SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 91-0816142
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization Identification No.)
6100 Carillon Point, Kirkland, Washington 98033
(Address of Principal Executive Office) (Zip Code)
UNIVAR CORPORATION 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
William A. Butler
Vice President, General Counsel, and Corporate Secretary
6100 Carillon Point
Kirkland, WA 98033
(Name and address of agent for service)
(206) 889-3990
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Mark R. Beatty
Preston Gates & Ellis
5000 Columbia Seafirst Center
701 Fifth Avenue
Seattle, WA 98104
(206) 623-7580
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Offering Maximum Amount of
Securities to be Amount to be Price Per Aggregate Registration
Registered Registered Share * Offering Price Fee
- ------------------ ------------ --------- ------------- ------------
Common Stock 150,000 $9.9375 $1,490,625.00 $514.01
$.33-1/3 par value Shares
*Average of high and low trading prices as reported on the New York
Stock Exchange on May 25, 1994.
The Exhibit Index appears after the Signature Page of this
Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of
filing of such documents:
(a) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act, or either the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933, that contains audited financial statements for the Company's
latest fiscal year for which such statements have been filed, or the
Company's effective Registration Statement on Form 10 filed under the
Exchange Act containing audited financial statements for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Company's document referred to in (a) above.
(c) The description of the Company's sole class of securities,
which is contained in a Registration Statement filed pursuant to Section
12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the securities offered hereby were
passed upon by Preston Gates & Ellis, Seattle, Washington. Lawyers in
the firm participating in the matter beneficially own, in the aggregate
and individually, less than $50,000 of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
Article VI of the Bylaws of the Company authorize the Company to
indemnify any present or former officer or director to the fullest
extent not prohibited by the General Corporation Law of Delaware.
Section 145 of the General Corporation Law of Delaware authorizes a
corporation to indemnify its officers and directors in terms
sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933.
In addition, the Company maintains directors' and officers'
liability insurance under which the Company's directors and officers are
insured against loss (as defined in the policy) as a result of claims
brought against them for their wrongful acts in such capacities.
Item 8. Exhibits.
Exhibit Number Description
4 Univar Corporation 1993 Non-
Employee Director
Stock Option Plan
5 Opinion of Counsel regarding
legality
23.1 Consent of Counsel (included in
Exhibit 5)
23.2 Consent of Independent Public
Accountant
24 Power of Attorney
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kirkland, State
of Washington, on this 31st day of May, 1994.
UNIVAR CORPORATION
By:/s/ James W. Bernard
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
Signature Title Date
/s/ James W. Bernard President, Chief Executive Officer, May 31,
1994
Director (Principal Executive Officer)
/s/ Gary E. Pruitt Vice President-Finance and Treasurer May 31,
1994
(Principal Financial and
Principal Accounting Officer)
Richard E. Engebrecht )
Sjoerd D. Eikelboom )
Roger L. Kesseler ) By: /s/ William A. Butler
Curtis P. Lindley ) Attorney in Fact
N. Stewart Rogers ) Each as Pursuant to Power of
Attorney
Robert S. Rogers ) Director Dated October 22, 1993
Andrew V. Smith )
William K. Street )
Roy E. Wansik ) Dated May 31, 1994
Nicolaas J. Westdijk )
James H. Wiborg )
EXHIBIT INDEX
Exhibit Number Description
4 Univar Corporation 1993 Non-
Employee Director
Stock Option Plan
5 Opinion of Counsel regarding
legality
23.1 Consent of Counsel (included in
Exhibit 5)
23.2 Consent of Independent Public
Accountant
24 Power of Attorney
EXHIBIT 4
UNIVAR CORPORATION
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1. ESTABLISHMENT. Effective October 22, 1993 (the "Effective
Date"), Univar Corporation (the "Company") hereby adopts the Univar 1993
Non-Employee Director Stock Option Plan (the "Plan").
1.2. PURPOSE. The purpose of the Plan is to advance the
interests of the Company by encouraging members of the Company's Board
of Directors (the "Board") who are not employees of the Company or any
of its subsidiaries to acquire a proprietary interest in the Company
through the issuance to them of stock options ("Options"). It is
anticipated that the Plan will assist the Company in retaining such non-
employee Directors. Options granted under the Plan shall be
nonqualified options which are not intended to qualify as incentive
stock options under Section 422 of the Internal Revenue Code. Options
granted under the Plan will supplement other compensation for non-
employee Directors.
