SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2
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)
May 31, 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 4,409,370; 19.8%(1)
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 4,409,370; 19.8%(1)
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 4,409,370; 19.8%(1)
owned by Each Reporting Person
as of May 31, 1996
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 19.8%(1)
Amount in Row (11) as of
May 31, 1996
14) Type of Reporting Person CO
(1) Dow owns 3,900,000 shares, constituting 17.9%, of the
Issuer's Common Stock, and 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. 2 to this Schedule 13D is being filed to
reflect that on May 31, 1996, Dow agreed to tender all
shares of Common Stock of Univar owned by Dow at a price of
at least $19.45 in cash per share to a subsidiary of
Koninklijke Pakhoed N.V. ("Pakhoed") pursuant to a
Shareholder Agreement, dated as of May 31, 1996, a copy of
which is attached as Exhibit 1 to this Amendment No. 2 and
incorporated herein by reference.
Item 2. Identity and Background
Dow was incorporated in 1947 under Delaware law and is the
successor to a Michigan corporation of the same name
organized in 1897. Dow is engaged in the manufacture and
sale of chemicals, plastic materials, agricultural and
consumer products, and other specialized products. Its
principal executive offices are located at 2030 Dow Center,
Midland, Michigan 48674, telephone (517) 636-1000. Except
as otherwise indicated by the context, the term "Dow" as
used herein means The Dow Chemical Company and its
consolidated subsidiaries.
A list of certain of Dow's Executive Officers, all having
business addressees which are the same as Dow's principal
executive offices, is set forth below:
Chairman of the Board Frank P. Popoff
President and CEO William S. Stavropoulos
Financial Vice President
and Chief Financial Officer J. Pedro Reinhard
Executive Vice President Enrique C. Falla
Group Vice President Anthony J. Carbone
Group Vice President Michael D. Parker
A list of Dow's Directors, their addresses and their
principal occupation or employment is noted below:
Jacqueline K. Barton Barbara H. Franklin
California Institute of Technology Barbara Franklin Enterprises
Division of Chem. & Chem. Engr. 2600 Virginia Avenue NW
Mail Code 127-72 Washington, DC 20037
Pasadena, CA 91125
David T. Buzzelli Allan D. Gilmour
The Dow Chemical Company The Dow Chemical Company
2020 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
Anthony J. Carbone Michael D. Parker
The Dow Chemical Company The Dow Chemical Company
2020 Dow Center 2020 Dow Center
Midland, MI 48674 Midland, MI 48674
Fred P. Corson Frank P. Popoff
The Dow Chemical Company The Dow Chemical Company
2020 Dow Center 2020 Dow Center
Midland, MI 48674 Midland, MI 48674
John C. Danforth J. Pedro Reinhard
Bryan Cave LLP The Dow Chemical Company
211 N. Broadway, Suite 3600 2020 Dow Center
St. Louis, MO 63102 Midland, MI 48674
Willie D. Davis Harold T. Shapiro
All Pro Broadcasting, Inc. Princeton University
161 N. LaBrea Avenue 1 Nassau Hall
Inglewood, CA 90301 Princeton, NJ 08544
Michael L. Dow William S. Stavropoulos
Michael L. Dow, Associates The Dow Chemical Company
General Aviation Building 2020 Dow Center
Capital City Airport Midland, MI 48674
Lansing, MI 48906
Joseph L. Downey Paul G. Stern
The Dow Chemical Company Thayer Capital Partners
2020 Dow Center 901 Fifteenth Street, N.W.
Midland, MI 48674 Washington, DC 20005
Enrique C. Falla
The Dow Chemical Company
2020 Dow Center
Midland, MI 48674
Of the foregoing Executive Officers and Directors, all are
United States citizens except J. Pedro Reinhard and Michael
D. Parker who are citizens of Brazil and Great Britain,
respectively.
