<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
SEPTEMBER 30, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3/A
AMENDMENT NO. 6 AND FINAL AMENDMENT 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
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
William A. Butler
Vice President, General Counsel
and Corporate Secretary
Univar Corporation
6100 Carillon Point
Kirkland, WA 98033
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)
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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
Richard B. Dodd, Esq.
Christopher H. Cunningham, Esq.
Preston Gates & Ellis
5000 Columbia Center
701 5th Avenue
Seattle, WA 98104
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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
- ------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
03,992,121.80 $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.
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This Amendment No. 6 and Final Amendment amends and supplements the Rule 13E-3
Transaction Statement on Schedule 13E-3, as amended on June 28, 1996, July 8,
1996, July 9, 1996, July 22, 1996, and September 9, 1996 (the "Statement" and as
amended by this Amendment No. 6, 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, as amended, attached as Exhibits (d)(1) and (d)(1)(a) to the
Statement. By this amendment, the Statement is hereby amended in the respects
set forth below.
Item 16. Additional Information
On September 30, 1996, the Proposed Merger was approved and adopted at a special
meeting of the Company's shareholders by the requisite vote of Company shares
entitled to vote thereon. On September 26, 1996 the sole shareholder of Buyer
approved the Proposed Merger by written consent. On September 30, 1996,
immediately after the special meeting described above, the Articles of Merger
and the Agreement and Plan of Merger, executed by Company and Buyer effective as
of September 30, 1996, were filed with the Washington Secretary of State's
Office, thereby consummating the Proposed Merger. In accordance with the terms
of the Proposed Merger, Company is now a wholly-owned, indirect subsidiary of
Parent. A copy of the press release describing the consummation of the Proposed
Merger is attached as an exhibit and is incorporated herein by reference.
Promptly after the consummation of the Proposed Merger, Company shall make all
relevant filings to cease to be registered under the Exchange Act and to cease
to be listed on the New York Stock Exchange and any other national exchange on
which its Shares are currently reported.
Item 17. Materials to be Filed as Exhibits
Item 17 is hereby supplemented and amended by adding the following information
thereto:
(d)(15)Press release, by Company, dated September 30, 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: September 30, 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
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EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
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99 (d)(15) Press Release, by Company, dated
September 30, 1996.
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ROYAL PAKHOED/UNIVAR MERGER COMPLETED; UNIVAR REPORTS SECOND
QUARTER EARNINGS
(Kirkland, Wash., September 30, 1996) -- Univar Corporation (NYSE: UVX)
announced the completion of its planned merger with Royal Pakhoed N.V.,
headquartered in Rotterdam, the Netherlands. Effective today, Royal Pakhoed, has
purchased 100% of Univar's common stock at a net price of $19.45 per common
share, making Univar a wholly-owned subsidiary of Royal Pakhoed.
With the completion of this transaction, Univar's stock will be de-listed from
the New York Stock Exchange, also effective today.
Univar reported improved earnings for its second fiscal quarter ended August 31,
1996, of $6.7 million, or $0.31 per share, compared to $4.3 million, or $0.20
per share during the second quarter last year.
For the first six months of this fiscal year, Univar earned $15.4 million, or
$0.71 per share, compared to $12.1 million or $0.56 per share for the first six
months of last year.
Total sales for the second quarter were $565.5 million, an increase of 6.5% over
second quarter last year. Six month's total sales this year of $1.1 billion,
were up 5.3% over last year's six month figure.
The strong improvement in the financial performance of the U.S. operating
company that started in the first quarter of the year continued in the second
quarter. The Company's foreign operations continue to perform well, with
particular strength in its Canadian operating company.
As Univar is no longer a publicly held corporation, its financial results will
not be reported independently in the future, but consolidated with the financial
results of its parent, Royal Pakhoed N.V.
Univar also reported that the plantiff in they shareholder litigation
challenging the acquisition by Royal Pakhoed has agreed to a dismissal without
prejudice and without costs.
Univar is the largest distributor of industrial chemical products and allied
services in North America, and a leading chemical distributor in Europe.
Royal Pakhoed sets out to be the preferred quality partner in logistics and
distribution for the oil and chemical industry worldwide. In logistics, Royal
Pakhoed is the leading independent tank terminal operator in the world and
operates a fleet of sophisticated inland and seagoing tankers. In addition,
Royal Pakhoed offers a range of other specialized services to the oil and
chemical industry. With the completed acquisition of Univar, Royal Pakhoed has
become the largest distributor of chemical products in the world. The shares
of Royal Pakhoed are traded on the Amsterdam Stock Exchange and SEAQ
International in London.
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