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                        SUPPLEMENT DATED JULY 8, 1996 TO
 
                           OFFER TO PURCHASE FOR CASH
 
                             ALL OUTSTANDING SHARES
 
                                       OF
 
                               UNIVAR CORPORATION
 
                                       AT
 
                              $19.45 NET PER SHARE
 
                                       BY
 
                              UC ACQUISITION CORP.
 
                           AN INDIRECT SUBSIDIARY OF
 
                               ROYAL PAKHOED N.V.
 
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           THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M.,
                    NEW YORK TIME, ON MONDAY, JULY 15, 1996,
                          UNLESS THE OFFER IS EXTENDED
 
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     Questions and requests for assistance or for additional copies of this
Supplement, the Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to the Information Agent, D.F. King & Co.,
Inc. at 1-800-735-3591 or at the address set forth on the back cover of the
Offer to Purchase.
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TO THE HOLDERS OF COMMON SHARES OF
UNIVAR CORPORATION
 
                                  INTRODUCTION
 
     This Supplement dated July 8, 1996 (the "Supplement") amends and
supplements the Offer to Purchase dated June 7, 1996 (the "Offer to Purchase")
of UC Acquisition Corp. ("Buyer"), a Washington corporation and 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"), pursuant to which the Buyer has offered to purchase
all the outstanding common shares, without par value (the "Shares"), of Univar
Corporation ("Company"), upon the terms and subject to the conditions set forth
in the Offer to Purchase and the Letter of Transmittal (which, together with
this Supplement, collectively constitute the "Offer").
 
     Except as otherwise set forth in this Supplement, the terms and conditions
set forth in the Offer to Purchase and the Letter of Transmittal continue to be
applicable in all respects to the Offer. The information set forth below should
be read in conjunction with the Offer to Purchase. Terms not defined herein have
the meanings ascribed to them in the Offer to Purchase.
 
     Procedures for tendering Shares are set forth in Section 2 of the Offer to
Purchase. Tendering shareholders should continue to use the Letter of
Transmittal and the Notice of Guaranteed Delivery which were provided with the
Offer to Purchase on June 7, 1996.
 
 1. CERTAIN LEGAL MATTERS.
 
     ANTITRUST. On June 4, 1996, Parent filed a Notification and Report Form
with respect to the Offer under the Hart-Scott Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"). By letter dated June 10, 1996, the U.S.
Federal Trade Commission informed Parent that the waiting period would end on
June 21, 1996 unless early termination was granted. On June 19, 1996, the U.S.
Federal Trade Commission informed Parent that early termination was granted and
the waiting period under the HSR Act terminated on June 19, 1996.
 
     PRE-MERGER NOTIFICATION REQUIREMENTS UNDER THE COMPETITION ACT (CANADA). On
June 25, 1996, Parent made a short-form filing under Section 121 of the Canada
Competition Act in connection with the Offer. By letter dated June 26, 1996, the
Canada Prenotification Unit Mergers Branch informed Parent that the seven-day
waiting period imposed by the Canada Competition Act commenced on June 26, 1996.
On July 2, 1996, the seven-day waiting period expired.
 
 2. CERTAIN FINANCIAL INFORMATION OF COMPANY
 
     The following information was prepared by Company and is included in a
report submitted by Schroder Wertheim & Co. Incorporated ("Schroder Wertheim"),
financial adviser to Company's Board of Directors, and was publicly filed with
the SEC on June 7, 1996. The full report is also available for inspection and
copying at the principal executive offices of Company during regular business
hours by any shareholder of Company, or a shareholder's representative who has
been so designated in writing. This information constitutes a portion of that
utilized by the Board of Directors of Company in arriving at its decision to
recommend the transaction as more fully described in Company's Schedule 14D-9,
which is on file with the SEC and was previously provided to all shareholders.
 
     In addition, this information was used by Schroder Wertheim in preparing
the cash flow analyses used in rendering an opinion to the Board of Directors as
to the fairness, from a financial point of view, of the consideration to be
received by Company shareholders, other than Parent and its Affiliates, in the
Offer.
 
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     CONSOLIDATED UNIVAR PROJECTIONS FOR FISCAL YEARS ENDED FEBRUARY 28/29
 


                               1997         1998         1999         2000         2001         2002
                            ----------   ----------   ----------   ----------   ----------   ----------
                                                      (DOLLARS IN THOUSANDS)
                                                                           
Revenues..................  $2,213,512   $2,380,730   $2,533,284   $2,675,677   $2,810,310   $2,952,387
Gross Profit..............  $  317,132   $  346,135   $  377,200   $  399,757   $  420,127   $  441,643
EBITDA*...................  $   84,871   $  101,512   $  121,596   $  133,736   $  143,488   $  156,694
EBIT**....................  $   53,090   $   69,159   $   89,923   $  102,265   $  112,457   $  125,563

 
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*  EBITDA represents "earnings before interest, taxes, depreciation and
amortization."
** EBIT represents "earnings before interest and taxes."
 
