Edgar Filing: VCA ANTECH INC

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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, 2001

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number 1-16783

VCA ANTECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 95-4097995
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)

12401 WEST OLYMPIC BOULEVARD 90064-1022
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)

(310) 571-6500
(Registrant's Telephone Number, Including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT:

None.

SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

Common Stock, $.001 par value

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 April 25, 2002, there were outstanding 36,736,081 shares of the Common Stock
of the registrant and the aggregate market value of the shares held on that date
by non-affiliates of the registrant, based on the closing price ($13.90 per
share) of the Registrant's Common Stock on the Nasdaq Stock Market's National
Market, was $248.6 million. 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 these persons that they are affiliates of registrant.

DOCUMENTS INCORPORATED BY REFERENCE
None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following persons serve as our directors:

DIRECTORS AGE PRESENT POSITION
--------- --- ----------------
Robert L. Antin............. 52 Chairman of the Board of Directors
Arthur J. Antin............. 55 Director
John M. Baumer.............. 33 Director
John G. Danhakl............. 45 Director
John Heil................... 48 Director
Melina Higgins.............. 34 Director
Peter J. Nolan.............. 43 Director
Frank Reddick............... 49 Director

The following persons serve as our executive officers and key employees:

EXECUTIVE OFFICERS AGE PRESENT POSITION
------------------ --- ----------------
Robert L. Antin 52 President and Chief Executive Officer
Arthur J. Antin 55 Chief Operating Officer, Senior Vice
President and Secretary
Neil Tauber 51 Senior Vice President of Development
Tomas W. Fuller 44 Chief Financial Officer, Vice President and
Assistant Secretary
Dawn R. Olsen 43 Vice President, Controller

Our executive officers are appointed by and serve at the discretion of our 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.

ROBERT L. ANTIN, one of our founders, has served as our Chief Executive Officer,
President and Chairman since our inception in 1986. From September 1983 until
our founding, Mr. Antin was President, Chief Executive Officer, a director and
co-founder of AlternaCare Corp., a publicly held company that owned, operated
and developed freestanding out-patient surgical centers. From July 1978 until
September 1983, Mr. Antin was employed as an officer by American Medical
International, Inc., an owner and operator of health care facilities. While at
American Medical International, Inc., 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 then as a Vice President of American Medical International, Inc. and
President of AMI Ambulatory Center, Inc., a subsidiary of American Medical
International, Inc. operating a chain of ambulatory care centers. Mr. Antin
received his MBA with a certification in hospital and health administration from
Cornell University.

ARTHUR J. ANTIN, one of our founders, has served as our Chief Operating Officer,
Senior Vice President, Secretary and director since our inception. From October
1983 to September 1986, Mr. Antin served as Director of Marketing/Investor
Relations of AlternaCare Corp. At AlternaCare Corp., Mr. Antin developed and
implemented marketing strategies for a network of outpatient surgical centers.
Mr. Antin received an MA in Community Health from New York University.

JOHN M. BAUMER has served as one of our directors since September 2000. Mr.
Baumer is a partner in Leonard Green & Partners, where he has been employed
since May 1999. Prior to joining Leonard Green & Partners, he served as a Vice
President in the Corporate Finance Division of Donaldson, Lufkin & Jenrette
Securities Corporation, or DLJ in Los Angeles. Prior to joining DLJ in 1995, Mr.
Baumer worked at Fidelity Investments and Arthur Andersen. Mr. Baumer currently
serves on the boards of directors of Intercontinental Art, Inc. and Petco Animal
Supplies, Inc. Mr. Baumer is a 1990 graduate of the University of Notre Dame. He
received his MBA from the Wharton School at the University of Pennsylvania.

