As filed with the Securities and Exchange Commission on June 10, 1997
Registration No. 333-18261
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
VETERINARY CENTERS OF AMERICA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4097995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3420 OCEAN PARK BOULEVARD, SUITE 1000, SANTA MONICA, CALIFORNIA 90405
(310) 392-9599
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
------------------------
TOMAS FULLER
VETERINARY CENTERS OF AMERICA, INC.
3420 OCEAN PARK BOULEVARD, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(310) 392-9599
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
--------------------------
Copies to:
C.N. FRANKLIN REDDICK III, ESQ.
TROOP MEISINGER STEUBER & PASICH, LLP
10940 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
[ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement for the
same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
VETERINARY CENTERS OF AMERICA, INC.
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
FORM S-3 ITEM SECTION IN PROSPECTUS
- - -------------- ------------------------------------
<S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus . . . . . . . . . . . . Facing Page; this Cross-Reference Sheet; Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover Pages of
Prospectus; Incorporation of Certain Documents by
Reference; Available Information
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges. . . . . . . . . . . . . . . Prospectus Summary; Risk Factors; Incorporation of
Certain Documents by Reference
4. Use of Proceeds. . . . . . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price. . . . . . . . . . . . *
6. Dilution . . . . . . . . . . . . . . . . . . . . . . . *
7. Selling Security Holders . . . . . . . . . . . . . . . Selling Stockholders and Plan of Distribution
8. Plan of Distribution . . . . . . . . . . . . . . . . . Outside Front and Outside Back Cover Pages of
Prospectus; Selling Stockholders and Plan of
Distribution
9. Description of Securities to be Registered . . . . . . *
10. Interests of Named Experts and Counsel . . . . . . . . *
11. Material Changes . . . . . . . . . . . . . . . . . . . *
12. Incorporation of Certain Information by Reference. . . Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . . Undertakings
14. Other Expenses of Issuance and Distribution. . . . . . Other Expenses of Issuance and Distribution
15. Indemnification of Directors and Officers. . . . . . . Indemnification of Directors and Officers
16. Exhibits . . . . . . . . . . . . . . . . . . . . . . . Exhibits
17. Undertakings . . . . . . . . . . . . . . . . . . . . . Undertakings
(a) Rule 415 Offering . . . . . . . . . . . . . . . . Undertakings
(b) Filing Incorporating Subsequent Exchange Act
Documents by Reference. . . . . . . . . . . . . . Undertakings
(h) Request For Acceleration of Effective Date. . . . Undertakings
</TABLE>
*Omitted because the item is negative or inapplicable.
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Subject to Completion, Dated June 10, 1997
PROSPECTUS
VETERINARY CENTERS OF AMERICA, INC.
801,081 SHARES OF COMMON STOCK
(par value $0.001 per share)
-----------------------------
This Prospectus relates to the sale of an aggregate of 801,081 shares
(the "Shares") of the common stock, par value $.001 per share (the "Common
Stock") of Veterinary Centers of America, Inc. (the "Company" or "VCA")
offered for the account of certain stockholders of the Company (the
"Selling Stockholders"). The Common Stock offered by the Selling
Stockholders was acquired by the Selling Stockholders in exchange for the
capital stock of Pets' Rx, Inc. ("Pets' Rx") owned by the Selling
Stockholders and acquired by the Company in connection with the merger of a
subsidiary of the Company with Pets' Rx. See "Selling Stockholders and
Plan of Distribution." The Selling Stockholders may from time to time sell
all or a portion of the Common Stock which may be offered by them under
this Prospectus in routine brokerage transactions in the over-the-counter
market, at prices and terms prevailing at the time of sale. The Selling
Stockholders may also make private sales directly or through brokers. The
Selling Stockholders may pay customary brokerage fees, commissions and
expenses. The Company will pay all other expenses of the offering. The
Selling Stockholders and the brokers executing selling orders on behalf of
the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"),
in which event commissions received by such brokers may be deemed
underwriting commissions under the Securities Act.
The Company will not receive any proceeds from the sale of the Common
Stock offered by the Selling Stockholders hereby.
The Common Stock is quoted on the Nasdaq Stock Market's National
Market ("Nasdaq National Market") under the symbol "VCAI." On June 6,
1997, the closing price of the Common Stock on the Nasdaq National Market
was $11.875.
THESE SHARES OF COMMON STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 HEREOF FOR A DISCUSSION OF
CERTAIN INFORMATION THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SHARES.
_______________
The date of this Prospectus is ___________, 1997
<PAGE>
No dealer, salesman or any other person has been authorized to give
any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company. This
Prospectus does not relate to any securities other than those
described herein or constitute an offer to sell, or the solicitation
of an offer to buy, securities in any jurisdiction where, or to any person
to whom, it is unlawful to make such an offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that the information herein is correct
as of any time subsequent to the date hereof or that there has been no
change in the affairs of the Company since such date.
AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement) under the Securities Act with
respect to the Common Stock offered hereby. This Prospectus, which
constitutes part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
the Common Stock offered hereby, reference is hereby made to such
Registration Statement, and the exhibits and schedules thereto which may be
obtained from the Commission's principal office in Washington, D.C., upon
payment of the fees prescribed by the Commission. Statements contained in
this Prospectus as to the contents of any contract, agreement or other
document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to
the Registration Statement of which this Prospectus forms a part, each such
statement being qualified in all respects by such reference.
