UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10787
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.)
12401 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064-1022
(Address of principal executive offices and zip code)
(310) 584-6500
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common stock, $.001 par value
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any Amendment to this
Form 10-K. [ ]
At March 15, 2000, there were outstanding 21,771,726 shares of the Common Stock
of Registrant and the aggregate market value of the shares held on that date by
non-affiliates of Registrant, based on the closing price ($11.81 per share) of
the Registrant's Common Stock on the NASDAQ National Market, was $254,913,750.
For purposes of this computation, it has been assumed that the shares
beneficially held by directors and officers of Registrant were "held by
affiliates;" this assumption is not to be deemed to be an admission by such
persons that they are affiliates of Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
directors and executive officers of Veterinary Centers of America, Inc. (the
"Company" or "VCA") as of March 31, 2000:
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED OR
APPOINTED
NAME AGE DIRECTOR PRINCIPAL OCCUPATION
- ------------------------------ ------ ---------- -------------------------------------------------
<S> <C> <C> <C>
DIRECTORS
Arthur J. Antin............... 53 1986 Chief Operating Officer, Senior Vice President,
Secretary and Director
Robert L. Antin .............. 50 1986 Chairman of the Board and Chief Executive Officer
John B. Chickering, Jr........ 51 1988 Director
Richard Gillespie, M.D. ...... 66 1995 Director
John A. Heil.................. 46 1995 Director
Neil Tauber................... 49 1992 Senior Vice President of Development and Director
EXECUTIVE OFFICERS
Tomas W. Fuller............... 42 Chief Financial Officer, Vice President and
Assistant Secretary
Dawn R. Olsen................. 41 Vice President, Controller
</TABLE>
The executive officers of VCA are appointed by and serve at the discretion
of the Board of Directors. Robert L. Antin and Arthur J. Antin are brothers.
There are no other family relationships between any director and/or any
executive officer of VCA.
DIRECTORS
MR. ARTHUR J. ANTIN, a founder of VCA, has served as Chief Operating
Officer, Senior Vice President, Secretary and a Director of VCA since its
inception, and currently is responsible for managing animal hospital and
veterinary laboratory operations for VCA. From October 1983 to September 1986,
Mr. Antin served as Director of Marketing/Investor Relations of AlternaCare
Corp. ("AlternaCare"), a publicly held company which owned, operated and
developed freestanding out-patient surgical centers. AlternaCare was acquired by
Medical Care International in 1988. At AlternaCare, Mr. Antin developed and
implemented marketing strategies for a network of outpatient surgical centers.
Mr. Antin received an MA degree in Community Health from New York University and
a Post Graduate Certificate in Structured Programming and Business Application
design from Columbia University.
MR. ROBERT L. ANTIN, a founder of VCA, has served as Chief Executive
Officer, President and Chairman of the Board of VCA since its inception. Mr.
Antin is responsible for directing all aspects of VCA's business. From September
1983 until founding VCA, Mr. Antin was President, Chief Executive Officer, a
director and co-founder of AlternaCare. From July 1978 until September 1983, Mr.
Antin was employed as an officer by American Medical International, Inc.
("AMI"), an owner and operator of health care facilities. While at AMI, Mr.
Antin initially served as Director of Marketing of Professional Hospital
Services, then as Director of New Business Development responsible for
non-hospital related acquisitions and development, and most recently as a Vice
President of AMI and President of AMI Ambulatory Center, Inc., a subsidiary of
AMI operating a chain of ambulatory care centers. Mr. Antin received his MBA
degree with a certification in hospital and health administration from Cornell
University in 1975.
MR. JOHN B. CHICKERING, JR., a certified public accountant, currently is a
private investor and independent consultant. Mr. Chickering served in a variety
of executive positions within Time Warner, Inc. and Warner Bros., Inc., most
recently as the Vice President - Financial Administration for Warner Bros.
