SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
VIRBAC CORPORATION
(formerly known as Agri-Nutrition Group Limited)
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
927649 10 3
(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 Person
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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 16 Pages)
1 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 Exchange
Act of 1934 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>
CUSIP NO. 927649 10 3 13D PAGE 2 OF 16
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Virbac S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
12,580,918
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
12,580,918
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,580,918**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60%**
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE DESCRIPTION PRESENTED UNDER THE CAPTION
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER"
<PAGE>
CUSIP NO. 927649 10 3 13D PAGE 3 OF 16
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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*
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
1,094,021
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,094,021
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,094,021**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.22%**
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>
CUSIP NO. 927649 10 3 13D PAGE 4 OF 16
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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*
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
96,968
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
96,968
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,968**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.46%**
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>
CUSIP NO. 927649 10 3 13D PAGE 5 OF 16
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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*
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
556,834
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
556,834
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
556,834**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.64%**
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>
CUSIP NO. 927649 10 3 13D PAGE 6 OF 16
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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*
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
428,857
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
428,857
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,857**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04%**
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>
CUSIP NO. 927649 10 3 13D PAGE 7 OF 16
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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*
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
367,535
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
367,535
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
367,535**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.75%**
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>
CUSIP NO. 927649 10 3 13D PAGE 8 OF 16
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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*
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
202,242
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
202,242
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
202,242**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.96%**
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>
CUSIP NO. 927649 10 3 13D PAGE 9 OF 16
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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*
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
100,918
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
100,918
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,918**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.48%**
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>
CUSIP NO. 927649 10 3 13D PAGE 10 OF 16
This Amendment No. 1 (the "Amendment") modifies, amends and supplements
the statement on Schedule 13D, dated February 18, 1999 (the "Original Schedule
13D," and together with the Amendment, the "Schedule 13D"), as indicated herein.
Each of Virbac S.A., a French corporation ("VBSA"), Durvet/PMR, L.P., a Missouri
limited partnership ("Durvet"), and each in their individual capacity, W.M.
Jones, Jr., Bruce G. Baker, Robert W. Schlutz, Alec E. Poitevint, II, Robert E.
Hormann and Robert J. Elfanbaum, are filing this Amendment to add VBSA to the
Schedule 13D as a reporting person. VBSA is being added to the Schedule 13D
because it entered into the Stockholders' Agreement described in the Original
Schedule 13D, attached thereto as Appendix A.
Except as specifically modified, amended or supplemented by this
Amendment, all of the information in the Original Schedule 13D is hereby
confirmed.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Original Schedule 13D is hereby modified, amended and
supplemented as follows:
The Original Schedule 13D related to the common stock, par value $0.01
per share, of Agri-Nutrition Group Limited, a Delaware corporation
("Agri-Nutrition"). However, as set forth in Agri-Nutrition's current report on
Form 8-K, filed with the Securities and Exchange Commission (the "Commission")
on March 17, 1999, on March 5, 1999, Virbac, Inc., a Delaware corporation and
indirect subsidiary of VBSA, merged with and into Agri-Nutrition (the "Merger"),
with Agri-Nutrition surviving the Merger and changing its name to Virbac
Corporation ("Virbac"). In addition, upon consummation of the Merger, VBSA's
wholly owned subsidiary became the majority shareholder of Virbac and the Board
of Directors was reconstituted to include a majority of directors appointed by
VBSA.
As a result of the above described events, the Schedule 13D now relates
to the common stock, par value $0.01 per share, of Virbac (the "Common Stock"),
and Virbac is hereafter referred to as the "Issuer."
The Issuer's principal executive offices are located at 3200 Meacham
Boulevard, Fort Worth, Texas 76137.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Original Schedule 13D is hereby modified, amended and
supplemented as follows:
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) VBSA, (ii) Durvet, (iii) W. M. Jones, Jr., (iv)
Bruce G. Baker, (v) Robert W. Schlutz, (vi) Alec E. Poitevint, II, (vii) Robert
E. Hormann and (viii) Robert J. Elfanbaum. The foregoing persons are hereinafter
referred to as the "Reporting Persons."
