SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Agri-Nutrition Group Limited
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
00849K 10 0
(CUSIP Number)
Joseph S. Carlin, Esq.
Dyer Ellis & Joseph
Watergate, Suite 1100
600 New Hampshire Avenue
Washington, DC 20037
(202) 944-3560
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications)
February 8, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box o.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes.)
Page 1 of 15 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 00849K 10 0
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Durvet/PMR, L.P.
I.R.S. No. 43 1670982
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Missouri
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,750,324**
9 SOLE DISPOSITIVE POWER
1,240,000**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,324**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
37.3%**
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 2 of 15 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 00849K 10 0
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
W. M. Jones, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,750,324**
9 SOLE DISPOSITIVE POWER
667,107**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,324**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
37.3%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 3 of 15 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 00849K 10 0
1 NAME OF REPORTING PERSON
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Bruce G. Baker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,750,324**
9 SOLE DISPOSITIVE POWER
618,291**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,324**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
37.3%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 4 of 15 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 00849K 10 0
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert W. Schlutz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,750,324**
9 SOLE DISPOSITIVE POWER
485,280**
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,324**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
37.3%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 5 of 15 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 00849K 10 0
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Alec L. Poitevint, II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,750,324**
9 SOLE DISPOSITIVE POWER
408,844**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,324**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
37.3%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 6 of 15 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 00849K 10 0
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert E. Hormann
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,750,324**
9 SOLE DISPOSITIVE POWER
228,427**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,324**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
37.3%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 7 of 15 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 00849K 10 0
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert J. Elfanbaum
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
3,750,324**
9 SOLE DISPOSITIVE POWER
102,375**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,324**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
37.3%**
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
Page 8 of 15 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $0.01 per share
(the "Common Stock") of Agri-Nutrition Group Limited, a Delaware corporation
(the "Issuer").
The Company's principal executive offices are located at Riverport
Executive Center II, 13801 Riverport Drive, Suite 111, Maryland Heights,
Missouri 63043.
ITEM 2. IDENTITY AND BACKGROUND.
Pursuant to Rule 13d-1(k)(1) of Regulation 13D of the General Rules and
Regulations under the Securities Exchange Act of 1934 (the "Act"), this
Statement is being filed by (i) Durvet/PMR, L.P., (ii) W. M. Jones, Jr., (iii)
Bruce G. Baker, (iv) Robert W. Schlutz, (v) Alec E. Poitevint, II, (vi) Robert
E. Hormann and (vii) Robert J. Elfanbaum. The foregoing persons and entity are
hereinafter referred to as the "Reporting Persons." The Reporting Persons are
making this single joint filing pursuant to Rule 13d-1(k)(1). Unless otherwise
indicated, the business address of each Reporting Person is c/o Agri-Nutrition
Group Limited, Riverport Executive Center II, 13801 Riverport Drive, Suite 111,
Maryland Heights, Missouri 63043.
Durvet/PMR, L.P. is a Missouri limited partnership that was organized to
hold common stock of the Issuer. The general partner of Durvet/PMR, L.P. is
Durvet, Inc., a Missouri corporation engaged in animal health product marketing,
warehousing, and distribution. The principal offices of Durvet/PMR, L.P. and
Durvet, Inc. are located at P.O. Box 279, 100 S.E. Magellan Drive, Blue Springs,
Missouri 64014. The attached Schedule I is a list of the executive officers and
directors of Durvet, Inc.; each of the named persons is a U.S. citizen.
W. M. Jones, Jr. is a director of the Issuer and is a U.S. citizen.
Bruce G. Baker is a director, president and chief executive officer of the
Issuer and is a U.S. citizen.
Robert W. Schlutz is a director of the Issuer and president of Schlutz
Enterprises, Inc., which owns and operates Kentucky Fried Chicken franchises and
various other business and real estate development properties. Mr. Schlutz's
business address is c/o Schlutz Enterprises, Inc., Box 269, 14812 "N" Avenue,
Columbus Junction, Iowa 52738. Mr. Schlutz is a U.S. citizen.
Alec.E. Poitevint, II is the chairman of the Issuer and president of
Southeastern Minerals, Inc., a manufacturer and distributor of mineral premixes
and ingredients for animal feed. Mr. Poitevint's business address is c/o
Southeastern Minerals, Inc., P.O. Box 1866, 1100 Dothan Road, Bainbridge,
Georgia 31718. Mr. Poitevint is a U.S. citizen.