International Television Distribution until February 1996. Prior to his
employment at Warner Bros., Mr. Chickering served as a staff
Page 2
<PAGE>
accountant at KPMG Peat Marwick from August 1975 to June 1977. Mr. Chickering
holds an MBA degree with emphasis in accounting and finance from Cornell
University.
RICHARD GILLESPIE, M.D., was elected to the Board of Directors in June
1995. Dr. Gillespie is a private investor who has investments in several
companies in the United States. From 1983 to 1987, Dr. Gillespie was Vice
President, a director and co-founder of AlternaCare. Dr. Gillespie also has
served as a director for several other companies, including Lansinoh
Laboratories, Inc. and Geriatric Medical Center, and as the general partner of
Outpatient Diagnostics Center. Dr. Gillespie holds an MD degree from the
University of Tennessee College of Medicine.
MR. JOHN A. HEIL, currently serves as the President - Heinz Specialty Pet
Food. Since 1978, Mr. Heil has served in various capacities with the H.J. Heinz
Company, including Vice President-Marketing for Heinz Pet Products, General
Manager, Marketing of Ore-Ida Foods, Inc. and Vice President - Marketing and
Sales of Star-Kist Foods, Inc. Mr. Heil holds a BA degree in economics from
Lycoming College.
MR. NEIL TAUBER, a founder of VCA, has served as Senior Vice President of
Development and a Director of VCA since its inception and is currently
responsible for identifying and effecting the acquisition of independent animal
hospitals and veterinary diagnostic laboratories. From 1984 to 1986, Mr. Tauber
served as the Director of Corporate Development at AlternaCare. At AlternaCare,
Mr. Tauber was responsible for the acquisition of new businesses and syndication
to hospitals and physician groups. From 1981 to 1984, Mr. Tauber served as Chief
Operating Officer of MDM Services, a wholly owned subsidiary of Mediq, a
publicly held health care company, where he was responsible for operating and
developing a network of retail dental centers and industrial medical clinics.
Mr. Tauber holds an MBA from Wagner College.
EXECUTIVE OFFICERS
MR. TOMAS W. FULLER joined VCA in January 1988 and served as Vice President
and Controller until November 1990 when he became Chief Financial Officer. Prior
to joining VCA, from 1980 to 1987, Mr. Fuller served as an audit manager for
Arthur Andersen LLP. Mr. Fuller holds a BA degree in business/economics from the
University of California at Los Angeles.
MS. DAWN R. OLSEN joined VCA in January 1997 as Vice President, Controller.
Prior to joining VCA, from November 1993 to March 1996, Ms. Olsen served as
Senior Vice President, Controller of OpTel, Inc., a privately held
telecommunications company. From 1987 to 1993, Ms. Olsen served as Assistant
Controller and later as Vice President, Controller of Qintex Entertainment,
Inc., a publicly held television film distribution and production company. From
1981 to 1987, Ms. Olsen served as an audit manager for Arthur Andersen LLP. Ms.
Olsen is a certified public accountant and holds a BS degree from California
State University, Northridge.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"SEC"). Executive officers, directors and greater-than-ten percent stockholders
are required by SEC regulations to furnish the Company with all Section 16(a)
forms they file. Based solely on its review of the copies of the forms received
by it and written representations from certain reporting persons that they have
complied with the relevant filing requirements, the Company believes that,
during the year ended December 31, 1999, all the Company's executive officers,
directors and greater-than-ten percent stockholders complied with all Section
16(a) filing requirements, except that each of the Named Executive Officers (as
defined below in Item 11) did not timely file a Form 5 with respect to Section
16(b) exempt restricted stock bonus awards granted in February 1999.
