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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] 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
Portions of Registrant's Proxy Statement relating to its 1999 Annual Meeting
of Stockholders are incorporated by reference in Part III of this Annual
Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Exhibits:
See attached Exhibit Index.
(b) Financial Statement Schedules:
Report of Independent Public Accounts
Schedules for the years ended December 31, 1998, 1997, 1996
II - Valuation and Qualifying Accounts
Schedules other than those listed above are omitted since they are not
applicable, not required or the information required to be set forth
herein is included in the consolidated financial statements or notes
thereto.
(c) Reports on Form 8-K:
None
Page 4
EXHIBIT INDEX
ITEM NO. EXHIBIT
3.1 Certificate of Incorporation of Registrant, as amended to date (1)
3.2 Bylaws of Registrant, as currently in effect (2)
4.1 Specimen certificate evidencing Common Stock of Registrant (3)
4.2 Indenture dated as of April 17, 1996 between Veterinary Centers of
America, Inc. and the Chase Manhattan Bank, N.A. (4)
4.3 Form of Rights Agreement, dated as of December 30, 1997, between
the Corporation and Continental Stock Transfer & Trust Company as
Rights Agent (5)
4.4 Certificate of Designation of Rights, Preferences and Privileges of
Preferred Stock (5)
4.5 Form of Rights Certificate (5)
10.1 1987 Stock Option Plan of Company and form of Stock Option
Agreement used therewith, as amended (6)
10.2 Form of Indemnification Agreement between the Company and its
Directors (2)
10.3 Amended and Restated Employment Agreement made and entered into as
of February 1, 1997, by and between Robert L. Antin and the Company
10.4 Amended and Restated Employment Agreement made and entered into as
of February 1, 1997, by and between Arthur J. Antin and the Company
10.5 Amended and Restated Employment Agreement made and entered into as
of February 1, 1997, by and between Neil Tauber and the Company
10.6 Partnership Agreement, dated January 1, 1993, of Specialty Pet
Products Partners (6)
10.7 1993 Incentive Stock Plan of the Company and form of Stock Plan
Option Agreement used therewith (7)
10.8 First Amendment to Partnership Agreement, dated as of January 11,
1995 by and between HPP Specialty Pet Products Inc. and VCA
Specialty Pet Products, Inc. (8)
10.9 Letter Agreement dated September 9, 1996 between VCA Specialty Pet
Products, Inc., Veterinary Centers of America, Inc. HPP Specialty
Pet Products, Inc. and Heinz Pet Products (9)
10.10 Restructuring Agreement between HPP Specialty Products, Inc., Heinz
Pet Products, VCA Specialty Products, Inc. and Veterinary Centers
of America, Inc. (9)
10.11 VCA 1996 Stock Incentive Plan (4)
10.12 VCA 1996 Employee Stock Purchase Plan (4)
Page 5
21.1 Subsidiaries of Registrant
23.1 Consent of Arthur Andersen LLP (10)
27.1 Financial Data Schedule (10)
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(1) Incorporated by reference from Registrant's Report on Form 10-K/A,
Amendment No. 1, for the year ended December 31, 1996
(2) Incorporated by reference from Registrant's Registration Statement
on Form S-1, File No. 33-40095
(3) Incorporated by reference from Registrant's Registration Statement
on Form S-1, File No. 33-42504
(4) Incorporated by reference from Registrant's Registration Statement
on Form S-4, File No. 333-6667
(5) Incorporated by reference from Registrant's Report on Form 8-K
filed on January 5, 1998
(6) Incorporated by reference from Registrant's Report on Form 10-KSB,
for the year ended December 31, 1992
(7) Incorporated by reference from Registrant's Report on Form 10-KSB,
for the year ended December 31, 1993
(8) Incorporated by reference from Registrant's Report on Form 10-KSB,
for the year ended December 31, 1994
(9) Incorporated by reference from Registrant's Report on Form 10-K for
the year ended December 31, 1996
(10) Incorporated by reference from Registrant's Report on Form 10-K for
the year ended December 31, 1998
Page 6
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 29th
day of March, 2000.
VETERINARY CENTERS OF AMERICA, INC.
(Registrant)
By: /S/ ROBERT L. ANTIN
-----------------------------------
Robert L. Antin
Its: President
Page 7
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.
SIGNATURE TITLE DATE
President, Chief Executive Officer
and Chairman of the Board
(Principal Executive
/S/ ROBERT L. ANTIN Officer and Director) March 29, 2000
- --------------------------------
Robert L. Antin
Senior Vice President,
Chief Operating Officer,
* Secretary and Director March 29, 2000
- --------------------------------
Arthur J. Antin
Senior Vice President,
* Treasurer and Director March 29, 2000
- --------------------------------
Neil Tauber
Vice President,
Chief Financial Officer
and Assistant Secretary
* (Principal Accounting Officer) March 29, 2000
- --------------------------------
Tomas W. Fuller
Director
- --------------------------------
John Heil
* Director March 29, 2000
- --------------------------------
John Chickering
- -------------------------------- Director
Dr. Richard Gillespie
*By: /S/ ROBERT L. ANTIN
--------------------
Robert L. Antin, Attorney-In-Fact