PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3)
TO PROSPECTUS DATED DECEMBER 18, 1996 REGISTRATION NO. 333-13625
$158,545,000
VIVRA INCORPORATED
5% CONVERTIBLE SUBORDINATED NOTES DUE 2001
AND
SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF
This Prospectus Supplement relates to the resale by the holders (the
"Selling Securityholders") of 5% Convertible Subordinated Notes Due 2001 (the
"Notes") of Vivra Incorporated ("Vivra" or the "Company"), and the shares of
Common Stock, par value of $.01 per share (the "Common Stock"), of the Company
issuable upon the conversion thereof (the "Conversion Shares").
This Prospectus Supplement should be read in conjunction with the
Prospectus dated December 18, 1996, which is to be delivered with this
Prospectus Supplement. All capitalized terms used but not defined in this
Prospectus Supplement shall have the meanings given them in the Prospectus.
The information in the table appearing under the heading "Selling
Securityholders" in the Prospectus is superseded in part by the information
appearing in the table below:
<TABLE>
<CAPTION>
NUMBER OF
PRINCIPAL AMOUNT PERCENTAGE OF CONVERSION SHARES PERCENTAGE OF
OF NOTES NOTES THAT COMMON STOCK
NAME THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (1) OUTSTANDING (2)
---- ---------------- ----------- --------------- ---------------
<S> <C> <C> <C> <C>
Combined Insurance Company of America.. $ 2,500,000 1.58 67,204 *
- -------------
* Less than 1%.
(1) Assumes conversion of the full amount of Notes held by such holder at
the initial conversion price of $37.20 per share; such conversion price
is subject to adjustment as described under "Description of the
Notes--Conversion." Accordingly, the number of shares of Common Stock
issuable upon conversion of the Notes may increase or decrease from time
to time. Under the terms of the Indenture, fractional shares will not be
issued upon conversion of the Notes; cash will be paid in lieu of
fractional shares, if any.
(2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the
Exchange Act and based upon 41,070,626 shares of Common Stock
outstanding as of April 7, 1997, treating as outstanding the number of
Conversion Shares shown as being issuable upon the assumed conversion by
the named holder of the full amount of such holder's Notes but not
assuming the conversion of the Notes of any other holder.
</TABLE>
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FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY,
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.
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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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is June 3, 1997.
