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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. __)*
VETERINARY CENTERS OF AMERICA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
925514 10
(CUSIP Number)
Edmund Kaufman, Esq.
Irell & Manella LLP
333 South Hope Street, Suite 3300
Los Angeles, CA 90071
(213) 620-1555
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 30, 2000
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 925514 10 13D Page 2 of 10
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Green Equity Investors III, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF, WC, BK, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
919,259 SHARES
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8. SHARED VOTING POWER
919,259 SHARES
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9. SOLE DISPOSITIVE POWER
-0- SHARES
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10. SHARED DISPOSITIVE POWER
-0- SHARES
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,259 SHARES
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.19% beneficial ownership of the voting stock based on 21,918,269 shares
of Common Stock, outstanding on May 8, 2000 as reported by the Issuer on
Form 10-Q for the quarter ended March 31, 2000.
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14. TYPE OF REPORTING PERSON*
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 925514 10 13D Page 3 of 10
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vicar Recap, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF, WC, BK, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
919,259 SHARES
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8. SHARED VOTING POWER
919,259 SHARES
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9. SOLE DISPOSITIVE POWER
-0- SHARES
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10. SHARED DISPOSITIVE POWER
-0- SHARES
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,259 SHARES
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.19% beneficial ownership of the voting stock based on 21,918,269 shares
of Common Stock, outstanding on May 8, 2000 as reported by the Issuer on
Form 10-Q for the quarter ended March 31, 2000.
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14. TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
This Schedule 13D is being filed by Green Equity Investors III, L.P. ("GEI
III") and Vicar Recap, Inc. ("Vicar Recap" and together with GEI III, the
"Reporting Persons"), with respect to the shares of Common Stock, par value
$.001 per share (the "Common Stock") of Veterinary Centers of America, Inc., a
Delaware corporation (the "Issuer"), beneficially owned by Robert L. Antin
("Robert Antin").
The Reporting Persons have a right to acquire up to 919,259 shares of
Common Stock pursuant to the stock purchase agreement and the exchange and
subscription agreement described in Item 4. In addition, the Reporting Persons
have shared voting power of up to 919,259 shares of Common Stock pursuant to the
voting agreement described in Item 4. As a result of these agreements described
in Item 4, the Reporting Persons and Robert Antin may be deemed to constitute a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended. Neither the present filing nor anything contained herein
shall be construed as an admission that the Reporting Persons together with
Robert Antin constitute a "person" or "group" for any purpose.
The Reporting Persons as of the date of this statement, do not directly own
any shares of Common Stock.
The Reporting persons do not directly or indirectly beneficially own more
than five percent of the Common Stock of the Issuer that would require the
filing of this Schedule 13D, however, the Reporting Persons, subject to certain
terms and conditions, intend to acquire all of the outstanding Common Stock of
the Issuer pursuant to the Agreement and Plan of Merger described in Item 4.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.001 par value per share of
Veterinary Centers of America, Inc., a Delaware corporation (the "Issuer").
The Issuer's principal executive offices are located at 12401 West Olympic
Boulevard, Los Angeles, California 90064. The Issuer's telephone number is (310)
584-6500.
ITEM 2(a), (b), (c) and (f). IDENTITY AND BACKGROUND.
This statement is being filed jointly by Vicar Recap, Inc., a Delaware
corporation ("Vicar Recap"), Vicar Operating, Inc., a Delaware corporation
("Vicar Operating") and Green Equity Investors III, L.P., a Delaware limited
partnership ("GEI III"), pursuant to their agreement to the joint filing of this
statement. The principal place of business of the Reporting Persons is located
at 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.
Vicar Recap is wholly owned by GEI III. The general partner of GEI III is
GEI Capital III, L.L.C., a Delaware limited liability company ("GEI"). LGP
Management, Inc., a Delaware corporation ("LGPM"), is the general partner of
Leonard Green & Partners, L.P., a
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Delaware limited partnership ("LGP"), which is an affiliate of GEI and the
management company of GEI III. The principal place of business of each of GEI,
LGPM and LGP is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles,
California 90025.
As a result of their relationship with the Reporting Persons, each of GEI,
LGPM and LGP may be deemed to have indirect beneficial ownership of the Common
Stock with respect to which the Reporting Persons have beneficial ownership;
however, each of GEI, LGPM and LGP disclaims beneficial ownership of the Common
Stock.
