VETERINARY CENTERS OF AMERICA INC
8-K, 1999-03-24
AGRICULTURAL SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                -----------------

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): March 23, 1999


                       VETERINARY CENTERS OF AMERICA, INC.
               (Exact Name of Registrant as Specified in Charter)


          Delaware                     1-10787                   95-4097995
(State or Other Jurisdiction         (Commission                (IRS Employer
      of Incorporation)             File Number)             Identification No.)


                        3420 Ocean Park Blvd., Suite 1000
                             Santa Monica, CA 90405
                    (Address of Principal Executive Offices)

                                 (310) 392-9599
                         (Registrant's Telephone Number)



<PAGE>


ITEM 5.  OTHER EVENTS

        Reference is made to Registrant's press release issued on March 23, 1999
which contains information meeting the requirements of this Item 5, and which is
incorporated herein by this reference. A copy of the press release is attached
to this Form 8-K as Exhibit 99.1.


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<PAGE>


                                    SIGNATURE


        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.


March 23, 1999                            VETERINARY CENTERS OF AMERICA, INC.



                                          By: /S/ TOMAS W. FULLER
                                              --------------------------------
                                              Tomas W. Fuller
                                              Chief Financial Officer


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<PAGE>


                                  EXHIBIT INDEX

EXHIBITS                                                          PAGE NUMBER
- --------                                                          -----------

99.1         Press Release dated March 23, 1999.





                                  EXHIBIT 99.1

COMPANY PRESS RELEASE

VETERINARY CENTERS OF AMERICA INC. ANNOUNCES STOCK REPURCHASE PROGRAM 

SANTA MONICA, Calif.--(BUSINESS WIRE)--March 23, 1999--Veterinary Centers of
America Inc. ("VCA") (Nasdaq NMS:VCAI) Tuesday announced that its board of
directors had approved a program to buy back up to $15 million of the company's
common stock.

Bob Antin, chief executive officer of VCA, said: "The board made this decision
based on the price at which the company's common stock has recently traded. The
stock repurchase program will also provide shares for use in future acquisitions
and for issuance on exercise of options outstanding under the company's employee
stock plans (thereby reducing dilution from these plans)."

The company said the buyback program will end on March 22, 2000, unless
extended.

Veterinary Centers of America owns, operates and manages the largest
network of freestanding veterinary hospitals and the largest network of
veterinary-exclusive clinical laboratories in the country.

In addition, VCA owns a partnership interest in Vet's Choice, a joint venture
with Heinz Pet Products, an affiliate of H.J. Heinz Co. (NYSE:HNZ - NEWS), which
markets and distributes a complete line of specialty pet foods, as well as an
interest in Veterinary Pet Insurance Inc., the nation's largest pet health
insurance company.

CONTACT:
     Veterinary Centers of America
     310/392-9599
     Bob Antin/Tom Fuller


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