<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________
Amendment Number 1 to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________________________________
UNIVAR CORPORATION
(Name of Subject Company)
___________________________________________
UNIVAR CORPORATION
(Name of Person Filing Statement)
___________________________________________
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
913353 10 8
(CUSIP Number of Class of Securities)
___________________________________________
William A. Butler
Vice President, General Counsel, and Corporate Secretary
Univar Corporation
6100 Carillon Point
Kirkland, WA 98033
(206) 889-3400
(Name, address and telephone number of person authorized
to receive notice and communications on behalf of the person filing statement)
___________________________________________
COPY TO:
Richard B. Dodd
Christopher H. Cunningham
Preston Gates & Ellis
5000 Columbia Center
701 Fifth Avenue
Seattle, WA 98104
(206) 623-7580
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The title of the class of equity securities to which this statement relates
is Company's Common Shares (the "Shares").
This Amendment Number 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
of Univar Corporation, a Washington corporation ("Company"), filed with the
Securities and Exchange Commission on June 7, 1996, relating to the offer to
purchase all of the outstanding Shares by UC Acquisition Corp., a Washington
corporation ("Buyer"), an indirect, wholly-owned subsidiary of Royal Pakhoed
N.V. (a translation of Koninklijke Pakhoed N.V.), a Netherlands limited
liability company ("Parent") for $19.45 per Share, net to the seller in cash.
All capitalized terms not otherwise defined herein shall have the meanings given
to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Hart-Scott-Rodino Antitrust Improvements Act. On June 19, 1996, the Company
received from the Federal Trade Commission a notice of early termination of the
waiting period applicable to the acquisition by the Buyer of Company Shares
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
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.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
1. Agreement and Plan of Reorganization, dated May 31, 1996*
2. Form of Director's and Officer's Agreement*
3. Agreement with The Dow Chemical Company, dated May 31, 1996*
4. Form of Merger Agreement*
5. 1986 Standstill Agreement*
6. Excerpt from Company's 1995 Proxy Statement relating to Change of
Control Agreements*
7. Form of letter to Company's Officers clarifying and amending certain
change of control agreements, list of executive officers, and schedule
of payments*
8. Excerpt from Company's 1995 Proxy Statement relating to Executive
Officer Compensation*
9. Certain information relating to compensation arrangements and benefits
payable to officers and directors for the fiscal year ended February
29, 1996 which Company intends to file as an amendment to its 1996
Form 10-K*
10. Excerpt from Company's 1995 Proxy Statement relating to indemnification
of directors and officers*
11. Press Release of Company, issued June 3, 1996*
12. Confidentiality Agreement dated April 12, 1996*
13. Due Diligence Agreement dated April 22, 1996*
14. Opinion of Schroder Wertheim & Co. Incorporated, dated May 31, 1996*
15. Letter, dated June 7, 1996, from the Chairman of the Board and Chief
Executive Officer to the Shareholders of Company*
16. Letter, dated June 14, 1996, to Participants in Company's Uni$aver Tax
Savings Investment Plan from Drew MacAfee, Vice President of Human
Resources, Univar Corporation regarding tender offer and its effect on
Uni$aver Tax Savings Investment Plan.
