<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1999
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 2
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
----------
VIRBAC CORPORATION
(Name of the Issuer)
VIRBAC CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
927649
(CUSIP Number of Class of Securities)
ROBERT J. ELFANBAUM
VIRBAC CORPORATION
Riverport Executive Center II
13801 Riverport Drive, Suite 111
Maryland Heights, Missouri 63043
(314) 298-7330
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
STEPHEN L. FLUCKIGER
JONES, DAY, REAVIS & POGUE
2300 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-3939
(Agent for Service of Process)
March 18, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
----------
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$3,000,000 $600
- --------------------------------------------------------------------------------
* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 1,000,000 shares at the maximum tender offer price of $3.00
per share.
[ ] Check box if any of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
===============================================================================
<PAGE>
This Amendment No. 2 is the final amendment to the Issuer Tender Offer
Statement on Schedule 13E-4 initially filed on March 18, 1999 (as amended,
the "Schedule 13E-4"), relating to the Company's offer to purchase up to
1,000,000 shares of its common stock, $0.01 par value per share (the
"Shares"), 21,968,197 of which Shares were outstanding as of March 17, 1999,
at a price of $3.00 per Share in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 18, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which
together constitute the "Offer"), copies of which are attached as Exhibits
(a)(1) and (a)(2), respectively, and incorporated by reference into the
Schedule 13E-4. Unless otherwise defined herein, all capitalized terms used
herein shall have the respective meanings given such terms in the Schedule
13E-4.
This Amendment No. 2 is being filed to report the results of the Offer.
The Offer expired at 5:00 pm, New York City time, on April 19, 1999.
8,494,358 Shares were tendered and not withdrawn. The Company accepted for
payment (and thereby purchased) 1,000,000 Shares and paid ChaseMellon
Shareholder Services, L.L.C. (the "Depositary") $3,000,000 in full payment
for those Shares. The Depositary has informed the Company that a proration
factor of 0.1177252 has been applied to tenders of Shares. Following the
closing of the Offer, 20,968,197 Shares are outstanding.
Only those items of the Schedule 13E-4 that are amended and supplemented
bereby are included herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(7) Press Release, dated April 23, 1999.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13E-4 is true, complete and
correct.
Date: April 27, 1999 VIRBAC CORPORATION
By: /s/ ROBERT J. ELFANBAUM
------------------------------------
Robert J. Elfanbaum
Chief Financial Officer
<PAGE>
Exhibit (a)(7)
[On Virbac Letterhead]
Contact: Robert J. Elfanbaum
Chief Financial Officer
(314) 298-7330
FOR IMMEDIATE RELEASE
---------------------
VIRBAC CORPORATION ANNOUNCES COMPLETION
OF TENDER OFFER
Fort Worth, Texas, (April 23, 1999) - Virbac Corporation (Nasdaq/NM:VBAC)
today announced that it has completed its public tender offer for one million
shares of the Company's outstanding common stock at $3.00 per share. The
tender offer, which expired on April 19, 1999, was made pursuant to the terms
of the merger agreement between Virbac, Inc., a subsidiary of Virbac, S.A.,
and Agri-Nutrition Group Limited.
Based upon a preliminary count at the time of expiration, approximately
8.5 million shares were tendered in response to the offer, which represents
approximately 38.7% of Virbac Corporation stock currently outstanding. In
accordance with the proration provisions described in the Offer to Purchase,
the Company will purchase 11.7% of the shares tendered by each individual
shareholder. Payment for shares validly tendered in the offer will be made
beginning Monday, April 26, 1999.
As also outlined in the merger agreement, if the closing price of the
common stock has not reached $3.00 for 40 consecutive trading days within two
years after the merger, the Company will conduct a second tender offer for an
additional 1.5 million shares at $3.00 per share.
Virbac Corporation, located in Fort Worth, Texas, is a companion animal
health company formed on March 5, 1999, through the merger of Virbac, Inc., a
subsidiary of the $241 million revenue French public animal health company,
Virbac, S.A. (Second Marche/SICOVAM:3157), and Agri-Nutrition Group Limited.
Virbac Corporation is a leader in dermatological and oral hygiene products
for pets and companion animals and provides a broad array of health care
products to its clients from operations in Fort Worth, Texas; St. Louis,
Missouri; Los Angeles, California; and Chicago, Illinois; as well as a sales
and distribution center in the United Kingdom.
