<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
AMENDMENT NO. 1 TO
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND SCHEDULE 13D*** (AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNIVAR CORPORATION
(NAME OF SUBJECT COMPANY)
WASHINGTON
(JURISDICTION OF SUBJECT COMPANY'S INCORPORATION OR ORGANIZATION)
ROYAL PAKHOED N.V
PAKHOED INVESTERINGEN B.V.
PAKHOED USA INC.
UC ACQUISITION CORP.
(NAME OF BIDDER AND ITS AFFILIATES)
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
CHAIRMAN OF THE BOARD OF MANAGEMENT
ROYAL PAKHOED N.V.
333 BLAAK
3011 G.B. ROTTERDAM
THE NETHERLANDS
TELEPHONE NUMBER: 011-31-10-400-2911
(NAME, ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE)
OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS
------------------------
COPIES TO:
NICHOLAS UNKOVIC, ESQ.
LAWRENCE B. LOW, ESQ.
GRAHAM & JAMES LLP
ONE MARITIME PLAZA, SUITE 300
SAN FRANCISCO, CA 94111
TELEPHONE: (415) 954-0200
JUNE 7, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
- --------------------------------
- --------------------------------
TRANSACTION AMOUNT OF
VALUE* FILING FEE**
- --------------------------------
$303,992,121.80.. $60,798.42
- --------------------------------
- --------------------------------
</TABLE>
* Pursuant to, and as provided by, Rule O-11(d), and for purpose of
calculating filing fees only, this amount assumes the purchase at $19.45
cash per share of 15,629,415 shares of Common Shares, without par value, of
the Subject Company ("Shares"), which is equal to the total number of Shares
outstanding as reported by the Subject Company as of May 31, 1996, less
Shares owned by Bidder and its affiliates.
** 1/50 of 1% of Transaction Valuation.
*** This Statement also constitutes Amendment No. 3 to Schedule 13D of Royal
Pakhoed N.V., Pakhoed Investeringen B.V. and Pakhoed USA Inc. with respect
to the shares of common shares, without par value, of Univar Corporation.
/X/ Check box if any part of the fee is offset as provided by Rule O-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.,
Pakhoed Investeringen B.V.,
Pakhoed USA Inc., and
UC Acquisition Corp.
Form or Registration No.: Schedule 14D-1 Date Filed: June 7, 1996
</TABLE>
PAGE I OF PAGES
THE EXHIBIT INDEX IS LOCATED ON PAGE
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<PAGE> 2
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1," and as amended, the "Schedule 14D-1/A")
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"), UC Acquisition Corp., a Washington corporation and
indirect subsidiary of Parent ("Buyer"), Pakhoed USA Inc., a Delaware
corporation and subsidiary of Parent, and Pakhoed Investeringen B.V., a limited
liability company formed and existing under the laws of The Netherlands and
subsidiary of Parent, 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") for $19.45 per Share, net to
the seller in cash. This amendment is being filed by Parent, Buyer, Pakhoed USA
Inc., and Pakhoed Investeringen B.V. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the same meaning as set forth in
the Schedule 14D-1. By this amendment, the Schedule 14D-1 is hereby amended in
the respects set forth below.
ITEM 10. ADDITIONAL INFORMATION
(c) The response to Item 10(c) is hereby amended by incorporating herein by
reference the information set forth under the caption "1. Certain Legal Matters"
in the Supplement, dated July 8, 1996, to the Offer to Purchase, filed as
Exhibit 99(a)(10) to the Schedule 14D-1/A.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby supplemented and amended by adding the following
information thereto:
(a) (9) Summary Notice Advertisement, dated June 7, 1996.
(a) (10) Supplement, dated July 8, 1996, to the Offer to Purchase.
1
<PAGE> 3
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: July 8, 1996
ROYAL PAKHOED N.V.
By:
Name: R. E. Wansik
Title: Group President, North
America
PAKHOED USA INC.
By:
Name: R. E. Wansik
Title: Vice President
PAKHOED INVESTERINGEN B.V.
By:
Name: Pierre A.M. Pellenaars
Title: Director
UC ACQUISITION CORP.
By:
Name: R. E. Wansik
Title: Vice President
2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ------------ ------------------------------------------------------------ -------------
<S> <C> <C>
99(a)(9) Summary Notice Advertisement, dated June 7, 1996............
99(a)(10) Supplement, dated July 8, 1996, to the Offer to Purchase....
</TABLE>
<PAGE> 1
EXHIBIT 99(a)(9)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase, dated
June 7, 1996 and the related Letter of Transmittal, and is not being
made to (nor will tenders be accepted from or on behalf of)
holders of Shares in any jurisdiction in which the
making of the Offer or the acceptance
thereof would not be in compliance
with the laws of such
jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
UNIVAR CORPORATION
AT
$19.45 NET PER SHARE
BY
UC ACQUISITION CORP.
AN INDIRECT SUBSIDIARY OF
ROYAL PAKHOED N.V.