Page 2

JOHN G. DANHAKL has served as one of our directors since September 2000. Mr.
Danhakl is a partner of Leonard Green & Partners. Prior to becoming a partner at
Leonard Green & Partners in 1995, Mr. Danhakl was a Managing Director at DLJ and
had been with DLJ since 1990. Prior to joining DLJ, Mr. Danhakl was a Vice
President at Drexel Burnham Lambert from 1985 to 1990. Mr. Danhakl presently
serves on the boards of directors of The Arden Group, Inc., Big 5 Holding Corp.,
Communications & Power Industries, Inc., TwinLab Corporation, Diamond Triumph
Auto Glass, Inc., Liberty Group Publishing, Inc., Leslie's Poolmart, Inc. and
Petco Animal Supplies, Inc., and on the board of managers of AsianMedia Group
LLC. Mr. Danhakl is a graduate of the University of California at Berkeley. He
received his MBA from the Harvard Business School.

JOHN HEIL has served as one of our directors since February 2002 and previously
served as a director from May 1995 to September 2000. Mr. Heil currently serves
as President and Chief Executive Officer of United Pet Group, Inc., a holding
company backed by TA Associates, a Boston-based private equity investor with
over $5.5 billion of capital under management, and Friend Skoler & Company.
Prior to joining United Pet Group, Mr. Heil spent twenty-four years with the H.
J. Heinz Company in various general management and sales/marketing positions
including President and Managing Director of Heinz Pet Products, President of
Heinz Specialty Pet Foods and Vice President Sales/Marketing of StarKist
Seafood. Mr. Heil holds a BA degree in economics from Lycoming College.

MELINA HIGGINS has served as one of our directors since September 2000. Ms.
Higgins is a managing director of Goldman, Sachs & Co. Ms. Higgins has been with
Goldman Sachs for over ten years and has been working with Goldman Sachs
mezzanine funds since their inception in 1996. Ms. Higgins presently serves as a
director on the boards of directors of Kranson Industries, Inc. and Western
Nonwovens Inc. Ms. Higgins holds an MBA from Harvard Business School and a BA
from Colgate University.

PETER J. NOLAN has served as one of our directors since September 2000. Mr.
Nolan became a partner of Leonard Green & Partners in April 1997. Mr. Nolan
previously served as Managing Director and Co-Head of DLJ's Los Angeles
Investment Banking Division since 1990. Prior to that, Mr. Nolan had been a
First Vice President in corporate finance at Drexel Burnham Lambert since 1986.
Before 1986, Mr. Nolan was a Vice President at Prudential Securities, Inc. where
he had worked from 1982 to 1986, after working as an Associate at the
Manufacturers Hanover Trust. He presently serves on the boards of directors of
Liberty Group Publishing, Inc., Contractors Source, Inc., White Cap Industries,
Inc., AsianMedia Group LLC, and M2 Automotive. Mr. Nolan is a graduate of
Cornell University with a BS in Agricultural Economics and Finance. He received
his MBA from Cornell University.

FRANK REDDICK has served as one of our directors since February 2002. Mr.
Reddick is a member of the California Bar and a partner in the Los Angeles
office of Akin, Gump, Strauss, Hauer & Feld, L.L.P., where he has served as
chair of the Los Angeles corporate practice group since January 2001. Before
joining Akin, Gump, Strauss, Hauer & Feld, L.L.P., Mr. Reddick served as chair
of the corporate practice group and managing partner of the Los Angeles-based
law firm of Troop Steuber Pasich Reddick & Tobey, L.L.P. Mr. Reddick is
principally engaged in the practice of corporate and securities law, with a
concentration on corporate finance, mergers and acquisitions, joint ventures and
other strategic alliances. Mr. Reddick holds a JD from the University of
California, Hastings College of the Law.

NEIL TAUBER, one of our founders, has served as our Senior Vice President of
Development since our inception. 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.

TOMAS W. FULLER joined us in January 1988 and served as Vice President and
Controller until November 1990 when he became Chief Financial Officer. From 1980
to 1987, Mr. Fuller worked at Arthur Andersen LLP, the last two years of which
he served as audit manager. Mr. Fuller received his BA in business/economics
from the University of California at Los Angeles.

