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PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
100,576 SHARES
VIVRA
INCORPORATED
COMMON STOCK
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VIVRA Incorporated, a Delaware corporation (the "Company") has issued and
sold 100,576 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 Pollard & Sublett, PSC and Asthma & Allergy
Research Institute, Inc. (the "Acquired Companies"). The Company, the Company's
wholly-owned subsidiary, Asthma & Allergy CareAmerica, Inc., a Delaware
corporation ("AACA"), the Acquired Companies and the shareholders of the
Acquired Companies, Stephen J. Pollard, M.D. and James L. Sublett, M.D., have
entered into merger agreements whereby AACA will acquire all the stock of the
Acquired Companies (the "Acquisition") in exchange for 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 April 9, 1996 was $29.00 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 April 11, 1996.
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 April 11, 1996:
(1) Master Merger Agreement among Asthma & Allergy CareAmerica, Inc.;
Vivra Incorporated; Pollard & Sublett, PSC; Stephen J. Pollard,
M.D.; James L. Sublett, M.D. and Allergy & Asthma Research
Institute, Inc. (the "Master Merger Agreement").
(2) Agreement and Plan of Merger among Asthma & Allergy CareAmerica,
Inc.; Vivra Incorporated; Pollard & Sublett, PSC; Stephen J.
Pollard, M.D. and James L. Sublett, M.D. (the "P&S Merger
Agreement").
(3) Agreement and Plan of Merger among Asthma & Allergy CareAmerica,
Inc.; Vivra Incorporated; Allergy & Asthma Research Institute,
Inc.; Stephen J. Pollard, M.D. and James L. Sublett, M.D. (the
"ARI Merger Agreement").
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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 the Master
Merger Agreement, the P&S Merger Agreement and the ARI Merger Agreement
(collectively the "Merger Agreements"). The following summary of the Merger
Agreements does not purport to be complete and is qualified in its entirety by
reference to the text of such Merger Agreements.
ACQUISITION CONSIDERATION
Under the terms of the P&S Merger Agreement and subject to the conditions
thereof, in consideration of the transfer and delivery of all of the issued and
outstanding stock of Pollard & Sublett, PSC, the purchase price was $2,421,420
(the "Purchase Price"), paid by the delivery of the 86,208 Shares. The Shares
were calculated as that number of shares of the Common Stock equal to (i) the
Purchase Price divided by (ii) the average closing price of the Common Stock on
the NYSE for ten trading days preceding five trading days prior to the Closing.
Under the terms of the ARI Merger Agreement and subject to the conditions
thereof, in consideration of the transfer and delivery of all of the issued and
outstanding stock of Asthma & Allergy Research Institute, Inc., the purchase
price was $403,580 (the "Purchase Price"), paid by the delivery of the 14,368
Shares. The Shares were calculated as that number of shares of the Common Stock
equal to (i) the Purchase Price divided by (ii) the average closing price of the
Common Stock on the NYSE for ten trading days preceding five trading days prior
to the Closing.
Under the Merger Agreements, no shares may be sold until the date on which
the Company reports combined financial statements of the Acquired Companies and
the Company which includes at least 30 days operating results of the Acquired
Companies.
CLOSING
The Closing of the transactions contemplated by the Merger Agreements was
effective as of March 30, 1996.
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 Merger Agreements contain customary representations and
warranties relating to, among other things, (i) each of the Acquired
Companies' organization, qualification, authorization and similar corporate
matters; (ii) delivery of and accuracy and completeness of certain
financial statements; (iii) absence of material change in the Acquired
Companies; (iv) extent of and title to assets of the Acquired Companies;
(v) that the Acquired Companies conduct no other business; (vi) that
execution and delivery of the Agreements will not violate the charter
documents of the Acquired Companies, or cause the Acquired Companies to
breach any agreement or judgment, or accelerate any indebtedness; (vii) the
Acquired Companies compliance with laws; (viii) no undisclosed threatened
or pending litigation of the Acquired Companies; (ix) insurance policies,
labor arrangements, compensation of personnel, employment contracts and
compliance with and qualification of employee benefit plans of the Acquired
Companies; (x) absence of undisclosed liabilities of the Acquired
Companies; (xi) material contracts, commitments, instruments and leases to
which the Acquired Companies are a party and no breach thereof; (xii) no
employment of services of any brokers by the Acquired Companies or in
connection with the Acquisition; (xiii) delivery of securities documents
and filings of the Company to the shareholders of the Acquired Companies;
(xvii) no untrue
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representation or warranty of AACA 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.
CLOSING AGREEMENTS
Under the Master Merger Agreement, the parties executed, acknowledged and
delivered at the Closing the following:
(i) A Practice Operating Agreement.
(ii) An Employment Agreement between AACA and the shareholders
of the Acquired Companies.
(iii) A Management Services Agreement.
In addition, each of the Merger Agreements states that AACA and the
shareholders of the Acquired Companies shall execute and deliver an escrow
agreement and shall deliver to the Escrow Holder therein identified a portion of
the Shares, for retention and distribution by the Escrow Holder in an escrow
account in accordance with such escrow agreement.
CERTAIN COVENANTS
Pursuant to the Practice Operating Agreement, the shareholders of the
Acquired Companies have agreed that they will not, jointly or individually,
directly or indirectly (i) compete with AACA or the Acquired Companies; (ii)
solicit any of AACA's patients or employees for or on behalf of any competing
business; and (iii) to the extent that any confidential information becomes
available to the shareholders of the Acquired Companies in the course of the
transactions contemplated by the Agreements, use or divulge such information
without the prior written consent of AACA.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 1
CERTAIN TERMS OF THE ACQUISITION . . . . . . . . . . . . . . . . . . . . . 2
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
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100,576 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
April 11, 1996
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