AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
AMENDMENT NO. 2
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BUSH BOAKE ALLEN INC.
(Name of Subject Company)
BUSH BOAKE ALLEN INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
123162109
(CUSIP Number of Class of Securities)
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Dennis M. Meany, Esq.
Vice President, General Counsel and Secretary
Bush Boake Allen Inc.
7 Mercedes Drive
Montvale, New Jersey 07645
(201) 391-9870
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
On Behalf of the Person Filing Statement)
WITH A COPY TO:
Robert B. Schumer, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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<PAGE>
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with
the Securities Exchange Commission on October 6, 2000 (as previously amended by
Amendment No. 1 on October 30, 2000) (the "Schedule 14D-9"), by Bush Boake Allen
Inc., a Virginia corporation (the "Company"), relating to the tender offer (the
"Offer") by B. Acquisition Corp., a Virginia corporation ("Offeror"), which is a
wholly-owned subsidiary of International Flavors & Fragrances Inc., a New York
corporation ("Parent"), disclosed in a Tender Offer Statement on Schedule TO,
dated October 6, 2000 (as previously amended by Amendment No. 1 on October 30,
2000) (the "Schedule TO"). The Offer relates to the purchase of all outstanding
shares of common stock, par value $1.00 per share, of the Company (the "Shares")
for $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 dated October 6, 2000, and in
the related Letter of Transmittal included as exhibits to the Schedule TO. The
Offer is being made pursuant to an Agreement and Plan of Merger, dated as of
September 25, 2000 among Parent, Offeror and the Company.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by the
addition of the following information thereto:
The Offer expired at 12:00 midnight, New York City time, on Friday,
November 3, 2000. Pursuant to the Offer, Offeror accepted for payment
approximately 18,833,316 Shares on November 6, 2000. This number represents
approximately 97% of the outstanding Shares.
On Monday, November 6, 2000, Parent and the Company issued a joint
press release announcing the closing of the Offer and that they expect the
Merger of Offeror into the Company to be completed as soon as practicable.
A copy of the joint press release, dated November 6, 2000 issued by
Parent and the Company announcing the expiration of the Offer is attached hereto
as Exhibit 10 and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by the
addition of the following exhibit thereto:
Exhibit 10 Joint Press Release, dated November 6, 2000 issued by Parent
and the Company.
<PAGE>
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.
BUSH BOAKE ALLEN INC.
By: /s/ Dennis M. Meany
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Name: Dennis M. Meany
Title: Vice President, General
Counsel and Secretary
Dated: November 6, 2000