DAWN R. OLSEN joined us in January 1997 as Vice President, Controller. From
April 1996 to December 1996, Ms. Olsen worked as an independent consultant at
the Rand Corporation. From November 1993 to March 1996, Ms. Olsen served

Page 3

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 worked at Arthur Andersen LLP, the last year of which
she served as audit manager. Ms. Olsen is a certified public accountant and
received her BS in business/accounting from California State University,
Northridge.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the our executive
officers, directors, and persons who own more than ten percent of a registered
class of our equity securities to file reports of ownership and changes in
ownership with the SEC. Executive officers, directors and greater-than-ten
percent stockholders are required by SEC regulations to furnish us with all
Section 16(a) forms they file. Based solely on our review of the copies of the
forms received by us and written representations from certain reporting persons
that they have complied with the relevant filing requirements, we believe that,
during the year ended December 31, 2001, all of our executive officers,
directors and greater-than-ten percent stockholders complied with all Section
16(a) filing requirements.

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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 us in all
capacities for each of the three years ended December 31 indicated below.

LONG TERM
COMPENSATION;
AWARDS;
ANNUAL SECURITIES
COMPENSATION OTHER ANNUAL UNDERLYING
-------------- COMPENSATION OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) (#)(2) COMPENSATION
------ ---------- -------------- ------------ ------------- ------------

Robert L. Antin (3)...................... 2001 $ 469,354 $ 425,000 $2,377 -- $ 580,000(4)
Chairman of the Board, President 2000 364,000 -- 2,377 15,000 7,014,300(5)
And Chief Executive Officer 1999 358,077 286,816(6) 1,921 -- --

Arthur J. Antin (3)...................... 2001 397,308 325,000 2,543 -- 108,000(4)
Chief Operating Officer, Senior 2000 260,000 -- 2,543 32,845 4,545,225(5)
Vice President and Secretary 1999 255,769 182,108(6) 1,954 -- --

Neil Tauber (3).......................... 2001 247,031 -- -- -- --
Senior Vice President of 2000 197,000 -- 2,163 30,000 2,863,950(5)
Development 1999 194,385 121,102(6) 1,955 -- --

Tomas W. Fuller (3)...................... 2001 234,081 225,000 1,815 -- --
Chief Financial Officer, Vice 2000 187,200 -- 1,815 20,000 2,948,750(5)
President and Assistant Secretary 1999 184,154 114,729(6) 1,921 -- --

Dawn R. Olsen............................ 2001 157,060 65,000 -- -- --
Vice President and 2000 141,000 35,000 -- 42,995 --
Controller 1999 130,808 9,773(6) -- -- --

----------
(1) Represents amounts paid as automobile allowance.

(2) All numbers reflect the number of shares of our common stock subject to
options granted during the fiscal year.

(3) For a description of the employment agreement between us and each officer,
see "Employment and Severance Agreements" below.

(4) Consists of amounts owed to us and discharged in connection with our
recapitalization in September 2000.

(5) Consists of amounts paid to these officers in connection with our
recapitalization in September 2000, which includes amounts paid under then
existing employment agreements and in consideration of executing
non-competition agreements.

(6) 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.

Page 5

OPTION GRANTS IN FISCAL 2001

We did not grant options to any Named Executive Officer in fiscal 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth, for each of the Named Executive Officers,
certain information regarding the exercise of stock options to purchase shares
of our common stock during the fiscal year ended December 31, 2001, 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 on the last reported sales
price of our common stock on the Nasdaq Stock Market's National Market on
December 31, 2001 ($12.12 per share).

