<PAGE>


-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                            ------------------------
                                    FORM 10-K
                       -----------------------------------
(MARK ONE)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended          December 25, 1999
                                   --------------------------------------------
                                                  OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
         For the transition period from                   to
                                       ------------------    --------------
                         Commission File Number 1-13030
                                 ---------------
                              BUSH BOAKE ALLEN INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                 <C>

                  VIRGINIA                                13-2560391
   (State or Other Jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                   Identification No.)
   7 MERCEDES DRIVE, MONTVALE, NEW JERSEY                   07645
   (Address of Principal Executive Offices)               (Zip Code)
</TABLE>

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 201-391-9870
                                ---------------
           Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>

                                               Name of Each Exchange on
          Title of Each Class                    Which Registered
         --------------------                 ----------------------
       <S>                                 <C>
       COMMON STOCK, $1 PAR VALUE             NEW YORK STOCK EXCHANGE
</TABLE>

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE
                                ---------------

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         On March 1, 2000, 19,310,034 shares of Registrant's Common Stock, $1
par value, were outstanding. On March 1, 2000, the closing price per share for
the Common Stock listed on the New York Stock Exchange was $28.3125 and the
aggregate market value of the Common Stock held by non-affiliates of the
Registrant was $174,264,400.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended December 25, 1999 (the "Bush Boake Allen 1999 Annual Report") are
incorporated by reference in Parts I, II and IV of this Form 10-K.

         Portions of Registrant's Proxy Statement dated March 22, 2000 (the
"Bush Boake Allen 2000 Proxy Statement") are incorporated by reference in Part
III of this Form 10-K.

--------------------------------------------------------------------------------





<PAGE>

COPIES OF THE EXHIBITS MAY BE OBTAINED BY STOCKHOLDERS UPON WRITTEN
REQUEST DIRECTED TO THE SECRETARY, BUSH BOAKE ALLEN INC., 7 MERCEDES
DRIVE, MONTVALE, NEW JERSEY 07645, ACCOMPANIED BY A CHECK IN THE AMOUNT
OF $10.00 PAYABLE TO BUSH BOAKE ALLEN INC. TO COVER PROCESSING AND
MAILING COSTS. COSTS OF INDIVIDUAL EXHIBITS ARE AVAILABLE UPON REQUEST
TO THE SECRETARY.







<PAGE>

                                     PART I

ITEM 1. BUSINESS

GENERAL

        Bush Boake Allen Inc., a Virginia corporation ("BBA" or the "Company")
or its predecessors have been in the flavor and fragrance business since the
mid-1800s. In 1966, Albright & Wilson, a United Kingdom company, formed BBA as
an independent integrated flavor and fragrance business through the merger of W.
J. Bush Limited ("Bush"), A. Boake Roberts Limited ("Boake") and Stafford Allen
Limited ("Allen"), each based in the United Kingdom. Bush produced liquid
flavors and historically conducted business throughout the former British
Empire. Boake produced aroma chemicals and fragrances and Allen produced spices
and seasonings.

        Union Camp Corporation ("Union Camp"), which manufactured paper,
paperboard, packaging, wood and chemical products, acquired BBA in 1982 from
Albright & Wilson which was then a wholly-owned subsidiary of Tenneco, Inc. In
June 1994, the Company completed an initial public offering of 6,065,000 shares
of its Common Stock, $1 par value (the "Common Stock") which resulted in 31.6%
of its outstanding Common Stock being publicly held, with the remaining 68.4%
held by Union Camp. Prior to the initial public offering, the Company was
reincorporated from New York to Virginia. On April 30, 1999, through the merger
of Union Camp with and into the International Paper Company ("International
Paper"), which manufactures paper, paperboard, packaging, and wood and chemical
products, International Paper became the majority stockholder of the Company.

        BBA's business is organized into two operating segments: (i) flavor
(including compound flavors, essential oils, seasonings and spice extracts) and
fragrance and (ii) aroma chemicals. In 1999, flavor and fragrance and aroma
chemicals accounted for approximately 81% and 19%, respectively, of the
Company's total net sales. The Company's flavor products impart a desired taste
and smell to a broad range of consumer products including soft drinks,
confections, dietary foods, snack foods, dairy products, pharmaceuticals and
alcoholic beverages. The Company's fragrance products are used in a wide variety
of products including soaps, detergents, air fresheners, cleaners, cosmetics and
toiletries and related products. The Company's flavor and fragrance compounds
are sold primarily to consumer products companies which use these products in
conjunction with other natural and synthetic ingredients to make their products
more appealing to consumers. Included within the flavor and fragrance segment is
the Company's natural extracts and seasonings business which consists of
essential oils and spice extracts that are sold primarily to manufacturers of
food and beverage products.








<PAGE>


         BBA is also a major producer of aroma chemicals, products which are
primarily used as raw materials in fragrance compounds. Aroma chemicals are
derived primarily from turpentine, a by-product of the wood pulping process, and
from certain petroleum- based products. The Company sells the majority of its
aroma chemicals directly to major multinational consumer products manufacturers
and other fragrance and flavor compounders who use them as fragrance raw
materials. The remainder are sold to agrochemical and specialty chemical
manufacturers and used internally by BBA in its production of fragrance
compounds. The Company's aroma chemicals are produced at highly efficient,
automated facilities located in Jacksonville, Florida (terpene-based aroma
chemicals) and Widnes, United Kingdom (terpene- and petrochemical-based aroma
chemicals).