ARTICLE 2
DEFINITIONS
2.1. DEFINED TERMS. When used in the Plan, the following terms
shall have the meaning specified below:
"Board" shall mean the Board of Directors of the Company.
"Change of Control" shall mean the occurrence of any of the
following events: (1) an acquisition (other than directly from the
Company) of any voting securities of the Company (the "Voting
Securities") by any "Person" or "Group" (as such terms are used for
purposes of Section 13(d) or 14(d) of the Exchange Act) immediately
after which such Person has "Beneficial Ownership" (within the meaning
of Rule 13d-3 of the Exchange Act) of more than fifty percent (50%) of
the combined voting power of the Company's then outstanding voting
securities; (2) the Board ceases for any reason to have at least a
majority of "Unaffiliated Directors" (defined as all members of the
Board except those who are or were proposed for nomination as a member
of the Board by, or are otherwise "affiliated" or "associated" (as those
terms are used for purposes of Rule 12b-2 of the Exchange Act) with, a
person who has Beneficial Ownership of ten percent (10%) or more of the
combined voting power of the Company); or (3) approval by the
shareholders of the Company of (i) a merger, consolidation, or
reorganization involving the Company, unless either (a) the shareholders
of the Company immediately before such merger, consolidation, or
reorganization own, directly or indirectly immediately following such
merger, consolidation, or reorganization, at least seventy-five percent
(75%) of the combined voting power of the company resulting from such
merger, consolidation, or reorganization (the "Surviving Corporation")
in substantially the same proportion as their ownership immediately
before such merger, consolidation, or reorganization, or (b) at least a
majority of the members of the Board of Directors of the Surviving
Corporation are Unaffiliated Directors who were directors of the Company
immediately prior to the execution of the agreement providing for such
merger, consolidation or reorganization, or (ii) a complete liquidation
or dissolution of the Company.
"Change of Control Transaction" shall mean a tender offer,
exchange offer, merger, consolidation, reorganization, or other
transaction which may lead to a Change of Control.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean the Compensation Committee appointed by
the Board.
"Deferral Election" shall mean an election by a Participant
under Section 5.3 to receive an Option in lieu of all or a portion of
his or her Directors Fees.
"Directors Fees" shall mean all fees payable to a Participant
for service as a member of the Board, including annual retainer fees and
fees for attendance at meetings of the Board or a committee of the
Board.
"Disability" shall mean a physical or mental condition that
prevents a Participant from performing his or her normal duties as a
member of the Board. A Participant shall be presumed to have a
"Disability" for purposes of the Plan if the Committee so determines
upon review of one or more medical opinions acceptable to the Committee.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
"Fair Market Value" shall mean the closing price of the
Company's common stock on a given day on the principal trading exchange
or national automated stock quotation system on which the common stock
is traded or quoted, or such other price as may be determined by the
Committee.
"Grant Date" shall mean the date on which an Option is
granted.
"Option" shall mean a stock option granted pursuant to the
Plan and evidenced by a written stock option agreement which generally
incorporates the terms and provisions of the Plan.
"Participant" shall mean a member of the Board who is not an
employee of the Company or any Subsidiary.
"Payment Date" shall mean any date on which any portion of
Directors Fees are payable to a Participant. If the payment pertains to
a meeting of a committee of the Board that occurs not more than ten
business days before or after a regular or special meeting of the Board,
the "Payment Date" for the Directors Fees earned by a Participant with
respect to such committee meeting shall be the date of the related Board
meeting. Otherwise, the "Payment Date" for fees earned by a Participant
with respect to a committee meeting shall be the date of such meeting.
"Plan" shall mean this Univar Corporation 1993 Non-Employee
Director Stock Option Plan.
"Plan Year" shall mean a fiscal year of the Company.
"Retirement" shall mean a Participant's retirement from the
Board by reason of attaining the maximum age for directors as specified
in the bylaws of the Company.
"Share" shall mean one share of common stock of the Company,
as adjusted in accordance with Section 7 of the Plan.
"Subsidiary" shall mean a "subsidiary corporation" of the
Company, whether now or hereafter existing, as defined in Section 424(f)
of the Code.