Page 3
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, as to the Chief Executive Officer and as to
each of the other four most highly compensated officers whose compensation
exceeded $100,000 during the last fiscal year (the "Named Executive Officers"),
information concerning all compensation paid for services to the Company in all
capacities for each of the three years ended December 31 indicated below.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
NUMBER OF
FISCAL YEAR ANNUAL COMPENSATION SECURITIES
NAME AND ENDED ------------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION(1) DECEMBER 31, SALARY BONUS OPTION(2) COMPENSATION (3)
- --------------------------- ------------ ---------- ----------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Robert L. Antin 1999 $ 364,000 $327,600(4) -- $ 21,390
Chairman of the Board 1998 350,000 315,000(5) -- 16,750
and Chief Executive 1997 296,385 315,000(6) 900,000 16,500
Officer
Arthur J. Antin 1999 $ 260,000 $208,000(4) -- $ 22,885
Chief Operating Officer, 1998 250,000 200,000(5) -- 18,510
Senior Vice President 1997 211,523 190,000(6) 450,000 15,700
and Secretary
Neil Tauber 1999 $ 197,600 $138,320(4) -- $ 19,467
Senior Vice President of 1998 190,000 70,989(5) -- 14,250
Development 1997 172,338 104,738(6) 360,000 14,200
Tomas W. Fuller 1999 $ 187,200 $131,040(4) -- $ 16,330
Chief Financial Officer, 1998 180,000 121,406(5) -- 9,750
Vice President and 1997 152,246 78,625(6) 315,000 12,000
Assistant Secretary
Dawn R. Olsen 1999 $ 131,000 $ 9,770(7) -- --
Vice President and 1998 125,000 13,300(5) 15,500 --
Controller 1997 103,231 16,500(6) 15,000 --
- ---------------------
<FN>
(1) For a description of the employment contract between each officer and the
Company, see "Certain Relationships and Related Party Transactions," below.
(2) All numbers reflect the number of shares of Common Stock subject to options
granted during the fiscal year.
(3) Includes automobile expense.
(4) Reflects the fair market value on January 20, 2000 of restricted stock
bonus awards granted in January 2000 for services rendered during the
fiscal year ended December 31, 1999. These shares vest in full on the
second anniversary of the date of grant.
(5) Reflects the fair market value on February 12, 1999 of restricted stock
bonus awards granted in February 1999 for services rendered during the
fiscal year ended December 31 ,1998. These shares vest in full on the
second anniversary of the date of grant.
(6) Reflects the fair market value on January 2, 1998 of restricted stock bonus
awards granted in January 1998 for services rendered during the fiscal year
ended December 31, 1997. These shares became fully vested on the second
anniversary of the date of grant.
(7) Reflects the fair market value on January 20, 2000 of restricted stock
bonus awards granted in January 2000 for services rendered during the
fiscal year ended December 31, 1999. These shares vest in equal
installments over three years commencing on the first anniversary of the
date of grant.
</FN>
</TABLE>
Page 4
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options during the fiscal year ended
December 31, 1999 to the Named Executive Officers.
STOCK OPTIONS HELD AT FISCAL YEAR END
The following table sets forth, for each of the Name Executive Officers,
certain information regarding the exercise of stock options during the fiscal
year ended December 31, 1999, the number of shares of Common Stock underlying
stock options held at fiscal year end and the value of options held at fiscal
year end based upon the last reported sales price of the Common Stock on the
Nasdaq Stock Market's National Market on December 31, 1999 ($12.88 per share).