VCA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. These reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following regional offices of the Commission: Offices located at 7 World
Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of the material can be
obtained at prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission also maintains a Web site (http://www.sec.gov)
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission. The Common Stock is traded on the Nasdaq National Market and
the Company's reports, proxy or information statements, and other
information filed with the Nasdaq National Market may be inspected at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference into
this Prospectus:
(1) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (as amended by Form 10-K/A Amendment No. 1);
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(3) Registrant's Reports on Form 8-K, filed on July 5, 1996 (as
amended on July 17, 1996), January 22, 1997, February 18, 1997, February 27,
1997 and April 30, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering of the securities covered by this
Prospectus shall be deemed to be incorporated by reference herein and to be
part hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Prospectus to
the extent that a
PAGE 2
<PAGE>
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the oral or
written request of any such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents,
unless such exhibits are expressly incorporated by reference into such
documents). Written requests for such copies should be directed to Tomas
Fuller, Chief Financial Officer, Veterinary Centers of America, Inc. 3420
Ocean Park Boulevard, Suite 1000, Santa Monica, California 90405.
Telephone inquiries may be directed to Veterinary Centers of America, Inc.,
at (310) 392-9599.
PAGE 3
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE
READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION CONTAINED HEREIN
AND IN THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. UNLESS THE CONTEXT
OTHERWISE REQUIRES, ALL REFERENCES HEREIN TO THE "COMPANY" AND "VCA" REFER
TO VETERINARY CENTERS OF AMERICA, INC. AND ITS CONSOLIDATED SUBSIDIARIES.
THE DOCUMENTS INCORPORATED IN THIS PROSPECTUS CONTAIN FORWARD LOOKING
STATEMENTS, WHICH ARE INHERENTLY UNCERTAIN. ACTUAL RESULTS MAY DIFFER FROM
THOSE DISCUSSED IN SUCH FORWARD LOOKING STATEMENTS FOR THE REASONS, AMONG
OTHERS, DISCUSSED IN "RISK FACTORS."
THE COMPANY
Veterinary Centers of America. Inc. ("VCA" or the "Company") was
founded in 1986 and is a leading companion animal health care company. The
Company has established a premier position in the animal hospital and
veterinary diagnostic laboratory segments and has an emerging presence in
the premium pet food segment. The Company operates the largest network of
free-standing animal hospitals in the country. As a leader in the
industry, the Company employs more veterinarians than any single private-
sector employer. The Company's network includes privately owned teaching
hospitals which provide clinical training for recent veterinary school
graduates. In addition, the Company operates the largest network of
veterinary-exclusive laboratories in the nation. The Company also markets
both a life-stage and a therapeutic line of premium pet foods through Vet's
Choice, a joint venture with Heinz Pet Products, an affiliate of H.J. Heinz
Company.
The Company operates in three market segments which had total domestic
revenues in 1994 of approximately $10.0 billion, composed of approximately
$8.2 billion for veterinary care (animal hospitals and veterinary
diagnostic laboratories) and $1.8 billion for premium pet food. The animal
hospital industry is highly fragmented with approximately 115 million dogs
and cats in the United States being cared for by an estimated 55,000
veterinarians practicing at 16,000 animal hospitals. These animal
hospitals are primarily single site, sole practitioner facilities. The
Company believes that its larger size and multi-site network offer
advantages to the veterinary professional and consumer alike. The
Company's size and breadth of operations enable it to leverage corporate
overhead, centralize administrative functions, realize economies of scale
in purchasing and other administrative functions, enhance medical care
through specialists and state of the art equipment and technology and free
the veterinary professional from administrative tasks, thereby allowing the
veterinarian greater time to practice veterinary medicine.
The Company's animal hospitals offer a full range of general medical
and surgical services and also perform specialty services such as
orthopedics for small animals, including dogs, cats, birds and other
household pets. In addition to treating disease and injury, the Company's
animal hospitals emphasize pet wellness and offer programs to encourage
routine vaccinations, health examinations, spaying and neutering and dental
care. The Company's veterinary diagnostic laboratories offer a full range
of diagnostic and reference tests. Laboratory tests are used by
veterinarians to diagnose, monitor and treat diseases through the detection
of substances in blood, urine or tissue samples and other specimens. The
Company does not conduct experiments on animals and is not engaged in
animal research. Vet's Choice markets a line of life-stage and therapeutic
premium pet foods under the brand names, SELECT BALANCE and SELECT CARE,
respectively.
The Company's business strategy focuses on (i) expanding its animal
hospital and veterinary diagnostic laboratory businesses through
acquisitions and internal growth, (ii) achieving cost savings by
consolidating operations and realizing economies of scale in purchasing and
administrative support functions and the implementation of the Company's
standard management programs, (iii) taking advantage of its unique
opportunity to deliver its products and services through multiple channels
to its customers, who are primarily veterinarians and pet owners, and (iv)
capitalizing on its leadership position within the companion animal health
care industry to expand into other products and services for veterinarians
and pet owners.
