SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
HUETHER JAMES P

(Last) (First) (Middle)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
521 WEST 57TH STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2004
3. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL FLAVORS & FRAGRANCES INC [ IFF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Corporate Controller
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,236 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) (1) 05/12/2004 Common Stock 1,000 36 D
Stock Options (right to buy) (2) 05/11/2005 Common Stock 1,000 49.875 D
Stock Options (right to buy) (3) 05/09/2006 Common Stock 2,000 48.125 D
Stock Options (right to buy) (4) 05/08/2007 Common Stock 3,000 43.25 D
Stock Options (right to buy) (5) 05/14/2008 Common Stock 3,000 49.6875 D
Stock Options (right to buy) (6) 05/20/2009 Common Stock 3,500 39.1875 D
Stock Options (right to buy) (7) 05/18/2010 Common Stock 3,500 32.1875 D
Stock Options (right to buy) (8) (9) Common Stock 4,475 17.9375 D
Stock Options (right to buy) (10) 05/16/2011 Common Stock 12,000 27.1 D
Stock Options (right to buy) (11) 01/28/2012 Common Stock 5,000 28.77 D
Stock Options (right to buy) (12) 05/07/2012 Common Stock 12,000 32.82 D
Stock Options (right to buy) (13) 02/24/2013 Common Stock 12,000 31.33 D
Stock Options (right to buy) (14) 03/11/2013 Common Stock 12,000 29.86 D
Restricted Stock Units 02/23/2006 02/23/2014 Common Stock 1,495 (15) D
Stock Units (16) (16) Common Stock 197 (17) D
Explanation of Responses:
1. The options vested in 3 equal annual installments beginning on May 12, 1995. As of the filing date, these options have expired.
2. The options vested in 3 equal annual installments beginning on May 11, 1996.
3. The options vested in 3 equal annual installments beginning on May 9, 1997.
4. The options vested in 3 equal annual installments beginning on May 8, 1998.
5. The options vested in 3 equal annual installments beginning on May 14, 1999.
6. The options vested in 3 equal annual installments beginning on May 20, 2000.
7. The options vested in 3 equal annual installments beginning on May 18, 2001.
8. The options vest in 4 equal installments each based on the Company's Common Stock achieving certain pre-established price targets.
9. The earlier of 11/14/07 or six months and one day after the Company's Common Stock achieves a pre-established price target.
10. The options vest in 3 equal annual installments beginning on May 16, 2002.
11. The options vest in 3 equal annual installments beginning on January 28, 2003.
12. The options vest in 3 equal annual installments beginning on May 7, 2003.
13. The options vest in 3 equal annual installments beginning on February 24, 2004.
14. The options vest in 3 equal annual installments beginning on March 11, 2004.
15. The restricted stock units convert to Common Stock on a one-for-one basis.
16. Stock units ("Units") under the Company's deferred compensation plan resulting from (a) deferral of compensation and Company match (in shares), (b) premium (in shares) to participants deferring compensation into Units and (c) dividends (in shares) on Units.
17. The Units convert to Common Stock on a one-for-one basis.
Dennis M. Meany, Attorney-in-fact 05/20/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Power of Attorney

POWER OF ATTORNEY

        I, James Huether, Controller of International Flavors & Fragrances Inc. (“Company”), hereby appoint Dennis M. Meany, Jodie Simon and Joseph F. Leightner as my attorney in fact to act severally in my name, place and stead in any way which I myself could do with respect to the completing, signing and filing of statements of beneficial ownership and changes therein as required from time to time pursuant to the Securities Exchange Act of 1934. This power shall continue for such period as I am employed as an officer of the Company.

        In witness whereof, I have hereunto signed my name this 4th day of May, 2004.





JAMES HUETHER
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James Huether