectations,
assumptions or results.
Contact
Douglas J. Wetmore
Senior Vice President and Chief Financial Officer
Phone: 212-708-7145
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