-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NZddP82uukazyW8slkXyju8U1hHaUdWA/N+mU8L5FQdm6WVcUAIbRjmTJrYbDc+K 9FdyJjsZR5EHs0aFex89ag== 0001011438-00-000314.txt : 20000417 0001011438-00-000314.hdr.sgml : 20000417 ACCESSION NUMBER: 0001011438-00-000314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000401 ITEM INFORMATION: FILED AS OF DATE: 20000414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VETERINARY CENTERS OF AMERICA INC CENTRAL INDEX KEY: 0000817366 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 954097995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19935 FILM NUMBER: 600795 BUSINESS ADDRESS: STREET 1: 3420 OCEAN PARK BLVD STE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3103929599 MAIL ADDRESS: STREET 1: 3420 OCEAN PARK BLVD STE 1000 CITY: SANTA MC STATE: CA ZIP: 90405 8-K 1 FORM 8-K WITH EXHIBIT 4.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 30, 2000 VETERINARY CENTERS OF AMERICA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-10787 95-4097995 (State of Other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) No.) 12401 West Olympic Boulevard Los Angeles, California (Address of Principal Executive Offices) 90064-1022 (Zip Code) (310) 584-6500 (Registrant's Telephone Number) ITEM 5. OTHER EVENTS The Registrant and Continental Stock Transfer & Trust Corporation (the "Rights Agent") entered into a Rights Agreement Amendment dated as of March 30, 2000 (the "Amendment") to that certain Rights Agreement dated as of December 30, 1997 (the "Rights Agreement") between the Registrant and the Rights Agent. The Amendment provides that no party to the Merger Agreement (as defined below) shall become an Acquiring Person (as defined in the Amendment) as a result of entering into, performing the terms of, or consummating the transactions contemplated by (i) that certain Agreement and Plan of Merger, dated as of March 30, 2000, as amended from time to time (the "Merger Agreement"), among the Registrant, Vicar Operating, Inc., a Delaware corporation and Vicar Recap, Inc., a Delaware corporation ("Recap"), wholly owned by Green Equity Investors III, L.P., or (ii) any other agreements entered into in connection with the Merger Agreement (collectively, the "Ancillary Agreements"). The Amendment further provides that a Distribution Date (as defined in the Rights Agreement) shall not be deemed to have occurred solely as a result of (i) the approval, execution or delivery of the Merger Agreement or the Ancillary Agreements, or (ii) the consummation of the Merger (as defined in the Merger Agreement) or the performance of the terms of the Merger Agreement or the Ancillary Agreements. Except as expressly amended by the Amendment, the Rights Agreement remains in full force and effect in accordance with its terms. A copy of the Amendment is filed as Exhibit 4.1 and is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS. The following exhibit is filed with the report on Form 8-K: Exhibit 4.1 Rights Agreement Amendment dated as of March 30, 2000 between the Registrant and Continental Stock Transfer & Trust Corporation Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 11, 2000 VETERINARY CENTERS OF AMERICA, INC. By: /S/ TOMAS FULLER ---------------------------------- Name: Tomas Fuller Title: Chief Financial Officer EX-4.1 2 EXHIBIT 4.1 (RIGHTS AGREEMENT AMENDMENT) RIGHTS AGREEMENT AMENDMENT Rights Agreement Amendment, dated as of March 30, 2000 (this "Amendment"), to the Rights Agreement dated as of December 30, 1997 (the "Rights Agreement"), between Veterinary Centers of America, Inc., a Delaware corporation (the "Company") and Continental Stock Transfer & Trust Corporation, as Rights Agent (the "Rights Agent"). A. The Company and the Rights Agent have heretofore executed and delivered the Rights Agreement. Pursuant to Section 28 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 28 thereof. In consideration of the foregoing premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto agree as follows: 1. The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended and restated to read in its entirety as follows: "Acquiring Person" shall mean (i) any Person (as hereinafter defined) who is an Adverse Person (as hereinafter defined), or (ii) any Person who or which, together with all Affiliates (as hereinafter defined) and Associates (as hereinafter defined) of such Person, shall, subsequent to the Declaration Date, become the Beneficial Owner (as hereinafter defined) of 15% or more of the shares of Common Stock then outstanding, but shall not include (x) any Exempt Person (as hereinafter defined), (y) any Permitted Holder, or (z) any Person who becomes a Beneficial Owner of 15% or more of the shares of Common Stock then outstanding solely because (1) of a change in the aggregate number of shares of Common Stock outstanding since the last date on which such Person acquired Beneficial Ownership of any shares of Common Stock, or (2) it acquired such Beneficial Ownership in the good faith belief that such acquisition would not (A) cause such Beneficial Ownership to equal or exceed 15% of the shares of Common Stock then outstanding (or in the case of a Permitted Holder, the percentage the Permitted Holder may hold without ceasing to be a Permitted Holder) and such Person relied in good faith in computing the percentage of its Beneficial Ownership on publicly filed reports or documents of the Company which are inaccurate or out-of-date, or (B) otherwise cause a Distribution Date or the adjustment provided for in Section 14 to occur. Notwithstanding clause (z) of the prior sentence, if any Person that is not an Acquiring Person because of the operation of such clause (z) does not reduce its Beneficial Ownership of shares of Common Stock to less than 15% (or in the case of a Permitted Holder, the percentage the Permitted Holder may hold without ceasing to be a Permitted Holder) by the close of business on the fifth Business Day after notice from the Company (the date of notice being the first day) that such Person's Beneficial Ownership of Common Stock equals or exceeds 15% (or in the case of a Permitted Holder, the percentage the Permitted Holder may hold without ceasing to be a Permitted Holder), such Person shall, at the end of such five Business Day period, become an Acquiring Person (and clause (z) shall no longer apply to such Person). For purposes of this definition, the determination whether any Person acted in "good faith" shall be conclusively determined by the Board of Directors, acting by a vote of those directors of the Company whose approval would be required to redeem the Rights under Section 25. Notwithstanding anything in this Rights Agreement, no party to the Merger Agreement (as defined below) nor any officer, director stockholder or partner of any party to the Merger Agreement or their respective Affiliates or Associates, or any other Person, shall become an "Acquiring Person" as the result of entering into, performing the terms of, or consummating the transactions contemplated by (x) the Agreement and Plan of Merger, dated on or about March 30, 2000, as amended from time to time (the "Merger Agreement"), among the Company, Vicar Operating, Inc., a Delaware corporation and VICAR Recap, Inc., a Delaware corporation ("Recap") wholly owned by Green Equity Investors III, L.P. ("Parent") or (y) any other agreement entered into in connection with the Merger Agreement (collectively, the "Ancillary Agreements")." 2. Section 3(a) of the Rights Agreement is amended by adding a new sentence as the final sentence thereto, which shall read in its entirety as follows: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of (i) the approval, execution or delivery of the Merger Agreement or the Ancillary Agreements, or (ii) the consummation of the Merger (as defined in the Merger Agreement) or the performance of the terms of the Merger Agreement or the Ancillary Agreements." 3. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 4. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. 5. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Page 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. VETERINARY CENTERS OF AMERICA, INC. /S/ ROBERT L. ANTIN ----------------------------------- By: Robert L. Antin Title: Chief Executive Officer CONTINENTAL STOCK TRANSFER & TRUST CO. /S/ MICHAEL NELSON ----------------------------------- By: Michael Nelson Title: President -----END PRIVACY-ENHANCED MESSAGE-----