        The Company has operations in 38 countries in North and South America,
Europe, Asia, Australia, the Middle East and Africa. BBA's flavor and fragrance
business is separately managed in four geographic regions: the Americas (North
and South America and Caribbean area); Europe (Western Europe), Asia Pacific
(East Asia, Southeast Asia, Australia and New Zealand) and International (India,
Middle East, Eastern Europe, Africa and Russia). Technical, production, sales
and customer service capabilities are located in each region which enhances the
Company's focus on individual market and customer preferences. The Company's
aroma chemicals business is managed globally from Jacksonville. The Company's
New Jersey Headquarters and London office provide administrative and technical
support worldwide.

        Revenue, operating profits and other financial data for the principal
business segments and for regional operations for the years ended December 25,
1999, 1998 and 1997 appear in Note 11 of Notes to Consolidated Financial
Statements on pages 32 to 33 of the Bush Boake Allen 1999 Annual Report and are
incorporated by reference in this Item 1.

        The Company's principal executive offices are located at 7 Mercedes
Drive, Montvale, New Jersey 07645 (Tel. No. (201) 391-9870).

INDUSTRY OVERVIEW

        Flavor and fragrance compounds are used in numerous end products.
Fragrance compounds may be single-ingredient or highly complex blends of
essential oils, natural extracts or aroma chemicals. These compounds are sold
primarily to manufacturers of consumer products, including perfumes, cosmetics,
personal care products, soaps, detergents, household cleaners and ambient
deodorizers. Flavor compounds also may be single-ingredient, such as menthol or
vanillin, or complex blends of natural and synthetic materials. These compounds
are sold primarily to manufacturers of beverages, confections, dairy and meat
products, snack foods, baked goods and other food products. Pharmaceuticals,
oral care products and pet food are also significant end-use categories.

                                      -2-








<PAGE>


Essential oils (such as citrus and mint) and natural extracts (such as vanilla
and fruit extracts) are key components of flavor and fragrance end products.

         Aroma chemicals are organic chemicals derived from either conversion of
turpentine or petrochemical raw materials, or isolation from natural sources.
More than 3,000 of these chemicals are used by flavor and fragrance companies,
which both use aroma chemicals as raw materials for their compound products and
sell them directly to others. Certain of the larger volume aroma chemicals are
generally considered commodity products, with price and customer relationships
constituting the key selling factors.

PRODUCTS

        The Company's principal flavor and fragrance products consist of
compounds of large numbers of ingredients blended under proprietary formulas
created by its perfumers and flavorists. Most of these compounds contribute
substantially all of the flavor or fragrance to the consumer end products in
which they are incorporated. Numerous compounds are produced by the Company, and
new compounds are constantly being created in order to meet the many and
changing characteristics of its customers' end products. The Company's flavor
products also include essential oils, natural extracts, spice extracts and
seasonings derived from various fruits, vegetables, nuts, herbs and spices as
well as enzymatically enhanced ingredients. The Company's products are sold in
liquid, powder and paste forms in volumes ranging from a few kilograms to
several tons, depending on the nature of the customer's finished product. The
Company also produces aroma chemicals for use in its own flavor and fragrance
compounds as well as for sale directly to other flavor and fragrance consumer
product manufacturers.

    Flavor Products

        The Company produces flavor compounds, which are primarily sold to the
food, beverage and pharmaceutical industries. They include (i) natural and
synthetic flavoring substances, (ii) process flavors, (iii) enzyme modified
dairy products and (iv) carriers. Flavors may be either sweet or savory. Sweet
flavors include the full range of fruit flavors as well as other flavors such as
vanilla, coffee, chocolate and cola. The Company's sweet flavors are used in
consumer products, including beverages, candies, baked goods, desserts and dairy
applications. Savory flavors include meat, cheese and fish flavors. The
Company's savory flavors are used in snack products, soups, prepared meals and
other processed foods. In addition to sweet and savory flavors, the Company
produces flavors for specific applications, principally in the tea, oral hygiene
and pharmaceutical industries. In 1997, 1998 and 1999, sales of flavor compounds
accounted for approximately 36%, 35% and 35%, respectively, of the Company's
total net sales.

        The Company produces natural products which are sold primarily to the
food industry and consist of essential oils, natural extracts, spices, herbs and
seasonings. Essential oils are mixtures of natural aroma chemicals typically
obtained by steam




                                      -3-








<PAGE>


distillation or expression from plants, fruits, seeds, barks, leaves and
berries. Essential oils and natural extracts are used as flavoring items in
their own right and also as raw materials for compounding flavors, as well as
fragrances. In addition to selling such products to customers, the Company uses
them to produce its own flavor and fragrance compounds. Spices and herbs are
plant products which, due to their high content of essential oils, are highly
aromatic. Seasonings are a blend of spices, herbs, flavors, essential oils and a
carrier such as salt or flour. In each of 1997, 1998 and 1999, sales of natural
products accounted for approximately 21%, 22% and 23%, respectively, of the
Company's total net sales.

    Fragrance Products

        The Company produces a broad range of fragrance compounds which are sold
primarily to manufacturers of cosmetics and toiletries, household cleaners,
soaps and detergents and personal care products. The Company has also been
successful in promoting the use of deodorants in a variety of applications such
as masking diesel automotive fuel odor. In addition, the Company has devoted
substantial research and development activity toward developing malodor
counteractive fragrances for use in laundry and air freshener applications. The
Company is also promoting a line of fragrance compounds based on extensive
analysis of scents from living plants and flowers. These fragrances are being
marketed by the Company under the GENERESSENCE(R) trade name. In 1997, 1998 and
1999, sales of fragrances (excluding the resale of aroma chemicals purchased
from BBA's Aroma Chemical Division) accounted for approximately 18%, 19% and
20%, respectively, of the Company's total net sales.

