THIS DOCUMENT CONSISTS OF 3 PAGES.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VETERINARY CENTERS OF AMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4097995
(State of Incorporation or Organization) (IRS Employer
Identification No.)
3420 OCEAN PARK BOULEVARD, SUITE 1000, SANTA MONICA, CALIFORNIA 90405
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
5 1/4% Convertible Subordinated Debentures
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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Reference is made to the discussion set forth under the caption
"Description of the Debentures" contained in the Form S-3 Registration
Statement (File No. 333-8441) (the "Form S-3") of Veterinary Centers of
America, Inc. ("Registrant") under the Securities Act of 1933, as amended.
Such discussion is incorporated herein by reference to Registrant's Form S-3.
Item 2. EXHIBITS.
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3.1 Certificate of Incorporation of the Registrant, as amended to date.
Incorporated by reference to Exhibit 3.1 to Registrant's Report on Form
10-K, filed on March 31, 1993.
3.2 Bylaws of the Registrant, as currently in effect. Incorporated by
reference to Exhibit 3.2 to Registrant's Registration Statement on Form
S-1, File No. 33-40095.
4.3 Indenture dated as of April 17, 1996 between Veterinary Centers of
America, Inc. and the Chase Manhattan Bank, N.A. Incorporated by
reference to Exhibit 4.3 to Registrant's Registration Statement on
Form S-4, File No. 333-6667.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
VETERINARY CENTERS OF
AMERICA, INC.
Date: November 19, 1996 By:/s/ Tomas Fuller
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Tomas Fuller
Chief Financial Officer
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