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS OPTIONS/SARS AT
UPON VALUE FISCAL YEAR END (#) FISCAL YEAR END ($)
EXERCISE REALIZED -------------------------- --------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------- --------- -------- ----------- ------------- ----------- -------------

Robert L. Antin.......... -- -- 1,875 13,125 $ 20,850 $ 145,950
Arthur J. Antin.......... -- -- 4,106 28,739 45,655 319,582
Neil Tauber.............. -- -- 3,750 26,250 41,700 291,900
Tomas W. Fuller.......... -- -- 2,500 17,500 27,800 194,600
Dawn R. Olsen............ -- -- -- 23,000 -- 255,760

DIRECTORS' COMPENSATION

We pay our non-employee directors $1,000 for each board meeting or committee
meeting that is not held on the same day as a Board meeting, attended in person
or telephonically, including reimbursement for out-of-pocket expenses incurred
in attending. In addition, non-employee directors each receive an annual
automatic grant of ten-year options to purchase, at the fair market value of the
common stock on the date of grant, 5,000 shares of common stock.

EMPLOYMENT AND SEVERANCE AGREEMENTS

We have employment agreements with Robert L. Antin, Arthur J. Antin, Neil Tauber
and Tomas W. Fuller.

ROBERT L. ANTIN. Mr. Antin's employment agreement, dated as of November 27,
2001, provides for Mr. Antin to serve as our Chairman of the Board, Chief
Executive Officer and President for a term five years from any given date, such
that there shall always be a minimum of at least five years remaining under his
employment agreement. The employment agreement provides for Mr. Antin to receive
an annual base salary of $520,000, subject to annual increase based on
comparable compensation packages provided to executives in similarly situated
companies, and to participate in a bonus plan based on annual performance
standards to be established by the compensation committee. Mr. Antin also is
entitled to specified perquisites.

If Mr. Antin's employment is terminated due to his death, the employment
agreement provides that we will pay Mr. Antin's estate his remaining base salary
during the remaining scheduled term of the employment agreement, accelerate the
vesting of his options and continue to provide family medical benefits. If Mr.
Antin's employment is terminated due to his disability, the employment agreement
provides that we will pay Mr. Antin his remaining base salary during the
remaining scheduled term of the employment agreement (reduced by any amounts
paid under long-term disability insurance policy maintained by us for the
benefit of Mr. Antin), accelerate the vesting of his options and continue to
provide specified benefits and perquisites. In the case of termination due to
death or disability, any unexercised options will remain exercisable for the
full term.

Page 6

Mr. Antin his remaining base salary during the remaining scheduled term of the
employment agreement and an amount based on his past bonuses, accelerate the
vesting of his options and continue to provide specified benefits and
perquisites. In these circumstances, Mr. Antin may exercise his options
immediately upon termination and thereafter during the term of the option.

If Mr. Antin terminates the employment agreement without cause or we terminate
the employment agreement for cause, Mr. Antin is entitled to receive all accrued
and unpaid salary and other compensation and all accrued and unused vacation and
sick pay.

If any of the payments due Mr. Antin upon termination qualify as "excess
parachute payments" under the Internal Revenue Code, Mr. Antin also is entitled
to an additional payment to cover the tax consequences associated with excess
parachute payments.

ARTHUR J. ANTIN. Mr. Antin's employment agreement, dated as of November 27,
2001, provides for Mr. Antin to serve as our Chief Operating Officer, Senior
Vice President and Secretary for a term equal to three years from any given
date, such that there shall always be a minimum of at least three years
remaining under his employment agreement. The employment agreement provides for
Mr. Antin to receive an annual base salary of $416,000, subject to annual
increase based on comparable compensation packages provided to executives in
similarly situated companies, and to participate in a bonus plan based on annual
performance standards to be established by the compensation committee. Mr. Antin
also is entitled to specified perquisites.

If Mr. Antin terminates the employment agreement for cause, if we terminate the
employment agreement without cause or in the event of a change of control, in
which event the employment of Mr. Antin terminates automatically, we will pay
Mr. Antin his remaining base salary during the remaining scheduled term of the
employment agreement and an amount based on his past bonuses, accelerate the
vesting of his options and continue to provide specified benefits and
perquisites. In these circumstances, Mr. Antin may exercise his options
immediately upon termination and thereafter during the full term of the option.

