<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1996
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3/A
AMENDMENT NO. 3 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)
913 353 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
(206) 623-7580
This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities
Act of 1933.
c. /X/ A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. / /
Calculation of Filing Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
<S> <C>
$303,992,121.80 $60,798.42
- --------------------------------------------------------------------------------
</TABLE>
/X/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
<TABLE>
<S> <C> <C>
Amount Previously Paid: $60,798.42 Filing party: Royal Pakhoed, N.V.,
Form or Registration No.: Schedule 14D-1 Pakhoed Investeringen B.V.,
Pakhoed USA Inc. and
UC Acquisition Corp.
Date filed: June 7, 1996
</TABLE>
* For purposes of calculating the filing fee only. This amount assumes
the purchase of 15,629,415 shares of Common Shares at $19.45 in cash
per share. The amount of the filing fee calculated in accordance with
Regulation 240.0-4 of the Securities Exchange Act of 1934 equals 1/50th
of one percentum of the value of the shares to be purchased.
<PAGE> 2
This Amendment No. 3 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3, as amended on June 28, 1996 and July 8, 1996 (the
Statement") filed pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") 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 UC Acquisition
Corp., a Washington corporation and indirect subsidiary of Parent ("Buyer"),
relating to a tender offer by Buyer for all of the outstanding common shares,
without par value (the "Shares"), of Univar Corporation, a Washington
corporation ("Company") at $19.45 per Share, net to the seller in cash. By
Amendment No. 2 to the Statement, Company joined Parent and Buyer in filing the
Statement. This amendment is therefore being filed by Parent, Buyer and
Company. Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the same meaning as set forth in the Tender Offer Statement
on Schedule 14D-1 and the Offer to Purchase and Letter of Transmittal,
attached as Exhibits (d)(1) and (d)(2) respectively to the Statement. By this
amendment, the Statement is hereby amended in the respects set forth below.
ITEM 16. ADDITIONAL INFORMATION
A complaint (the "Complaint") purporting to be a class action, and
relating to the Offer was filed in the Superior Court of King County, Washington
on June 21, 1996 and was served on Company on July 8, 1996. The Complaint names
Company, Parent and Buyer, as well as eleven members of the Board of Directors
of Company as defendants. The Complaint alleges, among other things, that: (i)
in negotiating the terms of the Reorganization Agreement and arriving at the
Offer Price, the defendants named in the Complaint participated in unfair
dealings toward the Plaintiff (as defined in the Complaint) and the other
members of the Class (as defined in the Complaint); (ii) the defendants named in
the Complaint violated their fiduciary and other common law duties owed to the
Plaintiff and the other members of the Class; and (iii) the defendants have not
exercised their independent business judgment, have acted and are acting to the
detriment of the Class, and are using their control over Company to usurp for
Parent the true value of Company's Shares at an unfair price. Parent,Buyer and
Company believe the action based on the allegations in the Complaint to be
without merit and intend to defend the action vigorously.
<PAGE> 3
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 9, 1996 UNIVAR CORPORATION
By: /s/ William A. Butler
--------------------------------------
William A. Butler
Vice President, General Counsel
and Corporate Secretary
ROYAL PAKHOED N.V.
By: /s/ R.E. Wansik
--------------------------------------
R.E. Wansik
Group President, North America
UC ACQUISITION CORP.
By: /s/ R.E. Wansik
--------------------------------------
R. E. Wansik
Vice President
