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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
UNIVAR CORPORATION
(NAME OF THE ISSUER)
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)
913353 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 AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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
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
TRANSACTION VALUATION AMOUNT OF FILING FEE
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$303,992,121.80 $60,798.42
/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
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* 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 1/50 of one percentum of the
value of the shares to be purchased.
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INTRODUCTION
This Rule 13e-3 Transaction Statement (the "Statement") relates to a tender
offer by UC Acquisition Corp., a Washington corporation ("Buyer"), which is an
indirect subsidiary of 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")), to purchase any and all common shares (the
"Shares") of Univar Corporation, a Washington corporation ("Company" or
"Issuer"). The offer is being made at a price of $19.45 per Share, net to the
seller in cash (the "Offer Price"), upon the terms and subject to the conditions
set forth in the Offer to Purchase of Buyer dated June 7, 1996 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, together with the
Offer to Purchase, constitute the "Offer"), copies of which are filed as
Exhibits (d)(1) and (d)(2) hereto, respectively. This Statement is being filed
by Parent and Buyer.
The purpose of the Offer is to enable Buyer to acquire all of the
outstanding Shares and control of Company. The Offer is the first step in the
acquisition of all Shares of Company. Buyer, Parent, and Company have entered
into an Agreement and Plan of Reorganization (the "Reorganization Agreement"),
dated as of May 31, 1996, which provides, among other things, that following the
consummation of the Offer, subject to the terms and conditions contained in the
Reorganization Agreement and in accordance with the relevant provisions of the
Washington Business Corporation Act (the "WBCA"), Buyer will be merged into
Company (the "Proposed Merger") and Company will be the surviving corporation
(the "Surviving Corporation"). On the effective date of the Proposed Merger (the
"Effective Date"), each outstanding Share (other than Shares owned by Buyer and
its affiliates and Shares held by shareholders who perfect their dissenters'
rights under the WBCA) will be converted into the right to receive an amount in
cash equal to the highest Offer Price paid pursuant to the Offer (the "Merger
Consideration"). The Reorganization Agreement also provides that if Buyer
acquires at least ninety percent (90%) of the outstanding Shares, Buyer would
have the ability to consummate the Proposed Merger without a meeting or vote of
the other shareholders of Company pursuant to the "short form" merger provisions
of the WBCA. Under the WBCA, a "short form" merger would have to be effected in
the form of a merger of Company into Buyer, with Buyer as the surviving
corporation.
The filing of this Statement and the disclosures made by Parent and Buyer
in the Offer to Purchase in compliance with Rule 13e-3 are not to be construed
to deem any of Buyer, Parent or any of their affiliates as "affiliates" or
"control persons" of Company. Because of the restrictive provisions of the
Standstill Agreement (as defined in the Offer to Purchase) which, among other
things, limits the ability of Buyer, Parent and their affiliates to elect
representatives to Company's Board of Directors, to call shareholder meetings,
to form a "group", to induce any other person to initiate a tender offer or to
otherwise exercise control over Company, Buyer does not believe that it or any
of its affiliates or "control persons" are "affiliates" of Company for purposes
of Rule 13e-3 or otherwise. Furthermore, under the Standstill Agreement, Parent
and its affiliates are required to vote their Shares for the election of persons
designated by the other unaffiliated directors to fill Board seats other than
Parent's proportionate number to which it is entitled under the Standstill
Agreement.
The following cross reference sheet is being supplied pursuant to General
Instruction F to the Statement and shows the location in the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by Buyer, Parent
Pakhoed Investeringen B.V. and Pakhoed USA Inc. with the Securities and Exchange
Commission on the date hereof, of the information required to be included in
response to the items of this Statement. The information set forth in Schedule
14D-1, including all exhibits thereto, is hereby expressly incorporated herein
by reference and the responses to each item are qualified in their entirety by
the provisions of the Schedule 14D-1.
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ITEM IN WHERE LOCATED IN
SCHEDULE 13-E3 SCHEDULE 14D-1
Item 1(a) Item 1(a)
Item 1(b) Item 1(b)
Item 1(c) Item 1(c)
Item 1(d) Item 1(c)
Item 1(e) Item *
Item 1(f) Item *
Item 2(a) Item 2(a)
Item 2(b) Item 2(b)
Item 2(c) Item 2(c)
Item 2(d) Item 2(d)
Item 2(e) Item 2(e)
Item 2(f) Item 2(f)
Item 2(g) Item 2(g)
Item 3(a)(1) & (2) Item 3(a)
Item 3(b) Item 3(b)
Item 4 Item *
Item 5 Item 5
Item 6(a) Item 4(a)
Item 6(b) Item *
Item 6(c) Item 4(b)
Item 6(d) Item 4(c)
Item 7(a) Item 5
Item 7(b) Item *
Item 7(d) Item *
Item 7(d) Item *
Item 8 Item *
Item 9 Item *
Item 10(a) Item 6(a)
Item 10(b) Item 6(b)
Item 11 Item 7
Item 12(a) Item *
Item 12(b) Item *
Item 13 Item *
Item 14 Item *
Item 15(a) Item *
Item 15(b) Item *
Item 16 Item 10(f)
Item 17 Item 11
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*The item is located in the Rule 13e-3 Transaction Statement only.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer of the class of equity security which is
the subject of the Rule 13e-3 transaction is Univar Corporation, a
Washington corporation (the "Company"), and the address of its principal
executive offices is 6100 Carillon Point, Kirkland, Washington 98033.
