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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment Number 3 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
Christopher H. Cunningham
Preston Gates & Ellis
5000 Columbia Center
701 Fifth Avenue
Seattle, WA 98104
(206) 623-7580
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This Amendment Number 3 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, and further amended by Amendment Number 2 to the Schedule
14D-9 filed with the Securities and Exchange Commission July 9, 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
As announced by Company in a press release issued on July 16, 1996
(the "July 16 Press Release"), the Offer expired by its terms at 8:00 p.m., New
York City time, on July 15, 1996. As a result of the expiration of the Offer, a
total of 17,482,744 Shares were tendered pursuant to the Offer. The Shares
tendered, together with the Shares currently owned by Parent and its
affiliates, constitute 95.92% of the Company's outstanding Shares.
As previously announced and described in the Schedule 14D-9, any
Shares not purchased in the Offer will be acquired in a subsequent merger
transaction at the same $19.45 per Share cash price. The merger is expected to
be completed in the next few months. A copy of the text of the July 16 Press
Release is filed as Exhibit 18 hereto and is incorporated herein by reference.
Other than the Shares owned by Parent and its affiliates, there are
approximately 885,589 Shares outstanding which continue to be eligible for
trading on the New York Stock Exchange.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
99. 1. Agreement and Plan of Reorganization, dated May 31, 1996*
99. 2. Form of Director's and Officer's Agreement*
99. 3. Agreement with The Dow Chemical Company, dated May 31, 1996*
99. 4. Form of Merger Agreement*
99. 5. 1986 Standstill Agreement*
99. 6. Excerpt from Company's 1995 Proxy Statement relating to Change of
Control Agreements*
99. 7. Form of letter to Company's Officers clarifying and amending certain
change of control agreements, list of executive officers, and
schedule of payments*
99. 8. Excerpt from Company's 1995 Proxy Statement relating to Executive
Officer Compensation*
99. 9. Certain information relating to compensation arrangements and
benefits payable to officers and directors for the fiscal year ended
February 29, 1996 which Company intends to file as an amendment
to its 1996 Form 10-K*
99.10. Excerpt from Company's 1995 Proxy Statement relating to
indemnification of directors and officers*
99.11. Press Release of Company, issued June 3, 1996*
99.12. Confidentiality Agreement dated April 12, 1996*
99.13. Due Diligence Agreement dated April 22, 1996*
99.14. Opinion of Schroder Wertheim & Co. Incorporated, dated May 31, 1996*
99.15. Letter, dated June 7, 1996, from the Chairman of the Board and Chief
Executive Officer to the Shareholders of Company*
99.16. Letter, dated June 14, 1996, to Participants in Company's Uni$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*
99.18 Press Release issued by Company dated July 16, 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 19, 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*
99.18 Press Release issued by Company dated July 16, 1996
</TABLE>
* Previously filed.
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EXHIBIT 99.18
UNIVAR P.O. BOX 34325
CORPORATION SEATTLE, WA 98124-1325
6100 CARILLON POINT
KIRKLAND, WASHINGTON 98033
PHONE: (206) 889-3400
FAX: (206) 889-4100
NEWS RELEASE
July 16, 1996
FOR IMMEDIATE RELEASE For Further Information
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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. 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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