PAGE 4
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RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS, THE FOLLOWING FACTORS SHOULD BE CONSIDERED
BEFORE MAKING AN INVESTMENT IN THE COMPANY.
ANTICIPATED EFFECTS OF ACQUISITIONS
VCA has acquired The Pets' Rx and Pet Practice, Inc. ("Pet Practice")
with the expectation that the transactions will result in beneficial
synergies for the combined business. These synergies include the potential
to realize improved operating margins at animal hospitals through a
strategy of centralizing various corporate and administrative functions
and leveraging fixed costs while providing customers with improved
services.
Achieving these anticipated benefits depends in part on the efficient,
effective and timely integration of the operations of Pets' Rx and Pet
Practice with those of the Company. The combination of these businesses
requires, among other things, integration of the companies' management
staffs, coordination of the companies' sales and marketing efforts,
integration and coordination of the companies' development teams and the
identification and elimination of redundant overhead and poor-performing
hospitals. These tasks are substantially complete as of the date of this
report. However, full integration will require additional efforts.
As a result of the integration process, the Company was unable to
engage in adequate marketing activities and, as a result, same-store sales
growth of the animal hospitals of the Company and those acquired through
the Pet Practice and Pets' Rx acquisitions declined. In addition, there
existed significant redundant overhead at the regional and corporate
offices of the companies which resulted in increased operational expenses
during the integration period. Also during this period, the Company
closed, combined or sold approximately 17 animal hospitals which did not
meet the Company's performance criteria. The integration process also
required significant dedication of management resources. During the
integration period, the accounting staff of the Company primarily focused
on closing the books of the Pet Practice and Pets' Rx and recording the
acquisition on the books of the Company. Operations personnel focused on
integrating the management staffs and organizational cultures of the three
geographically separated organizations. The combined staff focused on
reducing overhead, integrating personnel policies and procedures and
developing the VCA identity in marketing materials and hospital signage.
Consequently, during this period, the Company experienced operational
inefficiencies and increased expenses.
Moreover, during the integration period, the Company was in the
process of implementing new management information systems designed to
integrate the financial information of all of the animal hospitals and
veterinary laboratories of the companies in one system. See "Management
Information Systems" below.
While a significant portion of the integration of the companies is
complete, it is anticipated that the integration will continue to require
substantial dedication from management. There can be no assurance that the
problems associated with the integration identified above will not continue
or that the integration on an ongoing basis will proceed smoothly or
successfully. Furthermore, even if the operations of the three companies
are ultimately successfully integrated, it is anticipated that the
integration will continue to be accomplished over time and, in the interim,
the combination may continue to have an adverse effect on the business,
results of operations and financial condition of VCA.
RAPID EXPANSION AND MANAGEMENT OF GROWTH
Due to the number and size of acquisitions completed since January 1,
1995, the Company has experienced rapid growth. In 1995, the Company
completed 32 acquisitions (25 animal hospitals, six veterinary diagnostic
laboratories and the remaining 30 percent interest in Professional Animal
Laboratory). In 1996, the Company completed the acquisition of Pet
Practice, 22 animal hospitals and 6 veterinary diagnostic laboratories and
combined its operations with Pets' Rx in a transaction accounted for as a
pooling-of-interests. As a result of these acquisitions and the Pets' Rx
pooling-of-interests transaction, the Company's revenues have grown from
$42.2 million in 1994 to $92.1 million in 1995, to $182.2 million in 1996
and to unaudited proforma 1996 revenue of over $228 million. In addition,
during this period, the Company entered two new lines of business, veterinary
diagnostic laboratories and premium pet food.
PAGE 5
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The Company's growth and pace of acquisitions have placed, and will
continue to place, a substantial strain on its management, operational,
financial and accounting resources. The successful management of this
growth will require
the Company to continue to implement and improve its
financial and management information systems and to train, motivate and
manage its employees. There can be no assurance that the combined business
will be able to identify, consummate or integrate acquisitions without
substantial delays, costs or other problems. Once integrated, acquisitions
may not achieve sales, profitability and asset productivity commensurate
with the combined business' other operations. In addition, acquisitions
involve several other risks, including adverse short-term effects on the
combined business' reported operating results, impairments of goodwill and
other intangible assets, the diversion of management's attention, the
dependence on retention, hiring and training of key personnel, the
amortization of intangible assets and risks associated with unanticipated
problems or legal liabilities. The combined business' failure to manage
growth effectively would have a material adverse effect on the combined
business' results of operations and its ability to execute its business
strategy.
ALLEGED MISSTATEMENTS REGARDING THE COMPANY'S OPERATIONS AND PROSPECTS
The Company and certain of its current and former officers and
directors have been named as defendants in a class action lawsuit filed on
April 1, 1997, entitled Marilyn J. Thompson, et al. v. Veterinary Centers
of America, Inc., et al., Los Angeles Superior Court, Case No. BC168547.
