-----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, DmhvMEh9r66zkTLXL3y3FiUghwruhiiKR/rTEze0N+OLghTI1K1kbirskYAFkAt5 eDwvAEdUOSABr7IUQpuZ4w== 0000315066-97-001231.txt : 19970222 0000315066-97-001231.hdr.sgml : 19970222 ACCESSION NUMBER: 0000315066-97-001231 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NONE SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45093 FILM NUMBER: 97530758 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 SCHEDULE 13G -02-14-97 - VETERINARY CENTERS OF AMERICA SCHEDULE 13G Amendment No. 1 Veterinary Centers of America Common Stock Cusip # 925514101 Cusip # 925514101 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: Commonwealth of Massachusetts Item 5: 82,381 Item 6: None Item 7: 291,100 Item 8: None Item 9: 291,100 Item 11: 1.56% Item 12: HC Cusip # 925514101 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: None Item 6: None Item 7: 291,100 Item 8: None Item 9: 291,100 Item 11: 1.56% Item 12: IN Cusip # 925514101 Item 1: Reporting Person - Abigail P. Johnson Item 4: United States of America Item 5: None Item 6: None Item 7: 291,100 Item 8: None Item 9: 291,100 Item 11: 1.56% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Veterinary Centers of America Item 1(b). Name of Issuer's Principal Executive Offices: 3420 Ocean Park Blvd, Suite 100 Santa Monica, CA 90405 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 925514101 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 291,100 (b) Percent of Class: 1.56% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 82,381 (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 291,100 (iv) shared power to dispose or to direct the disposition of: None Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A and B. Item 8. Identification and Classification of Members of the Group. Not applicable, see attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with FMR Corp.'s beneficial ownership of the common stock of Veterinary Centers of America at December 31, 1996 is true, complete and correct. February 14, 1997 Date /s/Arthur S. Loring Signature Arthur S. Loring, Vice President Name/Title SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 188,924 shares or 1.01% of the common stock outstanding of Veterinary Centers of America ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of common stock of Veterinary Centers of America owned by the investment companies at December 31, 1996 included 188,924 shares of common stock resulting from the assumed conversion of $6,490,000 principal amount of 5.25% Convertible Subordinated Debentures 05/01/06 (29.11 shares of common stock for each $1,000 principal amount of debenture). Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 188,924 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 102,176 shares or 0.55% of the common stock outstanding of the Company as a result of its serving as investment manager of the institutional account(s). The number of shares of common stock of Veterinary Centers of America owned by the institutional account(s) at December 31, 1996 included 102,176 shares of common stock resulting from the assumed conversion of $3,510,000 principal amount of the 5.25% Convertible Subordinated Debentures 05/01/06 described above. Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 102,176 shares and sole power to vote or to direct the voting of 82,381 shares, and no power to vote or to direct the voting of 19,795 Shares of common stock owned by the institutional account(s) as reported above. Members of the Edward C. Johnson 3d family and trusts for their benefit are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on February 14, 1997, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the common stock of Veterinary Centers of America at December 31, 1996. FMR Corp. By /s/Arthur S. Loring Arthur S. Loring Vice President - Legal Edward C. Johnson 3d By /s/Arthur S. Loring Arthur S. Loring Under Power of Attorney dated 5/17/89 On File with Schedule 13G for Airborne Freight Corp. 9/10/91 Abigail P. Johnson By /s/Arthur S. Loring Arthur S. Loring Under Power of Attorney dated 1/5/96 On File with Schedule 13G for Acclaim Entertainment Inc. 1/10/96 Fidelity Management & Research Company By /s/Arthur S. Loring Arthur S. Loring Sr. V.P. and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----