    Aroma Chemicals

        The Company produces aroma chemicals for use in its own flavor and
fragrance compounds as well as for sale directly to other flavor and fragrance
and consumer product manufacturers, which, in turn, use them as raw materials in
their own formulations and products. The Company obtains approximately 22% of
its crude turpentine needs from International Paper operations and also uses
procurement services provided by Arizona Chemical, a wholly-owned subsidiary of
International Paper for other external purchases of turpentine, in each case at
approximately fair market value. The Company is a major supplier of
terpene-based aroma chemicals throughout the world. The Company's aroma chemical
products include geraniol, citral, citronellol, linalol, terpineol, ionones,
BOISVELONE(TM), ANANDOL(TM) and ABBALIDE(TM). The Company also manufactures
LILESTRALIS(TM), a well-known petrochemical-based product with lily-type floral
aroma. A different grade of LILESTRALIS is sold by the Company to agrochemical
manufacturers for use as an intermediate in certain fungicides. In each of 1997,
1998 and 1999, sales of aroma chemicals (including the resale of aroma chemicals
by BBA's Fragrance business) accounted for approximately 25%, 24% and 22%,
respectively, of the Company's total net sales.




                                      -4-








<PAGE>



MARKETING AND CUSTOMERS

         The Company sells flavor and fragrance compounds to major international
food, beverage and other consumer product manufacturers. BBA regards these large
multinational consumer products companies as a key customer segment and manages
business development for these accounts ("international target accounts") on an
integrated, worldwide basis. The Company often cooperates with these customers
in the development of specific flavors or fragrances for a particular end
product. The Company also sells its products to a large number of regional and
local customers. The Company's approach to servicing regional and local
customers is similar to that for its international target accounts; however, the
flavor or fragrance products offered typically reflect the tastes and
preferences of the specific region.

        The Company's aroma chemical products are sold primarily to major
manufacturers of household products, including soaps and detergents, fabric
conditioners, cosmetics and toiletries for incorporation in fragrances
compounded by these customers and other fragrance and flavor compounders. During
1999, the Company's ten largest external aroma chemical customers accounted for
approximately 52% of the Company's total aroma chemicals sales. Product quality,
product consistency, timely delivery and overall service are important factors
in successfully maintaining aroma chemical accounts.

        During 1999, the Company's ten largest customers accounted for an
aggregate of approximately 24% of its total net sales, its three largest
customers and their affiliates accounted for approximately 6%, 4% and 2%
respectively, of its total net sales, and no other single customer accounted for
more than approximately 2% of total net sales.

RESEARCH AND DEVELOPMENT

        The work of the Company's perfumers and flavorists is conducted in the
Company's three major regional creative and technical centers located in
Montvale, New Jersey (for the Americas region), London (for the Europe and
International regions), and Singapore (for the Asia Pacific region). Ideas and
products generated in these creative and technical centers are made available to
the Company's regional centers for further development. In addition, the Company
maintains 42 laboratories located throughout the world which support technical
and development efforts in local markets. The Company's flavor and fragrance
research is conducted at its facility in London and at Montvale. The Company
also has extensive analytical capabilities at its London and Montvale facilities
which aid in the isolation and identification of flavor and fragrance
ingredients.

        Research and development for the Company's aroma chemicals business is
conducted principally in advanced technical centers in Widnes, United Kingdom
and Jacksonville, Florida.



                                      -5-








<PAGE>


        The Company spent a total of approximately $25.4 million, $25.2 million
and $23.6 million in 1999, 1998 and 1997, respectively, on research and
development activities. The Company expects these expenditures in 2000 to be
approximately $27.1 million.

MANUFACTURING AND DISTRIBUTION

        The major manufacturing and compounding facilities of the Company are
located in Argentina, Australia, Canada, China, India, Mexico, New Zealand,
Philippines, Singapore, South Africa, Sweden, Thailand, Turkey, the United
Kingdom and the United States.

        BBA's aroma chemicals manufacturing facility in the United Kingdom is
located in Widnes. Operations began at Widnes in 1958 and, following expansion
over the years, the facility now includes highly automated, versatile and
sophisticated processing equipment. During 1998 and 1999, an annual amount of
approximately 6,300 and 6,900 tons, respectively, of terpene- and
petroleum-based aroma chemicals were produced at Widnes and sold to customers
including the manufacturers of soaps, detergents, cleaners, and other fragrance
products.

        In the U. S., the Jacksonville facility processes between 9 and 10
million gallons per year of turpentine through high-efficiency distillation
columns. Beta pinene, one of the distillation products, is further processed to
produce a broad range of aroma chemicals including geraniol, citral,
citronellol, and ionones. The Jacksonville facility also supplies intermediates
to Widnes for further processing.

        BBA's flavor and fragrance compounding facilities, as well as those of
the other major producers, are primarily batch weighing and blending and liquid
packaging facilities that are operated manually. Given the complexity of most
flavor and fragrance compounds, small quantities of the various components are
dispensed, weighed and added to a mixing unit by hand. BBA has begun to automate
its compounding processes, starting with its raw material delivery system.
Automated carousels which deliver numerous small-scale ingredients to the
compounder have been installed at the London and Norwood, New Jersey fragrance
compounding facilities. Automated liquid flavor compounding systems have been
installed in London and Chicago.