NEIL TAUBER. Mr. Tauber's employment agreement, dated as of September 20, 2000,
provides for Mr. Tauber to serve as our Senior Vice President for a term of
three years. The employment agreement provides for Mr. Tauber to receive an
annual base salary and additional compensation of not less than $248,000,
subject to annual increase based on the Consumer Price Index for Los Angeles
County, and to participate in a bonus plan based on annual performance standards
to be established by the board of directors.

If Mr. Tauber's employment is terminated due to his death or disability, the
employment agreement provides that we will pay Mr. Tauber or his estate, as
applicable, the amount he would have earned as base salary during the 12 months
following the termination date (reduced by any amounts paid under any life
insurance policy or long-term disability

Page 7

insurance policy, as applicable, maintained by us for the benefit of Mr.
Tauber), accelerate the vesting of his options and continue to provide specified
benefits for the 12 months following the termination date. In these
circumstances, Mr. Tauber may exercise his options during the remainder of their
term.

If Mr. Tauber terminates the employment agreement for cause, if we terminate the
employment agreement without cause or in the event of a change of control, in
which event the employment of Mr. Tauber terminates automatically, we will pay
Mr. Tauber the amount he would have earned as base salary during the 12 months
following the termination date (or a lesser amount if Mr. Tauber is terminated
by us without cause and he had not completed 15 months of consecutive service),
an amount based on his past bonuses, accelerate the vesting of his options and
continue to provide specified benefits for the 12 months following the
termination date. In these circumstances, Mr. Tauber may exercise his options
during the full term of the option.

Mr. Tauber may terminate his employment with us at any time in which event he is
entitled to receive all accrued and unpaid salary and other compensation and all
accrued and unused vacation and sick pay.

If any of the payments due Mr. Tauber upon termination qualify as "excess
parachute payments" under the Internal Revenue Code, Mr. Tauber also is entitled
to an additional payment to cover the tax consequences associated with excess
parachute payments.

TOMAS W. FULLER. Mr. Fuller's employment agreement dated as of November 27,
2001, provides for Mr. Fuller to serve as our Chief Financial Officer, Vice
President and Assistant Secretary for a term equal to two years from any given
date, such that there shall always be a minimum of at least two years remaining
under his employment agreement. The employment agreement provides for Mr. Fuller
to receive an annual base salary of not less than $244,000, subject to annual
increase based on comparable compensation packages provided to executives in
similarly situated companies, and to participate in a bonus plan based on annual
performance standards to be established by the compensation committee.

If Mr. Fuller's employment is terminated due to his death, the employment
agreement provides that we will pay Mr. Fuller's estate his remaining base
salary during the remaining scheduled term of the employment agreement,
accelerate the vesting of his options and continue to provide family medical
benefits. If Mr. Fuller's employment is terminated due to his disability, the
employment agreement provides that we will pay Mr. Fuller his remaining base
salary during the remaining scheduled term of the employment agreement (reduced
by any amounts paid under long-term disability insurance policy maintained by us
for the benefit of Mr. Fuller), accelerate the vesting of his options and the
continuation of specified benefits and perquisites. In the case of termination
due to death or disability, any unexercised options will remain exercisable for
the full term.

If Mr. Fuller terminates the employment agreement for cause, if we terminate the
employment agreement without cause or in the event of a change of control, in
which event the employment of Mr. Fuller terminates automatically, we will pay
Mr. Fuller his remaining base salary during the remaining scheduled term of the
employment agreement and an amount based on his past bonuses, accelerate the
vesting of his options and continue to provide specified benefits and
perquisites. In these circumstances, Mr. Fuller may exercise his options
immediately upon termination and thereafter for the full term of the option.

If Mr. Fuller terminates the employment agreement without cause or we terminate
the employment agreement for cause, Mr. Fuller is entitled to receive all
accrued and unpaid salary and other compensation and all accrued and unused
vacation and sick pay.