(b) The information set forth in the Offer to Purchase under the
Introduction is incorporated herein by reference.
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(c) The information set forth in the Offer to Purchase under Section 5
("Price Range of the Shares; Dividends on the Shares") is incorporated
herein by reference.
(d) The information set forth in the Offer to Purchase under Section 5
("Price Range of the Shares; Dividends on the Shares") is incorporated
herein by reference.
(e) Not Applicable.
(f) The information set forth in the Offer to Purchase under Special
Factors ("Certain Shares Expected to be Tendered") and Section 10
("Contacts and Transactions Among Parent, Buyer and Company") is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)--(d) and (g) This Statement is being filed by Parent and Buyer.
The information set forth in the Offer to Purchase under the Introduction
and Section 8 ("Certain Information Concerning Buyer and Parent") and
Schedule I to the Offer to Purchase is incorporated herein by reference.
(e)--(f) During the last five years, neither Buyer nor Parent (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) was party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to,
federal or state securities laws of finding any violations of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)--(b) The information set forth in the Offer to Purchase under
Section 10 ("Contacts and Transactions Among Parent, Buyer and Company"),
and Section 8 ("Certain Information Concerning Buyer and Parent") is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase under the
Introduction, Special Factors ("Purpose of the Offer"), Section 1 ("Terms
of the Offer"), Section 2 ("Procedure for Tendering Shares"), Section 3
("Withdrawal Rights"), Section 4 ("Acceptance for Payment and Payment")
Section 10 ("Contacts and Transactions Among Parent, Buyer and Company"),
and Section 12 ("Certain Conditions of the Offer") is incorporated herein
by reference.
(b) The information set forth in the Offer to Purchase under the
Introduction, Special Factors ("Certain Shares Expected to be Tendered")
and Section 10 ("Contacts and Transactions Among Parent, Buyer and
Company") is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)--(g) The information set forth in the Offer to Purchase under the
Introduction, Special Factors ("Purpose of the Offer"), ("Certain Effects
of the Transaction"), ("Plans for Company"), Section 6 ("Effect of the
Offer on the Market for Shares"), Section 8 ("Certain Information
Concerning Buyer and Parent") and Section 10 ("Contacts and Transactions
Among Parent, Buyer and Company") is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase under Section 9
("Source and Amount of Funds") is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under Section
14 ("Certain Fees and Expenses") is incorporated herein by reference.
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(c) The information set forth in the Offer to Purchase under Section 9
("Source and Amount of Funds") is incorporated herein by reference.
(d) By letter to the Securities and Exchange Commission (the "SEC" or
the "Commission") dated June 7, 1996, Parent and Buyer have requested that
the names of the lending banks as well as certain material terms of the
loan agreements for loans used by Parent to finance the Offer remain
confidential.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)--(d) The information set forth in the Offer to Purchase under the
Introduction, Special Factors ("Fairness of the Transaction"), ("Purpose of
the Offer"), ("Certain Effects of the Transaction") ("Plans for Company")
("Certain Federal Income Tax Consequences"), Section 6 ("Effect of the
Offer on the Market for Shares"), Section 7 ("Certain Information
Concerning Company"), Section 8 ("Certain Information Concerning Parent,
Buyer and Company") and Section 9 ("Source and Amount of Funds") is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)--(e) The information set forth in the Offer to Purchase under the
Introduction, Special Factors ("Certain Shares Expected to be Tendered"),
("Fairness of the Transaction"), ("Statutory Requirements") and Section 10
("Contacts and Transactions Among Parent, Buyer and Company") is
incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth in the Offer to Purchase under Special
Factors ("Fairness of the Transaction") and ("Reports, Opinions and
Appraisals") is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under Special
Factors ("Fairness of the Transaction") and ("Reports, Opinions and
Appraisals") is incorporated herein by reference.
