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PROSPECTUS SUPPLEMENT Rule 424(b)(2)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
214,285 SHARES
VIVRA
INCORPORATED
COMMON STOCK
_________
VIVRA Incorporated, a Delaware corporation (the "Company") has agreed to
issue and sell 214,285 shares (the "Shares") of common stock, $.01 par value
per share, accompanied by Preferred Stock Purchase Rights (the "Common Stock"),
in connection with the acquisition of Oakwood Kidney Center, P.C. ("Oakwood")
and Wyandotte Kidney Center, P.C. ("Wyandotte" and collectively, the "Acquired
Companies"). The Company's wholly-owned subsidiary, Community Dialysis
Centers, Inc., a Nevada corporation ("CDC"), has entered into asset purchase
agreements whereby CDC will purchase the assets of the Acquired Companies (the
"Acquisition") in exchange for cash and the Shares of the Company.
The Common Stock of the Company is listed on the New York Stock Exchange
("NYSE") under the symbol "V". The last reported sale price of the Common
Stock on the NYSE on August 15, 1995 was $______ per share.
_________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is August 16, 1995.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this Prospectus
Supplement from the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 16, 1995:
(1) Agreement for Sale and Purchase of Assets, dated July 1, 1995, by and
among CDC and Oakwood, Chilikapati Family Limited Partnership and
Thavarajah Family Limited Partnership (collectively, the "Oakwood
Sellers"), Vijay Kumar Chilikapati Revocable Living Trust dated
September 26, 1984 and the Krishnapilla Thavarajah Revocable Living
Trust, the sole shareholders of Oakwood (collectively, "Shareholders")
and K. Thavarajah, M.D., an individual, and C.V. Kumar, M.D., an
individual (collectively, "Physicians") (the "Oakwood Agreement")
filed as Exhibit (c)(vi).
(2) Agreement for Sale and Purchase of Assets, dated as of July 1, 1995,
by and among CDC and Wyandotte and CTA Investment Group (collectively,
the "Wyandotte Sellers"), Vijay Kumar Chilikapati Revocable Living
Trust dated September 26, 1984, the Krishnapilla Thavarajah Revocable
Living Trust, and Syed Akbar, M.D., an individual, the sole
shareholders of Wyandotte (collectively, "Shareholders") and K.
Thavarajah, M.D., an individual, and C.V. Kumar, M.D., an individual
(collectively, with Syed Akbar, M.D., "Physicians") (the "Wyandotte
Agreement") filed as Exhibit (c)(vii).
Any statement contained herein, or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Prospectus Supplement, the Prospectus and the Registration Statement of which
it is a part to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated herein modifies or
replaces such statement. Any statement so modified or superseded shall not be
deemed, in its unmodified form, to constitute a part of this Prospectus
Supplement or such Prospectus or Registration Statement.
CERTAIN TERMS OF THE ACQUISITION
The terms and conditions of the Acquisition are set forth in each of the
Oakwood Agreement and the Wyandotte Agreement (collectively, the "Agreements")
incorporated herein by reference. The following summary of the Agreements does
not purport to be complete and is qualified in its entirety by reference to the
text of the Agreements.
ACQUISITION CONSIDERATION
Under the terms of the Oakwood Agreement and subject to the conditions
thereof, in consideration of the transfer and delivery of all of the assets of
Oakwood listed in paragraph 1.1.1 of the Oakwood Agreement (the "Assets"), the
Company delivered to the Oakwood Sellers $11,000,000 (the "Purchase Price"),
paid by the delivery of $6,875,000 in cash on the Closing Date (as defined
below) and $4,125,000 of the Shares (the "Oakwood Shares") on the seventh day
after the Closing Date. The Oakwood Shares were calculated as that number of
shares of the Common Stock equal to (i) $4,125,000 divided by (ii) the average
closing price of the Common Stock on the NYSE on Thursday, June 29, 1995 (the
"Closing Price"), which was 147,321 Shares.
Under the terms of the Wyandotte Agreement and subject to the conditions
thereof, in consideration of the transfer and delivery of all of the assets of
Wyandotte listed in paragraph 1.1.1 of the Wyandotte Agreement (the "Assets"),
the Company delivered to the Wyandotte Sellers $5,000,000 (the "Purchase
Price"), paid by the delivery of $3,125,000 in cash on the Closing Date (as
defined below) and $1,875,999 of the Shares (the "Wyandotte Shares") on the
seventh day after the Closing Date. The Wyandotte Shares were calculated as
that number of shares of the Common Stock equal to (i) $1,875,000 divided by
(ii) the average closing price of the Common Stock on the NYSE on Thursday,
June 29, 1995 (the "Closing Price"), which was 66,964 Shares.
