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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3/A
AMENDMENT NO. 1 TO
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)
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 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
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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.
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This Amendment No. 1 amends Item 17 of the Rule 13E-3 Transaction
Statement (as amended, the "Schedule 13E-3") of UC Acquisition Corp., a
Washington corporation ("Buyer") and Royal Pakhoed N.V., a limited liability
company formed and existing under the laws of The Netherlands ("Parent"), filed
with the Securities and Exchange Commission ( the "Commission") on June 7, 1996,
relating to a tender offer by Buyer for all outstanding common shares, without
par value (the "Shares") of Univar Corporation, a Washington corporation
("Company"). Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the same meaning as set forth in the Schedule 13E-3.
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS
(b) (2) Report by Schroder Wertheim & Co. Incorporated to Univar Corporation
Board of Directors, dated May 31, 1996 (the "Schroder Report"). A
paper filing was made of the Schroder Report by letter dated June 6,
1996 under cover of Form SE addressed to the Commission. A continuing
hardship exemption was granted by the Commission to Buyer and Parent
pursuant to Rule 202(d) of Regulation S-T, promulgated under the
Securities Act of 1933, as amended, so that the Schroder Report was
not filed on June 7, 1996 by Edgar, when the Schedule 13E-3 was
initially filed. Buyer and Parent now submit the Schroder report by
Edgar filing.
(d) (9) Summary Notice Advertisement, dated June 7, 1996.
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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 28, 1996
ROYAL PAKHOED N.V.
By:
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Dr. Sjoerd D. Eikelboom,
Senior Vice President
UC ACQUISITION CORP.
By:
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R. E. Wansik,
Vice President
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EXHIBIT INDEX
Exhibit No. Description
99.(b)(2) Report by Schroder Wertheim & Co. Incorporated to Univar
Corporation Board of Directors, dated May 31, 1996.
99.(d)(9) Summary Notice Advertisement, dated June 7, 1996.