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 18, 2007
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
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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 4.01. Changes in Registrant's Certifying Accountant
Effective as of May 18, 2007, the Administrative Committee for the
International Flavors & Fragrances Inc. ("IFF") Retirement Investment Fund Plan
(the "Plan") dismissed PricewaterhouseCoopers LLP ("PwC") and appointed in its
place Smolin Lupin & Co., PA ("Smolin Lupin") to audit the Plan's financial
statements. The Audit Committee of the Board of Directors reviewed and concurred
with the Administrative Committee's decision, but was not required to, and
therefore did not, specifically approve it. The reports of PwC for the years
ended December 31, 2005 and December 31, 2004 did not contain any adverse
opinion or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principle. During the Plan's years ended
December 31, 2005 and December 31, 2004, and through May 18, 2007, there were no
disagreements with PwC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to PwC's satisfaction, would have caused PwC to make reference thereto
in its reports for such years. In addition, none of the reportable events
described in Item 304(a)(1)(v) of Regulation S-K occurred during the Plan's
years ended December 31, 2005 and December 31, 2004, and through May 18, 2007.
The Plan provided PwC with a copy of the foregoing disclosures. Attached as
Exhibit 16.1 is a copy of PwC's letter, dated May 24, 2007, stating whether or
not it agrees with such statements, regarding their firm.
Effective as of May 18, 2007, the Administrative Committee appointed Smolin
Lupin as the Plan's new independent registered public accounting firm. During
the Plan's two years ended December 31, 2005 and December 31, 2004 and through
May 18, 2007, neither the Administrative Committee, who administers the Plan,
nor anyone else on the Plan's behalf, consulted with Smolin Lupin regarding any
of the matters set forth in Item 304(a)(2)(i) and Item 304(a)(2)(ii) of
Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits. The following exhibits are filed with this Report.
Exhibit 16.1 Letter from PricewaterhouseCoopers LLP regarding change in
Retirement Investment Fund Plan's independent registered public accounting
firm.
Exhibit 16.1
May 24, 2007
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by the International Flavors & Fragrances Inc.
Retirement Investment Fund Plan (copy attached), which we understand will be
filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form
8-K, as part of the Form 8-K of the International Flavors & Fragrances Inc.
Retirement Investment Fund Plan dated May 18, 2007. We agree with the statements
concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
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 24, 2007 By: /s/ Steven J. Heaslip
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Name: Steven J. Heaslip
Title: Chairman Administrative Committee
International Flavors & Fragrances Inc.
Retirement Investment Fund Plan