<PAGE>
PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995) Registration No. 33-85736
642,051 SHARES
VIVRA
INCORPORATED
COMMON STOCK
_________
Vivra Incorporated, a Delaware corporation (the "Company") has issued and
sold 642,051 shares (the "Shares") of common stock, $.01 par value per share,
accompanied by Preferred Stock Purchase Rights (the "Common Stock"), in
connection with the merger of Charleston Kidney Center, Inc., a South Carolina
corporation (the "Acquired Company") into Vivra Renal Care, Inc., a Nevada
corporation ("VRC"). The Company, VRC, the Acquired Company and the
shareholders of the Acquired Company, George Malanos, M.D., Jerry Owens, M.D.
and Arthur Smith, M.D., have entered into an Agreement and Plan of Merger (the
"Merger Agreement") whereby the Acquired Company will merge into VRC (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.
_________
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:
(1) Agreement and Plan of Merger among Vivra Renal Care, Inc.; Vivra
Incorporated; Charleston Kidney Center, Inc.; George Malanos, M.D.;
Jerry Owens, M.D. and Arthur Smith, M.D.
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herein, shall be deemed to be modified or superseded for purposes of this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 Any statement so modified or superseded shall not be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.
<PAGE>
CERTAIN TERMS OF THE MERGER
The terms and conditions of the Merger are set forth in the Merger
Agreement. The following summary of the Merger Agreement 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 Agreement and subject to the conditions
thereof, in consideration of the transfer and delivery of all of the issued and
outstanding stock of the Acquired Company, the purchase price was $14,000,000
(the "Purchase Price"), paid by the delivery of the 642,051 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 twenty trading days preceding ten trading days prior to the
Closing.
Under the Merger Agreement, no shares may be sold until the date on which
the Company reports combined financial statements of the Acquired Company and
the Company which includes at least 30 days operating results of the Acquired
Company.
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 Agreement contains customary representations and warranties
relating to, among other things, (i) organization, qualification, authorization
and similar corporate matters of the Acquired Company; (ii) delivery of and
accuracy and completeness of certain financial statements of the Acquired
Company; (iii) absence of material changes in the Acquired Company since March
31, 1996; (iv) extent and condition of and title to assets of the Acquired
Company; (v) that the Acquired Company conducts no other business; (vi) that
execution and delivery of the Merger Agreement will not violate the charter
documents of the Acquired Company or the Company, or cause the Company or the
Acquired Company to breach any agreement or judgment, or accelerate any
indebtedness; (vii) the Acquired Company's compliance with laws, including
holding all rights, permits, consents and licenses necessary to conduct its
business; (viii) no undisclosed threatened or pending litigation of the Company
or the Acquired Company; (ix) no improper payments made by the Acquired Company;
(x) no pending or threatened proceedings in eminent domain affecting assets or
facilities of the Acquired Company; (xi) insurance policies, labor arrangements,
compensation of personnel, employment contracts and compliance with and
qualification of employee benefit plans of the Acquired Company; (xii) trade
names, trademarks, service marks, copyrights, patents and any pending
registrations or applications of the Acquired Company; (xiii) absence of
undisclosed liabilities of the Acquired Company; (xiv) material contracts,
commitments, instruments and leases to which the Acquired Company is a party and
no breach thereof; (xv) no employment of services of any brokers by the Acquired
Company or the Company in connection with the Merger; (xvi) delivery of
securities documents and filings of the Company to Dr. Malanos, Dr. Owens and
Dr. Smith; (xvii) no untrue representation or warranty of the Company or the
Acquired Company; (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; (xix) no transactions by the Acquired Company with
affiliates thereof; and (xx) the Merger qualifying as a pooling of interests
transaction.
CERTAIN COVENANTS
Pursuant to the Merger Agreement, Dr. Malanos, Dr. Owens and Dr. Smith have
agreed that for a period of five years, they will not, jointly or individually,
directly or indirectly (i) compete with the Company, Vivra Renal Care, Inc. or
the Acquired Company within a fifty mile radius of any facility of the Acquired
Company; (ii) solicit any of the Company's, Vivra Renal Care, Inc.'s or their
affiliates' patients or employees for or on behalf of any competing business;
and (iii) to the extent that any confidential information becomes available to
Dr.
-2-
<PAGE>
Malanos, Dr. Owens and Dr. Smith in the course of the transactions
contemplated by the Merger Agreement, use or divulge such information without
the prior written consent of the Company.
CLOSING AGREEMENTS
Under each of the Agreements, the parties executed, acknowledged and
delivered at the Closing a Medical Director Agreement between VRC and Drs.
Malanos, Owens and Smith.
<PAGE>
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
------------------------------------------------------
------------------------------------------------------
642,051 SHARES
VIVRA INCORPORATED
COMMON STOCK
----------
PROSPECTUS SUPPLEMENT
May 14, 1996
- --------------------------------------------------------------------------------
