EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
INTERNATIONAL FLAVORS & FRAGRANCES INC.
This form or one substantially equivalent hereto must be used to accept
the Exchange Offer of International Flavors & Fragrances Inc. (the "Company")
made pursuant to the Prospectus, dated , 2001 (the "Prospectus"), if
certificates for the outstanding 6.45% Senior Notes due 2006 of the Company
(the "Original Notes") are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach Bank One Trust Company, N.A., as
exchange agent (the "Exchange Agent") prior to 5:00 P.M., New York City time,
on the Expiration Date of the Exchange Offer. Such form may be delivered or
transmitted by facsimile transmission, mail or hand delivery to the Exchange
Agent as set forth below. In addition, in order to utilize the guaranteed
delivery procedure to tender Original Notes pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal (or facsimile thereof or
Agent's Message in lieu thereof) must also be received by the Exchange Agent
prior to 5:00 P.M., New York City time, on the Expiration Date. Capitalized
terms not defined herein shall have the respective meanings ascribed to them in
the Prospectus.
DELIVERY TO: BANK ONE TRUST COMPANY, N.A., EXCHANGE AGENT
By Hand Before 4:30 p.m.: By Hand or Overnight Delivery after By Registered or Certified Mail:
Bank One Trust Company, N.A. 4:30 p.m. on the Expiration Date: Bank One Trust Company, N.A.
One North State Street, 9th Floor Bank One Trust Company, N.A. One North State Street, 9th Floor
Chicago, IL 60602 One North State Street, 9th Floor Chicago, IL 60602
Attention: Exchanges Chicago, IL 60602 Attention: Exchanges
Attention: Exchanges
For Information Call:
(800) 524-9472
By Facsimile Transmission
(for Eligible Institutions only):
(312) 407-8853
Attention: Exchanges
Confirm by Telephone:
(800) 524-9472
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Original Notes set forth below pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
Must be signed by the holder(s) of Original Notes as their name(s)
appear(s) on certificates for Original Notes or on a security position listing,
or by person(s) authorized to become registered holder(s) by endorsement and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
set forth his or her full title below.
Principal Amount of Original Notes Tendered:(1)
$
- --------------------------------------------
Certificate Nos. (if available):
If Original Notes will be delivered by
book-entry transfer to The Depository Trust
Company, provide account number.
- --------------------------------------------
Total Principal Amount Represented by
Original Notes Certificate(s):
$
- --------------------------------------------
Account Number
------------------------------
- --------
(1) Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
PLEASE SIGN HERE
- ------------------------------------ ------------------------------------
Principal Amount at Maturity of Please Sign Here
Old Notes Tendered:* X
---------------- ------------------------------------
Certificate Nos. (if available):
X
- ------------------------------------ ------------------------------------
Signature(s) of Owner(s) or
If Old Notes will be delivered by Authorized
book-entry transfer to the
Depository Trust Company, provide Signatory
account number.
Date
- ------------------------------------ --------------------------------
Total Principal Amount at Maturity Area Code and Telephone Number:
Represented by Old Notes
Certificate(s): ------------------------------------
$ Please Print Name(s) and Address(es)
-----------------------------------
Name(s):
Account Number ----------------------------
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Must be in denominations of
principal amount at maturity of ------------------------------------
$1,000 and any integral multiple
thereof. Capacity:
- ------------------------------------ ---------------------------
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Address(es):
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X
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X
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Signature(s) of Owner(s) or Date
Authorized Signatory
Area Code and Telephone Number:
--------------------
Please Print Name(s) and Address(es)
Name(s):
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Capacity:
------------------------------------------
Address(es):
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ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
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GUARANTEE
(Not to be Used for Signature Guarantees)
The undersigned, a financial institution (including most banks, savings
and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the certificates representing the principal amount of Original
Notes tendered hereby in proper form for transfer, or timely confirmation of
the book-entry transfer of such Original Notes into the Exchange Agent's
account at The Depository Trust Company pursuant to the procedures set forth in
"The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus,
together with one or more properly and duly executed Letters of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof) and any required
signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three New York Stock Exchange trading days after the
Expiration Date.
- -------------------------------- --------------------------------
Name of Firm Authorized Signature
- -------------------------------- --------------------------------
Address Title
- -------------------------------- Name
Zip Code ---------------------------
(Please Type of Print)
- -------------------------------- Dated:
Area Code and Tel. No. --------------------------
NOTE: DO NOT SEND THE ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE
SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
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