        BBA's major essential oil production facility is located in Long
Melford, United Kingdom.

        The Company's two major production centers for seasonings are located at
Long Melford, United Kingdom and Carrollton, Texas. At both facilities, various
spices, flavors and essential oils are dry mixed with salt, flour or other
carriers to produce a finished seasoning. As with flavor and fragrance
compounding, the weighing and adding of raw materials to the blending process is
mostly manual.



                                      -6-







<PAGE>


        The Company's products are primarily distributed through its own sales
force, operating from 5 sales offices in the United States and 50 sales offices
in 37 other countries. In addition, the Company currently markets its products
through sales agencies in countries in which it does not have a direct sales
force. Most of the Company's 55 sales facilities around the world stock
inventory of the Company's products.

RAW MATERIAL PURCHASES; SUPPLIERS

         The Company purchases thousands of different raw materials from many
sources throughout the world. The principal natural raw material purchases
consist of essential oils, extracts and concentrates derived from fruits,
vegetables, flowers, woods and other botanicals. The Company's principal raw
material purchases consist of organic chemicals, primarily turpentine. No single
supplier accounted for more than 5% and 4%, respectively, of the Company's raw
material requirements in 1998 and 1999. The Company believes that alternate
sources of materials are available to enable it to maintain its competitive
position in the event of an interruption in the supply of raw materials from a
single supplier.

COMPETITION

        The Company has more than 300 competitors worldwide, approximately 10 of
which the Company believes have significant international operations. The
Company's competitive position and its principal methods of competition are
based primarily on the creative skills of its perfumers and flavorists,
technological advances resulting from its research and development and customer
service and support provided by its marketing and application groups, as well as
product quality and, to a lesser extent, price. The Company believes it is one
of the ten largest manufacturers of flavors and fragrances and aroma chemicals,
as measured by revenues, in the world. In particular countries and localities,
the Company competes with numerous companies specializing in certain product
lines, some of which are larger than the Company and some stronger in a
particular product line or lines. Most of the Company's customers do not buy all
of their flavor and/or fragrance products from a single supplier, and some
customers make their own flavor or fragrance compounds with ingredients supplied
by the Company or others.

EMPLOYEES

        As of December 25, 1999, the Company had 1,978 full-time equivalent
employees.

GOVERNMENTAL REGULATION

        Manufacture and sale of the Company's products are subject to regulation
in the United States by federal regulatory agencies, including the Food and Drug
Administration, the Alcohol, Tobacco and Firearms Bureau of the Treasury
Department, the




                                      -7-









<PAGE>


Environmental Protection Agency, the Occupational Safety and Health
Administration, and by various state and local authorities. The Company's
operations outside the United States are subject to similar regulation in a
number of countries. Compliance with existing governmental requirements of such
bodies has not materially affected the Company's operations, earnings or
competitive position. The Company is subject to various United States federal,
state and local environmental laws and regulations concerning emissions to the
air, discharges to waterways, the release of materials into the environment, or
otherwise relating to the protection of the environment. In addition, a number
of local communities and countries other than the United States have enacted, or
have under consideration, laws and regulations relating to the use and disposal
of materials relating to the production of flavors and fragrances. The Company's
capital expenditures relating to environmental projects totaled $2.4 million in
1999. The Company estimates capital expenditures relating to environmental
projects will be approximately $3 million in 2000.

FORWARD-LOOKING STATEMENTS

    Statements in this Annual Report on Form 10-K (including information from
the Bush Boake Allen 1999 Annual Report incorporated herein by reference) which
are not historical are forward-looking statements that are subject to risks and
uncertainties which could cause actual results to differ materially. Such risks
and uncertainties with respect to the Company's business include general
economic conditions, customers changing flavor and/or fragrance formulations,
pricing, availability of materials which are purchased and products which are
sold, the effect of the transition to the Euro and political and economic
uncertainties, currency fluctuations, devaluations and/or revaluations in the
many countries in which the Company operates. The Company assumes no duty to
update any such forward-looking information.

ITEM 2.  PROPERTIES

        The following table sets forth the locations of the Company's principal
properties, all of which are owned, unless otherwise indicated:


                                      -8-









<PAGE>


<TABLE>
<CAPTION>
        LOCATION                                    NATURE OF PROPERTY
        --------                                    ------------------
<S>                                        <C>
Atlacomulco, Mexico                        Manufacturing (Flavors and seasonings)
Auckland, New Zealand                      Manufacturing (Flavors and seasonings)
Bangkok, Thailand(1)                       Manufacturing (Seasonings)
Buenos Aires, Argentina                    Manufacturing (Flavors and fragrances)
Carrollton, Texas(1)                       Manufacturing (Seasonings)
Chicago, Illinois                          Manufacturing (Flavors)
Guangzhou, Peoples Republic of China       Manufacturing (Flavors and fragrances)
Istanbul, Turkey                           Manufacturing (Flavors and seasonings)
Jacksonville, Florida                      Manufacturing (Terpene derivatives and aroma chemicals)
Johannesburg, South Africa                 Manufacturing (Flavors, fragrances and seasonings)
Jurong, Singapore(2)                       Manufacturing (Flavors and fragrances)
Knislinge, Sweden                          Manufacturing (Seasonings)
London, United Kingdom                     Regional headquarters, manufacturing (Flavors and
                                             fragrances)
Long Melford, United Kingdom               Manufacturing (Spices, essential oils and seasonings)
Madras, India(3)                           Manufacturing (Flavors and fragrances)
Manila, Philippines(1)                     Manufacturing (Flavors, fragrances and seasonings)
Melbourne, Australia                       Manufacturing (Flavors, fragrances and seasonings)
Montreal, Canada                           Manufacturing (Flavors, spices, essential oils and
                                             seasonings)
Montvale, New Jersey(1)                    Corporate administrative headquarters and technical center
Norwood, New Jersey(1)                     Manufacturing (Fragrances)
Sydney, Australia(1)                       Manufacturing (Flavors)
Widnes, United Kingdom                     Manufacturing (Aroma chemicals)
Witham, United Kingdom                     Manufacturing (Flavors)
</TABLE>