Under each of the Agreements, for a period beginning on the Closing Date
and ending on the 60th day after the Closing Date, CDC will have the
sole right to direct the sale of the Shares. On the 61st day after the
Closing Date, (i) for all of the Shares sold pursuant to CDC's direction,
CDC will make a cash payment in the amount of the difference between the
net proceeds and the Closing Price under each of the Agreements; and
(ii) for each unsold Share, CDC will purchase such share at the Closing
Price. Any cash payment made pursuant to each of
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the Agreements will constitute part of the Purchase Price under such Agreement
and must be deposited with the Escrow Holder (as that term is defined in the
Agreements).
On the Closing Date, CDC assumed and agreed to satisfy the terms of the
contracts listed on Schedule 2.2 of each of the Agreements (the "Assumed
Contracts"), but only to the extent they accrue after the Closing Date;
provided, however, CDC did not assume, and is not responsible for, any
obligations arising as a result of a breach, violation or failure to perform of
or by either the Oakwood Sellers or the Wyandotte Sellers (collectively the
"Sellers") prior to the Closing Date with respect to any of the Assumed
Contracts.
CDC and each of the Oakwood Sellers and Wyandotte Sellers entered into a
lease for the space occupied by each of the Acquired Companies facilities (the
"Facility Leases"). Except for the Assumed Contracts and the Facility Leases,
CDC has not assumed and is not liable for, nor are any of the Assets secured by
or subject to, any debts, liabilities or obligations of Sellers, Shareholders
or the Acquired Companies, or any other claim against any of the foregoing
(collectively, the "Excluded Liabilities"). Sellers and Shareholders, jointly
and severally, have agreed to pay and discharge all of the Excluded Liabilities
as they become due and to indemnify, defend, and hold CDC harmless against such
claims.
CLOSING
The Closing of the transactions contemplated by the Agreements occurred on
July 1, 1995 (the "Closing Date").
STOCK EXCHANGE LISTING
Pursuant to a condition to each party's obligation to consummate the
Acquisition, the Shares issued in connection with the Acquisition have been
listed on the NYSE.
REPRESENTATIONS AND WARRANTIES
Each of the Agreements contain customary representations and warranties
relating to, among other things, (i) each of CDC's and the Acquired Companies'
organization, qualification, authorization and similar corporate matters; (ii)
delivery of and accuracy and completeness of certain financial statements and
reports of treatments of the Acquired Companies; (iii) absence of material
change in the Acquired Companies since May 31, 1995; (iv) extent of and title
to assets of the Acquired Companies; (v) that Sellers conduct no other
business; (vi) that execution and delivery of the Agreements will not violate
the charter documents of the Sellers, or CDC, or cause CDC or the Acquired
Companies to breach any agreement or judgment, or accelerate any indebtedness;
(vii) Sellers' compliance with laws, including holding all rights, permits,
consents and licenses necessary to conduct the business of the Acquired
Companies, no undisclosed production, storage or disposal of hazardous
materials, filing of reports, and compliance with the Occupational Safety and
Health Act and zoning laws; (viii) no undisclosed threatened or pending
litigation of CDC or the Acquired Companies; (ix) no improper payments made by
the Acquired Companies; (x) no pending or threatened proceedings in eminent
domain affecting the Assets or facilities of the Acquired Companies; (xi)
insurance policies, labor arrangements, compensation of personnel, employment
contracts and compliance with and qualification of employee benefit plans of
the Acquired Companies; (xii) trade names, trademarks, service marks,
copyrights, patents and any pending registrations or applications of the
Acquired Companies; (xiii) absence of undisclosed liabilities of the Acquired
Companies; (xiv) material contracts, commitments, instruments and leases
related to the dialysis business to which the Acquired Companies are a party
and no breach thereof; (xv) no employment of services of any brokers by the
Acquired Companies or CDC in connection with the Acquisition; (xvi) delivery of
securities documents and filings of the Company to Sellers; (xvii) no untrue
representation or warranty of CDC or the Acquired Companies; and (xviii)
registration of the Shares under the Securities Act of 1933, which upon
issuance will be validly issued, fully-paid, non-assessable and free of
preemptive rights.
