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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)

                                ---------------
                                   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: [_] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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. 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 3


                                                                Exhibit 99(a)(9)


                    INTERNATIONAL FLAVORS & FRAGRANCES AND
                     BUSH BOAKE ALLEN ANNOUNCE EXPIRATION
                      OF HART-SCOTT-RODINO WAITING PERIOD


                  NEW YORK (October 30, 2000) - International Flavors &
Fragrances Inc. (NYSE:IFF) and Bush Boake Allen Inc. (NYSE:BOA) today announced
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, has expired in connection with the previously announced
acquisition of Bush Boake Allen. On October 6, 2000, IFF and Bush Boake Allen
announced that B Acquisition Corp., a wholly-owned subsidiary of IFF, had
commenced a tender offer for all of the outstanding shares of common stock of
Bush Boake Allen at a price of $48.50 per share, as provided under an Agreement
and Plan of Merger, dated as of September 25, 2000.

                  The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Friday, November 3, 2000, unless extended. According to The
Bank of New York, the depositary for the offer, as of the close of business on
October 27, 2000, 13,302,685 shares of Bush Boake Allen common stock,
representing approximately 68.7% of the issued and outstanding shares of common
stock, had been validly tendered and not withdrawn.

                  Questions and requests for assistance with respect to the
offer may be directed to the Information Agent or the Dealer Manager for the
offer. The Information Agent is Georgeson Shareholder Communications Inc., 17
State Street, 10th Floor, New York, New York 10004. Banks and brokers call
collect (212) 440-9800. All others calls toll free (800) 223-2064.

                  The Dealer Manager for the offer is Morgan Stanley Dean
Witter, 1585 Broadway, New York, New York 10036.

                  The Depositary for the offer is The Bank of New York, One Wall
Street, New York, New York 10286.

                  IFF is the world's leading creator and manufacturer of flavors
and fragrances used by others to impart or improve flavor or fragrance in a wide
variety of consumer products. IFF has sales, manufacturing and creative
facilities in more than 35 countries worldwide with sales of $1.44 billion in
1999.


                  BBA, which conducts operations on six continents, has 60
locations in 38 countries worldwide. BBA 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. BBA had 1999 worldwide
sales of $499 million.

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