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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1996
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1/A
AMENDMENT NO. 3
FINAL AMENDMENT TO
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND SCHEDULE 13D*** (Amendment No. 4)
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
--------------------
--------------------
TRANSACTION AMOUNT OF
VALUE* FILING FEE**
------------------------------------------------
$303,992,121.80 $60,798.42
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------------------------------------------------
* 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. 4 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.
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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
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This Final Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule 14D-1, as amended on July 8 and July 9, 1996 (the
"Schedule 14D-1," and as amended by this Final Amendment No. 3, 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 (collectively, the "Pakhoed Affiliates"), 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 the Pakhoed Affiliates. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the same meaning as set
forth in the Schedule 14D-1 and the Offer to Purchase and Letter of Transmittal,
attached as Exhibits (a)(1) and (a)(2) respectively to the Schedule 14D-1. By
this amendment, the Schedule 14D-1 is hereby amended in the respects set forth
below.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
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 (a)(11) to the Schedule 14D-1/A and is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
(b) 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 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby supplemented and amended by adding the following information
thereto:
(a)(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, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
ROYAL PAKHOED N.V. Dated: July 22, 1996
By: /s/ R. E. WANSIK
--------------------------
Name: R. E. Wansik
Title: Group President, North America
PAKHOED USA INC.
By: /s/ R. E. WANSIK
--------------------------
Name: R. E. Wansik
Title: Vice President
PAKHOED INVESTERINGEN B.V.
By: /s/ PIERRE A.M. PELLENAARS
---------------------------
Name: Pierre A.M. Pellenaars
Title: Director
UC ACQUISITION CORP.
By: /s/ R. E. WANSIK
---------------------------
Name: R. E. Wansik
Title: Vice President
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EXHIBIT INDEX
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Exhibit No. Description
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99 (a)(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
-------
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
