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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3/A
AMENDMENT NO. 4 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 TELEPHONE NUMBER: (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
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. / /
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Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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$303,992,121.80 $60,798.42
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/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.
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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
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* 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. 4 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3, as amended on June 28, 1996, July 8, 1996, and July
9, 1996 (the "Statement" and as amended by this Amendment No. 3, the "Amended
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") for $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 (the "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 10. INTEREST IN SECURITIES OF ISSUER.
On July 19, 1996, Buyer was informed by the Depositary that a
total of 17,710,869 Shares had been validly tendered pursuant to the Offer and
not withdrawn. Buyer paid for all such Shares by depositing the Offer Price
therefor with the Depositary, as agent for the tendering shareholders. A copy of
a press release relating to the foregoing purchases pursuant to the Offer and
the Shareholder Agreement is filed as Exhibit (d)(11) to the Amended Statement
and is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION
EXON-FLORIO. By letter dated July 11, 1996, Buyer and Parent
were informed by CFIUS that CFIUS "has determined that there are no issues of
national security sufficient to warrant an investigation under section 721," and
that "action under section 721 is concluded with respect to this transaction."
The Exon-Florio waiting period, by the terms prescribed under the Exon Florio
amendment, expired July 10, 1996.
PRE-MERGER NOTIFICATION REQUIREMENTS UNDER THE COMPETITION ACT
(CANADA). By letter dated July 10, 1996, from the Canada Acting Director of
Investigation and Research, Parent received an Advance Ruling Certificate
indicating that there were not sufficient grounds in respect of the Offer to
apply to the Competition Tribunal under section 92 of the Act, thereby
concluding investigations of the Offer under the Competition Act. By the terms
of the Canada Competition Act, the waiting period had expired on July 2, 1996.
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS
Item 17 is hereby supplemented and amended by adding the following information
thereto:
(d)(11) Press release issued by Univar Corporation, dated July 16, 1996.
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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 22, 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
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Exhibit No. Description
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99 (d)(11) Press release, issued by Univar Corporation, dated July 16, 1996.
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NEWS RELEASE
July 16, 1996
FOR IMMEDIATE RELEASE For Further Information
Gary E. Pruitt
Vice President & CFO
(206) 889-3440
ROYAL PAKHOED COMPLETES TENDER OFFER FOR UNIVAR
(KIRKLAND, Wash., July 16, 1996)-Univar Corporation (NYSE: UVX), today reported
that approximately 14,600,000 shares have been tendered to Royal Pakhoed N.V.
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This amount, combined with the 28.09 percent already owned by Pakhoed and its
affiliates, raises Royal Pakhoed's total ownership of Univar common stock to
approximately 95.5 percent and completes the Pakhoed tender offer.
----
On June 3, 1996, Royal Pakhoed announced a tender offer for all of the
outstanding common shares of Univar Corporation at a price of $19.45 per share.
The tender offer expired at 8:00 p.m., eastern time, on Monday, July 15, 1996.
Payment to Univar shareholders who have tendered their shares will begin in
five business days.
Under Royal Pakhoed's agreement with Univar, it will acquire in a cash merger
at $19.45 per share, the remaining Univar common shares that have not been
tendered. The cash out of the approximately 975,000 remaining shares is
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expected to be completed in the next few months.
Univar Corporation, headquartered in Kirkland, Washington, is the
multi-national leader in the distribution of chemicals and allied products to
industry through three subsidiaries, Van Waters & Rogers Inc. in the United
States, Van Waters & Rogers Ltd. in Canada, and Univar Europe N.V. in Europe.
Royal Pakhoed N.V., (a translation of Koninklijke Pakhoed N.V.), is a limited
liability company formed under the laws of the Netherlands and operates
numerous tank storage facilities in Europe, the United States, and Asia for
storage of chemicals and oil, and conducts worldwide shipping and distribution
operations, primarily in Europe. Pakhoed's shares are traded on the Amsterdam
and London Stock Exchanges.
###
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[KONINKLIJKE PAKHOED NV LETTERHEAD]
Persbericht
Press release
TENDER OFFER PAKHOED FOR UNIVAR SUCCESSFUL
Royal Pakhoed announces that as a result of the tender offer made
by Pakhoed on June 3, 1996 on the shares of Univar Corporation
quoted at the New York Stock Exchange, Pakhoed's interest in
Univar increases from 28.09 percent to approximately 95.5 percent.
The tender offer expired on July 15, 1996, 08.00 p.m. New York
time. Pakhoed offered USD 19.45 per Univar share.
The remaining shares in Univar, representing approximately 4.5
percent of the total outstanding shares, will be acquired by a
merger in the United States.
The acquisition of Univar fits in Pakhoed's strategy to focus on
logistics and distribution activities for the global oil- and
chemical industry.
With a turnover of USD 2 billion, Univar is one of the largest
companies in the world in the field of chemical distribution.
Univar is market leader in the United States and Canada and in
Europe it is mainly active in the United Kingdom, Scandinavia and
Switzerland. Through Lambert Riviere, Pakhoed has chemical
distribution activities particularly in France, Italy, Spain and
Portugal. Together these companies will become the largest
chemical distribution enterprise in the world.
Rotterdam, 16 July, 1996
For further information:
F.J.A. Jumelet, Legal Counsel
Telephone: +31 (0) 10 400 24 07