     The projections are based upon the subjective judgment of Company's
management of various economic circumstances expected to be applicable to each
of Company's separate entities that comprise the consolidated Univar group. This
includes Van Waters & Rogers Inc. in the United States, Van Waters & Rogers Ltd.
in Canada, and Univar Europe N.V. in Europe.
 
     Company advised Schroder Wertheim that the above projections were not
prepared with a view to public disclosure and are included herein only because
such information was provided to Schroder Wertheim in connection with the
preparation of their fairness opinion. In addition, Company has informed
Schroder Wertheim that the projections were not prepared with a view toward
compliance with published guidelines of the SEC or the guidelines established by
the American Institute of Certified Public Accountants regarding projections and
forecasts, nor is the projected financial information intended to be presented
in a manner consistent with financial statements prepared in accordance with
generally accepted accounting principles. While presented with numerical
specificity, these projections are based upon a variety of assumptions with
respect to industry performance, general business and economic conditions,
taxes, and other matters, most of which are beyond the control of Company. The
presentation of such information should not be regarded as a representation or
warranty of such information or as a representation or warranty by Company or
Schroder Wertheim or any other person that these results will be achieved.
 
     Because the estimates and assumptions underlying the projections are
inherently subject to significant economic and competitive uncertainties beyond
Company's control, there can be no assurance that the projected results could be
realized, or that the actual results would not be higher or lower than those
projected.
 
     THE BOARD OF DIRECTORS OF COMPANY CONTINUES TO BELIEVE THAT THE TENDER
OFFER IS FAIR TO AND IN THE BEST INTERESTS OF COMPANY AND ITS SHAREHOLDERS AND
UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES.
 
 3. SPECIAL FACTORS -- CERTAIN STATUTORY REQUIREMENTS
 
     On June 7, 1996, Parent and Buyer filed with the Commission a 13e-3
Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"). Subsequent to
such filing, the Commission requested that the Company join Parent and Buyer in
the filing and execute the Schedule 13E-3. Company has agreed to comply with the
Commission's request.
 
     On page 15 of the Offer to Purchase, Buyer states its belief that neither
Buyer nor any of its affiliates are "affiliates" or "control persons" of Company
for purposes of Rule 13e-3 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Commission has objected to such statement.
 
     The following language replaces the paragraph under the caption "Special
Factors -- Certain Statutory Requirements" -- subsection titled " 'Going
Private' Transactions," located on page 15 of the Offer to Purchase:
 
        The Commission has adopted Rule 13e-3 under the Exchange Act which is
        applicable to certain "going private" transactions and which may be
        applicable to the Offer and the Proposed Merger. Pursuant to the
        requirements of Section 13(e) of the Exchange Act and Rule 13e-3
        promulgated
 
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        thereunder, Company, as issuer of the class of equity securities that is
        the subject of the Offer, Parent and Buyer have filed with the
        Commission a joint Transaction Statement on Schedule 13E-3 (the
        "Schedule 13E-3") relating to the transactions contemplated by the Offer
        and the Proposed Merger, on the assumption that Section 13(e) and Rule
        13e-3 are applicable to the Offer and the Proposed Merger. The filing of
        the Schedule 13E-3 shall not be construed as an admission by Company,
        Parent or Buyer that Company is "controlled by" Parent, Buyer or any of
        their affiliates, or that Parent, Buyer or any of their affiliates is an
        "affiliate" of Company within the meaning of Rule 13e-3 under Section
        13(e) of the Exchange Act.
 
 4. MISCELLANEOUS
 
     This Supplement will be mailed by Buyer to record holders of shares and
will be furnished to brokers, banks and similar persons whose names, or whose
nominees, appear on the shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.
 
     Buyer and Parent have filed with the Commission an amendment to their
Schedule 14D-1, Company has filed an amendment to its Schedule 14D-9, and
Parent, Buyer and Company have filed an amendment to the Schedule 13E-3
furnishing certain additional information with respect to the Offer. The
Schedule 14D-1, the Schedule 14D-9, Schedule 13E-3 and the amendments thereto
may be obtained from the offices of the Commission as set forth in Section 7 of
the Offer to Purchase.
 
                                          UC ACQUISITION CORP.
 
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