--------------
(1) Leased.
(2) Land is leased and buildings are owned.
(3) The Company has approximately a 75% interest in the subsidiary company which
    owns this facility.

ITEM 3. LEGAL PROCEEDINGS

        The Company is a party to various legal proceedings arising in the
ordinary course of business. Based upon the information presently available and
the Company's evaluation of the pending proceedings and applicable enforcement
and penalty policies and practices, management believes that the adverse
determination of any such proceeding or all of them combined would not have a
material adverse effect on the Company's business or financial position or
results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

EXECUTIVE OFFICERS OF BUSH BOAKE ALLEN INC.


                                      -9-








<PAGE>


        Set forth below are the names, ages and positions of the executive
officers of the Company as of March 1, 2000.

<TABLE>
<CAPTION>
               NAME                AGE                    POSITION
               ----                ---                    --------
<S>                                <C>         <C>
    Julian W. Boyden................55         Chairman of the Board, President
                                                and Chief Executive Officer
    Fred W. Brown...................53         Vice President, Finance and Chief Financial Officer
    Chia Siang Ee...................51         Vice President, Asia Pacific Region
    James H. Dunsdon................53         Executive Vice President, Americas Region
    Bruce J. Edwards................53         Vice President, International Region
    Ronald A. Landis................52         Vice President, Human Resources & Safety
    P. C. Mathew....................49         Vice President, Aroma and Terpene Chemicals
    Kenneth M. McHugh...............48         Vice President and Controller
    Dennis M. Meany.................52         Vice President, General Counsel and Secretary
    Peter A. Thorburn...............57         Vice President, Global Chemical Sales and Marketing
    Charles D. Weller...............52         Vice President and Treasurer
    John R. Wright..................53         Vice President, Commerce and Technology
</TABLE>

        Set forth below is a description of the backgrounds of the executive
officers of the Company. As used in such description, the term "Company" means
BBA or one or more of BBA's predecessors.

        Julian W. Boyden has been a Director, President and Chief Executive
Officer of the Company since February 1994 and was appointed to the additional
position of Chairman of the Board of the Company effective January 1, 1997.
Prior to February 1994, Mr. Boyden was a Vice President of Union Camp since
January 1991 and the General Manager of the Company since January 1989. Mr.
Boyden has been associated with the Company since 1968.

        Fred W. Brown was named Vice President, Finance in February 1994. Mr.
Brown was Controller of the Company from January 1990 until February 1994. Mr.
Brown has been associated with the Company or Union Camp since 1971.

        Chia Siang Ee has been Vice President, Asia Pacific Region since May
1998. Prior to that he was a Senior Vice President of Albright & Wilson Asia
Pacific Pte Ltd. with various sales and general management responsibilities
since 1987. Mr. Chia was associated with Albright & Wilson from 1974 until 1998.

        James H. Dunsdon has been Executive Vice President, Americas Region of
the Company since May 1999. Prior to that he was Executive Vice President since
August 1996 and before that was Vice President, Europe Region since July 1990.
Mr. Dunsdon has been associated with the Company since 1969.


                                      -10-








<PAGE>


        Bruce J. Edwards has been Vice President, International Region of the
Company since December 1993. From 1980 to November 1993 Mr. Edwards was employed
as Sales Director by Borthwicks Plc, a U.K.-based producer of flavor compounds.
Mr. Edwards was previously associated with the Company from 1965 until 1980.

        Ronald A. Landis has been Vice President, Human Resources & Safety since
February 1997. Mr. Landis joined the Company as Director of Human Resources in
October 1996. Prior to that he was a principal with Gemini Consulting from April
1994 to September 1996. Prior to April 1994 Mr. Landis was employed by Olin
Corporation and then Sterling Drug in various Human Resources roles since 1978.

        P. C. Mathew has been Vice President, Aroma and Terpene Chemicals since
January 1994. From April 1989 to January 1994 he was Vice President,
Administration. Prior to that time he was Managing Director of BBA India. Mr.
Mathew has been associated with the Company since 1984.

        Kenneth M. McHugh was named Vice President and Controller of the Company
in September 1999. Before that he was Controller of the Company since February
1994. From August 1986 to January 1994 he was Regional Controller for BBA's
Americas Region. Mr. McHugh has been associated with the Company or Union Camp
since 1976.

        Dennis M. Meany was named Vice President, General Counsel and Secretary
in February 1994. From May 1986 to February 1994 Mr. Meany was Associate General
Counsel and Assistant Secretary of Union Camp Corporation. He has been
associated with the Company or Union Camp since 1977.