If any of the payments due Mr. Fuller upon termination qualify as "excess
parachute payments" under the Internal Revenue Code, Mr. Fuller also is entitled
to an additional payment to cover the tax consequences associated with excess
parachute payments.

In the event of a change of control and at our request, each of Messrs. Robert
L. Antin, Arthur J. Antin, Neil Tauber and Tomas W. Fuller is obligated to
continue to serve under his employment agreement for a period of up to 180 days
following the termination date at his then-current base salary.

Page 8

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2001, no current executive officer of the Company served as a
member of the board of directors or compensation committee of any entity that
has or has had one or more executive officers serving as a member of our Board
of Directors.

Page 9

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of
VCA's common stock as of March 31, 2002, by:

o each of the directors of the company and VCA;

o each of the executive officers of the company and VCA;

o all directors and executive officers of the company and VCA as a
group; and

o all other stockholders known by us to beneficially own more than 5% of
the outstanding common stock of VCA.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of the date as of which this
information is provided, and not subject to repurchase as of that date, are
deemed outstanding. These shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of any other person.

Except as indicated in the notes to this table, and except pursuant to
applicable community property laws, each stockholder named in the table has sole
voting and investment power with respect to the shares shown as beneficially
owned by them. Percentage ownership is based on 36,736,081 shares of common
stock outstanding on March 31, 2002. Unless otherwise indicated, the address for
each of the stockholders listed below is c/o VCA Antech, Inc., 12401 West
Olympic Boulevard, Los Angeles, California 90064.

NUMBER OF SHARES OF
COMMON STOCK PERCENT OF COMMON
BENEFICIALLY OWNED STOCK OUTSTANDING
-------------------- -----------------

Green Equity Investors III, L.P. (1) (2)................. 10,508,128 28.6%
Leonard Green & Partners, L.P. entities (2) (3).......... 3,718,306 10.1
VCA Co-Investment Fund I, LLC (1) (2).................... 2,109,678 5.7
Robert L. Antin (4)...................................... 1,851,380 5.0
Arthur J. Antin (5)...................................... 410,953 1.1
Tomas W. Fuller (6)...................................... 206,677 *
Neil Tauber (7).......................................... 59,995 *
Dawn R. Olsen............................................ 19,995 *
John M. Baumer (8)....................................... 16,336,112 44.5
John G. Danhakl (8)...................................... 16,336,112 44.5
John A. Heil............................................. -- *
Melina Higgins........................................... -- *
Peter J. Nolan (8)....................................... 16,336,112 44.5
Frank Reddick............................................ -- *
All directors and executive officers as a group
(11 persons) (9)...................................... 18,885,112 51.4

* Indicates less than one percent.
-----------------------

(1) Green Equity Investors III, L.P. and VCA Co. Investment Fund I, LLC are
managed by Leonard Green & Partners, L.P.

(2) The address of Leonard Green & Partners, L.P. is 11111 Santa Monica
Boulevard, Suite 2000, Los Angeles, California 90025.

Page 10

(3) Includes: (a) 949,355 shares of common stock held by VCA Co-Investment Fund
II, LLC, (b) 949,355 shares of common stock held by VCA Co-Investment Fund
III, LLC, (c) 527,419 shares of common stock held by VCA Co-Investment Fund
IV, LLC, (d) 527,419 shares of common stock held by VCA Co-Investment Fund
V, LLC, (e) 210,968 shares of common stock held by VCA Co-Investment Fund
VI, LLC, (f) 527,419 shares of common stock held by VCA Co-Investment Fund
VII, LLC, and (g) 26,371 shares of common stock held by VCA Co-Investment
Fund VIII, LLC. Each VCA Co-Investment Fund LLC is managed by Leonard Green
& Partners, L.P.

(4) Includes: (a) 250,000 shares held by family trusts established for the
benefit of Mr. Antin's family; (b) 60,000 shares held by Mr. Robert Antin's
minor children; and (c) 5,000 shares of common stock reserved for issuance
upon exercise of stock options that are or will be exercisable on or before
May 30, 2002.