</TABLE>
* Previously filed.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 8, 1996 UNIVAR CORPORATION
By: /s/ WILLIAM A. BUTLER
WILLIAM A. BUTLER
VICE PRESIDENT, GENERAL COUNSEL,
AND CORPORATE SECRETARY
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EXHIBIT INDEX
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
99. 1. Agreement and Plan of Reorganization, dated May 31, 1996*
99. 2. Form of Director's and Officer's Agreement*
99. 3. Agreement with The Dow Chemical Company, dated May 31, 1996*
99. 4. Form of Merger Agreement*
99. 5. 1986 Standstill Agreement*
99. 6. Excerpt from Company's 1995 Proxy Statement relating to Change of
Control Agreements*
99. 7. Form of letter to Company's Officers clarifying and amending certain
change of control agreements, list of executive officers, and
schedule of payments*
99. 8. Excerpt from Company's 1995 Proxy Statement relating to Executive
Officer Compensation*
99. 9. Certain information relating to compensation arrangements and
benefits payable to officers and directors for the fiscal year ended
February 29, 1996 which Company intends to file as an amendment
to its 1996 Form 10-K*
99.10. Excerpt from Company's 1995 Proxy Statement relating to
indemnification of directors and officers*
99.11. Press Release of Company, issued June 3, 1996*
99.12. Confidentiality Agreement dated April 12, 1996*
99.13. Due Diligence Agreement dated April 22, 1996*
99.14. Opinion of Schroder Wertheim & Co. Incorporated, dated May 31, 1996*
99.15. Letter, dated June 7, 1996, from the Chairman of the Board and Chief
Executive Officer to the Shareholders of Company*
99.16. Letter, dated June 14, 1996, to Participants in Company's Uni$aver
Tax Savings Investment Plan from Drew MacAfee, Vice President of
Human Resources, Univar Corporation regarding tender offer and its
effect on Uni$aver Tax Savings Investment Plan.
</TABLE>
* Previously filed.
<PAGE> 1
EXHIBIT 99.16
UNIVAR
CORPORATION
REQUIRES IMMEDIATE RESPONSE
To: Participants in the Uni$aver Tax Savings Investment Plan
From: Drew MacAfee
Vice President of Human Resources, Univar Corporation
Date: June 14, 1996
Subject: Cash Tender Offer for Univar Stock
As a participant in the Company's 401(k) Plan, called the Uni$aver Tax Savings
Investment Plan, your Plan account regularly receives "employer matching
contributions" that are invested for you in the Univar Stock Fund. Perhaps you
invest a portion of your "employee contributions" in the same fund as well. In
either case, your investment in the Univar Stock Fund is not represented by
actual owner ship of Univar common stock. Instead, you own units of the Fund
that holds Univar common stock (the "Shares"). The Fund also holds a small
amount of cash and other short- term money market securities. And as a
unitholder, you must now make a decision with regard to your interest in this
Fund.
On June 3, Univar announced that we had entered into an agreement to merge with
a subsidiary of Royal Pakhoed N.V., a Netherlands limited liability company.
As part of that agreement, Pakhoed has offered to buy all of Univar's Shares
for $19.45 per share in a transaction called a tender offer (the "Tender
Offer"). Conditional upon a tender of a minimum percentage of the outstanding
Shares, Pakhoed is contractually obligated to follow the Tender Offer with a
merger at $19.45 per share, which will permit Pakhoed to acquire all Shares
that are not tendered.
Please note that Univar's Board of Directors has unanimously endorsed the
Tender Offer and recommends that its shareholders accept the terms. The Board
has also unanimously approved the follow-up merger.
Included in this package is an Offer to Purchase dated June 7, 1996, a Schedule
14D-9 Solicitation/ Recommendation Statement, a June 7, 1996 Letter from
Univar's Chairman of the Board and CEO to Univar shareholders, and a Uni$aver
Plan Response Card that you should use to direct the Uni$aver Plan's Trustee
with regard to your interest attributable to Shares held in the Univar Stock
Fund (collectively called the "Offer Documents"). You must choose one of two
options: (1) Tender, or (2) Not Tender.
If you elect to direct the Trustee to tender your interest in the Univar Stock
Fund, your units in the Fund will be moved into a temporary fund until the
Tender Offer payment is received from Pakhoed by the Trustee. Also, that
temporary fund will be "frozen," and you will not be able to move your units
out of that fund until the Tender Offer payment is received. Following the
tender payment, all assets held in this temporary fund will automatically be
transferred into the LifePath 2000 Fund, which is another investment fund in
the Plan. The LifePath 2000 Fund invests in a diversified portfolio of equity
securities, fixed income securities, and money market securities. After the
cash is transferred to the LifePath 2000 Fund, you may call MasterWorks at
1-800-776-4015 to reinvest your money in other Plan investment funds.