"Voting Securities" shall mean the Company's issued and
outstanding securities ordinarily having the right to vote at elections
for the Company's Board.
ARTICLE 3
ELIGIBILITY
The Participants eligible to receive Options under the Plan are the
non-employee Directors of the Company.
ARTICLE 4
SHARES SUBJECT TO OPTIONS
The stock subject to Options to be granted under this Plan shall be
Shares, which may either be authorized and unissued Shares or reacquired
Shares. The total number of Shares which may be issued pursuant to the
exercise of an Option granted under this Plan shall not exceed 150,000
Shares, or such greater number of Shares as is determined pursuant to an
adjustment under Article 7. In the event any outstanding Options
granted under the Plan are canceled or expire for any reason, the Shares
covered by such Options shall become available for issuance under the
Plan.
ARTICLE 5
DEFERRED COMPENSATION OPTIONS
5.1 GRANT OF OPTIONS. As of each Payment Date, each
Participant who has made a Deferral Election pursuant to Section 5.3
which is effective for such Payment Date (and who had not been an
employee of the Company or a Subsidiary at any time during the one-year
period preceding such Payment Date) automatically shall be granted an
Option to purchase a number of Shares equal to the dollar amount
specified in such Deferral Election divided by an amount equal to the
difference between the Fair Market Value of a Share as of such Payment
Date and the option price determined under subsection 5.2.1 (rounded up
to the next number of whole Shares).
5.2 TERMS OF OPTIONS. Each Option granted under the Plan shall
have the following terms and conditions:
5.2.1 PRICE. The exercise price per Share of each Option
shall be equal to the greater of (a) 40 percent of the Fair Market Value
of a Share as of the respective Grant Date (which will be the Payment
Date of the Directors Fees in lieu of which the Option was granted) or
(b) the par value per Share.
5.2.2 TERM. The term of each Option shall be unlimited
unless terminated earlier in accordance with the Plan.
5.2.3 TIME OF EXERCISE. Unless an Option is terminated or
the time of its exercisability is accelerated in accordance with the
Plan, each Option shall not be exercisable during the six months
beginning on the respective Grant Date and shall thereafter be fully
exercisable; provided, however, in no event will an Option be
exercisable until six months has elapsed after the Plan has been
approved by the shareholders of the Company, unless the Option's
exercisability is accelerated in accordance with the Plan.
5.2.4 CONTINUATION AS DIRECTOR. If a Participant ceases
to be a member of the Board for any reason, the right to exercise the
Option shall expire at the end of the following periods:
Period after
After Termination On Account Of: Termination
-------------------------------- ------------
Death 1 year
Retirement 5 years
Disability 1 year
Upon termination as a member of the Board for any other reason, the
Option shall expire upon the later of (i) three months after the date of
such termination, or (ii) seven months from the Grant Date of such
Option.
5.2.5 ACCELERATION OF EXERCISABILITY. Notwithstanding the
time period specified in subsection 5.2.3, an Option shall become fully
exercisable upon the occurrence of either:
(a) The Participant's death or withdrawal from the
Board by reason of Disability or Retirement; or
(b) The date of a Change of Control Transaction.
5.2.6. NONASSIGNABILITY. Each Option shall be
nontransferable other than by will or by the laws of descent and
distribution and shall be exercisable, during the life of a Participant,
only by the Participant or, in the event the Participant becomes legally
incompetent, by the Participant's guardian or legal representative.
5.2.7 NOTIFICATION OF OPTION GRANT. After each Option is
granted, the Company shall provide notice thereof to the Participant.
5.3 DEFERRAL ELECTIONS. Each Participant may elect to receive
an Option in lieu of all or a specified portion of any Directors Fees.
Each Deferral Election shall be in the form of a written notice and
shall set forth the Participant's election to receive Options during one
or more Plan Years or for an indefinite period of time and the
percentage or dollar amount of Directors Fees in lieu of which the
Options are to be granted. Each Deferral Election may be effective
immediately, if the Participant so elects (unless the Participant has
been an employee of the Company or a Subsidiary at any time during the
one year period preceding the proposed effective date of the Deferral
Election, in which case the Deferral Election will become effective
immediately after the expiration of such one year period). No amendment
or termination of the Deferral Election can be made except upon six
months prior notice to the Company.
