PROSPECTUS SUPPLEMENT Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED JUNE 21, 1996) Registration No. 33-85736
559,252 Shares
VIVRA
INCORPORATED
Common Stock
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VIVRA Incorporated, a Delaware corporation (the "Company") has issued
and sold 427,280 Shares (the "Cardiology Shares") of Common Stock, $.01 par
value per Share, accompanied by Preferred Stock Purchase Rights (the "Common
Stock"), in connection with the acquisition of Miami Children's Cardiology, a
Florida partnership, by the acquisition of Victor Whitman, M.D., Inc., Richard
M. Zakheim, M.D., Inc., Abdulwahab Aldousany, M.D., Inc., Anthony Chang, M.D.,
Inc. and Evan M. Zahn, M.D., Inc. (collectively the "Cardiology Acquired
Businesses"). The Company, Vivra Specialty Partners, Inc. ("VSP"), and the
shareholders of the Cardiology Acquired Businesses, Victor Whitman, M.D.,
Richard M. Zakheim, M.D., Abdulwahab Aldousany, M.D., Anthony Chang, M.D. and
Evan M. Zahn, M.D., have entered into a Stock Exchange Agreement (the
"Cardiology Exchange Agreement") whereby the Company exchanged with the
shareholders of the Cardiology Acquired Businesses the stock of the Cardiology
Acquired Businesses for the Shares of the Company (the "Cardiology Exchange").
The Company has also issued and sold 63,176 Shares (the "Neurology
Shares") of Common Stock in connection with the acquisition of Neurology
Management, Inc., a Florida corporation ("NMI"). The Company, VSP, and the
shareholders of NMI, Vaughn D. Cohan, M.D. and Richard P. Singer, M.D., have
entered into a Merger Agreement (the "Neurology Merger Agreement") whereby NMI
was merged into VSP (the "Neurology Merger") for the Shares of the Company.
The Company has also issued and sold 68,796 Shares (the "Gastrocare
Shares") of Common Stock in connection with the acquisition of Southeast
Gastrocare, Inc., a Georgia corporation ("Gastrocare"). The Company, VSP, and
the shareholder of Gastrocare, Steven J. Morris, M.D., have entered into a Stock
Exchange Agreement (the "Gastrocare Exchange Agreement") whereby the Company
exchanged with the shareholder of Gastrocare the stock of Gastrocare for the
Shares of the Company (the "Gastrocare Exchange").
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 1, 1997 was $26 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 April 1, 1997.
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 MIAMI CHILDRENS CARDIOLOGY EXCHANGE
The terms and conditions of the Cardiology Exchange are set forth in the
Cardiology Exchange Agreement. The following summary of the Cardiology Exchange
Agreement does not purport to be complete.
Acquisition Consideration
Under the terms of the Cardiology Exchange Agreement and subject to the
conditions thereof, in consideration of the transfer and delivery of all of the
issued and outstanding stock of the Cardiology Acquired Businesses, the purchase
price was $13,000,000 (the "Purchase Price"), paid by the delivery of the
427,280 Cardiology Shares. The Cardiology Shares were calculated as that number
of shares of the Common Stock equal to (i) the Purchase Price divided by (ii)
$30.425.
Under the Cardiology Exchange Agreement, no Cardiology Shares may be
sold until the date on which the Company reports combined financial statements
of the Cardiology Acquired Businesses and the Company which includes at least 30
days operating results of the Cardiology Acquired Businesses.
Closing
The Closing of the transactions contemplated by the Cardiology Exchange
Agreement was effective as of February 28, 1996.
Stock Exchange Listing
Pursuant to a condition to each party's obligation to consummate the
Cardiology Exchange, the Cardiology Shares issued in connection with the
Cardiology Exchange have been listed on the NYSE.