Robert E. Hormann is vice chairman of the Issuer and president and director
of Durvet, Inc. Mr. Hormann's business address is c/o Durvet, Inc., P.O. Box
279, 100 S.E. Magellan Drive, Blue Springs, Missouri 64014. Mr. Hormann is a
U.S. citizen.
Robert J. Elfanbaum is the chief financial officer of the Issuer. Mr.
Elfanbaum is a U.S. citizen.
Page 9 of 15 Pages
<PAGE>
During the last five years, none of the Reporting Persons or, to the
knowledge of any Reporting Person, any of the persons named in this Item 2 or in
the related Schedules, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
The information with respect to a particular Reporting Person and its
executive officers, directors and controlling persons contained herein is given
solely by such Reporting Person and no other Reporting Person has responsibility
for the accuracy or completeness of information supplied by such Reporting
Person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No cash consideration was paid in connection with the transactions that
require the filing of this amendment. For a description of these transactions,
see Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer, Virbac S.A., a French corporation ("VBSA") and Virbac,
Inc., a Delaware corporation ("Virbac") entered into an Agreement and Plan of
Merger dated as of October 16, 1998 and amended as of November 20, 1998 (the
"Merger Agreement"). Pursuant to the Merger Agreement, the Reporting Persons
entered into a Stockholders' Agreement dated as of February 8, 1999, pursuant to
which the Principal Stockholders agreed (i) to vote all the shares of the
Issuer's Common Stock held by them for approval of the Merger Agreement and the
transactions contemplated thereby and (ii) if in a tender offer required to be
made by the merged entity following the merger, fewer than 1,000,000 shares of
the Issuer's Common Stock are tendered by the Issuer's stockholders, to tender
shares of Common Stock equaling the difference between 1,000,000 shares and the
amount actually tendered. The foregoing obligations of each of the Reporting
Persons who are directors or officers of the Issuer are subject to such
directors' and officers' obligations to faithfully discharge their duties as a
director or an officer of the Issuer. A copy of the Stockholders' Agreement is
filed as Appendix A to this Schedule 13D.
The Reporting Persons acquired the shares of Common Stock as an
investment and may from time to time acquire or dispose of additional shares
through open market and privately negotiated transactions depending on existing
market and economic conditions. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and, depending on the price and
availability of shares, subsequent developments affecting the Issuer, the
Issuer's business and prospects, other investment and business opportunities
available to the Reporting Persons, and other factors considered relevant, may
decide to increase or decrease the size of their investment in the Issuer.
Except as described in this Item 4 above and in connection with the
transactions contemplated by the Merger Agreement, the Reporting Persons do not
have either plans or proposals related to or that would result in: (i) the
acquisition by any person of additional securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (iii) a sale or
transfer of a material amount of the assets of the Company or of any of its
subsidiaries; (iv) any change in the present board of directors or management of
the Company or any of its subsidiaries, including any plans or proposals to
change the
Page 10 of 15 Pages
<PAGE>
number or term of directors or to fill any existing vacancies on the board; (v)
any material change in the present capitalization or dividend policy of the
Company; (vi) any other material change in the Company's business or corporate
structure; (vii) any changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions that may impede the acquisition of
control of the Company by any persons; (viii) causing the shares of Common Stock
to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; (ix) any class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (x) any action similar to any of those enumerated above. The
Reporting Persons reserve the right, either individually or in any combination
among themselves or together with one or more of the other stockholders of the
Company, to determine in the future to take or cause to be taken one or more of
the foregoing actions.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Durvet/PMR, L.P.:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Durvet/PMR, L.P. may be deemed to beneficially own
3,750,324 shares of Common Stock, which constitutes approximately 37.3% of the
outstanding shares of Common Stock. Durvet/PMR, L.P. has sole voting and
dispositive power with respect to 1,240,000 of the shares of Common Stock; and
may be deemed to have shared voting power with respect to 3,750,324 of the
shares of Common Stock (constituting 37.3% of the total voting power of the
Common Stock) as a result of the Stockholders' Agreement.