Leonard I. Green, Jonathan D. Sokoloff, John G. Danhakl, Gregory J. Annick,
Peter J. Nolan and Jonathan A. Seiffer, each an individual United states citizen
having a principal business address at 11111 Santa Monica Boulevard, Suite 2000,
Los Angeles, California 90025, either directly (whether through ownership
interest or position) or through one or more intermediaries, may be deemed to
control GEI, LGPM and LGP. As stated above, GEI, LGPM and LGP may be deemed to
share beneficial ownership with respect to the Common Stock of which the
Reporting Persons have beneficial ownership. As such, Messrs. Green, Sokoloff,
Danhakl, Annick, Nolan and Seiffer may be deemed to have shared beneficial
ownership with respect to the Common Stock. However, such individuals disclaim
beneficial ownership of the Common Stock.
ITEM 2(d) CRIMINAL CONVICTIONS IN LAST FIVE YEARS:
None of the Reporting Persons or any person disclosed in response to Item 2
has been convicted in a criminal proceeding during the last five years.
ITEM 2(e) CERTAIN CIVIL PROCEEDINGS IN LAST FIVE YEARS:
None of the Reporting Persons or any person disclosed in response to Item 2
has been party to any civil proceeding of a judicial or administrative body and
as a result of which it was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws, or finding any violation with respect to
such laws.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds that will be used in connection with the Merger
Transaction described in Item 4 is expected to be issuance of debt or equity
securities or bank or other commercial borrowings or some combination of
securities issuances and borrowings. As set forth in a Letter dated March 30,
2000, from Goldman Sachs Credit Partners L.P. (together with its affiliates,
"GSCP") to LGP (attached hereto as Exhibit 7.2), the total cash proceeds
required to consummate the Merger Transaction is approximately $531 million,
which is expected to be financed with $70.0 million of senior discount notes,
$50.0 million of senior subordinated notes, $156 million in capital stock
contributed by Robert Antin and GEI III and a credit facility of up to $325
million. Financing is contingent upon the Issuer's satisfaction of the terms
and conditions set forth in the Agreement described in Item 4, and the terms and
conditions set forth in the Letter of GSCP attached hereto as Exhibit 7.2.
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ITEM 4: PURPOSE OF TRANSACTION.
On March 30, 2000, the Issuer, Vicar Operating, Inc., a Delaware
corporation wholly owned by Issuer, and Vicar Recap, Inc., a Delaware
corporation wholly owned by GEI III, entered into an Agreement and Plan of
Merger (the "Agreement," attached hereto as Exhibit 7.1), pursuant to which the
Issuer agreed to be acquired in a cash merger at a price of $15.00 per share of
Common Stock. The Agreement provides for the transfer of all assets,
properties, business operations and liabilities of Issuer to Vicar Operating
prior to the Merger (the "Asset Drop Down"), to be followed by a merger of Vicar
Recap with and into the Issuer, with the Issuer as the surviving corporation
(the "Merger"). Subject to shareholder approval, in the Merger all shares of
the Issuer's Common Stock outstanding (except for (a) approximately 266,666
shares of Common Stock held by certain members of management to remain
outstanding and (b) shares of Common Stock held in the Issuer's treasury or
owned by Vicar Recap to be cancelled without payment or conversion thereof)
would be canceled and converted automatically into the right to receive an
amount equal to $15.00 in cash, without interest.
In connection with the Agreement, on March 30, 2000, Robert L. Antin and
Vicar Recap entered into a voting agreement (attached hereto as Exhibit 7.3),
which provides, among other things, that such stockholder agrees to vote his
919,259 shares of Common Stock of the Issuer in favor of the Merger and the
Agreement. As a result of such voting agreement, the Reporting Persons have a
beneficial ownership interest in up to 919,259 shares of Common Stock of the
Issuer through this shared voting control.
In connection with the Agreement, on March 30, 2000, Robert L. Antin and
Vicar Recap entered into an exchange and subscription agreement (attached hereto
as Exhibit 7.4), which provides, among other things, that such stockholder
agrees to exchange 133,333 shares of Common Stock of the Issuer for shares of
capital stock of Vicar Recap. As a result of this exchange and subscription
agreement, the Reporting Persons have a right to acquire up to 133,333 shares of
Common Stock of the Issuer. As a result of the Merger, the shares of Common
Stock of the Issuer acquired by Vicar Recap pursuant to the foregoing exchange
and subscription agreement will be canceled without consideration pursuant to
the Agreement. The outstanding capital stock of Vicar Recap, including the
shares of common stock of Vicar Recap issued pursuant to the exchange and
subscription agreements will be converted into shares of capital stock of the
surviving corporation.