The lawsuit has been filed on behalf of individuals claiming to have
purchased Common Stock of the Company during the time period from February
15, 1996 through November 14, 1996, and the plaintiffs seek unspecified
damages arising from alleged misstatements regarding the Company's animal
hospitals, diagnostic laboratories, pet food operations and success in
integrating certain acquisitions. While the Company has not yet filed an
answer to the complaint, the Company intends to vigorously defend itself
against the lawsuit.
MANAGEMENT INFORMATION SYSTEMS
The growth experienced by the Company, and specifically the
acquisitions of Pet Practice and Pets' Rx, and the corresponding increased
need for timely information, have placed significant demands on the
Company's existing accounting and management information systems. The
Company is in the process of implementing new management information
systems to collect and organize data from all of its operations. Once
integrated, the Company anticipates that the new systems will result in the
automation of certain time intensive manual procedures, daily access, if
desired, to information relating to sales, revenues and other financial and
operational data from each animal hospital and veterinary laboratory and
ultimately in the delivery of financial information to management and
preparation of consolidated financial reports, each on a more timely basis.
While the Company has begun the process of implementing new system, the
continued development and installation of the systems involves the risk of
unanticipated delay and expenses. There can be no assurance that the
Company will successfully or timely implement the new systems or that it
will effectively serve the Company's future information requirements.
DEPENDENCE ON ACQUISITIONS FOR FUTURE GROWTH
The Company's growth strategy is dependent principally on its ability
to acquire existing animal hospitals. Successful acquisitions involve a
number of factors which are difficult to control, including the
identification of potential acquisition candidates, the willingness of the
owners to sell on reasonable terms and the satisfactory completion of
negotiations. In addition, acquisitions may be subject to pre-merger or
post-merger review by governmental authorities for antitrust and other
legal compliance. Adverse regulatory action could negatively affect the
Company's operations through the assessment of fines or penalties against
the Company or the possible requirement of divestiture of one or more of
the Company's operations.
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There can be no assurance that the Company will be able to identify
and acquire acceptable acquisition candidates on terms favorable to the
Company in a timely manner in the future. Assuming the availability of
capital, the Company's plans include an aggressive acquisition program
involving the acquisition of at least 15 to 25 facilities per year. The
Company continues to evaluate acquisitions and negotiate with several
potential acquisition candidates. The failure to complete acquisitions and
continue expansion could have a material adverse effect on the Company's
financial performance. As the combined business proceeds with its
acquisition strategy, it will continue to encounter the risks associated
with the integration of acquisitions described above.
LEVERAGE
The Company has incurred substantial indebtedness in connection with
the acquisition of its animal hospitals and veterinary diagnostic
laboratories and through the sale of the $84,385,000 of 5.25% convertible
debentures in April 1996. The Company had at December 31, 1996,
consolidated long-term obligations (including current portion) of $148.8
million. At December 31, 1996 and 1995, the Company's ratio of long-term
debt to total stockholders' equity was 88.9% and 49.1%, respectively.
RISKS ASSOCIATED WITH INTANGIBLE ASSETS
A substantial portion of the assets of the Company consists of
intangible assets, including goodwill and covenants not to compete relating
to the acquisition of animal hospitals and veterinary diagnostic
laboratories. At December 31, 1996, the Company's balance sheet reflected
$183.7 million of intangible assets of these types, a substantial portion
of the Company's $354.0 million in total assets at such date. The Company
expects the aggregate amounts of goodwill and other intangible assets on
its balance sheet to increase in the future in connection with additional
acquisitions. This increase will have an adverse impact on earnings as
goodwill and other intangible assets will be amortized against earnings. In
the event of any sale or liquidation of the Company, there can be no
assurance that the value of these intangible assets will be realized.
In addition, the Company continually evaluates whether events and
circumstances have occurred that indicate the remaining balance of
intangible assets may not be recoverable. When factors indicate that these
intangible assets should be evaluated for possible impairment, they may be
required to reduce the carrying value of intangible assets, which could
have a material adverse effect on results of operations during the periods
in which such reduction is recognized. In accordance with this policy, the
Company recognized a writedown of goodwill and related assets in the amount
of $2.3 million in 1993 in connection with three of the Company's
facilities which were not performing. Further, the Company has recognized a
writedown of goodwill and related assets in the amount of $9.5 million as
part of its restructuring plan adopted during the third and fourth quarters
of 1996. There can be no assurance that the Company will not be required
to writedown assets further in future periods.
GUARANTEED PAYMENTS
In connection with acquisitions in which the purchase price consists,
in part, of the Company's common stock (the "Guarantee Shares"), the
Company often guarantees (the "Guarantee Right") that the value of such
stock (the "Measurement Price") two to three years following the date of
the acquisition (the "Guarantee Period") will equal or exceed the value of
the stock on the date of acquisition (the "Issue Price"). In the event the
Measurement Price does not equal or exceed the Issue Price, the Company
typically is obligated either to (i) pay to the seller in cash, notes
payable or additional shares of the Company's common stock the difference
between the Issue Price and the Measurement Price multiplied by the number
of Guarantee Shares then held by the seller, or (ii) purchase the Guarantee
Shares then held by the seller. Once the Guarantee Shares are delivered
and registered for resale under the Securities Act, which registration the
Company covenants to effect generally within nine months of issuance of the
Guarantee Shares, the seller's Guarantee Right typically terminates if the
Company's common stock trades at 110% to 120% of the Issue Price (the
"Release Price") for five to 15 consecutive days, depending on the terms of
the specific acquisition at issue. There are 256,672 Guarantee Shares
outstanding at March 26, 1997 with Issue Prices ranging from $11.62 to
$24.53, with a weighted average of $17.30, that have not met their
respective Release Prices for the specified period or have not been
delivered due to escrow arrangements. If the value of the Company's common
stock decreases and is less than an Issue Price at the end of the
respective Guarantee Period for these shares, the Company may
be obligated to compensate these sellers.