During the past five years, none of the foregoing Executive
Officers or Directors has been convicted in criminal
proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
which has resulted in any such Executive Officers or
Directors being made subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction
(a) Pursuant to a Shareholder Agreement, dated May 31,
1996, by Dow in favor of Pakhoed and filed as an
exhibit hereto and incorporated herein by reference,
Dow agreed to tender all shares of Univar Common Stock
owned by Dow to a subsidiary of Pakhoed at a price of
at least $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 and filed as an
exhibit hereto and incorporated herein by reference,
Dow agreed to tender all shares of Univar Common Stock
owned by Dow to a subsidiary of Pakhoed at a price of
at least $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) Not applicable.
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 and filed as an
exhibit hereto and incorporated herein by reference,
Dow agreed to tender all shares of Univar Common Stock
owned by Dow to a subsidiary of Pakhoed at a price of
at least $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.
Item 7. Material to be filed as Exhibits
(1) Shareholder Agreement, dated May 31, 1996, by Dow
in favor of Pakhoed.
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: June 3, 1996 THE DOW CHEMICAL COMPANY
By: /s/ J. Pedro Reinhard
Name: J. Pedro Reinhard
Title: Financial Vice President
and Chief Financial Officer
Exhibit 1
SHAREHOLDER AGREEMENT
MAY 31, 1996
Koninklijke Pakhoed, N.V.
333 Blaak
3011 G.B. Rotterdam
The Netherlands
Gentlemen:
In consideration for the proposed tender offer for shares of
Common Shares of Univar Corporation ("Company") to be made
by a subsidiary of yours (the "Buyer") and to be followed by
the merger of Company with Buyer (the "Merger"), the
undersigned agrees that, in its capacity as a shareholder of
Company, it will:
a) tender all shares of Company Common Shares held of
record or beneficially by it (representing all shares as to
which the undersigned has sole or shared voting power) as of
the date hereof or hereinafter acquired to Buyer pursuant to
Buyer's proposed Offer to Purchase Shares;
b) provide all consents and approvals pursuant to the
Distributor Agreement by and between the undersigned and Van
Waters & Rogers, Inc., dated March 8, 1996, required to
consummate the Merger and the transactions contemplated by
the Agreement and Plan of Reorganization among you, Company
and Buyer; and
c) only at your request, (i) exercise its option to
purchase all or such portion required of the 101,874 shares
of Series A Junior Participating Convertible Preferred
Shares (the "Preferred Shares"), which the undersigned is
entitled to purchase pursuant to the Amended and Restated
Agreement of Purchase and Sale of Stock (the "Stock Purchase
Agreement") entered into by and between the undersigned and
Company, dated May 13, 1994, (ii) convert all the Preferred
Shares the undersigned acquires pursuant to the Stock
Purchase Agreement into Company Common Shares, and (iii)
tender all shares of Company Common Shares acquired pursuant
to such conversion of the Preferred Shares to Buyer pursuant
to Buyer's proposed Offer to Purchase Shares. If such
request is not made and the option is not exercised, you
will pay to us or cause the surviving corporation to pay us
on consummation of the Merger, the difference between the
aggregate exercise price of the option to acquire the
Preferred Shares and the aggregate price that would have
been paid in the tender offer for the shares of Common
Shares which would have been issued pursuant to the
conversion of the Preferred Shares.
Notwithstanding any other provision of this letter, the
undersigned will be relieved of its obligations under
paragraphs (a), (b) and (c) above if (i) a competing offer
to purchase the Company and/or its shares of Common Shares
at a price greater than $19.45 per share is made by a third
party prior to consummation of the Merger, or (ii) Buyer's
price for the purchase of the undersigned's shares of Common
Stock pursuant to the Offer to Purchase is adjusted to a
price which is less than $19.45 per share.
Sincerely yours,
THE DOW CHEMICAL COMPANY
By: /s/ Michael D. Parker
Name: Michael D. Parker
Title: Group Vice President