        Peter A. Thorburn has been Vice President, Global Chemical Sales and
Marketing since January 1994. From January 1992 to December 1993 he was Vice
President, International Region. Mr. Thorburn has been associated with the
Company since 1981.

        Charles D. Weller was named Vice President and Treasurer of the Company
in September 1999. Before that he was Treasurer of the Company since October
1994. From 1988 to 1994 Mr. Weller was Assistant Treasurer of Duracell
International.

        John R. Wright was named Vice President, Commerce and Technology in
January 1995. From September 1993 to December 1994 Mr. Wright was General
Manager of BBA's Flavor Division in the United Kingdom. Mr. Wright has been
associated with the Company since 1973.


                                      -11-









<PAGE>


                                        PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

         The Common Stock began trading on the New York Stock Exchange under the
symbol BOA on May 12, 1994. The following table sets forth for the fiscal
periods indicated the high and low sales prices of the Common Stock.

<TABLE>
<CAPTION>
                                     1998                            1999
                      -----------------------------       -----------------------------
                            High             Low              High            Low
                            ----             ---              ----            ---
<S>                         <C>           <C>                <C>            <C>
  1st Quarter               $33.875       $25.4375           $35.3125       $25.9375
  2nd Quarter                33.00         28.00              30.375         24.3125
  3rd Quarter                33.6875       26.25              29.3125        22.125
  4th Quarter                34.125        25.00              26.5625        22.50
</TABLE>


The approximate number of stockholders of record at December 25, 1999 was 211.

         Since its initial public offering, the Company has not declared any
dividends on its Common Stock. The Company currently intends to retain all
future earnings to finance the operations and expansion of the Company's
business.

ITEM 6. SELECTED FINANCIAL DATA

         Information in response to the disclosure requirements specified by
this Item 6 appears on page 35 of the Bush Boake Allen 1999 Annual Report and is
incorporated by reference in this Item 6.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         Information in response to the disclosure requirements specified by
this Item 7 appears in the text under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 16 to 20 of
the Bush Boake Allen 1999 Annual Report and is incorporated by reference in this
Item 7.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


                                      -12-








<PAGE>


         Information in response to the disclosure requirements specified by
this Item 7a appears on pages 18 and 19 of the Bush Boake Allen 1999 Annual
Report and is incorporated by reference in this Item 7a.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Information in response to the disclosure requirements specified by
this Item 8 appears on pages 21 to 33 of the Bush Boake Allen 1999 Annual Report
and is incorporated by reference in this Item 8.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

             Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Information in response to the disclosure requirements specified by this
Item 10, with respect to (i) the directors of Bush Boake Allen Inc., appears
under the caption "Proposal 1 - Election of Directors" on pages 1 and 2 of the
Bush Boake Allen 2000 Proxy Statement and (ii) the executive officers of Bush
Boake Allen Inc., appear under the caption "Executive Officers of Bush Boake
Allen Inc." in Part I of this Form 10-K. Such information is incorporated by
reference in this Item 10.

ITEM 11. EXECUTIVE COMPENSATION

        Information in response to the disclosure requirements specified by this
Item 11 appears under the captions "Board of Directors and Committees",
"Executive Compensation", and "Retirement Plans" on pages 2 and 3, 4 and 5, and
9 to 12 respectively, of the Bush Boake Allen 2000 Proxy Statement. Such
information is incorporated by reference in this Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Information in response to the disclosure requirements specified by this
Item 12 appears under the captions "Security Ownership of Certain Beneficial
Owners" and "Security Ownership of Management as of December 25, 1999" on pages
3 and 4 of the Bush Boake Allen 2000 Proxy Statement and is incorporated by
reference in this Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


                                      -13-






<PAGE>

        Information in response to the disclosure requirements specified by this
Item 13 appears under the caption "Certain Relationships and Related Party
Transactions" on pages 12 and 13 of the Bush Boake Allen 2000 Proxy Statement
and is incorporated by reference in this Item 13.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a) (1)      Index to financial statements

                      The following financial statements are included at the
               indicated pages in the Bush Boake Allen 1999 Annual Report and
               are incorporated by reference in this Annual Report on Form 10-K:

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
         Consolidated Statements of Income and
            Comprehensive Income for each of the three years ended
            December 25, 1999...........................................          21

         Consolidated Balance Sheets - December 25, 1999
            and 1998....................................................          22

         Consolidated Statements of Cash Flows for each of the three
            years ended December 25, 1999...............................          23

         Notes to Consolidated Financial Statements.....................          24-33

         Report of Independent Accountants..............................          34
</TABLE>

         (2) All exhibits, including those incorporated by reference.


<TABLE>
<CAPTION>
NO.                          DESCRIPTION
---                          -----------
<S>                          <C>
3.1                          Articles of Incorporation of the Company (filed as
                             Exhibit 3.1 on Bush Boake Allen Inc.'s Form S-1
                             which became effective on May 12, 1994 and
                             incorporated herein by reference).

3.2                          Bylaws of the Company, (filed as Exhibit 3.2 on
                             Bush Boake Allen Inc.'s Form 10-K for the year
                             ended December 25, 1998 and incorporated herein by
                             reference).

