AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1996

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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SCHEDULE 13E-3/A
AMENDMENT NO. 5 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 William A. Butler
Chairman of the Board of Management Vice President, General Counsel
ROYAL PAKHOED, N.V. and Corporate Secretary
333 Blaak Univar Corporation
3011 G.B. Rotterdam 6100 Carillon Point
The Netherlands Kirkland, WA 98033
TELEPHONE NUMBER: 011-31-10-400-2911 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)

COPIES TO:

Nicholas Unkovic, Esq. Richard B. Dodd, Esq.
Lawrence B. Low, Esq. Christopher H. Cunningham, Esq.
Graham & James LLP Preston, Gates & Ellis
One Maritime Plaza, Suite 300 5000 Columbia Center
San Francisco, CA 94111 701 5th Avenue
Telephone: (415) 954-0200 Seattle, WA 98104

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

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Transaction Valuation Amount of Filing Fee
$303,992,121.80 $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.

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

* 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.
2

This Amendment No. 5 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, and July 22, 1996 (the "Statement" and as amended by this Amendment No.
3, 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, attached as Exhibit (d)(1) to the Statement. By this amendment,
the Statement is hereby amended in the respects set forth below.

ITEM 16. ADDITIONAL INFORMATION

On September 9, 1996, Company distributed a Proxy Statement to the shareholders
of Company as of September 2, 1996, the record date. Among other things, the
Proxy Statement set forth the terms of the second step Merger and solicited for
shareholder votes to approve the Merger. Buyer, as a result of and subsequent
to the Offer, now holds 97.15% of the Shares and is able to approve the Merger
without the action of any other shareholder of Company. The Proxy Statement
states that the special meeting to vote on the Merger shall be held on
September 30, 1996.

ITEM 17. MATERIALS TO BE FILED AS EXHIBITS

Item 17 is hereby supplemented and amended by adding the following information
thereto:

(d)(12) Proxy Statement, dated September 9, 1996. (Incorporated by reference
to the Proxy Statement of Company filed with the Securities and
Exchange Commission September 9, 1996).
(d)(13) Letter of Transmittal for Surrender of Common Shares for Cash Payment
Pursuant to the Merger.

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 9, 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

4
EXHIBIT INDEX

Exhibit No. Description
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99 (d)(12) Proxy Statement, dated September 9, 1996.
(Incorporated by reference to the Proxy Statement of Company
filed with the Securities and Exchange Commission September 9,
1996).
99 (d)(13) Letter of Transmittal for Surrender of Common Shares for Cash
Payment Pursuant to the Merger.