(5) Includes 10,948 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2002.

(6) Includes 6,667 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2002.

(7) Includes 10,000 shares of common stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or before May 30,
2002.

(8) Each of John M. Baumer, John G. Danhakl and Peter J. Nolan is a partner of
Leonard Green & Partners, L.P. As such, Messrs. Baumer, Danhakl and Nolan
may be deemed to have shared voting and investment power with respect to
all shares held by Leonard Green & Partners, L.P. These individuals
disclaim beneficial ownership of the securities held by Leonard Green &
Partners, L.P., except to the extent of their respective pecuniary
interests therein.

(9) Includes 32,615 shares of common stock reserved for issuance upon exercise
of options and are or will be exercisable on or before May 30, 2002.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed in this amendment to our annual report on Form 10K/A,
neither our directors or senior officers, nor any stockholder owning more than
five percent of our issued shares, nor any of their respective associates or
affiliates, had any material interest, direct or indirect, in any material
transaction to which we were a party during fiscal 2001, or which is presently
proposed.

See "Employment and Severance Agreements" for a summary of employment agreements
with certain of our executive officers.

MANAGEMENT SERVICES AGREEMENT

On September 20, 2000, we entered into a 10-year management services agreement
with Leonard Green & Partners. The agreement was terminated on November 27,
2001. The agreement provided that Leonard Green & Partners would provide general
investment-banking services, management, consulting and financial planning
services and transaction-related financial advisory and investment banking
services to us and our subsidiaries. We paid a one-time structuring fee of $7.5
million to Leonard Green & Partners in September 2000 under the agreement.
Leonard Green & Partners received an annual fee of $2.5 million as compensation
for the general services and normal and customary fees for transaction-related
services. If the group of investors led by Leonard Green & Partners had invested
any additional capital pursuant to the agreement, this annual fee would have
increased by 1.6% of the amount of the additional investment. We also agreed to
indemnify Leonard Green & Partners and the other investors for any losses and
liabilities arising out of the agreement. In 2001 and 2000, we paid management
fees in an aggregate amount of $2.3 million and $620,000. In connection with the
termination of this agreement, we paid Leonard Green & Partners $8.0 million.

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INVESTMENT IN ZOASIS.COM

During the year ended December 31, 2000, VCA made a $5.0 million investment in
Zoasis.com, an internet start-up company, majority owned by Robert Antin, our
Chief Executive Officer and Chairman of the Board. During the years ended
December 31, 2001 and 2000, we incurred $709,000 and $81,000 of marketing
expense for services provided by Zoasis, respectively. In December 2000, the
company determined that the value of this investment was impaired and, as a
result, recognized a loss of $5.0 million on the write-down of its investment in
Zoasis. The pricing of these services is comparable to what we have paid third
parties for the same services.

REDEMPTION OF PREFERRED STOCK AND REPAYMENT OF SENIOR NOTES AND SENIOR
SUBORDINATED NOTES

We used the aggregate proceeds from our initial public offering and the
concurrent issuance of senior subordinated notes by our subsidiary, together
with cash on hand, to:

o repay $100.0 million of borrowings under our senior credit facility;

o repay $59.1 million of the outstanding principal amount of our 15.5%
senior notes due 2010, at a redemption price of 110%, plus accrued and
unpaid interest;

o repay $5.0 million of outstanding principal amount of our subsidiary's
13.5% senior subordinated notes due 2010 , at a redemption price of
110%, plus accrued and unpaid interest;

o redeem all of our outstanding series A and series B redeemable
preferred stock for $173.8 million.