(c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)--(b) The information set forth in the Offer to Purchase under the
Introduction, Special Factors ("Purpose of the Offer"), Section 8 ("Certain
Information Concerning Buyer and Parent") and Section 10 ("Contacts and
Transactions Among Parent, Buyer and Company") is incorporated herein by
reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in the Offer to Purchase under the
Introduction, Special Factors ("Purpose of Offer"), ("Certain Shares
Expected to be Tendered"), ("Certain Effects of the Offer"), ("Plans for
Company"), Section 8 ("Certain Information Concerning Buyer and Parent")
and Section 10 ("Contacts and Transactions Among Parent, Buyer and
Company") is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)--(b) The information set forth in the Offer to Purchase under the
Introduction, Special Factors ("Fairness of the Transaction"), ("Certain
Shares Expected to be Tendered") and Section 10 ("Contacts and Transactions
Among Parent, Buyer and Company") is incorporated herein by reference.
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase under Special
Factors ("Certain Effects of the Offer") and Schedule II is incorporated
herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the Offer to Purchase under Section 7
("Certain Information Concerning Company") and the Company's Annual Report
on Form 10-K for the year ended February 29, 1996 (File No. 1-5858) is
incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the Offer to Purchase under Special
Factors ("Purpose of the Offer and the Transaction"), ("Plans for
Company"), Section 10 ("Contacts and Transactions Among Parent, Buyer and
Company"), and Section 14 ("Certain Fees and Expenses") is incorporated
herein by reference.
(b) The information set forth in the Offer to Purchase under Special
Factors ("Plans for Company") is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional information concerning the Offer is set forth in the Offer to
Purchase and the related Letter of Transmittal and is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
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(a) Exhibit (a)(1). Standby Rollover Agreement dated November 30, 1995, by and between
(b) Parent and [*].
Exhibit (a)(2). Credit Agreement dated September 1, 1989, by and between Parent
and [*].
Exhibit (a)(3). Credit Agreement dated December 5, 1995, by and between Parent and
[*].
Exhibit (a)(4). Agreement on Standby Facility dated November 30, 1995, by and
between Parent and [*].
Exhibit (a)(5). Credit Agreement dated October 16, 1995, by and between Parent and
[*].
Exhibit (a)(6). Revolving Credit Facility Agreement dated May 20, 1996, by and
between Parent and [*].
Exhibit (a)(7) Standby Bridging Facility Agreement dated June 4, 1996, by and
between Parent and [*].
Exhibit (a) (8) Agreement on Standby Facility dated June 4, 1996, by and between
Parent and [*].
Exhibit (a) (9) Standby Rollover Agreement dated June 4, 1996, by and between
Parent and [*].
Exhibit (b)(1) Opinion of Schroder Wertheim & Co. Incorporated, dated May 31,
1996.
Exhibit (b)(2) Report of Schroder Wertheim & Co. Incorporated, dated May 31,
1996.
* Confidential treatment requested with respect to the names of the lending banks as well as
certain material terms of the loan agreements.
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(c) Exhibit (c)(1). Standstill Agreement, dated September 19, 1986, by and among
Company, Parent, Investeringen and Pakhoed USA.
Exhibit (c)(2). Confidentiality and Standstill Agreement by and among Parent,
Pakhoed USA, Investeringen and Company, dated as of April 12,
1996.
Exhibit (c)(3). The Shareholder Agreement, dated May 31, 1996, by and between
Parent and The Dow Chemical Company.
Exhibit (c)(4). Form of Officers and Directors Agreement, dated May 31, 1996, by
and between Parent and each of Curtis P. Lindley, Andrew V. Smith,
Richard E. Engebrecht, N. Stewart Rogers, James W. Bernard, James
H. Wiborg, Roger L. Kesseler and John Scriven, directors of
Company, and Paul H. Hough, Gary E. Pruitt, and William A. Butler,
officers of Company.
Exhibit (c)(5). Form of Letter to Company Officers Clarifying and Amending Certain
Change of Control Agreements, List of Executive Officers, and
Schedule of Payments.
Exhibit (c)(6). Agreement and Plan of Reorganization, dated May 31, 1996, by and
among Parent, Buyer and Company.
Exhibit (c)(7). Form of Articles of Merger and Plan of Merger.
Exhibit (c)(8). Environmental Due Diligence Agreement by and between Parent and
Company, dated April 22, 1996.
Exhibit (c)(9). Form of Contingent Resignations tendered by each of John Scriven,
N. Stewart Rogers, James H. Wiborg, Andrew V. Smith, Curtis P.
Lindley, James W. Bernard, Roger L. Kesseler, Paul H. Hough and
Richard E. Engebrecht.
(d) Exhibit (d)(1). Offer to Purchase, dated June 7, 1996.
Exhibit (d)(2). Letter of Transmittal.