Representations and Warranties
The Cardiology Exchange Agreement contains customary representations and
warranties relating to, among other things, (i) organization, qualification,
authorization and similar corporate matters of the Cardiology Acquired
Businesses; (ii) delivery of and accuracy and completeness of certain financial
statements of the Cardiology Acquired Businesses; (iii) absence of material
changes in the Cardiology Acquired Businesses since December 31, 1996; (iv)
extent of and title to assets of the Cardiology Acquired Businesses; (v) that
execution and delivery of the Cardiology Exchange Agreement will not violate the
charter documents of the Cardiology Acquired Businesses or VSP, or cause VSP or
the Cardiology Acquired Businesses to breach any agreement or judgment, or
accelerate any indebtedness; (vi) the Cardiology Acquired Businesses compliance
with laws, including holding all rights, permits, consents and licenses
necessary to conduct its business; (vii) no undisclosed threatened or pending
litigation of VSP or the Cardiology Acquired Businesses; (viii) taxes and tax
returns of the Cardiology Acquired Businesses; (ix) insurance policies, labor
arrangements, compensation of personnel, employment contracts and compliance
with and qualification of employee benefit plans of the Cardiology Acquired
Businesses; (x) trade names, trademarks, service marks, copyrights, patents and
any pending registrations or applications of the Cardiology Acquired Businesses;
(xi) absence of undisclosed liabilities of the Cardiology Acquired Businesses;
(xii) material contracts, commitments, instruments and leases to which the
Cardiology Acquired Businesses is a party and no breach thereof; (xiii) no
employment of services of any brokers by the Cardiology Acquired Businesses or
VSP in connection with the Cardiology Exchange; (xiv) delivery of securities
documents and filings of the Company to Dr. Whitman, Dr. Zaheim, Dr. Aldousany,
Dr. Chang and Dr. Zahn (xv) no untrue representation or warranty of the Company
or the Cardiology Acquired Businesses; (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 Cardiology Acquired Businesses with affiliates thereof; and (xviii) the
transaction qualifying as a pooling of interests transaction.
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Closing Agreements
Under each of the Agreements, the parties executed, acknowledged and
delivered at the Closing the following:
1. Employment Agreements among Dr. Whitman, Dr. Zakheim, Dr. Aldousany,
Dr. Chang and Dr. Zahn and certain physicians of the Cardiology
Acquired Businesses and VSP.
CERTAIN TERMS OF THE NEUROLOGY MERGER
The terms and conditions of the Neurology Merger are set forth in the
Neurology Merger Agreement. The following summary of the Neurology Merger
Agreement does not purport to be complete.
Acquisition Consideration
Under the terms of the Neurology Merger Agreement and subject to the
conditions thereof, in consideration of the transfer and delivery of all of the
issued and outstanding stock of NMI the purchase price was $1,915,000 (the
"Purchase Price"), paid by the delivery of the 63,176 Neurology Shares. The
Neurology Shares were calculated as that number of shares of the Common Stock
equal to (i) the Purchase Price divided by (ii) $30.3125.
Under the Neurology Merger Agreement, no Neurology Shares may be sold
until the date on which the Company reports combined financial statements of NMI
and the Company which includes at least 30 days operating results of NMI.
Closing
The Closing of the transactions contemplated by the Neurology Merger
Agreement was effective as of November 1, 1996.
Stock Exchange Listing
Pursuant to a condition to each party's obligation to consummate the
Neurology Merger, the Neurology Shares issued in connection with the Neurology
Merger have been listed on the NYSE.
Representations and Warranties
The Neurology Merger Agreement contains customary representations and
warranties relating to, among other things, (i) organization, qualification,
authorization and similar corporate matters of NMI; (ii) delivery of and
accuracy and completeness of certain financial statements of NMI; (iii) absence
of material changes in NMI since December 31, 1995; (iv) extent of and title to
assets of NMI; (v) that execution and delivery of the Neurology Merger Agreement
will not violate the charter documents of NMI or VSP, or cause VSP or NMI to
breach any agreement or judgment, or accelerate any indebtedness; (vi) NMI
compliance with laws, including holding all rights, permits, consents and
licenses necessary to conduct its business; (vii) no undisclosed threatened or
pending litigation of VSP or NMI; (viii) taxes and tax returns of NMI; (ix)
insurance policies, labor arrangements, compensation of personnel, employment
contracts and compliance with and qualification of employee benefit plans of
NMI; (x) trade names, trademarks, service marks, copyrights, patents and any
pending registrations or applications of NMI; (xi) absence of undisclosed
liabilities of NMI; (xii) material contracts, commitments, instruments and
leases to which NMI is a party and no breach thereof; (xiii) no employment of
services of any brokers by NMI or VSP in connection with the Neurology Merger;
(xiv) delivery of securities documents and filings of the Company to Dr. Cohan
and Dr. Singer; (xv) no untrue representation or warranty of the Company or NMI;
(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 NMI with affiliates thereof; and
(xviii) the transaction qualifying as a pooling of interests transaction.
