-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RBZAsDGDOruzI6IF5OJ5Oe68CP5EH+6n9cxvaNFG4VLvXpQyWYEHvIN0o/k9+WFL St6+W79eS1WH7/9V9iGIuw== 0000950149-96-000868.txt : 19960710 0000950149-96-000868.hdr.sgml : 19960710 ACCESSION NUMBER: 0000950149-96-000868 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960709 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVAR CORP CENTRAL INDEX KEY: 0000101929 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 910816142 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32536 FILM NUMBER: 96592556 BUSINESS ADDRESS: STREET 1: 6100 CARILLON AVE STREET 2: 1600 NORTON BLDG CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 2068893400 MAIL ADDRESS: STREET 1: P O BOX 34325 CITY: SEATTLE STATE: WA ZIP: 98124-1325 FORMER COMPANY: FORMER CONFORMED NAME: VWR UNITED CORP DATE OF NAME CHANGE: 19740327 FORMER COMPANY: FORMER CONFORMED NAME: UNITED PACIFIC CORP DATE OF NAME CHANGE: 19670807 FORMER COMPANY: FORMER CONFORMED NAME: VANWATERS & ROGERS INC DATE OF NAME CHANGE: 19670807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL PAKHOED N V CENTRAL INDEX KEY: 0000914320 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: GRAHAM & JAMES STREET 2: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 MAIL ADDRESS: STREET 1: 60 68 BOOMPJES STREET 2: 3011 XC ROTTERDAM CITY: NETHERLANDS STATE: A1 SC 14D9/A 1 ROYAL PEKHOED SCHEDULE 14D-9 AMENDMENT NO. 3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1/A AMENDMENT NO. 2 TO TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D*** (AMENDMENT NO. 3) 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
AMOUNT OF FILING TRANSACTION VALUE* FEE** ----------------------------------------------------------------------------- ---------- $303,992,121.80.............................................................. $60,798.42
* 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. 3 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. 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
------------------------ PAGE I OF PAGES THE EXHIBIT INDEX IS LOCATED ON PAGE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1, as amended on July 8, 1996 (the "Schedule 14D-1" ) filed pur- suant 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") at $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 10. ADDITIONAL INFORMATION (e) A complaint (the "Complaint") purporting to be a class action, and relating to the Offer was filed in the Superior Court of King County, Washington on June 21, 1996 and was served on Company on July 8, 1996. The Complaint names Company, Parent and Buyer, as well as eleven members of the Board of Directors of Company as defendants. The Complaint alleges, among other things, that: (i) in negotiating the terms of the Reorganization Agreement and arriving at the Offer Price, the defendants named in the Complaint participated in unfair dealings toward the Plaintiff (as defined in the Complaint) and the other members of the Class (as defined in the Complaint); (ii) the defendants named in the Complaint violated their fiduciary and other common law duties owed to the Plaintiff and the other members of the Class; and (iii) the defendants have not exercised their independent business judgment, have acted and are acting to the detriment of the Class, and are using their control over Company to usurp for Parent the true value of Company's Shares at an unfair price. Parent and Buyer believe the action based on the allegations in the Complaint to be without merit and intend to defend the action vigorously. ii 3 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 9, 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 iii 4 EXHIBIT INDEX
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