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SEASONALITY AND FLUCTUATING QUARTERLY RESULTS
A large portion of the business of the Company is seasonal, with
operating results varying substantially from quarter to quarter.
Historically, the Company's revenues have been greater in the second and
third quarters than in the first and fourth quarters. The demand for the
Company's veterinary services are significantly higher during warmer months
because pets spend a greater amount of time outdoors, where they are more
likely to be injured and are more susceptible to disease and parasites. In
addition, use of veterinary services may be affected by levels of
infestation of fleas, heartworms and ticks, and the number of daylight
hours, as well as general economic conditions. A substantial portion of
the Company's costs are fixed and do not vary with the level of demand.
Consequently, net income for the second and third quarters at individual
animal hospitals generally has been higher than that experienced in the
first and fourth quarters.
DEPENDENCE ON KEY MANAGEMENT
The Company's success will continue to depend to a significant extent
on the Company's executive officers and other key management, particularly
its Chief Executive Officer, Robert L. Antin. VCA has an employment
contract with Mr. Robert Antin, Mr. Arthur Antin, Chief Operating Officer
of VCA, and Mr. Neil Tauber, Senior Vice President of VCA, each of which
expires in December 2002. VCA has no other written employment agreements
with its executive officers. None of VCA's officers are parties to
noncompetition covenants which extend beyond the term of their employment
with VCA. VCA maintains "key man" life insurance on Mr. Robert Antin in
the amount of $3.0 million, of which VCA is the sole beneficiary. VCA does
not maintain any insurance on the lives of its other senior management.
As VCA continues to grow, it will continue to hire, appoint or otherwise
change senior managers and other key executives. There can be no assurance
that VCA will be able to retain its executive officers and key personnel or
attract additional qualified members to management in the future. In
addition, the success of certain of VCA's acquisitions may depend on VCA's
ability to retain selling veterinarians of the acquired companies. The
loss of services of any key manager or selling veterinarian could have a
material adverse effect upon VCA's business.
COMPETITION
The companion animal health care industry is highly competitive and
subject to continual change in the manner in which services are delivered
and providers are selected. The Company believes that the primary
competitive factors in connection with animal hospitals are convenient
location, recommendation of friends, reasonable fees, quality of care and
convenient hours. The Company's primary competitors for its animal
hospitals in most markets are individual practitioners or small, regional
multi-clinic practices. In addition, certain national companies in the pet
care industry, including the operators of super-stores, are developing
multi-regional networks of animal hospitals in markets which include the
Company's animal hospitals. Among veterinary diagnostic laboratories, the
Company believes that quality, price and the time required to report
results are the major competitive factors. There are many clinical
laboratory companies which provide a broad range of laboratory testing
services in the same markets serviced by the Company. In addition, several
national companies provide on-site diagnostic equipment that allows
veterinarians to perform their own laboratory tests.
GOVERNMENT REGULATION
The laws of many states prohibit veterinarians from splitting fees
with non-veterinarians and prohibit business corporations from providing,
or holding themselves out as providers of, veterinary medical care. These
laws vary from state to state and are enforced by the courts and by
regulatory authorities with broad discretion. While the Company seeks to
structure its operations to comply with the corporate practice of
veterinary medicine laws of each state in which it operates, there can be
no assurance that, given varying and uncertain interpretations of such
laws, the Company would be found to be in compliance with restrictions on
the corporate practice of veterinary medicine in all states. A
determination that the Company is in violation of applicable restrictions
on the practice of veterinary medicine in any state in which it operates
could have a material adverse effect on the Company if the Company were
unable to restructure its operations to comply with the requirements of
such states.
PAGE 8
<PAGE>
ANTI-TAKEOVER EFFECT
A number of provisions of the Company's Certificate of Incorporation
and bylaws and certain Delaware laws and regulations relating to matters of
corporate governance, certain rights of directors and the issuance of
preferred stock without stockholder approval, may be deemed to have and may
have the effect of making more difficult, and thereby discouraging, a
merger, tender offer, proxy contest or assumption of control and change of
incumbent management, even when stockholders other than the Company's
principal stockholders consider such a transaction to be in their best
interest. In addition, H.J. Heinz Company has an option to purchase the
Company's interest in the Vet's Choice joint venture upon the occurrence of
a change in control (as defined in the joint venture agreement), which may
have the same effect. Accordingly, stockholders may be deprived of an
opportunity to sell their shares at a substantial premium over the market
price of the shares.
IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE
Future sales by existing stockholders could adversely affect the
prevailing market price of the Company's common stock. As of June 6,
1997, the Company had 19,486,290 shares of common stock outstanding
(including 97,773 shares held in treasury), most of which are either freely
tradeable in the public market without restriction or tradeable in
accordance with Rule 144 under the Act. There are also 241,684 shares
which the Company is obligated to issue in connection with the Pets' Rx and
Pet Practice mergers and certain acquisitions; 583,333 shares issuable upon
conversion of outstanding preferred stock; 3,688,930 shares of the
Company's common stock issuable upon exercise of outstanding stock options;
41,608 shares issuable upon conversion of convertible notes; and 2,456,623
shares issuable upon conversion of convertible debentures. Shares may also
be issued under price guarantees delivered in connection with acquisitions.
These shares will be eligible for immediate sale upon issuance.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's common stock could be subject to
significant fluctuations caused by variations in quarterly operating
results, litigation involving the Company, announcements by the Company or
its competitors, general conditions in the companion animal health care
industry and other factors. The stock market in recent years has
experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of publicly
traded companies. The broad fluctuations may adversely affect the market
price of the Company's common stock.
Since discovery has not yet commenced, the Company is unable to assess
the likelihood of an adverse result in the class action lawsuit. There can
be no assurances as to the outcome of such lawsuit. The inability of the
Company to resolve the claims that are the basis for the lawsuit or to
prevail in any related litigation could result in the Company being
required to pay substantial monetary damages for which the Company may not
be adequately insured, which could have a material adverse effect on the
Company's business, financial condition and results of operations. In any
event, the Company's defense of such lawsuit, even if the outcome is
favorable to the Company, may result in substantial costs to the Company,
as well as significant dedication of management resources.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Securities offered by the Selling Stockholders hereunder.
PAGE 9
<PAGE>
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The Shares were issued by the Company on June 19, 1996 in a
private placement pursuant to Regulation D under the Securities Act. The
following table sets forth certain information regarding the beneficial
ownership of the Common Stock by the Selling Stockholders as of June 6,
1997, and as adjusted to reflect the sale of 285,774 shares by the
Selling Stockholders. The Selling Stockholders have the sole voting and
investment power with respect to the shares owned, subject to applicable
community property laws. Additional Selling Stockholders will be
identified and other information concerning additional Selling Stockholders
will be set forth in Prospectus Supplements from time to time. As
of June 6, 1997, the Company had outstanding 19,486,290 shares of
Common Stock, par value $0.001 per share, the only outstanding voting
security of the Company.
<TABLE>
<CAPTION>
Common Stock Owned After the
Name Common Stock Owned Prior to the Offering (1) Offering (1)
- - -------------------------------- -------------------------------------------- -----------------------------------
Number of Number of Shares
Shares Percent of Class to be Sold Number of Shares Percent of Class
<S> <C> <C> <C> <C> <C>
John W. Hunter
100 Kennedy Ave, #8
San Antonio, TX 78209 127,328 * 127,328 0 *
William D. Benjes
c/o Stratfield Management, Inc.
40 Broad Street, Suite 825
Boston, MA 02109 22,404 * 14,936 7,468 *
Robert M. Wallace &
Carol A. Wallace
15305 Top of the Hill Court
Los Gatos, CA 95030 19,388 * 12,925 6,463 *
Eyeries Associates
c/o Brian McCarthy, Administrator
20 The Fairfield
Farmham Surrey GU9 8AJ
England 17,866 * 11,911 5,955 *
Mega Life & Health Insurance Co.
c/o Pat McLaughlin
Emerald Capital
100 Chetwind Drive, Suite 202
Rosemont, PA 19010 58,415 * 38,943 19,472 *
Midwest Nat'l Life Insurance Co.
c/o Pat McLaughlin
Emerald Capital
100 Chetwind Drive, Suite 202
Rosemont, PA 19010 13,199 * 8,799 4,400 *
Everest Capital Fund LP
c/o Marko Dimitrijevic
20 Parliament St., Corner House
Box HM2458
Hamilton, Bermuda HMJX 11,150 * 7,433 3,717 *
Lowell Morse & Vera Morse
c/o Cypress Ventures, Inc.
5335 S. W. Meadows Road, #365
Lake Oswego, OR 97035 11,115 * 7,410 3,705 *
Robert B. Luthi & Carolee Luthi
7182 Brooktree Lane
San Jose, CA 95120 2,980 * 1,987 993 *
PAGE 10
<PAGE>
Rebecca N. Watson
6992 Burnside Drive
San Jose, CA 95120 7,755 * 5,170 2,585 *
Jeff Watson
6992 Burnside Drive
San Jose, CA 95120 7,755 * 5,170 2,585 *
George Couponas
35 Singletree Road
Chestnut Hill, MA 02167 875 * 583 292 *
Cameo L. Wallace
15305 Top of the Hill Court
Los Gatos, CA 95030 6,462 * 4,308 2,154 *
Carol A. Wallace\Cust. for
Charity N. Wallace
15305 Top of the Hill Court
Los Gatos, CA 95030 6,462 * 4,308 2,154 *
William T. Murphy &
Diane S. Murphy
41 Great Hill Farms Road
Bedford, NY 10506 7,329 * 4,886 2,443 *
Gateway Advisors/Cross
Capital Profit Sharing Plan
c/o Robert M. Wallace
10 N. Almaden, 9th Floor
San Jose, CA 95113 598 * 399 199 *
Marko Dimitrijevic
c/o Everest Capital Inc.