Exhibit (d)(3). Letter dated June 7, 1996, from D.F. King & Co., Inc. to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees.
Exhibit (d)(4). Letter to Clients of Brokers, Dealers, Banks, Trust Companies and
Other Nominees.
Exhibit (d)(5). Notice of Guaranteed Delivery.
Exhibit (d)(6). Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Exhibit (d)(7). Certificate of Foreign Status, Form W-8.
Exhibit (d)(8). Text of Press Release issued by Parent and Company, dated June 3,
1996.
(e) Exhibit (e)(1). Schedule II of the Offer to Purchase, dated June 7, 1996.
(f) Not applicable.
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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: June 7, 1996 ROYAL PAKHOED, N.V.
By: /s/ Dr. Sjoerd D. Eikelboom
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Dr. Sjoerd D. Eikelboom,
Senior Vice President
Dated: June 7, 1996 UC ACQUISITION CORP.
By: /s/ R. E. Wansik
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R. E. Wansik,
Vice President
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.(a)(1). Standby Rollover Agreement dated November 30, 1995, by and between Parent and
[*].
99.(a)(2). Credit Agreement dated September 1, 1989, by and between Parent and [*].
99.(a)(3). Credit Agreement dated December 5, 1995, by and between Parent and [*].
99.(a)(4). Agreement on Standby Facility dated November 30, 1995, by and between Parent and
[*].
99.(a)(5). Credit Agreement dated October 16, 1995, by and between Parent and [*].
99.(a)(6). Revolving Credit Facility Agreement dated May 20, 1996, between Parent and [*].
99.(a)(7) Standby Bridging Facility Agreement, dated June 4, 1996, by and between Parent
and [*].
99.(a)(8) Agreement on Standby Facility dated June 4, 1996 by and between Parent and [*].
99.(a)(9) Standby Rollover Agreement dated June 4, 1996, by and between Parent and [*].
99.(b)(1). Opinion of Schroder Wertheim & Co. Incorporated, dated May 31, 1996'
99.(b)(2). Report of Schroder & Wertheim & Co. Incorporated, dated May 31, 1996. Parent and
UC Acquisition Corp. have requested a continuing exemption by letter dated June
6, 1996 for the exhibit. In addition, a paper copy of this exhibit was submitted
to the Commission on June 6, 1996 and an electronic filing shall be made within 6
days of the filing.
99.(c)(1). Standstill Agreement, dated September 19, 1986, by and among Company, Parent,
Investeringen and Pakhoed USA.
99.(c)(2). Confidentiality and Standstill Agreement, dated as of April 12, 1996, among
Parent, Pakhoed USA, Investeringen and Company.
99.(c)(3). The Shareholder Agreement, dated as of May 31, 1996, by and between The Dow
Chemical Company and Parent.
99.(c)(4). Form of Officers and Directors Agreement, dated May 31, 1996, by and between
Parent and each of Curtis P. Lindley, Andrew V. Smith, Richard E. Engebrecht, N.
Stewart Rogers, James W. Bernard, James H. Wiborg, Roger L. Kesseler and John
Scriven, directors of Company, and Paul H. Hough, Gary E. Pruitt, and William A.
Butler, officers of Company.
99.(c)(5). Form of Letter to Company Officers Clarifying and Amending Certain Change of
Control Agreements, List of Executive Officers, and Schedule of Payments.
99.(c)(6). Agreement and Plan of Reorganization dated May 31, 1996, by and among Parent,
Buyer and Company.
99.(c)(7). Form of Articles of Merger and Plan of Merger.
99.(c)(8). Environmental Due Diligence Agreement by and between Parent and Company, dated
April 22, 1996.
99.(c)(9). Form of Contingent Resignations tendered by each of John Scriven, N. Stewart
Rogers, James H. Wiborg, Andrew V. Smith, Curtis P. Lindley, James W. Bernard,
Roger L. Kesseler, Paul H. Hough and Richard E. Engebrecht.
99.(d)(1). Offer to Purchase, dated June 7, 1996.
99.(d)(2). Letter of Transmittal.
99.(d)(3). Letter dated June 7, 1996, from D.F. King & Co., Inc. to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
99.(d)(4). Letter to Clients of Brokers, Dealers, Banks, Trust Companies and Other Nominees.
99.(d)(5). Notice of Guaranteed Delivery.
99.(d)(6). Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9.
99.(d)(7). Certificate of Foreign Status, Form W-8.
99.(d)(8). Text of Press Release issued by Company, dated June 3, 1996.
99.(e)(1). Schedule II of the Offer to Purchase, dated June 7, 1996.
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* Confidential treatment requested with respect to the names of the lending
banks as well as certain material terms of the loan agreement.
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