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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 7, 1999
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BUSH BOAKE ALLEN, INC.
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(Exact name of registrant as specified in its charter)
Virginia
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(State or other jurisdiction of incorporation)
001-13030 13-2560391
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(Commission File Number) (IRS Employer Identification No.)
7 Mercedes Drive, Montvale, New Jersey 07645-1855
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(Address of principal executive offices)
(201) 391-9870
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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On May 7, 1999, Bush Boake Allen Inc. issued a press release announcing
changes in the Company's Board of Directors. These changes are related to the
transfer of Union Camp Corporation's majority interest in Bush Boake Allen Inc.
to International Paper Company by merger completed on April 30, 1999.
The reorganized Board of Directors contains the following members:
Peter L. Acton, Julian W. Boyden, L. Robert Pfund, James M. Reed, C. Wesley
Smith, and William H. Trice. All such directors and C. Cato Ealy have been
nominated for election by the Company's stockholders at the Annual Meeting on
September 8, 1999.
Bush Boake Allen Inc. also announced the resignation of George J.
Sella, Jr. and Thomas R. Crane, Jr., both of whom served as directors since the
Company became a public company in 1994.
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Item 7. Exhibits
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99.1 Press Release dated May 7, 1999.
SIGNATURES
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 thereunto duly authorized.
BUSH BOAKE ALLEN INC.
Dated: May 12, 1999 By: ____________________________
Dennis M. Meany
Vice President, General Counsel and Secretary
Bush Boake Allen Inc.
7 Mercedes Drive
Montvale, New Jersey 07645-1855
(NYSE:BOA)
AT THE COMPANY:
Stewart J. Phelps
(201) 782-3372
FOR IMMEDIATE RELEASE
May 7, 1999
BUSH BOAKE ALLEN ANNOUNCES
CHANGES IN ITS BOARD OF DIRECTORS
Montvale, NJ - May 7 - Julian W. Boyden, chairman, president and chief executive
officer of Bush Boake Allen Inc. (NYSE:BOA) today announced several changes in
the company's Board of Directors. These changes are related to the transfer of
Union Camp Corporation's majority interest in Bush Boake Allen to International
Paper Company by merger, completed on April 30, 1999.
Mr. C. Wesley Smith was elected to BBA's board at the regular meeting on
Wednesday, May 5th. Mr. Smith is presently an executive vice president and a
director of International Paper Company and has served International Paper in a
number of executive roles since joining the company in 1980, including the
position of president, International Paper - Europe.
In addition, Mr. C. Cato Ealy has been nominated for election to the board, by
the company's stockholders, at the annual meeting in September. Mr. Ealy is
International Paper's vice president, business development and planning. He was
formerly a director of Charterhouse Inc., a British merchant banking firm and
also held various merger and acquistion positions with PaineWebber Inc. in New
York.
Bush Boake Allen also announced the resignation of George J. Sella, Jr., retired
chairman and chief executive officer of American Cyanamid Company and Thomas R.
Crane, Jr., former president and chief executive officer of Castrol North
America Holdings Inc. from Bush Boake Allen's Board of Directors. Mr. Boyden
noted that "both of these gentlemen had served as directors since BBA became a
public company in mid 1994" and went on to say "I want to express my deep
appreciation for the dedicated effort that George Sella and Tom Crane devoted to
helping build Bush Boake Allen. Our shareholders and the company have benefited
greatly from their having served on our board."
The reorganized Board of Directors contains the following members: Peter L.
Acton, Julian W. Boyden, L. Robert Pfund, James M. Reed, C. Wesley Smith, and
William H. Trice. All present directors and C. Cato Ealy have been nominated for
election, by the company's stockholders, at the Annual Meeting on September 8,
1999. The meeting, which is customarily held in early May, was postponed this
year pending the completion of the merger between International Paper Company
and Union Camp Corporation.
Bush Boake Allen Inc., which conducts operations on six continents, has
locations in 39 countries worldwide. The company 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.