If you elect to direct the Trustee to not tender your interest in the Univar
Stock Fund, you will continue to hold units of the fund that holds Univar
stock. Pakhoed is contractually obligated to follow the Tender Offer with a
cash-out merger at $19.45 per share; however, this may not be completed for
several months, thus delaying the receipt of the funds and your opportunity to
reinvest your cash. Money received from the merger will be placed in another
temporary fund pending reinvestment by the participants. Any Fund withdrawals
made prior to the cash-out merger will be transacted at the current market
price. The Univar Stock Fund will be terminated after the cash-out merger.
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The cash Tender Offer by Pakhoed will terminate on July 15, 1996, unless
extended. However, your response to this offer is due no later than July 5,
1996. In the event another Tender Offer is received from a third party, you
will receive additional correspondence regarding your alternative choices.
Please note that with respect to your interest in the Univar Stock Fund, you
are not entitled to withdraw your instructions on whether or not Shares should
be tendered once your instructions have been received by the Trustee. In
addition, you may not instruct the Trustee to exercise dissenter's rights with
respect to your interest in the Univar Stock Fund.
If the Trustee does not receive your response by July 5, 1996, the Trustee will
decide whether or not to tender your interest in the Fund.
Please read the enclosed Offer Documents carefully before making your decision.
Once you have completed the Response Card, please return it before the July 5
deadline in the postage-paid envelope provided. Although the Offer Documents
list various delivery instructions and addresses for the tender response, your
response will only be honored if mailed to the address on the postage paid
envelope.
If you own Univar stock in addition to your interest in the Univar Stock Fund
in the Uni$aver Plan, such as through the Employee Stock Purchase Plan, you
will receive other Tender Offer packages for those Shares. Your decision on
whether or not to tender those Shares will not affect your decision to tender
or not tender your interest in the Univar Stock Fund, and vice versa. You must
consider and address each tender offer package separately.
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BZW BARCLAYS GLOBAL INVESTORS
MASTERWORKS
IER Proxy Services
P.O.Box 7008
San Carlos, CA 94070-7008
ID Number:
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PARTICIPANTS IN THE UNI$AVER TAX
SAVINGS INVESTMENT PLAN
(401(K) PLAN)
Please read carefully the enclosed Offer Documents
INCLUDING THE MEMO FROM DREW MACAFEE
and indicate your response by
checking one of the boxes below:
YES
[ ] I elect to tender my interest attributable to
Shares held in the Univar Stock Fund.
NO
[ ] I do not wish to tender my interest attributable
to Shares held in the Univar Stock Fund.
YOUR RESPONSE MUST BE RECEIVED BY THE TRUSTEE
IN THE ENCLOSED ENVELOPE BY JULY 5, 1996.
Dated: ______________, 1996
Signature: ________________________
The signature above constitutes acknowledgment of receipt of the Offer
to Purchase dated June 7, 1996, the Schedule 14D-9 Solicitation/Recommendation
Statement, a June 7, 1996 Letter from Univar's Chairman of the Board and CEO to
Univar Shareholders, and a letter from Drew MacAfee relating to the cash Tender
Offer for Univar stock (collectively, the "Offer Documents").
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UNI$AVER PLAN
RESPONSE CARD/
LETTER OF
TRANSMITTAL
TO TENDER PARTICIPANT
INTEREST ATTRIBUTABLE TO
COMMON SHARES
OF
UNIVAR
CORPORATION
HELD IN THE UNIVAR STOCK FUND
WITHIN THE UNI$AVER TAX
SAVINGS INVESTMENT PLAN
(401(K) PLAN)
PURSUANT TO THE
OFFER TO PURCHASE
DATED JUNE 7, 1996
BY
UC ACQUISITION CORP.
AN INDIRECT SUBSIDIARY OF
ROYAL PAKHOED N.V.