</TABLE>

                                      -14-









<PAGE>

<TABLE>
<S>                          <C>
4.1                          Specimen  Common Stock  Certificate  of the Company
                             (filed as Exhibit 4.1 on Bush Boake  Allen  Inc.'s
                             Form S-1 which became effective on May 12, 1994 and
                             incorporated herein by reference).(1)

10.1                         Services Agreement, dated May 19, 1994, between
                             Union Camp Corporation and the Company (filed as
                             Exhibit 10.1 on Bush Boake Allen Inc.'s Form S-1
                             which became effective on May 12, 1994 and
                             incorporated herein by reference). (1)

10.2                         Technology Cross-License Agreement, dated May 19,
                             1994, between Union Camp Corporation and the
                             Company (filed as Exhibit 10.2 on Bush Boake Allen
                             Inc.'s Form S-1 which became effective on May 12,
                             1994 and incorporated herein by reference). (1)

10.3                         Separation Agreement, dated May 19, 1994, between
                             Union Camp Corporation and the Company (filed as
                             Exhibit 10.3 on Bush Boake Allen Inc.'s Form S-1
                             which became effective on May 12, 1994 and
                             incorporated herein by reference). (1)

10.4                         Assumption of Liabilities and Cross-Indemnification
                             Agreement, dated May 19, 1994, between Union Camp
                             Corporation and the Company (filed as Exhibit 10.4
                             on Bush Boake Allen Inc.'s Form S-1 which became
                             effective on May 12, 1994 and incorporated herein
                             by reference). (1)

10.5                         Registration Rights Agreement, dated May 19, 1994,
                             between Union Camp Corporation and the Company
                             (filed as Exhibit 10.5 on Bush Boake Allen Inc.'s
                             Form S-1 which became effective on May 12, 1994 and
                             incorporated herein by reference). (1)

10.6                         Supply Agreement, dated May 19, 1994, between Union
                             Camp Corporation and the Company (filed as Exhibit
                             10.6 on Bush Boake Allen Inc.'s Form S-1 which
                             became effective on May 12, 1994 and incorporated
                             herein by reference). (1)

10.7                         Tax Allocation Agreement, dated April 6, 1994,
                             between Union Camp Corporation and the Company
                             (filed as Exhibit


</TABLE>

                                      -15-









<PAGE>


<TABLE>
<S>                          <C>
                             10.7 on Bush Boake Allen Inc.'s Form S-1 which
                             became effective on May 12, 1994 and incorporated
                             herein by reference). (1)

10.8*                        Stock Option and Stock Award Plan, as amended
                             (filed as Exhibit 10.8 on Bush Boake Allen Inc.'s
                             Form 10-K for the fiscal year ended December 25,
                             1996 and incorporated herein by reference).

10.9*                        Directors' Stock Option Plan (filed as Exhibit B to
                             Bush Boake Allen Inc.'s 1998 Proxy Statement and
                             incorporated herein by reference).

10.10*                       Form Executive Severance Agreement approved by
                             Registrant's Board of Directors effective December
                             1, 1996 (filed as Exhibit 10.10 on Bush Boake
                             Allen's Form 10-K for the fiscal year ended
                             December 25, 1996 and incorporated herein by
                             reference).

10.11                        Form Director Indemnity Agreement approved by
                             Registrant's Board of Directors on November 19,
                             1996 (filed as Exhibit 10.11 on Bush Boake Allen's
                             Form 10-K for the fiscal year ended December 25,
                             1996 and incorporated herein by reference).

10.12*                       Bush Boake Allen Inc. Relocation Retirement Income
                             Plan for Executives (filed as Exhibit 10.12 on Bush
                             Boake Allen Inc.'s Form 10-K for the year ended
                             December 25, 1998 and incorporated herein by
                             reference).

11.1                         Statement re: computation of per share net income.

13.1                         1999 Annual Report; except for those portions
                             thereof that are expressly incorporated by
                             reference in this Form 10-K, this exhibit is
                             furnished for the information of the Commission and
                             is not deemed to be filed as part of this Form
                             10-K.

21.1                         Subsidiaries of the registrant.

23.1                         Consent of PricewaterhouseCoopers LLP.

27                           Financial Data Schedule
</TABLE>

-----------
                                      -16-








<PAGE>


(1)     International Paper Company succeeded to the rights and obligations of
        Union Camp Corporation under such agreement.

*       Denotes a management contract or compensatory plan or arrangement
        required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.

        (b) Reports on Form 8-K.

        No Current Report on Form 8-K was filed by the Registrant during the
quarter ended December 25, 1999.



                                     -17-








<PAGE>


                                   SIGNATURES

               PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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, IN
MONTVALE, NEW JERSEY, ON THE 17TH DAY OF MARCH, 2000.

                                    BUSH BOAKE ALLEN INC.

                                    By  /s/ Julian W. Boyden
                                        -------------------------
                                        JULIAN W. BOYDEN
                                        Chairman of the Board, President
                                        and Chief Executive Officer

               Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities stated below on March 17, 2000.

<TABLE>
<CAPTION>
         Signatures                         Title
         ----------                         -----
<S>                                        <C>
  /s/ Julian W. Boyden                    Chairman of the Board, President and Chief
-----------------------------             Executive Officer (Principal Executive
      Julian W. Boyden                    Officer)

  /s/ Fred W. Brown, Jr.                  Vice President, Finance
-----------------------------             (Principal Financial Officer)
      Fred W. Brown, Jr.