W. M. Jones, Jr.:
In accordance with Rule 13d-5(b)(1) of the General Rules and Regulations
under the Act, W. M. Jones, Jr. may be deemed to beneficially own 3,750,324
shares of Common Stock, which constitutes approximately 37.3% of the outstanding
shares of Common Stock. W. M. Jones, Jr. has sole voting and dispositive power
with respect to 667,107 of the shares of Common Stock; and may be deemed to have
shared voting power with respect to 3,750,324 of the shares of Common Stock
(constituting 37.3% of the total voting power of the Common Stock) as a result
of the Stockholders' Agreement.
Bruce G. Baker:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Bruce G. Baker may be deemed to beneficially own
3,750,324 shares of Common Stock, which constitutes approximately 37.3% of the
outstanding shares of Common Stock. Bruce G. Baker has sole voting and
dispositive power with respect to 618,291 of the shares of Common Stock; and may
be deemed to have shared voting power with respect to 3,750,324 of the shares of
Common Stock (constituting 37.3% of the total voting power of the Common Stock)
as a result of the Stockholders' Agreement.
Robert W. Schlutz:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Robert W. Schlutz may be deemed to beneficially own
3,750,324 shares of Common Stock, which constitutes approximately 37.3% of the
outstanding shares of Common Stock. Robert W. Schlutz has sole voting and
dispositive power with respect to 485,280 of the shares of Common Stock; and may
be deemed to
Page 11 of 15 Pages
<PAGE>
have shared voting power with respect to 3,750,324 of the shares of Common Stock
(constituting 37.3% of the total voting power of the Common Stock) as a result
of the Stockholders' Agreement.
Alec L. Poitevint, II:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Alec L. Poitevint, II may be deemed to beneficially
own 3,750,324 shares of Common Stock, which constitutes approximately 37.3% of
the outstanding shares of Common Stock. Alec L. Poitevint, II has sole voting
and dispositive power with respect to 408,844 of the shares of Common Stock; and
may be deemed to have shared voting power with respect to 3,750,324 of the
shares of Common Stock (constituting 37.3% of the total voting power of the
Common Stock) as a result of the Stockholders' Agreement.
Robert E. Hormann:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Robert E. Hormann may be deemed to beneficially own
3,750,324 shares of Common Stock, which constitutes approximately 37.3% of the
outstanding shares of Common Stock. Robert E. Hormann has sole voting and
dispositive power with respect to 228,427 of the shares of Common Stock; and may
be deemed to have shared voting power with respect to 3,750,324 of the shares of
Common Stock (constituting 37.3% of the total voting power of the Common Stock)
as a result of the Stockholders' Agreement.
Robert J. Elfanbaum:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, Robert J. Elfanbaum may be deemed to beneficially own
3,750,324 shares of Common Stock, which constitutes approximately 37.3% of the
outstanding shares of Common Stock. Robert J. Elfanbaum has sole voting and
dispositive power with respect to 102,375 of the shares of Common Stock; and may
be deemed to have shared voting power with respect to 3,750,324 of the shares of
Common Stock (constituting 37.3% of the total voting power of the Common Stock)
as a result of the Stockholders' Agreement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 above.
Page 12 of 15 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Appendix A - Shareholders' Agreement
Exhibit 99.1 - Joint Filing Agreement
Page 13 of 15 Pages
<PAGE>
Signatures
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: February 18, 1999
DURVET/PMR, L.P.,
By: DURVET, INC.
by: /s/ Robert E. Hormann
Name: Robert E. Hormann
Title: President
/s/ W. M.Jones, Jr.
W. M. Jones, Jr.
/s/ Bruce G. Baker
Bruce G. Baker
/s/ Robert W. Schlutz
Robert W. Schlutz
/s/ Alec L. Poitevint, II
Alec L. Poitevint, II
/s/ Robert E. Hormann
Robert E. Hormann
/s/ Robert J. Elfanbaum
Robert J. Elfanbaum
Page 14 of 15 Pages
<PAGE>
SCHEDULE I
Executive Officers and Directors of
Durvet, Inc.
Name Business Address
Robert E. Hormann P.O. Box 279
President and Director 100 S.E. Magellan Drive
Blue Springs, Missouri 64014
John Harney Nelson Wholesale
Chairman of the Board P.O. Box 370
2400 Highway 377 South
Brownwood, Texas 76801
Doug Gerdon DuBoes Dest.
Director P.O. Box 28
1304 North Main
Huntingburg, Indiana 47542
Kevin Lynch Animal Health Sales, Inc.
Director P.O. Box 330
#44 Route 113
Selbyville, Delaware 19975
John Scheuber Veterinary Service, Inc.
