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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. 2)
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.
** $201,302 has previously been paid.
[_]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. 2 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 11. Additional Information.
Item 11 is hereby amended and supplemented to add the following:
On October 30, 2000, Parent and the Company announced that the waiting
period under the HSR Act applicable to the Offer expired at 11:59 p.m., New
York City time, October 26, 2000. Parent and the Company issued a joint press
release, a copy of which is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.
Item 12. Exhibits.
Item 12 is hereby amended and supplemented to add the following new exhibit:
(a)(9) Press Release, dated October 30, 2000.
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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 30, 2000
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