UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

December 13, 2011

Date of report (Date of earliest event reported)

Professional Veterinary Products, Ltd.

(Exact Name of Registrant as Specified in Its Charter)


Nebraska	000-26326	37-1119387
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10077 South 134^th Street Omaha, NE		68138
(Address of Principal Executive Offices)		(Zip Code)

(402) 331-4440

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03.

Bankruptcy or Receivership.

Bankruptcy Case

As previously reported in the Company’s Current Reports on Form 8-K filed on August 20, 2010 and August 25, 2010, Professional Veterinary Products, Ltd., a Nebraska corporation (the “Company”), and its subsidiaries, ProConn, LLC, a Nebraska limited liability company (“ProConn”), and Exact Logistics, LLC, a Nebraska limited liability company (“Exact”, and together with the Company and ProConn, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nebraska (the “Bankruptcy Court”) (Case Nos. 10-82436, 10-82437 and 10-82438) (collectively, the “Bankruptcy Case”) on August 20, 2010.

Order Confirming Plan of Liquidation

On December 13, 2011, the Bankruptcy Court entered the Order Confirming (the “Confirmation Order”) the First Amended Joint Plan of Liquidation Proposed by the Debtors and the Official Committee of Unsecured Creditors Under Chapter 11 of the Bankruptcy Code (as supplemented and amended, the “Plan”). The Plan provides, among other things, that on its effective date: (a) all equity interests of the Debtors will be deemed cancelled and will be of no further force and effect; (b) title to all property of the Debtors’ estates will pass to and vest in a liquidating trust, from which general unsecured creditors will receive a pro rata distribution from remaining available cash after payment of all post-confirmation expenses and allowed administrative, priority and secured claims; (c) the directors and officers of the Debtors will be deemed to have resigned or been terminated; and (d) the Debtors will be deemed liquidated and dissolved as legal entities. The effective date of the Plan is January 26, 2012.

Following the effective date of the Plan, the Company will file a Form 15 with the Securities and Exchange Commission to provide notice of the suspension of its reporting obligations under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon filing a Form 15, the Company will immediately cease filing any further periodic or current reports under the Exchange Act.

The foregoing description of the terms of the Plan and Confirmation Order are qualified in their entirety by reference to the Plan and Confirmation Order, copies of which are filed herewith as Exhibits 2.1 and 99.1, respectively, and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

2.1		First Amended Joint Plan of Liquidation Proposed by the Debtors and the Official Committee of Unsecured Creditors, as supplemented, amended and confirmed.

99.1		Order Confirming the First Amended Joint Plan of Liquidation Proposed by the Debtors and the Official Committee of Unsecured Creditors Under Chapter 11 of the Bankruptcy Code.

This Current Report on Form 8-K and the exhibits filed herewith contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s beliefs concerning future business conditions, outlook based on currently available information and statements regarding the Company’s expectations concerning the bankruptcy process. The Company’s actual results could differ materially from those anticipated in the forward-looking statements as a result of these risks and uncertainties. These risks and uncertainties, include, without limitation, (1) the ability of the Company to develop, pursue, confirm and consummate one or more plans of reorganization or liquidation with respect to the Bankruptcy Case; (2) the ability of the Company to obtain court approval of its motions in the Bankruptcy Case pursued by it from time to time; (3) risks associated with third parties seeking and obtaining Bankruptcy Court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans, or the appointment of a trustee or to convert the cases to Chapter 7 cases; (4) potential adverse developments with respect to the Company’s liquidity or results of operations; (5) the ability of the Company to fund and execute its business plan; (6) the ability of the Company to retain and compensate key executives and other key employees; and (7) any further deterioration in the macroeconomic environment or consumer confidence. Discussion of additional factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is set forth under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended July 31, 2009, and in more recent filings made by the Company with the Securities and Exchange Commission. Each forward-looking statement, including, without limitation, financial guidance, speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

2.1		First Amended Joint Plan of Liquidation Proposed by the Debtors and the Official Committee of Unsecured Creditors, as supplemented, amended and confirmed.

99.1		Order Confirming the First Amended Joint Plan of Liquidation Proposed by the Debtors and the Official Committee of Unsecured Creditors Under Chapter 11 of the Bankruptcy Code.

Professional Veterinary Products, Ltd.

Date: December 15, 2011

/s/ Vicky Winkler

Name: Vicky Winkler

Title: President and CEO

PROFESSIONAL VETERINARY PRODUCTS LTD /NE/ 8-K