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999
ACQUIRED ON VALUE --------------------------------- -------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Antin -- -- 755,000 450,000 $ 2,056,275 $ 1,183,500
Arthur J. Antin -- -- 453,500 225,000 1,683,875 591,750
Neil Tauber -- -- 345,000 180,000 1,099,375 473,400
Tomas W. Fuller -- -- 303,167 157,500 973,231 414,225
Dawn R. Olsen -- -- 10,938 19,562 19,725 19,725
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth as of March 31, 2000, certain information
relating to the ownership of the Common Stock by (i) each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of the Company's Common Stock, (ii) each of the Company's directors,
(iii) each of the Named Executive Officers, and (iv) all of the Company's
executive officers and directors as a group. Except as may be indicated in the
footnotes to the table and subject to applicable community property laws, each
such person has the sole voting and investment power with respect to the shares
owned. The address of each person listed is in care of the Company, 12401 West
Olympic Boulevard, Los Angeles, California 90064, unless otherwise set forth
below such person's name.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK
NAME AND ADDRESS BENEFICIALLY OWNED(1) PERCENT(1)
---------------- --------------------- ----------
<S> <C> <C>
Robert L. Antin (2).................. 1,749,259 7.9%
Arthur J. Antin (3).................. 753,631 3.5
Neil Tauber (4)...................... 469,058 2.2
Tomas W. Fuller (5).................. 376,895 1.7
Dawn R. Olsen (6).................... 22,235 *
John B. Chickering, Jr. (7).......... 12,500 *
Richard Gillespie, M.D. (8).......... 46,825 *
John A. Heil (9)..................... 25,833 *
Directors and executive officers
as a group (8 persons) (10).......... 3,375,570 (10) 14.4%
Page 5
<PAGE>
<FN>
- --------------------
* Less than one percent.
(1) Under Rule 13d-3, certain shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to vote or
the power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of Common Stock actually outstanding at
March 31, 2000.
(2) Includes (i) 146,866 shares held by Mr. Robert Antin's minor children and
(ii) 830,000 shares of Common Stock reserved for issuance upon exercise of
stock options which are or will become exercisable on or prior to May 30,
2000.
(3) Includes (i) 80,666 shares which Mr. Arthur Antin holds as custodian for
Mr. Robert Antin's minor children under the California Uniform Gifts to
Minor's Act; (ii) 48,666 shares held by Mr. Arthur Antin's minor children;
and (iii) 491,000 shares of Common Stock reserved for issuance upon
exercise of stock options which are or will become exercisable on or prior
to Mary 30, 2000.
(4) Includes 375,000 shares of Common Stock reserved for issuance upon exercise
of stock options, which are or will become exercisable on or prior to May
30, 2000.
(5) Includes 329,417 shares of Common Stock reserved for issuance upon exercise
of stock options, which are or will become exercisable on or prior to May
30, 2000.
(6) Includes 16,694 shares of Common Stock reserved for issuance upon exercise
of stock options, which are or will become exercisable on or prior to May
30, 2000.
(7) Consists of 12,500 shares of Common Stock reserved for issuance upon
exercise of stock options, which are or will become exercisable on or prior
to May 30, 2000.
(8) Includes 32,500 shares of Common Stock reserved for issuance upon exercise
of stock options, which are or will become exercisable on or prior to May
30, 2000.
(9) Consists of 25,833 shares of Common Stock reserved for issuance upon
exercise of stock options, which are or will become exercisable on or prior
to May 30, 2000.
(10) Includes 2,112,944 shares of Common Stock reserved for issuance upon
exercise of stock options, which are or will become exercisable on or prior
to May 30, 2000.
</FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On January 1, 1994, VCA entered into employment agreements (the "Original
Agreements") with each of Robert Antin, Arthur Antin, and Neil Tauber, which
were amended on February 1, 1997 and November 22, 1999 (the "Amended
Agreements"). Upon amendment to extend the term of each Original Agreement, base
salaries were not modified. Pursuant to the terms of the Amended Agreements, the
Compensation Committee of the Board retained a compensation consulting firm to
determine comparable compensation packages provided to executives in similarly
situated companies. In accordance with the recommendations of the compensation
consulting firm, the Compensation Committee increased the base salaries of each
of Robert Antin, Arthur Antin and Neil Tauber to $350,000, $250,000, $190,000,
respectively. In 1999 the Compensation Committee increased the base salaries of
each of Robert Antin, Arthur Antin and Neil Tauber to $364,000, $260,000 and
$197,600, respectively. Pursuant to the Amended Agreements each of Robert Antin,
Arthur Antin and Neil Tauber were granted options to purchase 900,000, 450,000
and 360,000 shares of Common Stock of the Company, respectively, in 1997. These
grants of stock options are expected to serve as long-term compensation for
these officers over the next five years. In addition, the Board has determined
that executive officers of VCA may earn bonuses during each calendar year based
upon management achieving performance goals established by the Compensation
Committee of the Board of Directors on an annual basis.