Affiliates of Leonard Green & Partners owned 2,826,000 shares of our 14% series
A redeemable preferred stock and 2,800,000 shares of our 12% series B redeemable
preferred stock. Each of John M. Baumer, John G. Danhakl and Peter J. Nolan is
one of our directors and a partner of Leonard Green & Partners. Affiliates of
Goldman, Sachs & Co. owned 122,123 shares of our 14% series A redeemable
preferred stock and 121,000 shares of our 12% series B redeemable preferred
stock and held approximately $82.5 million aggregate principal amount of our
senior notes and approximately $14.2 million aggregate principal amount of our
senior subordinated notes. Goldman Sachs held warrants to purchase 814,575
shares of our common stock which were exercised immediately prior to our initial
public offering at an exercise price of $0.0007 per share. An affiliate of
Goldman, Sachs & Co. was the syndication agent and a lender under our senior
credit facility. Melina Higgins is one of our directors and a managing director
of Goldman, Sachs & Co.

PURCHASE OF COMMON STOCK IN VCA'S INITIAL PUBLIC OFFERING

Affiliates of Leonard Green & Partners purchased 2,000,000 shares of common
stock in our initial public offering at the initial public offering price of
$10.00 per share. Each of John M. Baumer, John G. Danhakl and Peter J. Nolan is
one of our directors and a partner of Leonard Green & Partners. These shares are
subject to lock-up agreements under which these affiliates of Leonard Green &
Partners agree not to offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly any share of common stock or any securities
convertible into or exchangeable or exercisable for any shares of common stock
without the prior written consent of Credit Suisse First Boston until May 20,
2002.

Robert L. Antin, our Chairman, Chief Executive Officer and President, purchased
in our initial public offering 40,000 of the 725,000 shares of the common stock
reserved by the underwriters of our initial public offering for sale to
employees and other persons associated with us.

RELATED PARTY VENDORS

Patricia Antin, wife of our Chief Operating Officer Arthur Antin, is an
independent sales representative for Citi Print and Westpro Graphics, both local
printing companies. We use these companies' services to print forms and
marketing materials for our hospitals nationwide. Transactions are based on
arms-length market prices and we have no, nor have we ever had, any contractual
obligation binding us to their services. We paid Citi Print $345,000, $321,000
and $339,000 for the years ended December 31, 2001, 2000 and 1999, respectively.
We paid Westpro Graphics $7,000, $17,000 and $106,000 for the years ended
December 31, 2001, 2000 and 1999, respectively.

Page 12

RELATED PARTY DIRECTOR

The law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. currently provides,
and provided during fiscal year 2001, legal services to us. Frank Reddick, who
joined us as a director in February 2002, is a partner in the Los Angeles office
of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

We believe, based on our reasonable judgement, but without further
investigation, that the terms of each of the foregoing transactions or
arrangements between us on one hand and our affiliates, officers, directors or
stockholders which were parties to the transactions on the other hand, were, on
an overall basis, at least as favorable to us as could then have been obtained
from unrelated parties.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on today's date, April 30, 2002.

By: /S/ TOMAS W. FULLER
----------------------------------------
Tomas W. Fuller
Its: Chief Financial Officer, Principal
Accounting Officer, Vice President and
Assistant Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

* Chairman of the Board, President and Chief
---------------------------- Executive Officer April 30, 2002
Robert L. Antin

* Director, Chief Operating Officer, Senior
---------------------------- Vice President and Secretary April 30, 2002
Arthur J. Antin

/S/ TOMAS W. FULLER Chief Financial Officer, Principal
----------------------------- Accounting Officer, Vice President and
Tomas W. Fuller Assistant Secretary April 30, 2002

*
----------------------------
John. M. Baumer Director April 30, 2002

*
----------------------------
John G. Danhakl Director April 30, 2002

*
----------------------------
John Heil Director April 30, 2002

*
----------------------------
Melina Higgins Director April 30, 2002

*
----------------------------
Peter J. Nolan Director April 30, 2002

*
----------------------------
Frank Reddick Director April 30, 2002

*BY: /S/ TOMAS W. FULLER
----------------------------
Attorney-in-Fact Director April 30, 2002

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