SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 3
UNIVAR CORPORATION
(Name of Issuer)
COMMON STOCK, par value $0.33 1/3 per share
(Title of Class of Securities)
913353 10 8
(CUSIP Number)
John Scriven
Vice President and General Counsel
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
(517) 636-5914
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 22, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this Schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
CUSIP No. 913353 10 8
1) Name of Reporting Person and its The Dow Chemical Company
I.R.S. Identification No. I.R.S. Identification No.
38-1285128.
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X ]
3) SEC Use Only
4) Source of Funds WC
5) Check Box if Disclosure of Legal
Proceedings is Required Pursuant [ ]
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization Delaware
Number of 7) Sole Voting Power 509,370; 1.9%(1)
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 509,370; 1.9%(1)
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 509,370; 1.9%(1)
owned by Each Reporting Person
as of July 22, 1996
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 1.9%(1)
Amount in Row (11) as of
July 22, 1996
14) Type of Reporting Person CO
(1) Dow has granted the Issuer a put, and the Issuer has
granted Dow a call, for up to 101,874 shares of nonvoting
Series A Junior Participating Convertible Preferred Stock of
the Issuer which is convertible by Dow into 509,370 shares
of Common Stock of the Issuer.
This Schedule 13D relates to the Common Stock, $0.33 1/3 par
value per share (the "Common Stock"), of Univar Corporation,
a Delaware corporation ("Univar"), owned by The Dow Chemical
Company, a Delaware corporation ("Dow").
Amendment No. 3 to this Schedule 13D is being filed to
reflect that on July 22, 1996, a subsidiary of Koninklijke
Pakhoed N.V. ("Pakhoed") purchased from Dow all shares of
Common Stock of Univar owned by Dow at a price of $19.45 in
cash per share pursuant to a Shareholder Agreement, dated
as of May 31, 1996. On July 22, 1996, Dow tendered to a
subsidiary of Pakhoed 3,900,000 shares of Common Stock of
Univar.
Item 4. Purpose of Transaction
(a) Pursuant to a Shareholder Agreement, dated May 31,
1996, by Dow in favor of Pakhoed, Dow agreed to tender
all 3,900,000 shares of Univar Common Stock owned by
Dow to a subsidiary of Pakhoed at a price of at least
$19.45 per share. On July 22, 1996, Dow sold all
3,900,000 shares to a subsidiary of Pakhoed at a price
of $19.45 per share. Dow further agreed, at Pakhoed's
request, to exercise Dow's option to purchase 101,874
shares of Series A Preferred Participating Convertible
Preferred Shares of Univar, convert such preferred
shares to Univar Common Stock, and tender all such
Common Stock to a subsidiary of Pakhoed for purchase at
a price of at least $19.45 per share. If Pakhoed does
not so request, Pakhoed will cause Univar to pay Dow
the difference between the aggregate exercise price of
the option and the aggregate price that would have been
paid in the tender offer for the Univar Common Stock
that would have been issued upon conversion of the
preferred shares to Common Stock.
(b)-(j) Not applicable.
Item 5. Interest in Securities of the Issuer
(a)-(b) Not applicable.
(c) Pursuant to a Shareholder Agreement, dated May 31,
1996, by Dow in favor of Pakhoed, Dow agreed to tender
all 3,900,000 shares of Univar Common Stock owned by
Dow to a subsidiary of Pakhoed at a price of at least
$19.45 per share. On July 22, 1996, Dow sold all
3,900,000 shares to a subsidiary of Pakhoed at a price
of $19.45 per share. Dow further agreed, at Pakhoed's
request, to exercise Dow's option to purchase 101,874
shares of Series A Preferred Participating Convertible
Preferred Shares of Univar, convert such preferred
shares to Univar Common Stock, and tender all such
Common Stock to a subsidiary of Pakhoed for purchase at
a price of at least $19.45 per share. If Pakhoed does
not so request, Pakhoed will cause Univar to pay Dow
the difference between the aggregate exercise price of
the option and the aggregate price that would have been
paid in the tender offer for the Univar Common Stock
that would have been issued upon conversion of the
preferred shares to Common Stock.
(d) Not applicable.
(e) As of July 22, 1996, Dow ceased to be the holder of
more than 5% of the Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Pursuant to a Shareholder Agreement, dated May 31,
1996, by Dow in favor of Pakhoed, Dow agreed to tender
all 3,900,000 shares of Univar Common Stock owned by
Dow to a subsidiary of Pakhoed at a price of at least
$19.45 per share. On July 22, 1996, Dow sold all
3,900,000 shares to a subsidiary of Pakhoed at a price
of $19.45 per share. Dow further agreed, at Pakhoed's
request, to exercise Dow's option to purchase 101,874
shares of Series A Preferred Participating Convertible
Preferred Shares of Univar, convert such preferred
shares to Univar Common Stock, and tender all such
Common Stock to a subsidiary of Pakhoed for purchase at
a price of at least $19.45 per share. If Pakhoed does
not so request, Pakhoed will cause Univar to pay Dow
the difference between the aggregate exercise price of
the option and the aggregate price that would have been
paid in the tender offer for the Univar Common Stock
that would have been issued upon conversion of the
preferred shares to Common Stock.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.
Dated: July 26, 1996 THE DOW CHEMICAL COMPANY
By: /s/
Name: J. Pedro Reinhard
Title: Financial Vice President and
Chief Financial Officer