If employment is terminated due to the death or disability of the employee,
the agreements provide that VCA will pay the affected employee severance pay
equal to five years' base salary. If employment is terminated by VCA without
cause or by the employee for cause, the affected employee is entitled to
severance pay in an amount equal to five years' base salary plus an amount equal
to five times (a) in the event no previous bonus has been paid or is payable to
the affected employee, 20% of the affected employee's base salary, and (b) in
the event at least one bonus has been paid or is payable to the affected
employee, the average bonus based on all bonuses paid or payable to the affected
employee. If employment is terminated due to a change in control of VCA, the
affected employee is entitled to severance pay in an amount equal to five years'
base salary plus an amount equal to five times (a) in the event no previous
bonus has been paid or is payable to the affected employee, 20% of the affected
employee's salary, and (b) in the event at least one bonus has been paid or is
payable to the affected employee, the greater of (x) the last annual bonus paid
or payable to the affected employee, or (y) the average bonus based on all
bonuses paid or
Page 6
<PAGE>
payable to the affected employee. If employment is terminated due to the
scheduled expiration of an employment agreement, the affected employee is
entitled to severance pay in an amount equal to five years' base salary. Any
shares of restricted common stock of VCA issued to the employee in lieu of cash
bonuses, for purposes of computing the amount of severance pay, shall be valued
at (x) in the case of a change of control, the per share price paid or payable
by the acquirer in the change of control transaction, or (y) in all other cases,
at the per share fair market value of the restricted common stock (taking into
account any restrictions imposed thereon) on the date such shares were granted
from VCA to the employee. In each of these employment agreements, events
constituting "termination by the employee for cause" include (i) the willful
breach of any of the material obligations of VCA to the employee under his
employment agreement; (ii) the relocation of the chief executive offices of VCA
outside of Los Angeles County, California; or (iii) in the case of employees who
also serve as members of the Board, the failure of the employee to be reelected
to, or the removal of the employee from, the Board. "Change of control" is
defined in each of these agreements to include (a) a consolidation or merger of
VCA into another entity in which VCA is not the continuing or surviving
corporation or pursuant to which shares of Common Stock of the Company would be
converted into cash, securities or other property, other than a merger of VCA in
which the stockholders of VCA immediately prior to the merger have the same
proportionate ownership of Common Stock of the surviving corporation immediately
after the merger, (b) any sale, lease or other transfer of all or a significant
portion of the assets of VCA, (c) the approval by the stockholders of VCA of any
plan or proposal for the liquidation or dissolution of VCA, (d) the ownership by
any person, who at the effective date of the employment agreement owned less
than 10% of the Common Stock of the Company, shall become the beneficial owner
of 20% or more of the Common Stock of the Company or (e) during any consecutive
two-year periods, individuals who at the beginning of such period constitute the
entire Board of Directors shall cease for any reason to constitute a majority
thereof unless the election, or the nomination for election by the stockholders
of VCA, of each new director was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of the
period.
VCA has entered into agreements with Tomas Fuller, Chief Financial Officer,
Vice President and Assistant Secretary of VCA, pursuant to which VCA will pay
Mr. Fuller a severance payment (i) equal to six months salary if Mr. Fuller's
employment is terminated without cause (as defined above) and (ii) upon the
occurrence of a change of control of VCA with the same terms and conditions as
the Amended Agreements described above.
Pursuant to the Amended Agreements between the Company and each of Messrs.
