-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ED+y4+zjaLrEgpALgl3eXF6zE1ud8vV6RUgdZowB2kRLcGUZap/h+vi0AEGrGdrZ 2lZ1vgOzK9ND+10TAsDmxA== 0000950110-96-001574.txt : 19961219 0000950110-96-001574.hdr.sgml : 19961219 ACCESSION NUMBER: 0000950110-96-001574 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961218 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL FLAVORS & FRAGRANCES INC CENTRAL INDEX KEY: 0000051253 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 131432060 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14044 FILM NUMBER: 96682311 BUSINESS ADDRESS: STREET 1: 521 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127655500 MAIL ADDRESS: STREET 2: 521 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: VANAMERIGEN HAEBLER INC DATE OF NAME CHANGE: 19680426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROWE GEORGE JR CENTRAL INDEX KEY: 0000916593 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FULTON DUNCOMBE & ROWE STREET 2: 30 ROCKEFELLER PLAZA , ROOM 3217 CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2125860700 SC 13D/A 1 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* International Flavors & Fragrances Inc. ----------------------------------------------------------------------- (NAME OF ISSUER) Common Stock $.12-1/2 par value ----------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 459506 10 1 --------------------------------------- (CUSIP NUMBER) George Rowe, Jr., One Rockefeller Plaza, New York, N.Y. 10020 (Tel. 212-586-0700) - ----------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) December 11, 1996 ----------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule l3d-l(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule l3d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 5 Pages --- CUSIP No. 459506 10 1 13D PAGE 2 OF 5 PAGES -------------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George Rowe, Jr. - ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ - ----------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d)or 2(e) - ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 14,750 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,425,428 EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 14,750 ------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 9,425,428 - ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,440,428 - ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* - ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% - ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13 D Under the Securities Exchange Act of 1934 Check the following box if a fee is being paid with this statement. / / Item 1 Security and Issuer -------------------- Common Stock $.12-1/2 par value International Flavors & Fragrances Inc. 521 West 57th Street New York, New York 10019 Item 2 Identity and Background ----------------------- (a) Name of Person Filing: --------------------- George Rowe, Jr. (b) Residence or Business Address ----------------------------- One Rockefeller Plaza New York, New York 10020 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; Lawyer - Fulton, Duncombe & Rowe One Rockefeller Plaza New York, NY 10020 (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed or other disposition of the case; No (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order, and No Page 3 of 5 Pages Item 2 (f) Citizenship: ----------- U.S.A. Item 3 Source & Amount of Funds or Other Consideration ----------------------------------------------- See Item 5(c) below Item 4 Purpose of Transaction ---------------------- See Item 5(c) below. Item 5 Interest in Securities of the Issuer ------------------------------------ (a) Amount Beneficially Owned 9,440,428 Percent of Class 8.6% (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 14,750 (ii) shared power to vote or to direct the vote: 9,425,428 (iii) sole power to dispose or to direct the disposition of: 14,750 (iv) shared power to dispose or to direct the disposition of: 9,425,428 (c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing on Schedule 13D (Section 240.13d-191), whichever is less, by the persons named in response to paragraph (a). On December 1 1996, the Hedwig A. van Ameringen Foundation, of which the undersigned is the sole director, distributed 390,000 shares to three other charitable foundations, as a consequence of which the undersigned ceased to be the beneficial owner as defined in Rule 13d-3 of such shares. In addition, since October 13, 1996, a trust under the will of A.L. van Ameringen for the benefit of his wife Hedwig A. van Ameringen, of which the undersigned is one of the trustees, sold 372,000 shares, and the Estate of Lily Auchincloss, of which the undersigned is the executor, sold 132,000 shares, at prices ranging from $41.75 to $46.25 per share, in transactions effected through a broker on the New York Stock Exchange, such sales being occasioned by the death of Mrs. van Ameringen on April 27, 1996 and by the death of Mrs. Auchincloss on June 7, 1996, respectively, and the consequent need for funds for death taxes and expenses. Further such sales will be required in the future to meet such need. In addition, the undersigned purchased 1,000 shares on the open market with his own funds for his own account on November 20, 1996. (d) If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. Persons other than the undersigned have the right to receive dividends from, or the proceeds from the sale of, the securities (except for 4,000 shares) listed in Item 5 (a) and (b). Page 4 of 5 Pages Item 6 Contracts, Arrangements, Understandings --------------------------------------- Or Relationships With Respect To -------------------------------- Securities Of The Issuer ------------------------ None Item 7 Material To Be Filed as Exhibits -------------------------------- None Signature After reasonable inquiry and the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. December 13, 1996 - ------------------------------ Date GEORGE ROWE, JR. - ------------------------------ Signature George Rowe, Jr. - ------------------------------ Name/Title JH2:Z1-Z2 Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----