Burns Philp & Co 6-K Burns, Philp & Company

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the date of October 6, 2005.

Commission File Number 33398141

BURNS, PHILP & COMPANY LIMITED

(Translation of registrant’s name into English)

LEVEL 23, 56 PITT STREET, SYDNEY NSW 2000, AUSTRALIA

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-Fþ Form 40-Fo

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Note:Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Note:Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yeso Noþ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ___.

BURNS, PHILP & COMPANY LIMITED

ABN 65 000 000 359

LEVEL 23, 56 PITT STREET

SYDNEY NSW 2000

GPO BOX 543

SYDNEY NSW 2001

AUSTRALIA

TEL: NATIONAL (02) 9259 1111

TEL: INT’L +61 (2) 9259 1111

FAX: (02) 9251 1681

6 October 2005

Mr Graham Gates
Announcements Officer
Australian Stock Exchange Limited
Exchange Centre
20 Bridge Street
SYDNEY NSW 2000

Dear Mr Gates

APPENDIX 3B — CONVERSION OF CP SHARES

I enclose Appendix 3B (New issue announcement, application for quotation of additional securities and agreement) in respect of 2740 Ordinary Shares issued pursuant to the conversion of 2740 Converting Preference Shares. Following allotment and approval of quotation the quoted securities of the Company will be:

2,031,843,828	ordinary shares fully paid (BPC)
797,290,867	converting preference shares fully paid (BPCPA)

Yours sincerely

/s/ Helen Golding

HELEN GOLDING
COMPANY SECRETARY

Encl.

INCORPORATED IN NEW SOUTH WALES AUSTRALIA IN 1883
PRINCIPAL COMPANY OF THE BURNS PHILP GROUP OF COMPANIES

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity
Burns, Philp & Company Limited

ABN
65 000 000 359

We (the entity) give ASX the following information.

Part 1 — All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of+securities issued or to be issued	Ordinary Shares
2	Number of+securities issued or to be issued (if known) or maximum number which may be issued	2740
3	Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if+convertible securities, the conversion price and dates for conversion)	The terms of the ordinary shares are set out in the Company’s Constitution

+ See chapter 19 for defined terms.

Appendix 3B Page 1

Appendix 3B
New issue announcement

4	Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities?		Yes
	If the additional securities do not rank equally, please state:
	•	the date from which they do
	•	the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
	•	the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration		Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		Issued upon the conversion of 2740 Converting Preference Shares (BPCPA).
7	Dates of entering+securities into uncertificated holdings or despatch of certificates		6 October 2005
			Number	+Class
8	Number and+class of all+securities quoted on ASX (includingthe securities in clause 2 if applicable)		(a) 2,031,843,828 (b) 797,290,867	(a) Ordinary Shares (b) Converting Preference Shares
			Number	+Class
9	Number and+class of all+securities not quoted on ASX (includingthe securities in clause 2 if applicable)		Nil

+ See chapter 19 for defined terms.

Appendix 3B Page 2

Appendix 3B
New issue announcement

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Not applicable

Part 2 — Bonus issue or pro rata issue

11	Is security holder approval required?	Not applicable
12	Is the issue renounceable or non-renounceable?	Not applicable
13	Ratio in which the+securities will be offered	Not applicable
14	+Class of+securities to which the offer relates	Not applicable
15	+Record date to determine entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has+security holders who will not be sent new issue documents	Not applicable
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations	Not applicable
20	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the issue	Not applicable

+ See chapter 19 for defined terms.

Appendix 3B Page 3

Appendix 3B
New issue announcement

23	Fee or commission payable to the broker to the issue	Not applicable
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders	Not applicable
25	If the issue is contingent on+security holders’ approval, the date of the meeting	Not applicable
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not applicable
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable
28	Date rights trading will begin (if applicable)	Not applicable
29	Date rights trading will end (if applicable)	Not applicable
30	How do+security holders sell their entitlementsin full through a broker?	Not applicable
31	How do+security holders sellpartof their entitlements through a broker and accept for the balance?	Not applicable
32	How do+security holders dispose of their entitlements (except by sale through a broker)?	Not applicable
33	+Despatch date	Not applicable

+ See chapter 19 for defined terms.

Appendix 3B Page 4

Appendix 3B
New issue announcement

Part 3 — Quotation of securities

You need only complete this section if you are applying for quotation of securities

34	Type of securities
	(tick one)
(a)	þ	Securities described in Part 1
(b)	o	All other securities
		Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	o	If the+securities are+equity securities, the names of the 20 largest holders of the additional+securities, and the number and percentage of additional+securities held by those holders
36	o	If the+securities are+equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories
		1 — 1,000
		1,001 — 5,000
		5,001 — 10,000
		10,001 — 100,000
		100,001 and over
37	o	A copy of any trust deed for the additional+securities

Entities that have ticked box 34(b)

38	Number of securities for which+quotation is sought
39	Class of+securities for which quotation is sought

+ See chapter 19 for defined terms.

Appendix 3B Page 5

Appendix 3B
New issue announcement

40	Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities?
	If the additional securities do not rank equally, please state:
	•	the date from which they do
	•	the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
	•	the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another security, clearly identify that other security)
			Number	+Class
42	Number and+class of all+securities quoted on ASX (includingthe securities in clause 38)

Quotation agreement

1	+Quotation of our additional+securities is in ASX’s absolute discretion. ASX may quote the+securities on any conditions it decides.
2	We warrant the following to ASX.

• The issue of the⁺securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those⁺securities should not be granted⁺quotation.

• An offer of the⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

             Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

+ See chapter 19 for defined terms.

Appendix 3B Page 6

Appendix 3B
New issue announcement

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any ⁺securities to be quoted and that no-one has any right to return any ⁺securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the ⁺securities to be quoted, it has been provided at the time that we request that the ⁺securities be quoted.

• If we are a trust, we warrant that no person has the right to return the ⁺securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ⁺securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

	/s/ Helen Golding
Sign here:		Date: 6 October, 2005
	(Company secretary)
Print name:	HELEN GOLDING

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B Page 7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		BURNS, PHILP & COMPANY LIMITED
		(Registrant)
Date	October 6, 2005	By      /s/      Helen Golding
		(Signature) *
		HELEN GOLDING
		Company Secretary & Group Legal Counsel

* Print the name and title under the signature of the signing officer