20 Parliament St., Corner House
Box HM2458
Hamilton, Bermuda HMJX 4,656 * 3,104 1,552 *
Lowell Morse
c/o Cypress Ventures, Inc.
5335 S.W. Meadows Road, #365
Lake Oswego, OR 97035 4,653 * 3,102 1,551 *
Robert M. Wallace
Gateway Advisors
10 Almaden, 9th Floor
San Jose, CA 95113 4,653 * 3,102 1,551 *
Joseph A. Pellegrini
Robertson Stephens & Co.
555 California Street
San Francisco, CA 94104 2,906 * 1,937 969 *
Carl Renda
320 Central Park West, #2A
New York, NY 10025 857 * 571 286 *
Delaware Charter\Cust. for
Mildred Hanstein IRA
1484 Dry Creek Road
San Jose, CA 95125 2,408 * 1,605 803 *
Maxine E. Wallace
3394 Beacon Lane
San Jose, CA 95118 2,256 * 1,504 752 *
PAGE 11
<PAGE>
Nor-Cal Veterinary Practices
640 4th Street
Santa Rosa, CA 95404 1,292 * 861 431 *
Exeland West, Ltd.
c/o Scott Anderson
5618 Yerba Buena Road
Santa Rosa, CA 95400 861 * 574 257 *
Laurence Berger &
Dorothea Berger
333 West End Avenue, #15B
New York, NY 10023 775 * 517 258 *
Charles B. Runnels
556 Catalonia Ave
Pacific Palisades, CA
90272-3010 2,026 * 1,351 675 *
Mary E. Benjes
Stratfield Management, Inc.
40 Broad Street, Suite 825
Boston, MA 02109 2,025 * 1,350 675 *
Ralph O'Brien
c/o Aegon Investments
4333 Edgewood Road NE
Cedar Rapids, IA 52499 1,938 * 1,292 646 *
Arthur Amon & Leta Amon
104 Dana Highlands Ct.
Danville, CA 94506 1,605 * 1,070 535 *
Kenneth Moelis & Julie Moelis
TTEE Moelis Family
624 N. Alpine Drive
Beverly Hills, CA 90210 1,605 * 1,070 535 *
Anna Ruth Frost Trust U/A
4/18/85 FBO Frost Family Trust B
2365 N. Iris Lane
Esconchida, CA 92026 1,605 * 1,070 535 *
Michael S. Morse &
Paula D. Morse
4052 Orchard Drive
Lake Oswego, OR 97035 1,464 * 976 488 *
Joseph Gali & Janice Gali
57 Alpine Avenue
Los Gatos, CA 95032 757 * 505 252 *
Valley Christian Schools
1570 Branham Lane
San Jose, CA 95118 690 * 460 230 *
William A. Stinson
915 Dry Creek Drive
Campbell, CA 95008 687 * 458 229 *
William Benak & Judith Benak
3 Biltmore Lane
Menlo Park, CA 94025-6686 626 * 417 209 *
M. Roger Leach
TTEE Roger Leach Living Trust
38254 S. Samaniego Drive
Tucson, AZ 85739-1046 413 * 275 138 *
PAGE 12
<PAGE>
Everest Capital International LTD.
c/o Marko Dimitrijevic
20 Parliament St., Corner House
Box HM2458
Hamilton, Bermuda HMJX 318 * 212 106 *
Lowell W. Morse Jr.
c/o Cypress Ventures, Inc.
5335 S. W. Meadows Road, #365
Lake Oswego, OR 97035 172 * 115 57 *
Stephen D. Morse
23755 SE Brittany Lane
Sherwood, OR 97140 172 * 115 57 *
Suzanne Whitcomb
Stratfield Investment Mgmt, Inc.
40 Broad Street, Suite 825
Boston, MA 02109 86 * 57 29 *
Mary Dunne Congdon
c/o Stratfield Investment
Mgmt., Inc.
40 Broad Street, Suite 825
Boston, MA 02109 43 * 29 14 *
William D. Benjes, Jr.
c/o Stratfield Management, Inc.
40 Broad Street, Suite 825
Boston, MA 02109 2,154 * 1,436 718 *
J. David Reed
20120 Mendelson
Saratoga, CA 95070 215 * 143 72 *
</TABLE>
_________________________
* Less than one percent.
(1) Assumes no purchase of additional shares, no exercise of outstanding
warrants or options to purchase the Company's Common Stock, and no
conversion of any notes to shares of the Company's Common Stock.
The Selling Stockholders may sell all or a portion of the shares of
Common Stock offered hereby from time to time in brokerage transactions in
the over-the-counter market at prices and terms prevailing at the times of
such sales. The Selling Stockholders may also make private sales directly
or through brokers. The Selling Stockholders may individually pay
customary brokerage commissions and expenses. In connection with any
sales, the Selling Stockholders and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the Securities Act,
in which event commissions received by such brokers may be deemed
underwriting commissions under such Act.