VBSA is a French corporation that manufactures veterinary
pharmaceuticals. The principal executive offices of VBSA are located at 13 emme
rue - L.I.D., 06517 Carros Cedex, France. The attached Schedule II is a list of
the directors and executive officers of VBSA; each of the named persons is a
French citizen.
Upon consummation of the Merger, W.M. Jones, Jr. resigned as a director
of the Issuer.
<PAGE>
CUSIP NO. 927649 10 3 13D PAGE 11 OF 16
Upon consummation of the Merger, Bruce G. Baker resigned as the
president and chief executive officer of the Issuer and was appointed by the
Board of Directors to serve as executive vice president.
Upon consummation of the Merger, Robert W. Schlutz resigned as a
director of the Issuer.
Upon consummation of the Merger, Alec. E. Poitevint, II resigned as the
chairman of the Issuer, but not as a director.
Upon consummation of the Merger, Robert E. Hormann resigned as vice
chairman and a director of the Issuer.
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 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Original Schedule 13D is hereby modified, amended and
supplemented as follows:
The obligations of the Reporting Persons under the Stockholders'
Agreement, described in the Original Schedule 13D, were satisfied upon the
completion by the Issuer on April 19, 1999, of a tender offer for 1,000,000
shares of Common Stock (the "Tender Offer"), as described in the Issuer's
Schedule 13E-4, and amendments thereto, filed with the Commission on March 18,
1999. Because the Tender Offer was oversubscribed, the Reporting Persons
(excluding VBSA) were not obligated pursuant to the Stockholders' Agreement to
tender shares in order to make up for a difference between the 1,000,000 shares
that the Issuer offered to repurchase and a lesser amount of shares actually
tendered.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is hereby modified, amended and
supplemented as follows:
In connection with the Merger described in Item 1 above, 12,580,918
shares of Common Stock were issued to VBSA's wholly owned subsidiary (the
"Merger Shares"). The Merger Shares were not subject to the Stockholders'
Agreement. As a result of the issuance of the Merger Shares and the completion
of the Tender Offer described in Item 4 above, the respective percentages of the
outstanding shares of the Issuer deemed to be beneficially owned by the
Reporting Persons (excluding VBSA) that were disclosed in the Original Schedule
13D (which was filed prior to the consummation of the Merger) have been reduced
as indicated herein.
<PAGE>
CUSIP NO. 927649 10 3 13D PAGE 12 OF 16
In addition, because the Reporting Persons' obligations under the
Stockholders' Agreement were satisfied upon the completion of the Tender Offer,
they no longer have shared voting or dispositive power with respect to each of
the Reporting Persons' shares as is reflected herein.
VBSA:
In accordance with Rule 13d-5(b)(1) of the General Rules and
Regulations under the Act, VBSA may be deemed to beneficially own 12,580,918
shares of Common Stock, which constitutes approximately 60% of the outstanding
shares of Common Stock. VBSA has sole voting and dispositive power with respect
to 12,580,918 of the shares of Common Stock and may be deemed to have shared
voting power with respect to none of the shares of Common Stock.
Durvet:
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
1,094,021 shares of Common Stock, which constitutes approximately 5.22% of the
outstanding shares of Common Stock. Durvet/PMR, L.P. has sole voting and
dispositive power with respect to 1,094,021 of the shares of Common Stock and
may be deemed to have shared voting power with respect to none of the shares of
Common Stock.
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
96,968 shares of Common Stock, which constitutes approximately .46% of the
outstanding shares of Common Stock. W. M. Jones, Jr. has sole voting and
dispositive power with respect to 96,968 of the shares of Common Stock and may
be deemed to have shared voting power with respect to none of the shares of
Common Stock.
