AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 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. 1
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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. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 originally filed with the Securities Exchange
Commission on October 6, 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 (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") 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 waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and the regulations thereunder applicable to the purchase of the Shares
pursuant to the Offer (the "Waiting Period") expired on October 26, 2000.
A copy of the joint press release, dated October 30, 2000 issued by Parent
and the Company announcing the expiration of the Waiting Period is attached
hereto as Exhibit 9 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 9 Joint Press Release, dated October 30, 2000 issued by Parent and
the Company.(1)
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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.
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: October 30, 2000