UC Acquisition Corp., a Washington corporation ("Buyer"), which is an
indirect subsidiary of Royal Pakhoed N.V. (a translation of Koninklijke Pakhoed
N.V.), a publicly held limited liability company formed under the laws of The
Netherlands ("Parent"), is offering to purchase all outstanding common shares
(the "Shares"), of Univar Corporation, a Washington corporation (the
"Company"), at a price of $19.45 per Share, net to the seller in cash (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated June 7, 1996 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
The purpose of the Offer is to enable Parent to acquire control of, and
the entire equity interest in, Company. The Offer is the first step in the
acquisition of all the Shares of Company.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M., NEW YORK CITY TIME,
ON MONDAY, JULY 15, 1996, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN
THE OFFER TO PURCHASE) THAT NUMBER OF SHARES THAT WOULD, WHEN AGGREGATED WITH
THE SHARES ALREADY OWNED BY BUYER AND ITS AFFILIATES, REPRESENT A MAJORITY OF
ALL OUTSTANDING SHARES ON THE DATE OF PURCHASE, AND (ii) ALL GOVERNMENTAL
APPROVALS (AS DEFINED IN THE OFFER TO PURCHASE) FOR THE OFFER HAVING BEEN
OBTAINED OR WAIVED BY PARENT AND BUYER AND APPLICABLE LAWS COMPLIED WITH.
For purposes of the Offer, Buyer will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to Buyer and not
withdrawn as, if and when Buyer gives oral or written notice to Chemical Mellon
Shareholder Services, LLC (the "Depositary"), of Buyer's acceptance for
payment of such Shares. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the Offer Price therefor with the Depositary, which will act
as agent for tendering shareholders for the purpose of receiving payment from
Buyer and transmitting payment to tendering shareholders. In all cases,
payment for Shares accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of: (i) certificates for (or a timely
Book-Entry Confirmation (as defined in the Offer to Purchase)) with
<PAGE> 2
respect to such Shares, (ii) a Letter of Transmittal (for facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
or, in the case of a book-entry transfer, an Agent's Message (as defined in the
Offer to Purchase), and (iii) any other documents required by the Letter of
Transmittal. In the event the Offer is extended beyond July 31, 1996, the Offer
Price shall be increased by an amount equal to the product of the Offer Price
multiplied by the prime interest rate as announced by Bank of America NW, N.A.
(doing business as Seafirst Bank) in Seattle, Washington as in effect on August
1, 1996, multiplied by the quotient of the number of days that the Offer is
extended after July 31, 1996, divided by three hundred and sixty-five (365).
EXCEPT IN THE CASE OF AN EXTENSION OF THE OFFER BEYOND JULY 31, 1996, UNDER NO
CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE OF THE SHARES TO BE PAID
BY BUYER.
Except as otherwise provided below, tenders of Shares are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment and paid for by
Buyer pursuant to the Offer, may also be withdrawn at any time after August 6,
1996 or such later date if the Offer is extended in accordance with its terms.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses as set forth in the Offer to Purchase and must specify the
name of the person having tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the registered holder of the Shares to
be withdrawn, if different from the name of the person who tendered the Shares.
If certificates for Shares have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the
serial numbers shown on such certificates must be submitted to the Depositary
and, unless such Shares have been tendered by an Eligible Institution (as
defined in the Offer to Purchase), the signatures on the notice of withdrawal
must be guaranteed by an Eligible Institution. If Shares have been delivered
pursuant to the procedure for book-entry transfer as set forth in the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility (as defined in the
Offer to Purchase) to be credited with the withdrawn Shares and otherwise
comply with such Book-Entry Transfer Facility's procedures. Withdrawals of
tenders of Shares may not be rescinded, and any Shares properly withdrawn will
thereafter be deemed not validly tendered for any purposes of the Offer.
However, withdrawn Shares may be retendered by again following one of the
procedures described in the Offer to Purchase at any time prior to the
Expiration Date. All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by Buyer in its sole
discretion, which determination will be final and binding.
Buyer expressly reserves the right to extend the period of time during
which the Offer is open to not later than August 31, 1996, if (i) any
Governmental Approvals (as defined in the Offer to Purchase) shall have not been
obtained by July 31, 1996, or (ii) by July 26, 1996, less than 80% of the
outstanding shares have been tendered for purchase pursuant to the Offer, and
Buyer reasonably believes that 80% or more of the Shares will be tendered if the
Expiration Date of the Offer is extended to not later than August 31, 1996.
Buyer can extend the Offer by giving oral or written notice of such extension to
the Depositary.
The information required to be disclosed by paragraph (e)(l)(vii) of
Rule 14d-6 under the Securities Exchange Act of 1934, as amended, is contained
in the Offer to Purchase and is incorporated herein by reference.
Company has provided Buyer, the Depositary and the Information Agent
with Company's shareholder list and security listings for the purpose of
disseminating the Offer to holders of Shares. The Offer to Purchase, the
related Letter of Transmittal and other relevant materials will be mailed to
record holders of Shares, and will be furnished to brokers, dealers, banks,
trust companies and similar persons whose names, or the names of whose
nominees, appear on the shareholder lists, or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Questions and requests for assistance or for copies of the Offer to
Purchase, the Letter of Transmittal and other tender offer documents may be
directed to the Information Agent, as set forth below, and copies will be
furnished at Buyer's expense. No fees or commissions will be payable to brokers,
dealers or other persons other than the Information Agent for soliciting
tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect (212) 269-5550
All others Call Toll Free 1-800-735-3591
June 7, 1996
<PAGE> 1
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
- --------------------------------------------------------------------------------
- - -
- --------------------------------------------------------------------------------
- -
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.
<PAGE> 2
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.
1
<PAGE> 3
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>
- ---------------
* 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
2
<PAGE> 4
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.
3