CERTAIN COVENANTS
Pursuant to the Agreements, Sellers have agreed that for a period of ten
years, neither the Sellers nor any of the Physicians will, jointly or
individually, directly or indirectly (i) compete with CDC or the Acquired
Companies within a 40 mile radius of each of the Acquired Companies facilities;
(ii) solicit any of CDC's patients or employees for or on behalf of any
competing business; and (iii) to the extent that any confidential information,
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as defined in paragraph 2.4.1(c) of each of the Agreements, becomes available
to the Sellers or Shareholders in the course of the transactions contemplated
by the Agreements, use or divulge such information without the prior written
consent of CDC.
Pursuant to the Agreements, pending the Closing Date, Sellers also agreed to
(i) conduct the business of the Acquired Companies consistent with prior
practice and only in the ordinary course and to comply in all material respects
with all applicable legal and contractual obligations; (ii) use best efforts to
preserve the business of the Acquired Companies, the goodwill of suppliers,
customers, patients, and others and preserve and maintain the facilities of the
Acquired Companies in good condition; (iii) take no action that would interfere
with CDC's relations with employees of the Acquired Companies and not increase
the compensation payable to any such employees; (iv) not sell, transfer or
incur any obligation or liability that encumbers or is secured by any of the
Assets; (v) not enter into, amend or terminate any material contracts; (vi)
procure all consents, approvals, authorizations, releases and orders, complete
all filings, registrations and certificates and satisfy all other requirements
prescribed by law; (vii) maintain in full force and effect to the Closing Date
all policies of insurance relating to the Acquired Companies; (viii) obtain
liability insurance coverage, at Seller's expense, for all occurrences prior to
the Closing Date for a period four years; and (ix) terminate the employment of
all employees employed at the Acquired Companies and all employment or other
contracts, employee benefit plans or arrangements and pay all sums due such
employees to the Closing Date, including vacation and sick leave.
In addition, Sellers agreed to (i) pay all expenses, costs, liabilities and
obligations incurred prior to the Closing Date in respect of the Acquired
Companies or which are secured by any of the Assets of the Acquired Companies;
(ii) file all Medicare termination cost reports required to be filed as a
result of the consummation of the transactions described in the Agreements and
assume any liability incurred as a result of such reports; (iii) provide all
information and records, in their possession or under their control, in respect
of the Assets and results of operations of the Acquired Companies prior to the
Closing Date requested by CDC in the preparation of audited financial
statements; (iv) execute and deliver the documents required to be delivered by
Sellers and use their best efforts to consummate the transactions and to
satisfy all of the conditions precedent set forth in each of the Agreements.
Under the Oakwood Agreement, the Oakwood Sellers also agreed to construct, at
their sole expense, a second facility to conduct the dialysis business at a
site on Venoy Street in Westland, Michigan in compliance with all federal,
state and local laws, regulations or orders, and to lease a third site upon
completion of construction and leasehold improvements as approved by CDC and a
satisfactory inspection thereof by CDC.
Pursuant to the Agreements, CDC has agreed to (i) maintain all business
records of the facilities and make such records available for use by Sellers as
needed; (ii) on and after the Closing Date, cooperate with Sellers in the
preparation of financial statements in respect of the Assets and results of
operations of the Acquired Companies prior to Closing for Sellers' financial
and tax reporting purposes; (iii) upon satisfaction of the conditions
precedent, execute and deliver the documents required to be delivered by CDC,
use its best efforts to consummate the transactions and to satisfy all of the
conditions precedent set forth in each of the Agreements and to obtain the
survey and provider number required by the escrow agreement contemplated by
each of the Agreements; and (iv) offer employment as of the Closing Date to all
employees listed on Schedule 3.14 of each of the Agreements at the salary set
forth for each of them on such schedule, and provide such employees with CDC's
standard employee benefits.
CLOSING AGREEMENTS
Under each of the Agreements, the parties executed, acknowledged and
delivered at the Closing the following:
(i) An Assignment and Assumption Agreement between CDC and Sellers.
(ii) A Medical Director Contract between CDC and Physicians, with a
term of no less than ten years.
(iii) A lease for the premises currently occupied by the facilities of
each of the Acquired Companies between CDC and Sellers.
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In addition, each of the Agreements states that CDC and Sellers shall execute
and deliver an escrow agreement substantially in the form of Exhibit F to each
of the Agreements and shall deliver to the Escrow Holder therein identified the
Purchase Price and all documents and instruments described in paragraph 9 of
each of the Agreements, for retention and distribution by the Escrow Holder in
an escrow account in accordance with such escrow agreement.
______________________
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
CERTAIN TERMS OF THE ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PROSPECTUS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PRICE RANGE OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . 30
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>
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214,285 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
AUGUST 16, 1995
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