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
556,834 shares of Common Stock, which constitutes approximately 2.64% of the
outstanding shares of Common Stock. Bruce G. Baker has sole voting and
dispositive power with respect to 556,834 of the shares of Common Stock and may
be deemed to have shared voting power with respect to none of the shares of
Common Stock.
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
428,857 shares of Common Stock, which constitutes approximately 2.04% of the
outstanding shares of Common Stock. Robert W. Schlutz has sole voting and
dispositive power with respect to 428,857 of the shares of Common Stock and may
be deemed to have shared voting power with respect to none of the shares of
Common Stock.
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 367,535 shares of Common Stock, which constitutes approximately 1.75% of the
outstanding shares of Common Stock. Alec L. Poitevint, II has sole voting
<PAGE>
CUSIP NO. 927649 10 3 13D PAGE 13 OF 16
and dispositive power with respect to 367,535 of the shares of Common Stock and
may be deemed to have shared voting power with respect to none of the shares of
Common Stock.
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
202,242 shares of Common Stock, which constitutes approximately .96% of the
outstanding shares of Common Stock. Robert E. Hormann has sole voting and
dispositive power with respect to 202,242 of the shares of Common Stock and may
be deemed to have shared voting power with respect to none of the shares of
Common Stock.
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
100,918 shares of Common Stock, which constitutes approximately .48% of the
outstanding shares of Common Stock. Robert J. Elfanbaum has sole voting and
dispositive power with respect to 100,918 of the shares of Common Stock and may
be deemed to have shared voting power with respect to none of the shares of
Common Stock.
Each of the Reporting Persons disclaims beneficial ownership of all
shares of Common Stock beneficially owned by any other Reporting Person.
Each of the Reporting Persons named below tendered shares in the Tender
Offer. On April 26, 1999, the Issuer paid $3.00 for each share repurchased in
the Tender Offer.
Number of
Reporting Person Shares Tendered
Durvet/PMR, L.P. 145,979
W. M. Jones, Jr. 12,805
Bruce G. Baker 60,957
Robert W. Schlutz 56,423
Alec L. Poitevint, II 41,309
Robert E. Hormann 26,185
Robert J. Elfanbaum 1,457
There have been no other transactions by the Reporting Persons in the
shares of Common Stock during the past 60 days, other than as described above.
<PAGE>
CUSIP NO. 927649 10 3 13D PAGE 14 OF 16
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Original Schedule 13D is hereby modified, amended and
supplemented as follows:
Exhibit 99.2 - Joint Filing Agreement
<PAGE>
CUSIP NO. 927649 10 3 13D PAGE 15 OF 16
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: June 18, 1999
VIRBAC S.A.
By: /s/ PASCAL BOISSY
Name: Pascal Boissy
Title: President
DURVET/PMR, L.P.
By: DURVET, INC.,
its general partner
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>
CUSIP NO. 927649 10 3 13D PAGE 16 OF 16
SCHEDULE II
Executive Officers and Directors of
Virbac S.A.
Name Business Address
Mr. Pascal Boissy 13 eme rue, LID - BP 27
President du Directoire de Virbac S.A. 06511 Carros Cedex
France
Mr. Pierre Pages 13 eme rue, LID - BP 27
Membre du Directoire de Virbac S.A. 06511 Carros Cedex
Directeur General France
Executive Vice President
Mr. Christian Karst 13 eme rue, LID - BP 27
Membre du Directoire de Virbac S.A. 06511 Carros Cedex
Directeur du Developpement France
Vice President
Corporate Development
Mr. Jean-Pierre Dick 13 eme rue, LID - BP 27
Membre du Directoire de Virbac .S.A. 06511 Carros Cedex
Delegue a la Recherche France
Vice President
Mr. Michael Garaudet 13 eme rue, LID - BP 27
Chief Financial Officer 06511 Carros Cedex
France
Exhibit 99.2
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: June 18, 1999
VIRBAC S.A.
By: /s/ PASCAL BOISSY
Name: Pascal Boissy
Title: President
DURVET/PMR, L.P.
By: DURVET, INC.,
its general partner
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