ARTICLE 6
METHOD OF EXERCISE
6.1 METHOD OF EXERCISE. Each Option may be exercised by
delivery of written or telephonic notice to the Corporate Secretary of
the Company stating the number of Shares, form of payment, and proposed
date of closing.
6.2 OTHER DOCUMENTS. The Participant shall furnish the Company
before closing such other documents or representations as the Company
may require to assure compliance with applicable laws and regulations.
6.3 PAYMENT. The purchase price for the Shares purchased upon
exercise of an Option shall be paid in full at or before closing by one
or a combination of the following:
(a) Payment in cash; or
(b) Delivery of previously acquired shares having a Fair
Market Value equal to the purchase price.
6.4 PREVIOUSLY ACQUIRED SHARES. Delivery of previously
acquired Shares in full or partial payment for the exercise of an Option
shall be subject to the following conditions:
(a) The shares tendered shall be in good delivery form;
(b) The Fair Market Value of the Shares tendered, together
with the amount of cash, if any, tendered shall equal or exceed the
exercise price of the Option;
(c) Any Shares remaining after satisfying the payment for
the Option shall be reissued in the same manner as the Shares
tendered; and
(d) No fractional Shares will be issued and cash will not
be paid to the Participant for any fractional Share value not used to
satisfy the Option purchase price.
ARTICLE 7
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of a recapitalization, stock split, stock dividend,
combination or exchange of Shares, merger, consolidation, reorganization
or liquidation, or any other change in the corporate structure or Shares
of the Company, the Board may make such proportionate adjustments in the
number and kind of shares for which Options may be granted under the
Plan and, with respect to outstanding Options granted under the Plan, in
the number and kind of shares covered thereby and in the exercise price,
as the Board in its sole discretion may deem appropriate to give effect
to such change in capitalization.
ARTICLE 8
DURATION, AMENDMENT AND TERMINATION
8.1 DURATION. The Plan shall become effective on the Effective
Date (subject to shareholder approval pursuant to Section 8.2), and
shall continue until all Options granted under the Plan have been
exercised or have lapsed or otherwise been terminated pursuant to the
Plan. Termination of the Plan shall not affect outstanding Options.
8.2 CONDITION PRECEDENT. The adoption of the Plan, and the
grant of Options under the Plan, are conditioned upon the approval of
the Plan by an affirmative vote of the holders of a majority of the
Voting Stock of the Company present or represented and entitled to vote
thereon at the 1994 annual meeting of the Company shareholders. Any
Option granted prior to the receipt of shareholder approval shall become
null and void if such approval is not received in accordance with the
preceding sentence. If such shareholder approval is not received, the
Director Fees which a Participant elected to defer shall be paid to him
or her promptly after the failure to obtain such approval.
8.3 TERMINATION AND AMENDMENT OF THE PLAN. The Board may
terminate the Plan at any time, provided, however, that any such
termination shall not affect any outstanding Options previously granted
under the Plan. The Board may also make such modifications of the Plan
and, with the consent of a Participant, of the terms and conditions of
any Option granted under the Plan, as it shall deem advisable, but may
not, without approval of the shareholders of the Company:
(A) Materially increase the benefits accruing to
Participants under the Plan;
(B) Materially increase the number of Shares as to which
Options may be granted under the Plan (other than by means of an
adjustment described in Article 8); or
(C) Materially modify the requirements as to eligibility
for participation in the Plan.
Notwithstanding the foregoing, the Plan shall not be amended more than
once every six months other than amendments to comport with changes in
the Code, the Employee Retirement Income Security Act, or the
requirements of Rule 16b-3 under the Exchange Act.
ARTICLE 9
MISCELLANEOUS
9.1 BOARD MEMBERSHIP. Nothing in the Plan or in any Option
granted pursuant to the Plan shall confer upon any Participant any right
to continue as a director of the Company or to interfere in any way with
the right of the shareholders of the Company to remove a director at any
time.
9.2 TAX REIMBURSEMENT. The Company shall have the right, in
connection with the exercise of an Option, to require the Participant
recipient to pay to the Company an amount sufficient to provide for any
withholding tax liability imposed with respect to such exercise. At
year-end, the Company will provide each Participant with an appropriate
Form 1099, or similar report, with respect to any deferred Director
Fees.
