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PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
504,500 SHARES
VIVRA
INCORPORATED
COMMON STOCK
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VIVRA Incorporated, a Delaware corporation (the "Company") has issued and
sold 504,500 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 Brennan, Martell & Mirmelli, M.D., P.A., a
Florida professional association and Asthma & Allergy Institute of South
Florida, Inc., a Florida professional association (the "Acquired Companies").
The Company, Asthma & Allergy CareAmerica, Inc. ("AACA"), Asthma & Allergy
CareAmerica of Florida, Inc. and the shareholders of the Acquired Companies,
Brennan, Martell & Mirmelli, M.D.'s, P.A., Frank R. Martell, M.D. and Philip C.
Mirmelli, M.D. , have entered into a Master Agreement and Plan of Merger and
related Agreement and Plan of Mergers (collectively the "Merger Agreements")
whereby subsidiaries of AACA will merge into the Acquired Companies (the
"Merger") 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 May 10, 1996 was $30.625 per share.
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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 May 14, 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 May 14, 1996:
Master Merger Agreement among Asthma & Allergy CareAmerica, Inc.; Vivra
Incorporated; Brennan, Martell & Mirmelli, M.D.'s, P.A.; Asthma &
Allergy CareAmerica of Florida, Inc.; Frank R. Martell, M.D.; Philip C.
Mirmelli, M.D. and Asthma & Allergy Institute of South Florida, Inc.
Agreement and Plan of Merger among Asthma & Allergy CareAmerica,Inc.; Vivra
Incorporated; Brenna, Martell & Mirmelli, M.D.'s, P.A.; Asthma & Allergy
CareAmerica of Florida, Inc.; Frank R. Martell, M.D. and Philip C.
Mirmelli, M.D.
Agreement and Plan of Merger among Asthma & Allergy CareAmerica,Inc.; Vivra
Incorporated; AACA-AAI Acquisition, Inc.; Asthma & Allergy Institute of
South Florida, Inc.; Frank R. Martell and Philip C. Mirmelli.
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
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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 MERGER
The terms and conditions of the Merger are set forth in 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
Agreement.
ACQUISITION CONSIDERATION
Under the terms of the Merger Agreements and subject to the conditions
thereof, in consideration of the transfer and delivery of all of the issued and
outstanding stock of the Acquired Companies, the purchase price was $14,000,000
(the "Purchase Price"), paid by the delivery of the 504,500 Shares. The Shares
were calculated as that number of shares of the Common Stock equal to (i) the
Purchase Price divided by (ii) 27.75.
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 Agreement was
effective as of May 1, 1996.
STOCK EXCHANGE LISTING
Pursuant to a condition to each party's obligation to consummate the
Merger, the Shares issued in connection with the Merger have been listed on the
NYSE.
REPRESENTATIONS AND WARRANTIES
The Merger Agreements contains customary representations and warranties
relating to, among other things, (i) organization, qualification, authorization
and similar corporate matters of the Acquired Companies; (ii) delivery of and
accuracy and completeness of certain financial statements of the Acquired
Companies; (iii) absence of material changes in the Acquired Companies since
December 31, 1995; (iv) extent of and title to assets of the Acquired Companies;
(v) that execution and delivery of the Merger Agreements will not violate the
charter documents of the Acquired Companies or AACA, or cause AACA or the
Acquired Companies to breach any agreement or judgment, or accelerate any
indebtedness; (vi) the Acquired Companies' compliance with laws, including
holding all rights, permits, consents and licenses necessary to conduct its
business; (vii) no undisclosed threatened or pending litigation of AACA or the
Acquired Companies; (viii) taxes and tax returns 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) trade names, trademarks, service marks, copyrights,
patents and any pending registrations or applications of the Acquired Companies;
(xi) absence of undisclosed liabilities of the Acquired Companies; (xii)
material contracts, commitments, instruments and leases to which the Acquired
Companies is a party and no breach thereof; (xiii) no employment of services of
any brokers by the Acquired Companies or AACA in connection with the Merger;
(xiv) delivery of securities documents and filings of the Company to Dr. Martell
and Dr. Mirmelli; (xv) no untrue representation or warranty of the Company or
the Acquired Companies; (xvi) 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; (xvii) no transactions by the
Acquired Companies with affiliates thereof; and (xviii) the transaction
qualifying as a pooling of interests transaction.
CLOSING AGREEMENTS
Under each of the Agreements, the parties executed, acknowledged and
delivered at the Closing the following:
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Noncompetition Agreement among Dr. Martell, Dr. Mirmelli and AACA.
Employment Agreements among Dr. Martell, Dr. Mirmelli, certain physicians
of the Acquired Companies and a subsidiary of AACA.
In addition, the Merger Agreements state that the Company, AACA, Dr.
Martell and Dr. Mirmelli 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.
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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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504,500 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
May 14, 1996
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