UNITED STATES
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): September 25, 2000
BUSH BOAKE ALLEN INC.
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(Exact name of registrant as specified in its charter)
Virginia 001-13030 13-2560391
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification Number)
7 Mercedes Drive
Montvale, NJ 07645-1855
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 391-9870
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On September 25, 2000, Bush Boake Allen Inc., a Virginia corporation
(the "Company") (NYSE: BBA), announced that it had entered into an Agreement and
Plan of Merger, dated as of September 25, 2000 (the "Merger Agreement"),
pursuant to which the Company will merge with and into a subsidiary of
International Flavors & Fragrances Inc., a New York corporation ("IFF") (NYSE:
IFF). Under the terms of the Merger Agreement, such subsidiary of IFF will
commence a tender offer for all of the outstanding shares of BBA common stock
not later than October 10, 2000 at a price of $48.50 per share in cash.
International Paper Company ("IP") (NYSE: IP), which owns approximately 68% of
the outstanding common stock of BBA, has entered into a Voting and Tender
Agreement, dated as of September 25, 2000, with IFF and BBA (the "Voting and
Tender Agreement") pursuant to which IFF has agreed to tender its shares of BBA
common stock in the tender offer. Furthermore, the Voting and Tender Agreement
grants IFF an option to purchase the shares of BBA common stock held by IP
exercisable under certain conditions in connection with termination of the
Merger Agreement. A copy of the Merger Agreement is attached hereto as Exhibit
2.1 and a copy of the Voting and Tender Agreement is attached hereto as Exhibit
10.1.
The tender offer will be subject to conditions including tender of
shares of BBA common stock representing at least 66 2/3% of the fully diluted
BBA common stock, expiration or termination of the Hart-Scott-Rodino Antitrust
Improvements Act waiting period and other customary conditions. The Merger
Agreement provides that following completion of the tender offer and receipt of
stockholder approval, if required, BBA will become a wholly owned subsidiary of
IFF. In the merger, each share of BBA common stock not tendered in the tender
offer will be converted into the right to receive $48.50 per share in cash.
The Merger Agreement and the Voting and Tender Agreement are
incorporated herein by reference.
Item 7. Exhibits
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of September 25, 2000.
10.1 Voting and Tender Agreement dated as of September 25, 2000.
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SIGNATURE
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 hereunto duly authorized.
BUSH BOAKE ALLEN INC.
Dated: September 27, 2000 By: /s/ Dennis M. Meany
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Dennis M. Meany
Vice President, General Counsel
and Secretary
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Exhibit Index
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of September 25, 2000.
10.1 Voting and Tender Agreement dated as of September 25, 2000.
