SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 3, 2000
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Date of Report (Date of earliest event reported)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-4858 13-1432060
(Commission File Number) (IRS Employer Identification No.)
521 West 57th Street, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
(212) 765-5500
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(Registrant's telephone number, including area code) (Zip Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On Friday, November 3, 2000, at 12:00 midnight, the cash tender offer
(the "Offer") by B Acquisition Corp. ("Merger Subsidiary"), a Virginia
corporation and a wholly owned subsidiary of International Flavors &
Fragrances Inc. ("IFF"), for all of the outstanding shares of common stock,
par value $1.00 per share ("BBA Common Stock"), of Bush Boake Allen Inc., a
Virginia corporation ("BBA") expired. On November 6, 2000, Merger
Subsidiary accepted for payment 18,833,316 shares, or approximately 97% of
the outstanding shares, of BBA Common Stock at $48.50 per share. The Offer
was effected pursuant to an Agreement and Plan of Merger, dated as of
September 25, 2000 (the "Merger Agreement"), among BBA, IFF and Merger
Subsidiary.
Following the Offer, on November 9, 2000, Merger Subsidiary merged
with and into BBA pursuant to Section 13.1-719 of the Virginia Stock
Corporation Act, and BBA became a wholly owned subsidiary of IFF, with each
remaining outstanding share of BBA Common Stock converted into the right to
receive $48.50 per share pursuant to the Merger Agreement.
IFF acquired all of the outstanding shares of BBA Common Stock for an
aggregate consideration of approximately $970 million in cash. The purchase
price of $48.50 for each share of BBA Common Stock was established by
negotiation at the time of the Merger Agreement.
The acquisition consideration was paid by IFF from funds borrowed
under a credit facility provided by Citibank and Salomon Smith Barney and
from proceeds from the issuance of commercial paper.
BBA, which conducts operations on six continents, has 60 locations in
38 countries worldwide. BBA supplies flavors and fragrances to the world's
leading consumer products companies for use in foods, beverages, soaps and
detergents, cosmetics, toiletries, personal care items and related
products. Its aroma chemicals, natural extracts and essential oils serve as
raw materials for a wide range of compounded flavors and fragrances. BBA
had 1999 worldwide sales of $499 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements required by this Item are not included in
this initial report on Form 8-K. Any required financial statements will be
filed by amendment hereto not later than January 17, 2000.
(b) Pro forma financial information.
Pro forma financial information required by this Item is not
included in this initial report on Form 8-K. Any required pro forma
financial information will be filed by amendment hereto not later than
January 17, 2000.
(c) Exhibits:
Exhibit No. Description
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99 Press Release, dated November 9, 2000
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.
By: /s/ Stephen A. Block
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Name: Stephen A. Block
Title: Senior Vice President, General
Counsel and Secretary
Dated: November 9, 2000
EXHIBIT INDEX
Exhibit No. Description
99 Press Release, dated November 9, 2000