 /s/ Kenneth M. McHugh                    Vice President and Controller
-----------------------------             (Principal Accounting Officer)
     Kenneth M. McHugh

   /s/ Peter L. Acton                     Director
-----------------------------
       Peter L. Acton

   /s/ C. Cato Ealy                       Director
-----------------------------
       C. Cato Ealy
</TABLE>



                                      -18-






<PAGE>



<TABLE>
<S>                                        <C>
  /s/ L. Robert Pfund                     Director
-----------------------------
      L. Robert Pfund

    /s/ James M. Reed                     Director, Vice Chairman of the Board
-----------------------------
        James M. Reed

   /s/ C. Wesley Smith                    Director
-----------------------------
       C. Wesley Smith

    /s/ William H. Trice                  Director
-----------------------------
      William H. Trice
</TABLE>


                                      -19-









<PAGE>




                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
NO.                          DESCRIPTION
---                          -----------
<S>                          <C>
  3.1                        Articles of Incorporation of the Company (filed as
                             Exhibit 3.1 on Bush Boake Allen Inc.'s Form S-1
                             which became effective on May 12, 1994 and
                             incorporated herein by reference).

  3.2                        Bylaws of the Company, (filed as Exhibit 3.2 on
                             Bush Boake Allen Inc.'s Form 10-K for the year
                             ended December 25, 1998 and incorporated herein by
                             reference).

  4.1                        Specimen Common Stock Certificate of the Company
                             (filed as Exhibit 4.1 on Bush Boake Allen Inc.'s
                             Form S-1 which became effective on May 12, 1994 and
                             incorporated herein by reference).

 10.1                        Services Agreement, dated May 19, 1994, between
                             Union Camp Corporation and the Company (filed as
                             Exhibit 10.1 on Bush Boake Allen Inc.'s Form S-1
                             which became effective on May 12, 1994 and
                             incorporated herein by reference).

 10.2                        Technology Cross-License Agreement, dated May 19,
                             1994, between Union Camp Corporation and the
                             Company (filed as Exhibit 10.2 on Bush Boake Allen
                             Inc.'s Form S-1 which became effective on May 12,
                             1994 and incorporated herein by reference).

 10.3                        Separation Agreement, dated May 19, 1994, between
                             Union Camp Corporation and the Company (filed as
                             Exhibit 10.3 on Bush Boake Allen Inc.'s Form S-1
                             which became effective on May 12, 1994 and
                             incorporated herein by reference).

 10.4                        Assumption of Liabilities and Cross-Indemnification
                             Agreement, dated May 19, 1994, between Union Camp
                             Corporation and the Company (filed as Exhibit 10.4
                             on Bush Boake Allen Inc.'s Form S-1 which became
                             effective on May 12, 1994 and incorporated herein
                             by reference).

 10.5                        Registration Rights Agreement, dated May 19, 1994,
                             between Union Camp Corporation and the Company
                             (filed as Exhibit 10.5 on Bush Boake Allen Inc.'s
                             Form S-1 which became effective on May 12, 1994 and
                             incorporated herein by reference).

 10.6                        Supply Agreement, dated May 19, 1994, between Union
                             Camp Corporation and the Company (filed as Exhibit
                             10.6 on Bush Boake Allen Inc.'s Form S-1 which
                             became effective on May 12, 1994 and incorporated
                             herein by reference).
</TABLE>







<PAGE>



<TABLE>
<S>                          <C>
 10.7                        Tax Allocation Agreement, dated April 6, 1994,
                             between Union Camp Corporation and the Company
                             (filed as Exhibit 10.7 on Bush Boake Allen Inc.'s
                             Form S-1 which became effective on May 12, 1994 and
                             incorporated herein by reference).

 10.8*                       Stock Option and Stock Award Plan, as amended
                             (filed as Exhibit 10.8 on Bush Boake Allen's Form
                             10-K for the fiscal year ended December 25, 1996
                             and incorporated herein by reference).

 10.9*                       Directors' Stock Option Plan (filed as Exhibit B to
                             Bush Boake Allen Inc.'s 1998 Proxy Statement and
                             incorporated herein by reference.

 10.10*                      Form Executive Severance Agreement approved by
                             Registrant's Board of Directors effective December
                             1, 1996 (filed as Exhibit 10.10 on Bush Boake
                             Allen's Form 10-K for the fiscal year ended
                             December 25, 1996 and incorporated herein by
                             reference).

 10.11                       Form Director Indemnity Agreement approved by
                             Registrant's Board of Directors on November 19,
                             1996 (filed as Exhibit 10.11 on Bush Boake Allen's
                             Form 10-K for the fiscal year ended December 25,
                             1996 and incorporated herein by reference).

 10.12*                      Bush Boake Allen Inc. Relocation Retirement Income
                             Plan for Executives (filed as Exhibit 10.12 on Bush
                             Boake Allen Inc.'s Form 10-K for the year ended
                             December 25, 1998 and incorporated herein by
                             reference).

 11.1                        Statement re: computation of per share net income.

 13.1                        1999 Annual Report; except for those portions
                             thereof that are expressly incorporated by
                             reference in this Form 10-K, this exhibit is
                             furnished for the information of the Commission
                             and is not deemed to be filed as part of this
                             Form 10-K.

 21.1                        Subsidiaries of the registrant.

 23.1                        Consent of PricewaterhouseCoopers LLP.

 27                          Financial Data Schedule
</TABLE>

-----------
*   Denotes a management contract or compensatory plan or arrangement
    required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.

                          STATEMENT OF DIFFERENCES
                          ------------------------

 The trademark symbol shall be expressed as............................. 'TM'
 The registered trademark symbol shall be expressed as.................. 'r'