EX 4(a)
As of October 31, 2002
Xx. Xxxxx X. Xxxx
Wachovia Bank, National Association
0000 Xxxx X.X. Xxxxxx Xxxxxxxxx
Equity Services Group, 3C3
Xxxxxxxxx, XX 00000
Re: Shareholder Protection Rights Agreement Appointment of Wachovia Bank,
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National Association as Successor Rights Agent
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Dear Xx. Xxxx:
Pursuant to the terms of a Shareholder Protection Rights Agreement
dated as of March 21, 2000 and amended as of September 26, 2000 (the "Rights
Plan"), The Bank of New York ("BONY") has served as the rights agent for rights
issued by International Flavors & Fragrances Inc. ("IFF"). Section 4.4 of the
Rights Plan provides that IFF can remove BONY as rights agent and appoint a
successor rights agent upon the delivery of notice and satisfaction of the terms
and conditions of such section.
IFF has notified BONY of its removal as rights agent and desires to
appoint Wachovia Bank, National Association, acting through the Equity Services
Group ("Wachovia") as successor rights agent under the Rights Plan. IFF
understands that Wachovia has agreed to accept appointment as successor rights
agent under the Rights Plan.
This letter reflects IFF's appointment of Wachovia as successor rights
agent and certain additional assurances between IFF and Wachovia. For purposes
of this letter, defined terms that are used but not defined in this letter will
have the meanings specified in the Rights Plan.
1. IFF hereby appoints Wachovia as successor rights agent
under the Rights Plan as of October 31, 2002 (the "Appointment Date").
As of the Appointment Date and in accordance with the provisions of
Section 4.4 of the Rights Plan, Wachovia will be vested with the same
powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed. This
appointment is based on Wachovia's representation that it (i) is a
corporation organized and in good standing, and doing business under
the laws of the United States or any state of the United States, (ii)
is authorized under such laws to exercise the powers of the rights
agent contemplated by the Rights Plan, (iii) is subject to supervision
or examination by federal or state authority and
Xx. Xxxxx X. Xxxx
As of October 31, 2002
Page 2
(iv) as of the Appointment Date, has a combined capital and surplus of
at least Fifty Million Dollars ($50,000,000).
2. As required by Section 4.4 of the Rights Plan, IFF will
instruct BONY, as predecessor rights agent, to deliver and transfer to
Wachovia any property held by BONY with respect to the Rights Plan as
of the Appointment Date and to execute and deliver to Wachovia any
further assurance, conveyance, act or deed necessary for Wachovia to
assume its duties and responsibilities as successor rights agent. In
particular, IFF will instruct BONY to execute and deliver to IFF and
Wachovia a letter in the form attached hereto as Exhibit A, in which,
among other things, BONY acknowledges its removal as rights agent as of
the Appointment Date.
3. As required by Section 4.4 of the Rights Plan, IFF will
file a notice of the appointment of Wachovia as successor rights agent
with BONY and each transfer agent of IFF's common stock, and mail a
notice regarding such appointment to each holder of the rights issued
under the Rights Plan.
4. As an inducement to Wachovia to accept appointment as
successor rights agent under the Rights Plan, IFF represents and
warrants the following to Wachovia:
a. That IFF has supplied a true, correct and
complete copy of all documentation with respect to the Rights
Plan to Wachovia;
b. That, as of the Appointment Date, (i) the Rights
Plan is in full force and effect, (ii) none of an Exchange
Time, Expiration Time, Flip-in Date, Flip-over Transaction or
Event, Redemption Time, Separation Time, Stock Acquisition
Date or any other date, event or time that would trigger the
separation of the rights from the Common Stock have occurred,
and (iii) no event has occurred which would cause an
adjustment to the Exercise Price or the number of Rights
pursuant to the terms of Section 2.4 of the Rights Plan; and
c. That the appointment of Wachovia as successor
rights agent has been duly authorized by the Board of
Directors of IFF, and that the person executing this letter on
behalf of IFF is duly authorized to execute and deliver this
letter in the name and on behalf of IFF.
If this letter accurately sets forth your understanding of our
discussions and Wachovia's appointment as successor rights agent under the
Rights Plan, please execute the enclosed copy of this letter in the space
provided below and return it to me. If this letter does not accurately set forth
your understanding of our discussions, please contact me immediately.
Very truly yours,
/S/ XXXXXXX X. BLOCK
Xxxxxxx X. Block
Xx. Xxxxx X. Xxxx
As of October 31, 2002
Page 3
Agreed to as of October 31, 2002, as to (i) acceptance of appointment as
successor rights agent under the Rights Plan, and (ii) the accuracy of
Wachovia's representations set forth in numbered paragraph 1 above.
Wachovia Bank, National Association
By: /S/ XXXXX X. XXXX
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Xxxxx X. Xxxx, Vice President
Exhibit A
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[THE BANK OF NEW YORK LETTERHEAD]
As of October 31, 2002
Xxxxxxx X. Block, Esq. Xx. Xxxxx X. Xxxx
International Flavors & Fragrances Inc. Wachovia Bank, National Association
000 Xxxx 00xx Xxxxxx 0000 Xxxx X.X. Xxxxxx Xxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Equity Services Group, 3C3
Xxxxxxxxx, XX 00000
Shareholder Rights Protection Agreement
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Gentlemen:
Pursuant to the terms of a Shareholder Protection Rights Agreement
dated as of March 21, 2000 and amended as of September 26, 2000 (the "Rights
Plan"), The Bank of New York ("BONY") has served as the rights agent for rights
issued by International Flavors & Fragrances Inc. ("IFF"). Section 4.4 of the
Rights Plan provides that IFF can remove BONY as rights agent and appoint a
successor rights agent.
BONY hereby acknowledges that as of October 31, 2002, IFF has removed
BONY as rights agent under the Rights Plan and appointed Wachovia Bank, National
Association ("Wachovia") as successor rights agent under the Rights Plan. BONY
also acknowledges that it has certain limited continuing obligations under the
Rights Plan and, in furtherance of such obligations, agrees that it will
promptly deliver and transfer to Wachovia any property held by BONY as of
October 31, 2002 in its capacity as rights agent and will execute and deliver
any further assurance, conveyance, act or deed necessary to facilitate the
appointment of Wachovia as successor rights agent.
Very truly yours,
[NAME AND TITLE OF
BONY SIGNATORY]
