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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3/A
AMENDMENT NO. 2 TO
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
UNIVAR CORPORATION
(Name of the Issuer)
UNIVAR CORPORATION
ROYAL PAKHOED, N.V.
UC ACQUISITION CORP.
(Name of Person(s) Filing Statement)
COMMON SHARES, NO PAR VALUE PER SHARE
(Title of Class of Securities)
913353 10 8
(CUSIP Number of Class of Securities)
N. J. Westdijk William A. Butler
Chairman of the Board of Management Vice President, General Counsel,
ROYAL PAKHOED, N.V. and Corporate Secretary
333 Blaak Univar Corporation
3011 G.B. Rotterdam 6100 Carillon Point
The Netherlands Kirkland, WA 98033
TELEPHONE NUMBER: 011-31-10-400-2911 (206) 889-3400
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
Nicholas Unkovic, Esq. Richard B. Dodd, Esq.
Lawrence B. Low, Esq. Christopher H. Cunningham, Esq.
Graham & James LLP Preston, Gates & Ellis
One Maritime Plaza, Suite 300 5000 Columbia Center
San Francisco, CA 94111 701 5th Avenue
Telephone: (415) 954-0200 Seattle, WA 98104
June 7, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
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This Amendment Number 2 amends and supplements the Rule 13e-3
Transaction Statement on Schedule 13E-3 (the "Statement") filed with the
Securities and Exchange Commission (the "Commission") on June 7, 1996 by Royal
Pakhoed N.V. (a translation of Koninklijke Pakhoed N.V.), a publicly held
limited liability company formed and existing under the laws of The Netherlands
("Parent") and by UC Acquisition Corp., a Washington corporation ("Buyer") and
an indirect, wholly-owned subsidiary of Parent, as amended by Amendment Number 1
to the Statement filed with the Commission on June 28, 1996 by Parent and Buyer,
relating to the tender offer by Buyer for all of the outstanding common shares,
no par value per share (the "Shares"), of Univar Corporation, a Washington
corporation ("Company"), for $19.45 per Share, net to the seller in cash. This
amendment is being filed by Company, Buyer and Parent. Capitalized terms used
and not defined herein shall have the meanings set forth in the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") filed by Buyer and Parent with the
Commission on June 7, 1996 and the Offer to Purchase and related Letter of
Transmittal filed as Exhibits (d)(1) and (d)(2), respectively, thereto. By this
amendment the Statement is hereby amended in the respects set forth below (the
amended Statement is hereafter referred to as the "Amended Statement.").
INTRODUCTION
The introduction of the Statement is hereby supplemented and amended by
deleting the third paragraph and replacing it with the following:
The Commission has adopted Rule 13e-3 under the Exchange Act which is
applicable to certain "going private" transactions and which may be applicable
to the Offer and the Proposed Merger. Pursuant to the requirements of Section
13(e) of the Exchange Act and Rule 13e-3 promulgated thereunder, Company, as
issuer of the class of equity securities that is the subject of the Offer,
Parent and Buyer have filed with the Commission this Statement relating to the
transactions contemplated by the Offer and the Proposed Merger, on the
assumption that Section 13(e) and Rule 13e-3 are applicable to the Offer and
the Proposed Merger. The filing of this Statement shall not be construed as an
admission by Company, Parent or Buyer that Company is "controlled by"
Parent, Buyer or any of their affiliates, or that Parent, Buyer or any of their
affiliates is an "affiliate" of Company within the meaning of Rule 13e-3 under
Section 13(e) of the Exchange Act.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby supplemented and amended by adding the following
information thereto:
This Statement is also being filed by Company, which is the issuer
of the class of securities subject to the Rule 13e-3 transaction.
During the last five years, neither Company, nor to the best of
Company's knowledge, any of its officers or directors: (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violations of such laws.
Company is a Washington corporation. With the exception of Nicolaas J.
Westdijk and Sjoerd D. Eikelboom, who are citizens of The Netherlands, and
John G. Scriven, who is a citizen of England, all of Company's members of its
Board of Directors are United States citizens.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
The response to Items 9(a)-(b) is hereby amended by incorporating herein
by reference the information set forth under the caption "Certain Financial
Information of Company -- Opinion of Financial Advisor" in the Offer to
Purchase, as supplemented and filed as an exhibit to Parent's Schedule 14D-1 and
Amendment No. 1 to the Schedule 14D-1, filed with the Commission on June 7, 1996
and July 8, 1996 respectively, and as Exhibit 99(d)(1) to the Statement and
Exhibit 99(d)(10) to the Amended Statement.