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Closing Agreements
Under each of the Agreements, the parties executed, acknowledged and
delivered at the Closing the following:
1. Network Medical Director Agreements among Dr. Cohan and Dr. Singer
and VSP.
2. Master Merger Agreement among Neurology Management, Inc., Vaughn D.
Cohan, M.D., Richard P. Singer, M.D. Vivra Specialty Partners, Inc.,
and Vivra Incorporated.
In addition, the Neurology Merger Agreement states that the Company, VSP,
Dr. Cohan and Dr. Singer shall execute and deliver on escrow agreement and shall
deliver to the Escrow Holder therein identified a portion of the Neurology
Shares, for retention and distribution by the Escrow Holder in escrow account in
accordance with such escrow agreement.
CERTAIN TERMS OF THE GASTROCARE EXCHANGE
The terms and conditions of the Gastrocare Exchange are set forth in the
Gastrocare Exchange Agreement. The following summary of the Gastrocare Exchange
Agreement does not purport to be complete.
Acquisition Consideration
Under the terms of the Gastrocare Exchange Agreement and subject to the
conditions thereof, in consideration of the transfer and delivery of all of the
issued and outstanding stock of Gastrocare, the purchase price was $2,100,000
(the "Purchase Price"), paid by the delivery of the 68,796 Shares. The
Gastrocare Shares were calculated as that number of shares of the Common Stock
equal to (i) the Purchase Price divided by (ii) $30.53.
Under the Gastrocare Exchange Agreement, no Gastrocare Shares may be
sold until the date on which the Company reports combined financial statements
of Gastrocare and the Company which includes at least 30 days operating results
of Gastrocare.
Closing
The Closing of the transactions contemplated by the Gastrocare Exchange
Agreement was effective as of February 4, 1997.
Stock Exchange Listing
Pursuant to a condition to each party's obligation to consummate the
Gastrocare Exchange, the Neurology Shares issued in connection with the
Gastrocare Exchange have been listed on the NYSE.
Representations and Warranties
The Gastrocare Exchange Agreement contains customary representations and
warranties relating to, among other things, (i) organization, qualification,
authorization and similar corporate matters of Gastrocare; (ii) delivery of and
accuracy and completeness of certain financial statements of Gastrocare; (iii)
absence of material changes in Gastrocare since October 31, 1996; (iv) extent of
and title to assets of Gastrocare; (v) that execution and delivery of the
Gastrocare Exchange Agreement will not violate the charter documents of
Gastrocare or VSP, or cause VSP or Gastrocare to breach any agreement or
judgment, or accelerate any indebtedness; (vi) Gastrocare compliance with laws,
including holding all rights, permits, consents and licenses necessary to
conduct its business; (vii) no undisclosed threatened or pending litigation of
VSP or Gastrocare; (viii) taxes and tax returns of Gastrocare; (ix) insurance
policies, labor arrangements, compensation of personnel, employment contracts
and compliance with and qualification of employee benefit plans of Gastrocare;
(x) trade names, trademarks, service marks, copyrights, patents and any pending
registrations or applications of Gastrocare; (xi) absence of undisclosed
liabilities of Gastrocare; (xii) material contracts, commitments, instruments
and leases to which Gastrocare is a party and no breach thereof; (xiii) no
employment of services of any brokers by Gastrocare or VSP in connection with
the Gastrocare Exchange; (xiv) delivery of securities documents and filings of
the Company to Steven J. Morris (xv) no untrue representation or warranty of the
Company or Gastrocare; (xvi) registration of the Shares under the Securities Act
of 1933, which upon
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issuance will be validly issued, fully-paid, non-assessable and free of
preemptive rights; (xvii) no transactions by Gastrocare 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:
1. Network Medical Director Agreement among Dr. Steven J. Morris and
VSP.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
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
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559,252 SHARES
VIVRA INCORPORATED
COMMON STOCK
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PROSPECTUS SUPPLEMENT
April 1, 1997
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