Robert Antin and Arthur Antin on January 22, 1997, both of these officers
executed a promissory note in favor of the Company in the amounts of $459,399
and $86,000, respectively, as payment for the exercise price of certain stock
options. Each note bears interest at the midterm applicable federal rate and all
outstanding principal and interest is due and payable on January 22, 2001. These
officers executed a Security Agreement in favor of the Company providing that
the shares of Common Stock purchased upon exercise of the options serve as
collateral to secure each officer's obligations under his respective note.
Mr. John A. Heil is a director of VCA and since 1978 has served in various
capacities with affiliates of the H.J. Heinz Company ("Heinz"). In January 1993,
VCA Specialty Pet Products, Inc., a wholly owned subsidiary of VCA ("VCA Pet
Products"), and HPP Specialty Pet Products, Inc., an affiliate of Heinz ("HPP"),
entered into a Partnership Agreement (the "Partnership Agreement") to develop,
manufacture and market a full-line of premium pet food. Through 1996, VCA Pet
Products, as majority owner and managing general partner, exercised day-to-day
operating control for all aspects of the partnership. In 1997, the parties
executed an amendment (the "Amendment") to the Partnership Agreement pursuant to
which HPP was made managing partner and assumed the day-to-day control of the
partnership. In connection with the Amendment, VCA Pet Products, VCA and HPP
entered into certain consulting and management services agreements whereby VCA
Pet Products and VCA will provide certain consulting and marketing services and
continue to support the SELECT BALANCE and SELECT CARE products in the
veterinary marketplace. Mr. Heil did not participate in the VCA Board of
Directors' discussions regarding the Partnership Agreement, the Amendment or the
related documents and did not vote on any of these matters. The disinterested
members of the VCA Board of Directors unanimously adopted the Partnership
Agreement, the Amendment and the related documents.
Page 7
<PAGE>
On March 30, 2000, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Vicar Recap, Inc. ("Recap"), a Delaware
corporation and wholly owned by Green Equity Investors III, L.P. ("GEIII"), and
Vicar Operating Company, Inc., a Delaware corporation and wholly owned
subsidiary of the Company. According to the terms of the Merger Agreement, the
Company will be merged with and into Recap, with the Company as the surviving
corporation (the "Merger"). In the Merger, each outstanding share of the
Company's stock, par value $.001 per share, (other then shares held by
dissenting stockholders, Recap, GEIII and in the Company's treasury) will be
converted into the right to receive a cash payment of $15.00, without interest.
Prior to the consummation of the Merger, certain directors and officers of the
Company will exchange a certain number of their shares of Company stock in
exchange for shares of Recap stock. The Board of Directors, relying on the
recommendation of a special committee of the Board of Directors, comprised of
directors who have no financial interest in the Merger, unanimously approved the
Merger Agreement. The Merger is subject to shareholder approval and other
customary closing conditions.
Page 8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, this 28th
day of April, 2000.
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /S/ ROBERT L. ANTIN
--------------------------------
Robert L. Antin
Its: Chief Executive Officer
Page 9
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
President, Chief Executive Officer
and Chairman of the Board
(Principal Executive
/S/ ROBERT L. ANTIN Officer and Director) April 28, 2000
- --------------------------
Robert L. Antin
Senior Vice President,
Chief Operating Officer,
* Secretary and Director April 28, 2000
- --------------------------
Arthur J. Antin
Senior Vice President,
* Treasurer and Director April 28, 2000
- --------------------------
Neil Tauber
Vice President,
Chief Financial Officer
and Assistant Secretary
* (Principal Accounting Officer) April 28, 2000
- --------------------------
Tomas W. Fuller
- --------------------------- Director April 28, 2000
John Heil
* Director April 28, 2000
- --------------------------
John Chickering
Director April 28, 2000
- --------------------------
Dr. Richard Gillespie
</TABLE>
*By: /S/ ROBERT L. ANTIN
---------------------------------
Robert L. Antin, Attorney-In-Fact
