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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
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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Transaction Valuation* Amount of Filing Fee**
$1,006,509,685 $201,302
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* For purposes of calculating amount of filing fee only. This amount assumes
the purchase of (i) 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. 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.
** $193,971 was previously paid on October 6, 2000 in connection with the
filing of the Schedule TO.
[_]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 Parties: 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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This Amendment No. 1 to the Tender Offer Statement on Schedule TO (the
"Schedule TO"), filed initially with the Securities and Exchange Commission on
October 6, 2000, relates to the third-party tender 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 Bush Boake
Allen Inc., a Virginia corporation (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 (which, together with all amendments or
supplements thereto, are herein collectively referred to as the "Offer").
Capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Offer to Purchase.
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 is hereby amended and supplemented by adding a new paragraph at the
end of section 9 of the Offer to Purchase entitled "Sources and Amount of
Funds" which shall read as follows:
"No alternative financing plans or arrangements have been made in the
event that Parent is unable to borrow sufficient funds under the Credit
Agreement in connection with the Offer and the Merger. Parent intends to
repay borrowings under the Credit Agreement from working capital and funds
provided by future operations, and to refinance any outstanding borrowings
on or prior to the maturity date. While Parent has made no specific
arrangements in this regard at present, it currently expects that it will
be able to obtain such refinancing on commercially reasonable terms at that
time."
Item 11. Additional Information.
Item 11 is hereby amended and supplemented by amending and restating the
last paragraph of section 13 of the Offer to Purchase entitled "Conditions to
the Offer" as follows:
"The foregoing conditions are for the benefit of Parent and Merger
Subsidiary and may, subject to the terms of the Merger Agreement, be waived
by Parent and Merger Subsidiary in whole or in part at any time and from
time to time prior to the Expiration Date of the Offer in their discretion.
The failure by Parent or Merger Subsidiary at any time to exercise any of
the foregoing rights shall not be deemed a waiver of any such right, the
waiver of any such right with respect to particular facts and circumstances
shall not be deemed a waiver with respect to any other facts and
circumstances, and each such right shall be deemed an ongoing right that
may be asserted at any time and from time to time prior to the Expiration
Date of the Offer."
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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 20, 2000
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