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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
BUSH BOAKE ALLEN INC.
(Name of Subject Company (Issuer))
B ACQUISITION CORP.
a wholly owned subsidiary of
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
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123162109
(CUSIP Number of Class of Securities)
Stephen A. Block, Esq.
Senior Vice President, General Counsel and Secretary
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Telephone: (212) 765-5500
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Roger S. Aaron, Esq.
Stephen F. Arcano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telephone: (212) 735-3000
CALCULATION OF FILING FEE
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Amount
of
Transaction Filing
Valuation* Fee
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$969,854,863 $193,971
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* For purposes of calculating amount of filing fee only. This amount assumes
(i) the purchase of all outstanding shares of common stock of Bush Boake
Allen Inc. (19,351,063 shares) at a purchase price of $48.50 per share and
(ii) shares of common stock of Bush Boake Allen Inc. subject to options
that will be vested and exercisable as of the closing of this offer
(1,401,714 shares) at a purchase price of $48.50 per share less the average
exercise price of the outstanding options of $26.15 per share. The amount
of the filing fee calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction
value.
[_]Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase (the
"Offer to Purchase") entitled "Summary Term Sheet" is incorporated herein by
reference.
Item 2. Subject Company Information.
(1) The name of the subject company is Bush Boake Allen Inc., a Virginia
corporation (the "Company"), and the address of its principal executive
offices is 7 Mercedes Drive, Montvale, New Jersey 07645. The telephone number
of the Company is (201) 391-9870.
(2) This Statement relates to an offer by B Acquisition Corp., a Virginia
corporation ("Merger Subsidiary") and a wholly owned subsidiary of
International Flavors & Fragrances Inc., a New York corporation ("Parent"), to
purchase all outstanding shares of common stock of the Company, par value
$1.00 per share (the "Shares"), at $48.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(l) and (a)(2) (which are herein collectively
referred to as the "Offer"). The information set forth in the introduction
(the "Introduction") to the Offer to Purchase is incorporated herein by
reference.
(3) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market are set forth in "Price Range of Shares; Dividends" in the Offer to
Purchase and is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
(a), (b), (c) The information set forth in "Certain Information Concerning
Merger Subsidiary and Parent" and Schedule I in the Offer to Purchase is
incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i)-(viii), (xii) The information set forth under "Introduction,"
"Acceptance for Payment and Payment for Shares," "Terms of the Offer,"
"Procedures for Accepting the Offer and Tendering Shares," "Withdrawal
Rights," "Certain Federal Income Tax Consequences" and "Background of the
Offer; Purpose of the Offer and the Merger; the Merger Agreement and Certain
Other Agreements" in the Offer to Purchase is incorporated herein by
reference.
(a)(1)(ix) Not applicable
(x) Not applicable
(xi) Not applicable
(a)(2)(i)-(iv), (vii) The information set forth under "Introduction," "Terms
of the Offer," "Certain Federal Income Tax Consequences," "Background of the
Offer; Purpose of the Offer and the Merger; the Merger Agreement and Certain
Other Agreements" and "Plans for the Company; Other Matters" in the Offer to
Purchase is incorporated herein by reference.
(a)(2)(v) Not applicable
(vi) Not applicable
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in "Background of the Offer; Purpose of the Offer
and the Merger; the Merger Agreement and Certain Other Agreements," "Certain
Information Concerning the Company," "Certain
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Information Concerning Merger Subsidiary and Parent" and "Plans for the
Company; Other Matters" in the Offer to Purchase is incorporated herein by
reference.
Item 6. Purpose of the Tender Offer and Plans or Proposals.
(a), (c)(1), (3-7) The information set forth in "Introduction," "Background
of the Offer; Purpose of the Offer and the Merger; the Merger Agreement and
Certain Other Agreements," "Plans for the Company; Other Matters," "Effects of
the Offer on the Market for the Shares; NYSE Quotation; Exchange Act
Registration; Margin Regulations" and "Dividends and Distributions" in the
Offer to Purchase is incorporated herein by reference.
(c)(2) None
Item 7. Source and Amount of Funds or Other Consideration.
(a), (d) The information set forth in "Sources and Amount of Funds" in the
Offer to Purchase is incorporated herein by reference.
(b) Not applicable
Item 8. Interest in Securities of the Subject Company.
The information set forth in "Introduction," "Certain Information Concerning
the Company," "Certain Information Concerning Merger Subsidiary and Parent,"
"Background of the Offer; Purpose of the Offer and the Merger; the Merger
Agreement and Certain Other Agreements" and Schedule I in the Offer to
Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
The information set forth in "Introduction" and "Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
Not applicable
Item 11. Additional Information.
The information set forth in "Certain Legal Matters" of the Offer to
Purchase is incorporated herein by reference.
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated October 6, 2000
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
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(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(7) Joint Press Release issued by Parent and the Company on October 6,
2000
(a)(8) Summary Advertisement as published in The Wall Street Journal on
October 6, 2000
(b)(1) Commitment Letter, dated as of September 21, 2000, among Parent,
Citibank, N.A. and Salomon Smith Barney Inc.
(d)(1) Agreement and Plan of Merger, dated as of September 25, 2000, among
the Company, Parent and Merger Subsidiary
(d)(2) Voting and Tender Agreement, dated as of September 25, 2000, among
International Paper Company, a New York corporation, the Company, Parent and
Merger Subsidiary
(g) Not applicable
(h) Not applicable
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
B Acquisition Corp.
/s/ Stephen A. Block
By: _________________________________
Name: Stephen A. Block
Title: Vice President, Secretary
and Treasurer
International Flavors & Fragrances
Inc.
/s/ Stephen A. Block
By: _________________________________
Name: Stephen A. Block
Title: Senior Vice President,
General Counsel and Secretary
Dated: October 6, 2000
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EXHIBIT INDEX
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Exhibit No. Exhibit Name
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(a)(1) Offer to Purchase, dated October 6, 2000
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(7) Joint Press Release issued by Parent and the Company on October 6,
2000
(a)(8) Summary Advertisement as published in The Wall Street Journal on
October 6, 2000
(b)(1) Commitment Letter, dated as of September 21, 2000, among Parent,
Citibank, N.A. and Salomon Smith Barney Inc.
(d)(1) Agreement and Plan of Merger, dated as of September 25, 2000,
among the Company, Parent and Merger Subsidiary
(d)(2) Voting and Tender Agreement, dated as of September 25, 2000, among
International Paper Company, a New York corporation, the Company,
Parent and Merger Subsidiary
(g) Not applicable
(h) Not applicable
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