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS
Item 17 is hereby supplemented and amended by adding the following
information thereto:
(d)(10) Supplement to the Offer to Purchase, dated July 8, 1996.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 8, 1996
UNIVAR CORPORATION
By: /s/ William A. Butler
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WILLIAM A. BUTLER
VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
ROYAL PAKHOED N.V.
By: /s/ R.E. Wansik
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R.E. Wansik
Group President,
North America
UC ACQUISITION CORP.
By: /s/ R.E. Wansik
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R.E. Wansik
Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99(d)(10) Supplement to the Offer to Purchase, dated July 8, 1996.
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SUPPLEMENT DATED JULY 8, 1996 TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES
OF
UNIVAR CORPORATION
AT
$19.45 NET PER SHARE
BY
UC ACQUISITION CORP.
AN INDIRECT SUBSIDIARY OF
ROYAL PAKHOED N.V.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M.,
NEW YORK TIME, ON MONDAY, JULY 15, 1996,
UNLESS THE OFFER IS EXTENDED
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Questions and requests for assistance or for additional copies of this
Supplement, the Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to the Information Agent, D.F. King & Co.,
Inc. at 1-800-735-3591 or at the address set forth on the back cover of the
Offer to Purchase.
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TO THE HOLDERS OF COMMON SHARES OF
UNIVAR CORPORATION
INTRODUCTION
This Supplement dated July 8, 1996 (the "Supplement") amends and
supplements the Offer to Purchase dated June 7, 1996 (the "Offer to Purchase")
of UC Acquisition Corp. ("Buyer"), a Washington corporation and indirect
subsidiary of Royal Pakhoed N.V. (a translation of Koninklijke Pakhoed N.V.), a
publicly held, limited liability company formed and existing under the laws of
The Netherlands ("Parent"), pursuant to which the Buyer has offered to purchase
all the outstanding common shares, without par value (the "Shares"), of Univar
Corporation ("Company"), upon the terms and subject to the conditions set forth
in the Offer to Purchase and the Letter of Transmittal (which, together with
this Supplement, collectively constitute the "Offer").
Except as otherwise set forth in this Supplement, the terms and conditions
set forth in the Offer to Purchase and the Letter of Transmittal continue to be
applicable in all respects to the Offer. The information set forth below should
be read in conjunction with the Offer to Purchase. Terms not defined herein have
the meanings ascribed to them in the Offer to Purchase.
Procedures for tendering Shares are set forth in Section 2 of the Offer to
Purchase. Tendering shareholders should continue to use the Letter of
Transmittal and the Notice of Guaranteed Delivery which were provided with the
Offer to Purchase on June 7, 1996.
1. CERTAIN LEGAL MATTERS.
ANTITRUST. On June 4, 1996, Parent filed a Notification and Report Form
with respect to the Offer under the Hart-Scott Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"). By letter dated June 10, 1996, the U.S.
Federal Trade Commission informed Parent that the waiting period would end on
June 21, 1996 unless early termination was granted. On June 19, 1996, the U.S.
Federal Trade Commission informed Parent that early termination was granted and
the waiting period under the HSR Act terminated on June 19, 1996.
PRE-MERGER NOTIFICATION REQUIREMENTS UNDER THE COMPETITION ACT (CANADA). On
June 25, 1996, Parent made a short-form filing under Section 121 of the Canada
Competition Act in connection with the Offer. By letter dated June 26, 1996, the
Canada Prenotification Unit Mergers Branch informed Parent that the seven-day
waiting period imposed by the Canada Competition Act commenced on June 26, 1996.
On July 2, 1996, the seven-day waiting period expired.
2. CERTAIN FINANCIAL INFORMATION OF COMPANY
The following information was prepared by Company and is included in a
report submitted by Schroder Wertheim & Co. Incorporated ("Schroder Wertheim"),
financial adviser to Company's Board of Directors, and was publicly filed with
the SEC on June 7, 1996. The full report is also available for inspection and
copying at the principal executive offices of Company during regular business
hours by any shareholder of Company, or a shareholder's representative who has
been so designated in writing. This information constitutes a portion of that
utilized by the Board of Directors of Company in arriving at its decision to
recommend the transaction as more fully described in Company's Schedule 14D-9,
which is on file with the SEC and was previously provided to all shareholders.
In addition, this information was used by Schroder Wertheim in preparing
the cash flow analyses used in rendering an opinion to the Board of Directors as
to the fairness, from a financial point of view, of the consideration to be
received by Company shareholders, other than Parent and its Affiliates, in the
Offer.