Under the Exchange Act and the regulations thereunder, any person
engaged in a distribution of the shares of Common Stock of the Company
offered by this Prospectus may not simultaneously engage in market making
activities with respect to the shares of Common Stock of the Company during
the applicable"cooling off" periods prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Selling
Stockholders will need to comply with applicable provisions of the Exchange
Act and the rules and regulations thereunder including, without limitation,
Regulation M, which provisions may limit the timing of purchases and sales
of shares of Common Stock by the Selling Stockholders. Regulation M
contains certain limitations and prohibitions intended to prevent issuers
and selling security holders and other participants in a distribution of
securities from conditioning the market through manipulative or deceptive
devices to facilitate the distribution.
PAGE 13
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon
for the Company by Troop Meisinger Steuber & Pasich, LLP, Los Angeles,
California.
EXPERTS
The audited consolidated financial statements of VCA, the audited
supplemental combined financial statements of VCA, the audited financial
statements of Southwest Veterinary Diagnostic, Inc. and the audited
financial statements of Pets' Rx, Inc. incorporated by reference in this
Prospectus and elsewhere in the Registration Statement, to the extent and
for the periods indicated, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
The financial statements of the Pet Practice and Professional
Veterinary Hospitals of America incorporated by reference in this
Prospectus have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
The Company has agreed to indemnify Price Waterhouse LLP for legal
costs and expenses that Price Waterhouse LLP might incur in successfully
defending itself in litigation resulting from the incorporation by
reference of its report in the registration statement of which this
prospectus forms a part. In the event Price Waterhouse LLP enters into a
settlement agreement with any such litigation, the settlement agreement
shall not constitute a "successful defense" of such litigation. Such
indemnification, however, shall be null and void should Price Waterhouse
LLP be found by a court to be liable for professional malpractice.
No dealer, salesperson or other person has been authorized to give
any information or to make any representation, other than those contained
in this Prospectus, in connection with the offer made by this Prospectus,
and if given or made, such information or representations must not be
relied upon as having been authorized by the Company. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof. This Prospectus does not
constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making
such offer is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
PAGE 14
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the offering are as
follows:
<TABLE>
<CAPTION>
Amount
--------------
<S> <C>
Registration Fee Under Securities Act of 1933 . . . . . . . . . . . . . . . . . . . . . $ 3,005
NASD Filing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
Blue Sky Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
Printing and Engraving Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,000
Accounting Fees and Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,000
Registrar and Transfer Agent Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
Miscellaneous Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,005
</TABLE>
_________________
* Not applicable or none.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that the
Company may indemnify an officer or director who is made a party to a
"proceeding" (including a law suit or derivative action) because of his
position, if he acted in good faith in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful, and may advance expenses incurred in
defending any proceeding in certain cases. If the director or officer is
successful on the merits or otherwise, he must be indemnified against all
expenses actually and reasonably incurred. If the officer or director is
adjudged liable, indemnity can be made only by court order.
The Company has also entered into an indemnity agreement (the
"Indemnity Agreement") with its directors which provides for mandatory
indemnity of an officer or director made party to a "proceeding" by reason
of the fact that he or she is or was a director of the Company, if he or
she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company. The Indemnity
Agreement also obligates the Company to advance expenses to a director
provided that he or she is not entitled to partial indemnification.
Directors are also entitled to partial indemnification, and indemnification
for expenses incurred as a result of acting at the request of the Company
as a director, officer or agent of an employee benefit plan or other
partnership, corporation, joint venture, trust or other enterprise owned or
controlled by the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to
directors, officers and controlling persons of the Company pursuant to the
above statutory provisions or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
PAGE 15
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Exhibit Index of this Registration Statement.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, accountants and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer, accountant or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer, accountant or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of the appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
PAGE 16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment No. 3 to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of Los Angeles, State of California, on June 6, 1997.
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /S/ TOMAS W. FULLER
--------------------------------
Tomas W. Fuller
Vice President,
Chief Financial Officer,
and Assistant Secretary
<PAGE>
EXHIBIT INDEX
NO. ITEM PAGE
- - --- ---- ---
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP (1)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Troop Meisinger Steuber & Pasich, LLP (1)
99.1 Letter Agreement dated April 28, 1997 between
Price Waterhouse LLP and Veterinary Centers of America, Inc. (1)
_____________________
(1) Previously filed
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated March 14, 1997 (except for the matter discussed in
Note 17, as to which the date is April 28, 1997) included in
Veterinary Centers of America, Inc.'s Form 10-K/A for the year
ended December 31, 1996 and to all references to our Firm
included in or made a part of this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
June 4, 1997
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment No. 3 to
Registration Statement on Form S-3 of our reports as of the dates and
relating to the financial statements of the companies listed
below, which appear on the following pages of the current report on Form
8-K of Veterinary Centers of America, Inc. dated July 5, 1996:
COMPANY DATE OF REPORT PAGE REFERENCE
The Pet Practice, Inc. March 22, 1996 F-21
Professional Veterinary March 29, 1995 F-36
Hospitals of America, Inc.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
June 4, 1997
<PAGE>
