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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment Number 2 to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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UNIVAR CORPORATION
(Name of Subject Company)
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UNIVAR CORPORATION
(Name of Person Filing Statement)
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COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
913353 10 8
(CUSIP Number of Class of Securities)
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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)
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COPY TO:
Richard B. Dodd
Preston Gates & Ellis
5000 Columbia Center
701 Fifth Avenue
Seattle, WA 98104
(206) 623-7580
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This Amendment Number 2 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, and amended by Amendment
Number 1 to the Schedule 14D-9 filed with the Securities and Exchange Commission
on July 8, 1996, relating to the offer to purchase all of the outstanding
Company common shares, no par value per share (the "Shares"), by UC Acquisition
Corp., a Washington corporation ("Buyer") and 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
A complaint (the "Complaint"), commenced in the Superior Court of King
County, Washington, purporting to be a class action, and relating to the Tender
Offer, has been served on Company. The Complaint names as defendants Company,
Parent and Buyer, as well as eleven members of the Board of Directors of
Company. The Complaint alleges, among other things, that: (i) in negotiating the
terms of the Reorganization Agreement and arriving at the Per Share Amount, the
defendants participated in unfair dealings toward the Plaintiff and the other
members of the Class (as defined in the Complaint); (ii) the defendants violated
their fiduciary and other common law duties owed to Plaintiff and to 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. Company believes the action based
on the Complaint to be without merit and intends to defend the action
vigorously.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
<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$aver Tax Savings Investment Plan.*
99.17 Press Release issued by Company dated July 9, 1996
</TABLE>
* Previously filed.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 9, 1996 UNIVAR CORPORATION
By: /s/ William A. Butler
WILLIAM A. BUTLER
VICE PRESIDENT, GENERAL COUNSEL,
AND CORPORATE SECRETARY
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
99. 1. Agreement and Plan of Reorganization, dated May 31, 1996*
99. 2. Form of Director's and Officer's Agreement*
99. 3. Agreement with The Dow Chemical Company, dated May 31, 1996*
99. 4. Form of Merger Agreement*
99. 5. 1986 Standstill Agreement*
99. 6. Excerpt from Company's 1995 Proxy Statement relating to Change of
Control Agreements*
99. 7. Form of letter to Company's Officers clarifying and amending certain
change of control agreements, list of executive officers, and
schedule of payments*
99. 8. Excerpt from Company's 1995 Proxy Statement relating to Executive
Officer Compensation*
99. 9. Certain information relating to compensation arrangements and
benefits payable to officers and directors for the fiscal year ended
February 29, 1996 which Company intends to file as an amendment
to its 1996 Form 10-K*
99.10. Excerpt from Company's 1995 Proxy Statement relating to
indemnification of directors and officers*
99.11. Press Release of Company, issued June 3, 1996*
99.12. Confidentiality Agreement dated April 12, 1996*
99.13. Due Diligence Agreement dated April 22, 1996*
99.14. Opinion of Schroder Wertheim & Co. Incorporated, dated May 31, 1996*
99.15. Letter, dated June 7, 1996, from the Chairman of the Board and Chief
Executive Officer to the Shareholders of Company*
99.16. Letter, dated June 14, 1996, to Participants in Company's Uni$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.*
99.17 Press Release issued by Company dated July 9, 1996
</TABLE>
* Previously filed.
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EXHIBIT 99.17
For Further Information
Contact: Gary Pruitt
Vice President and CFO
206-889-3400
UNIVAR SERVED WITH SHAREHOLDER COMPLAINT
KIRKLAND, Washington, July 9, 1996 -- UNIVAR CORPORATION (NYSE: UVX),
the multi-national leader in distribution services, today reported that it has
been served with a complaint seeking to enjoin the previously announced tender
offer made by UC Acquisition Corp. for all of the shares of common stock of
Univar at a price of $19.45 per share. The complaint also seeks other equitable
relief and undisclosed compensatory damages from the defendants.
The civil action complaint, which purports to be a class action on
behalf of all shareholders of Univar, was served on July 8, 1996, against
Univar, eleven members of its Board of Directos, Royal Pekhoed, and its
indirect wholly-owned subsidiary UC Acquisition Corp.
The complaint alleges, among other things, that: (i) in negotiating the
terms of the Reorganization Agreement among Univar, Royal Pakhoed and UC
Acquisition Corp. and arriving at the $19.45 per share amount, the defendants
participated in unfair dealings toward the Plaintiff and the other members of
the Class; (ii) the defendants violated their fiduciary and other common law
duties owed to the Plaintiff and to 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
Univar to "usurp for Royal Pakhoed the true value" of Univar's shares at an
unfair price.
According to Paul Hough, President and CFO, Univar believes the action
is without merit and will defend against it vigorously.
The tender offer is scheduled to expire at 8:00 p.m. New York City Time
on July 15, 1996. No motion to prevent the tender offer from going forward has
been filed and no hearing is scheduled.
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.