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CONSOLIDATED UNIVAR PROJECTIONS FOR FISCAL YEARS ENDED FEBRUARY 28/29
<TABLE>
<CAPTION>
1997 1998 1999 2000 2001 2002
---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenues.................. $2,213,512 $2,380,730 $2,533,284 $2,675,677 $2,810,310 $2,952,387
Gross Profit.............. $ 317,132 $ 346,135 $ 377,200 $ 399,757 $ 420,127 $ 441,643
EBITDA*................... $ 84,871 $ 101,512 $ 121,596 $ 133,736 $ 143,488 $ 156,694
EBIT**.................... $ 53,090 $ 69,159 $ 89,923 $ 102,265 $ 112,457 $ 125,563
</TABLE>
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* EBITDA represents "earnings before interest, taxes, depreciation and
amortization."
** EBIT represents "earnings before interest and taxes."
The projections are based upon the subjective judgment of Company's
management of various economic circumstances expected to be applicable to each
of Company's separate entities that comprise the consolidated Univar group. This
includes Van Waters & Rogers Inc. in the United States, Van Waters & Rogers Ltd.
in Canada, and Univar Europe N.V. in Europe.
Company advised Schroder Wertheim that the above projections were not
prepared with a view to public disclosure and are included herein only because
such information was provided to Schroder Wertheim in connection with the
preparation of their fairness opinion. In addition, Company has informed
Schroder Wertheim that the projections were not prepared with a view toward
compliance with published guidelines of the SEC or the guidelines established by
the American Institute of Certified Public Accountants regarding projections and
forecasts, nor is the projected financial information intended to be presented
in a manner consistent with financial statements prepared in accordance with
generally accepted accounting principles. While presented with numerical
specificity, these projections are based upon a variety of assumptions with
respect to industry performance, general business and economic conditions,
taxes, and other matters, most of which are beyond the control of Company. The
presentation of such information should not be regarded as a representation or
warranty of such information or as a representation or warranty by Company or
Schroder Wertheim or any other person that these results will be achieved.
Because the estimates and assumptions underlying the projections are
inherently subject to significant economic and competitive uncertainties beyond
Company's control, there can be no assurance that the projected results could be
realized, or that the actual results would not be higher or lower than those
projected.
THE BOARD OF DIRECTORS OF COMPANY CONTINUES TO BELIEVE THAT THE TENDER
OFFER IS FAIR TO AND IN THE BEST INTERESTS OF COMPANY AND ITS SHAREHOLDERS AND
UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES.
3. SPECIAL FACTORS -- CERTAIN STATUTORY REQUIREMENTS
On June 7, 1996, Parent and Buyer filed with the Commission a 13e-3
Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"). Subsequent to
such filing, the Commission requested that the Company join Parent and Buyer in
the filing and execute the Schedule 13E-3. Company has agreed to comply with the
Commission's request.
On page 15 of the Offer to Purchase, Buyer states its belief that neither
Buyer nor any of its affiliates are "affiliates" or "control persons" of Company
for purposes of Rule 13e-3 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Commission has objected to such statement.
The following language replaces the paragraph under the caption "Special
Factors -- Certain Statutory Requirements" -- subsection titled " 'Going
Private' Transactions," located on page 15 of the Offer to Purchase:
The Commission has adopted Rule 13e-3 under the Exchange Act which is
applicable to certain "going private" transactions and which may be
applicable to the Offer and the Proposed Merger. Pursuant to the
requirements of Section 13(e) of the Exchange Act and Rule 13e-3
promulgated
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thereunder, Company, as issuer of the class of equity securities that is
the subject of the Offer, Parent and Buyer have filed with the
Commission a joint Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3") relating to the transactions contemplated by the Offer
and the Proposed Merger, on the assumption that Section 13(e) and Rule
13e-3 are applicable to the Offer and the Proposed Merger. The filing of
the Schedule 13E-3 shall not be construed as an admission by Company,
Parent or Buyer that Company is "controlled by" Parent, Buyer or any of
their affiliates, or that Parent, Buyer or any of their affiliates is an
"affiliate" of Company within the meaning of Rule 13e-3 under Section
13(e) of the Exchange Act.
4. MISCELLANEOUS
This Supplement will be mailed by Buyer to record holders of shares and
will be furnished to brokers, banks and similar persons whose names, or whose
nominees, appear on the shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.
Buyer and Parent have filed with the Commission an amendment to their
Schedule 14D-1, Company has filed an amendment to its Schedule 14D-9, and
Parent, Buyer and Company have filed an amendment to the Schedule 13E-3
furnishing certain additional information with respect to the Offer. The
Schedule 14D-1, the Schedule 14D-9, Schedule 13E-3 and the amendments thereto
may be obtained from the offices of the Commission as set forth in Section 7 of
the Offer to Purchase.
UC ACQUISITION CORP.
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