In connection with the Agreement, on March 30, 2000, Robert Antin and GEI
III entered into a stock purchase agreement (attached hereto as Exhibit 7.5),
which provides, among other things, that Robert Antin agrees to sell and GEI III
agrees to buy up to 919,259 shares of Common Stock of the Issuer held by Robert
Antin.
As a result of the Merger Transaction, certain members of management of the
Issuer, certain stockholders of the Issuer and GEI III will then hold the
capital stock of the Issuer in equivalent proportion to the shares of common
stock of Vicar Recap acquired by them pursuant to the exchange and subscription
agreement. The transactions contemplated by the Agreement are herein
collectively referred to as the "Merger Transaction."
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Completion of the Merger Transaction is subject to a number of conditions,
including (i) approval of the Agreement by the holders of the Issuer's Common
Stock, (ii) obtaining sufficient financing to complete the Merger Transaction
and (iii) compliance with all applicable regulatory requirements.
It is anticipated that the Common Stock of the Issuer will be delisted from
the NASD National Market System as a result of the Merger Transaction.
The description of the Merger Transaction disclosed in this Item 4 is
qualified in its entirety by reference to the Exhibits attached hereto.
Except as disclosed in this Item 4, no Reporting Persons or any other
person disclosed in response to Item 2 has any current plans or proposals which
relate to or would result in any of the events described in clauses (a) through
(j) of the instructions to Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Although the Reporting Persons do not directly own any shares of Common
Stock of the Issuer as of the date hereof, pursuant to the voting agreement
described in Item 4, the Reporting Persons beneficially own up to 919,259 shares
of Common Stock representing approximately 4.19% of the Issuer's voting stock.
The percentage of voting stock indicated is based on 21,918,269 shares of Common
Stock outstanding as of May 8, 2000, as disclosed on the Issuer's Form 10-Q for
the quarter ended March 31, 2000 filed with the Securities and Exchange
Commission. Green Equity Investors III, L.P. has the right to acquire up to
919,259 shares of Common Stock pursuant to the stock purchase agreement. In
addition, Vicar Recap has the right to acquire up to 133,333 shares of Common
Stock pursuant to the exchange and subscription agreement.
(b) The Reporting Persons have shared voting power with respect to the
919,259 shares of Common Stock.
(c) Except as set forth in this statement, none of the Reporting Persons or
any other person disclosed in response to Item 2 has effected any transactions
in the Common Stock in the last 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the matters disclosed in response to Items 4 and 5, none of the
Reporting Persons or any other person disclosed in response to Item 2 is party
to any contracts, arrangements, understandings or relationships with respect to
any securities of the Issuer, including but not limited to the transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 7.1 Agreement and Plan of Merger, dated as of March 30, 2000, by
and among Veterinary Centers of America, Inc., Vicar Recap,
Inc. and Vicar Operating, Inc.
Exhibit 7.2 Letter dated March 30, 2000, from Goldman Sachs Credit
Partners L.P. to Green Equity Investors III, L.P.
Exhibit 7.3 Voting Agreement, dated as of March 30, 2000, between Robert
L. Antin and Vicar Recap, Inc.
Exhibit 7.4 Exchange and Subscription Agreement, dated as of March 30,
2000, between Robert L. Antin and Vicar Recap, Inc.
Exhibit 7.5 Stock Purchase Agreement, dated as of March 30, 2000, between
Robert L. Antin and Green Equity Investors III, L.P.
Exhibit 7.6 Joint Filing Agreement dated as of May 26, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 26, 2000 Vicar Recap, Inc.
By: /s/ John Danhakl
__________________________________
Name: John Danhakl
Title: President
Green Equity Investors III, L.P.
By: GEI Capital III, L.L.C.
its general partner
By: /s/ John Danhakl
______________________________
Name: John Danhakl
Title: Member
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 7.1 Agreement and Plan of Merger, dated as of March 30, 2000, by
and among Veterinary Centers of America, Inc., Vicar Recap,
Inc. and Vicar Operating, Inc.
Exhibit 7.2 Letter dated March 30, 2000, from Goldman Sachs Credit
Partners L.P. to Green Equity Investors III, L.P..
Exhibit 7.3 Voting Agreement, dated as of March 30, 2000, between Robert
L. Antin and Vicar Recap, Inc.
Exhibit 7.4 Exchange and Subscription Agreement, dated as of March 30,
2000, between Robert L. Antin and Vicar Recap, Inc.
Exhibit 7.5 Stock Purchase Agreement, dated as of March 30, 2000, between
Robert L. Antin and Green Equity Investors III, L.P.
Exhibit 7.6 Joint Filing Agreement dated as of May 26, 2000.
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