Director P.O. Box 538
Salida, California 95368
Page 15 of 15 Pages
<PAGE>
Appendix A
STOCKHOLDERS' AGREEMENT
This Agreement dated as of February 8, 1999 by and between Virbac S.A.,
a French corporation ("VBSA"), and the stockholders of Agri-Nutrition Group
Limited who have executed this agreement (the "AGNU Stockholders" with each
being referred to herein as a "Stockholder").
WHEREAS, Agri-Nutrition Group Limited ("AGNU") has entered into that
Agreement and Plan of Merger with VBSA and Virbac, Inc., a Delaware corporation
and subsidiary of VBSA ("Virbac"), dated as of October 16, 1998, as amended by
the First Amendment to Agreement and Plan of Merger, dated as of November ,
1998, among AGNU, VBSA and Virbac (the "Merger Agreement"), which Merger
Agreement sets forth the terms and conditions of the merger of Virbac with and
into AGNU (the "Merger");
WHEREAS, each of the Stockholders beneficially owns the number of
shares set forth opposite his or her name on Exhibit A to this Stockholders'
Agreement. The shares of AGNU Common Stock described in the preceding sentence
together with any other voting or equity securities of AGNU of which the
Stockholders acquire beneficial ownership after the date of this Stockholders'
Agreement but prior to the consummation of the Merger are referred to herein
collectively as the "Shares." Each Stockholder is entitled to vote the Shares
beneficially owned by the Stockholder, and no Stockholder has entered into any
voting arrangement with respect to the Shares except as provided in this
Stockholders' Agreement or granted any proxy with respect to any of the Shares;
WHEREAS, in connection with the Merger Agreement, each of the
Stockholders is willing to agree, to (i) vote the Shares owned by such
Stockholder for the adoption of the Merger Agreement and the approval of the
Merger and the other transactions contemplated by the Merger Agreement subject
to the conditions set forth herein, and (ii) the other matters provided for in
this Stockholders' Agreement, upon the terms and conditions set forth herein;
WHEREAS, pursuant to Section 8.1 of the Merger Agreement, the surviving
corporation in the Merger (the "Surviving Corporation") has agreed to make and
complete a tender offer (the "Tender Offer") to repurchase 1,000,000 of the
issued and outstanding shares of AGNU Common Stock, par value $.01 per share
("Common Stock"), at a price of $3.00 per share;
WHEREAS, upon consummation of the Merger and the Tender Offer, VBSA
will indirectly own 60% of the outstanding shares of AGNU Common Stock and VBSA
desires assurance that at least 1,000,000 shares of AGNU Common Stock are
tendered in the Tender Offer; and
WHEREAS, the AGNU Stockholders are willing in the event that at least
1,000,000 shares of AGNU Common Stock are not tendered by the Stockholders of
AGNU in the Tender Offer to provide sufficient shares to the Surviving
Corporation so that the entire 1,000,000 shares shall have been tendered.
NOW, THEREFORE, in consideration of the premises and agreements
contained in this Stockholders' Agreement, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
<PAGE>
1. Defined Terms. Capitalized terms used in this Stockholders'
Agreement will, unless otherwise defined in this Stockholders' Agreement, have
the meanings assigned to them in the Merger Agreement.
2. Voting Agreement.
(a) AGNU Stockholders Meeting. Subject to Section 2(c) hereof, at the
AGNU Stockholders Meeting or any meeting of the stockholders of AGNU, however
called, and in any action by consent of the stockholders of AGNU, each of the
Stockholders will vote all of the Shares beneficially owned by such Stockholder
and entitled to vote (i) for approval of the Merger Agreement and the other
transactions contemplated by the Merger Agreement, (ii) for approval of the
amendment to the AGNU Restated Certificate of Incorporation (the "Certificate
Amendment") to increase the number of authorized shares of AGNU Common Stock
from 20,000,000 shares to 38,000,000 shares, (iii) against any action or
agreement that would result in a breach of any representation, warranty,
covenant, agreement or other obligation of AGNU under the Merger Agreement or
may result in any of the conditions to AGNU's obligations under the Merger
Agreement not being fulfilled and (iv) in favor of any other matter necessary to
consummate the transactions contemplated by the Merger Agreement and considered
and voted upon by the stockholders of AGNU.
