-----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, LULFhScfuxHtth4ZiVBmKVyNYvf39d15yJNiRAQ5yzj4aUU25FE5LJXhVZ0KUPtf mami+oVul6bSNcB9Isr7fg== 0001011438-08-000096.txt : 20080407 0001011438-08-000096.hdr.sgml : 20080407 20080206172645 ACCESSION NUMBER: 0001011438-08-000096 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VCA ANTECH 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: CORRESP BUSINESS ADDRESS: STREET 1: 12401 WEST OLYMPIC BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90064-1022 BUSINESS PHONE: 310-584-65 MAIL ADDRESS: STREET 1: 12401 WEST OLYMPIC BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90064-1022 FORMER COMPANY: FORMER CONFORMED NAME: VETERINARY CENTERS OF AMERICA INC DATE OF NAME CHANGE: 19940328 CORRESP 1 filename1.htm

VCA Antech, Inc.

12401 West Olympic Blvd.

Los Angeles, CA 90064-1022

 

February 6, 2008

VIA EDGAR AND OVERNIGHT DELIVERY

Carmen Moncada-Terry, Attorney Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, D.C. 20549-7010

 

Re:

VCA Antech, Inc.

 

Definitive Proxy Statement on Schedule 14A

 

Filed April 27, 2007

 

File No. 001-16783

Dear Ms. Moncada-Terry:

We are submitting this letter in response to the comment set forth in your letter dated January 23, 2008 relating to our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on April 27, 2007 (the “Proxy Statement”).

For your convenience, we have included the Commission’s comment in bold typeface and appearing below it our response.

Annual Cash Bonus, page 23

 

1.

We note your response to our prior comment 4 and reissue the comment in part. Please identify the targets established for any metrics considered by the committee in its determination of actual bonus amount earned in 2006. If you believe disclosure of such information will result in competitive harm, please provide us with a detailed analysis explaining the basis for such conclusion. See Instruction 4 to Item 402(b) of Regulation S-K.

Company Response: The Adjusted EBITDA and Adjusted Earnings Per Share targets established by the Compensation Committee for 2006, and the actual Adjusted EBITDA and Adjusted Earnings Per Share for 2006, are as follows:

 

Securities and Exchange Commission

Division of Corporation Finance

February 6, 2008

Page 2

 

Metric

Target

Actual

Adjusted EBITDA

$205,266,000

$216,828,000

Adjusted Earnings Per Share

$1.06

$1.161

 

We define Adjusted EBITDA and Adjusted Earnings Per Share as the reported items, adjusted to exclude certain significant items. The Compensation Committee uses Adjusted EBITDA and Adjusted Earnings Per Share because they exclude the effect of significant items that we believe are not representative of our core operations for the periods presented. For the year ended December 31, 2006, there were no items excluded in computing Adjusted EBITDA. The only item excluded in computed Adjusted Earnings Per Share was a $0.08 per common share tax credit we received as a result of a favorable income tax audit that resulted in a change to our estimated tax liabilities.

 

Closing Comments:

The company acknowledges that:

 

•

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 

•

staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and

 

•

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

_________________________

1  The reported earnings per share were $1.24. However, for purposes of comparing the actual Adjusted Earnings Per Share to the target Adjusted Earnings Per Share, the Compensation Committee deducted $0.08 per common share attributable to a tax credit the company received as a result of a favorable income tax audit that resulted in a change to the company’s estimated tax liabilities.

 

 

Securities and Exchange Commission

Division of Corporation Finance

February 6, 2008

Page 3

 

If you have any questions with respect to the foregoing, please call me at (310) 571-6500.

Sincerely,

/s/ Tomas W. Fuller______

Tomas W. Fuller

Chief Financial Officer

cc:

C.N. Franklin Reddick III

 

 

 

 

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