FORM 5
[ ] Check box if no longer
subject to Section 16. Form 4
or Form 5 obligations may
continue. SEE Instruction 1(b).
[ ] Form 3 Holdings Reported
[X] Form 4 Transactions Reported
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Last: Chickering, Jr. Street: 3420 Ocean Park Boulevard, Suite 1000
First: John City: Santa Monica
Middle: B. State: California Zip: 90405
2. Issuer Name and Ticker or Trading Symbol
Veterinary Centers of America (VCAI)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
December 1997
5. If Amendment, Date of Original
(Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
[X] Director
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[ ] 10% Owner
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[ ] Officer (give title below)
---
[ ] Other (specify below)
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7. Individual or Joint/Group Filing
(Check applicable line)
Form Filed by one Reporting Person
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Form Filed by more than one Reporting Person
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<TABLE>
<CAPTION>
TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
</CAPTION>
<C> <C> <C> <C> <C> <C> <C>
1. Title of Security 2. Trans- 3. Transaction 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature of
(Instr. 3) action Code or Disposed of (D) Securities Form; Indirect
Date (Instr. 8) (Instr. 3, 4 and 5) Beneficially Direct (D) Beneficial
(Month/ <C> <C> <C> Owned at End or Indirect Ownership
Day/ Amt. (A) or Price of Issuer's (I) (Instr. 4)
Year) (D) Fiscal Year (Instr. 4)
(Instr. 3
and 4)
Common Stock 9-19-97 M 2,500 (A) $4.68 0 D
Common Stock 10-8-97 M 2,500 (A) $4.68
Common Stock 12-5-97 M 2,500 (A) $7.56
Common Stock 12-9-97 M 2,500 (A) $7.56
Common Stock 9-19-97 F 2,500 (D) $14.68
Common Stock 10-8-97 F 2,500 (D) $16.05
Common Stock 12-5-97 F 2,500 (D) $11.67
Common Stock 12-9-97 F 2,500 (D) $11.88
</TABLE>
If the form is filed by more than one Reporting Person, see Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses) (Over)
<PAGE>
FORM 5 (CONTINUED)
<TABLE>
<CAPTION>
TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
</CAPTION>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.Title 2.Conver- 3.Trans- 4.Trans- 5.No. of 6.Date Exer- 7.Title and 8.Price 9.No. of 10.Owner- 11.Nature
of sion or action action Deriv- cisable Amt. of of Deriv- ship of In-
Deri- Exercise Date Code ative and Ex- Underly- Deri- ative of Deri- direct
vative Price of (Month/ (Instr.8) Securi- piration ing Secur- vative Securi- vative Benefi-
Security Deriva- Day/ ties Ac- Date (Month/ ities Security ties Security: cial
(Instr.3) tive Year) quired Day/Year) (Instr.3 (Instr.5) Benefi- Direct(D) Owner-
Security (A) or and 4) cially or Indi- ship
Disposed Owned rect(I) (Instr.
of (D) at End (Instr.4) 4)
(Instr.3 of Year
4, and 5) (Instr.4)
<C> <C> <C> <C> <C> <C>
(A) (D) Date Expira- Title Amt or
Exer- tion No. of
cis Date Shares
able
Stock Option $12.625 11/30/97 A 5,000 (1) 11/30 Common 5,000 15,000 D
(right to buy) 07 Stock
Stock Option $4.68 9-19-97 M 2,500 11-2 10-2 Common 2,500
(right to buy) 94 03 Stock
Stock Option $4.68 10-8-97 M 2,500 11-2 10-2 Common 2,500
(right to buy) 94 03 Stock
Stock Option $7.56 12-5-97 M 2,500 12-1 11-1 Common 2,500
(right to buy) 95 04 Stock
Stock Option $7.56 12-9-97 M 2,500 12-1 11-1 Common 2,500
(right to buy) 95 04 Stock
Stock Option $12.375 2-19-97 D(2) 5,000 (3) 11-7 Common 5,000
(right to buy) 05 Stock
Stock Option $10.25 2-19-97 A 5,000 (3) 11-7 Common 5,000
(right to buy) 05 Stock
</TABLE>
Explanation of Responses:
(1) The options vest in 12 equal monthly installments beginning on
12-30-97.
(2) Cancellation of option in connection with grant of replacement option.
(3) The reported transaction involved the repricing of an existing option
which was originally granted on 11-7-95 and which
provided for vesting in 24 equal monthly installments commencing on
12-7-95. On the transaction date, the options were repriced
and the vesting terms were amended to provide for the unvested options to
vest in 22 equal monthly installments commencing on 3-7-97.
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations.
SEE 18 U.S.C. 1001 AND 15 U.S.C. 78ff(a).
/s/ John Chickering February 16, 1998
--------------------------- ---------------
**SIGNATURE OF REPORTING PERSON DATE
NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY
SIGNED.
IF SPACE PROVIDED IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE.
PAGE 2
<PAGE>
