<PAGE>
Exhibit (A).(3)
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
of
Bush Boake Allen Inc.
to
B Acquisition Corp.
a wholly owned subsidiary of
International Flavors & Fragrances Inc.
(Not to be used for signature guarantees)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, NOVEMBER 3, 2000, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
for Shares (as defined below) are not immediately available, if the procedure
for book-entry transfer cannot be completed on a timely basis or if time will
not permit all required documents to reach The Bank of New York (the
"Depositary") on or prior to the Expiration Date (as defined in Section 1 of
the Offer to Purchase). This form may be delivered by hand, transmitted by
facsimile transmission or mailed (to the Depositary). See Section 3 of the
Offer to Purchase.
<TABLE>
<CAPTION>
The Depositary for the Offer is:
<S> <C> <C>
The Bank of New York
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Tender & Exchange Department (212) 815-6213 Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
To Confirm Facsimile
New York, New York 10286-1248 Transmissions: New York, New York 10286
(For Eligible Institutions
Only)
</TABLE>
<TABLE>
<S> <C> <C>
(212) 815-6156
(For Confirmation Only)
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER
THAN THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY
TO THE DEPOSITARY.
THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN THE OFFER TO
PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEES MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER TO
TRANSMITTAL.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in the Offer to Purchase) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to B Acquisition Corp., a Virginia
corporation and a wholly owned subsidiary of International Flavors &
Fragrances Inc., a New York corporation, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 6, 2000 (the
"Offer to Purchase"), and the related Letter of Transmittal (which, together
with any amendments or supplements thereto, constitute the "Offer"), receipt
of which is hereby acknowledged, the number of shares of common stock, par
value $1.00 per share (the "Shares"), of Bush Boake Allen Inc., a Virginia
corporation, set forth below, pursuant to the guaranteed delivery procedures
set forth in the Offer to Purchase.
Number of Shares Tendered: __________ SIGN HERE
Certificate No(s) (if available): Name(s) of Record Holder(s)
_____________________________________ _____________________________________
_____________________________________ _____________________________________
(please print)
[_]Check if securities will be
tendered by book-entry transfer Address(es);
Name of Tendering Institution: _____________________________________
_____________________________________ _____________________________________
(Zip Code)
Account No.: ________________________
Area Code and Telephone No(s):
Dated: ________________________, 2000
_____________________________________
Signature(s)
_____________________________________
_____________________________________
<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, (a) represents that the above named person(s)
"own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents
that such tender of Shares complies with Rule 14e-4 and (c) guarantees to
deliver to the Depositary either the certificates evidencing all tendered
Shares, in proper form for transfer, or to deliver Shares pursuant to the
procedure for book-entry transfer into the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility"), in either case
together with the Letter of Transmittal (or a facsimile thereof) properly
completed and duly executed, with any required signature guarantees or an
Agent's Message (as defined in the Offer to Purchase) in the case of a book-
entry delivery, and any other required documents, all within three New York
Stock Exchange trading days after the date hereof.
Name of Firm: _______________________ _____________________________________
(Authorized Signature)
Address: ____________________________
Title: ______________________________
_____________________________________
Zip Code Name: _______________________________
Area Code and Tel. No. ______________ _____________________________________
(Please type or print)
Date: _________________________, 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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