(b) Other Actions. Subject to Section 2(c) hereof, the Stockholders
will not solicit, encourage or recommend to other holders of AGNU Common Stock
that those holders (i) vote their shares of AGNU Common Stock or any other
securities of AGNU in any manner that would, directly or indirectly, impede or
adversely effect stockholder approval of the Merger Agreement and the other
transactions contemplated by the Merger Agreement or the Certificate Amendment,
(ii) at the AGNU Stockholders Meeting, abstain from voting, or otherwise fail to
vote, their shares of AGNU Common Stock, (iii) sell, transfer, tender or
otherwise dispose of their shares of AGNU Common Stock or (iv) exercise any
dissenters' appraisal or other similar rights, if any.
(c) Limitation on Obligations. The obligations under Sections 2(a) and
2(b) of each Stockholder who is a director of officer of AGNU are subject to his
obligation to faithfully discharge his duties as a director or an officer of
AGNU; provided, however, if AGNU has not terminated the Merger Agreement
pursuant to Section 10.1(g) of the Merger Agreement or if Virbac has not
terminated the Merger Agreement pursuant to Section 10.1(f) of the Merger
Agreement, each such Stockholder will vote his Shares in accordance with
Sections 2(a) and 2(b).
3. Agreement to Tender Common Stock. In the event that fewer than
1,000,000 shares of Common Stock are tendered by the stockholders of AGNU in the
Tender Offer, the AGNU Stockholders hereby agree that they will tender shares of
Common Stock equaling the difference between 1,000,000 shares and the amount
actually tendered.
4. Amount of Common Stock to be Tendered. In the event that five
business days prior to the expiration date of the Tender Offer the AGNU
Stockholders have not reached an agreement as to the number of shares that each
Stockholder will tender to the Surviving Corporation, then each Stockholder
shall tender his/its shares on a pro rata basis in proportion to the amount of
shares held by each Stockholder on the expiration date of the Tender Offer,
excluding any shares accepted for tender in the Tender Offer.
<PAGE>
5. Share Ownership. Each Stockholder represents and warrants to VBSA
that, as of the date of this Stockholders' Agreement, the Shares set forth
opposite such Stockholder's name on Exhibit A to this Stockholders' Agreement
constitute all of the shares of AGNU Common Stock beneficially owned by such
stockholder and such Shares are owned free and clear of any Liens.
6. No Other Obligations or Liabilities. The execution of this
Stockholders' Agreement by the AGNU Stockholders will not have the effect of
creating any obligations or liabilities other than those expressly set forth
herein.
7. Miscellaneous.
(a) Counterparts. This Stockholders' Agreement may be executed and
delivered in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered will be deemed
to be an original but all of which taken together constitute one and the same
agreement.
(b) Governing Law. This Stockholders' Agreement is governed by, and
construed in accordance with, the laws of the State of Delaware without giving
effect to applicable principles of conflicts of law.
(c) Entire Agreement. This Stockholders' Agreement constitutes the
entire agreement of the parties and supersedes all prior agreements and
undertakings, both written and oral, between the parties, or any of them, with
respect to the subject matter hereof.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
VIRBAC, S.A.
By:
Name:
Title:
AGNU STOCKHOLDERS:
Durvet/PMR, L.P.,
By:Durvet, Inc. its general partner
/s/ Robert E. Hormann
Name: Robert E. Hormann
Title: President
/s/ W. J. Jones, Jr.
W.M. Jones, Jr.
/s/ Bruce G. Baker
Bruce G. Baker
/s/ Robert W. Schlutz
Robert W. Schlutz
/s/ Alec E. Poitevint, II
Alec. E. Poitevint, II
/s/ Robert E. Hormann
Robert E. Hormann
/s/ Robert J. Elfanbaum
Robert J. Elfanbaum
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) of Regulation 13D of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of this statement and any amendments hereto.
Date: February 18, 1999
DURVET/PMR, L.P.,
By: DURVET, INC.
by: /s/ Robert E. Hormann
Name: Robert E. Hormann
Title: President
/s/ W. M.Jones, Jr.
W. M. Jones, Jr.
/s/ Bruce G. Baker
Bruce G. Baker
/s/ Robert W. Schlutz
Robert W. Schlutz
/s/ Alec L. Poitevint, II
Alec L. Poitevint, II
/s/ Robert E. Hormann
Robert E. Hormann
/s/ Robert J. Elfanbaum
Robert J. Elfanbaum