9.3 SECURITIES LAWS. The Company shall not be required to
distribute any Shares upon exercise of an Option until it shall have
taken any action required to comply with the provisions of the
Securities Act of 1933 or any other then applicable securities laws.
The Company will use its best efforts to obtain approval of the Plan and
any Option by any state or federal agency or authority that the Company
determines has jurisdiction. If the Company determines that any
required approval cannot be obtained, any previously granted Option
shall terminate on notice to the Participant to that effect.
9.4 UNSECURED STATUS OF CLAIM. Participants and their
beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, interests or claims in any specific property or assets
of the Company. No assets of the Company shall be held under any trust
for the benefit of Participants, their beneficiaries, heirs, successors,
or assigns, or held in any way as collateral security for the
fulfillment of the Company's obligations under the Plan. The Company's
obligations under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay benefits in the future.
9.5 VALIDITY. In the event that any provision of the Plan or
any related Option is held to be invalid, void or unenforceable, the
same shall not affect, in any respect whatsoever, the validity of any
other provision of the Plan or any related Option.
9.6 APPLICABLE LAW. The Plan and any related Options shall be
governed in accordance with the laws of the state of Washington.
9.7 INUREMENT OF RIGHTS AND OBLIGATIONS. The rights and
obligations under the Plan and any related Options shall inure to the
benefit of, and shall be binding upon the Company, its successors and
assigns, and the Participants and their beneficiaries, heirs,
successors, and assigns.
EXHIBIT 5 AND 23.1
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
Preston Gates & Ellis
Attorneys
May 31, 1994
Univar Corporation
6100 Carillon Point
Kirkland, Washington 98033
Re: Univar Corporation 1993 Non-Employee Director Stock Option Plan
Gentlemen:
We have acted as counsel to Univar Corporation (the "Company") in
connection with the registration with the Securities and Exchange
Commission on Form S-8 of 150,000 shares of the Company's common stock,
$.33-1/3 par value, which will be issuable upon exercise of options
granted under the above-referenced plan (the "Plan"). In connection
with that registration, we have reviewed the proceedings of the Board of
Directors of the Company relating to the registration and proposed
issuance of the common stock, the Certificate of Incorporation of the
Company and all amendments thereto, the Bylaws of the Company and all
amendments thereto, and such other documents and matters as we have
deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the shares of common
stock being registered, when issued in conformance with the terms and
conditions of the Plan, will be legally issued, fully paid, and
nonassessable.
We consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the common stock and to the reference to our firm under
the heading "Interests of Named Experts and Counsel" in the registration
and related prospectus.
Very truly yours,
PRESTON GATES & ELLIS
By /s/ Mark R. Beatty
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated April 22, 1994, included in Univar Corporation's Form 10-K for the
year ended February 28, 1994 and to all references to our Firm in this
registration statement. It should be noted that we have performed no
audit procedures subsequent to April 22, 1994, the date of our report,
except with respect to the transactions discussed in Note 12 to the
consolidated financial statements as to which the date is May 18, 1994
Arthur Andersen & Co.
Seattle, Washington
May 31, 1994.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, being duly elected directors of Univar Corporation (the
"Company"), constitutes and appoints James W. Bernard, James P. Alampi,
William A. Butler, and each of them, his true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place, and stead, in any and
all capacities, to sign the Registration Statement relating to the
granting of stock options and the sale of shares of Common Stock of the
Company, par value $.33-1/3 per share, pursuant to the Univar
Corporation 1993 Non-Employee Director Stock Option Plan, and any and
all amendments, including post-effective amendments, to such
Registration Statement and to file such Registration Statement, and any
and all amendments thereto, together with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and any state agency having jurisdiction, granting
unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and to perform for all intents and purposes as he
might or could do in person, hereby ratifying all that said attorneys-in-
fact and agents, each acting alone, or his substitutes, may lawfully do
or cause to be done by virtue thereof.
DATED October 22, 1993
/s/ James W. Bernard
/s/ Sjoerd Eikelboom
/s/ Robert S. Rogers
/s/ Andrew V. Smith
/s/ Richard E. Engebrecht
/s/ William K. Street
/s/ Roger L. Kesseler
/s/ Roy E. Wansik
/s/ Curtis P. Lindley
/s/ Nicolaas J. Westdijk
/s/ N. Stewart Rogers
/s/ James H. Wiborg
