UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Higgins, Melina E.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
November 20, 2001
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Issuer Name and Ticker or Trading Symbol
VCA Antech, Inc.
(WOOF)
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ X ] Director [ ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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6. If Amendment, Date of Original (Month/Year)
November 19, 2001
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7. Individual or Joint/Group Filing (Check applicable line)
[ X ] Form Filed by One Reporting Person
[ ] Form Filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned |
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| | | |
| | | |
| | 3. Ownership Form: | |
| 2. Amount of Securities | Direct (D) or | |
1. Title of Security | Beneficially Owned | Indirect (I) | 4. Nature of Indirect Beneficial Ownership |
(Instr. 4) | (Instr. 4) | (Instr. 5) | (Instr.5) |
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14% Series A Senior Redeemable| | | |
Exchangeable Cumulative | | | |
Preferred Stock | 122,123 | I | 01,02 |
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12% Series B Junior Redeemable| | | |
Cumulative Preferred Stock | 121,000 | I | 01,02 |
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Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one Reporting Person, see Instruction
5(b)(v).
FORM 3 (continued)
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Table II -- Derivative Securities Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | |
| | | | 5. Owner- | |
| | 3. Title and Amount of Securities | | ship | |
| | Underlying Derivative Security | | Form of | |
|2. Date Exercisable | (Instr. 4) | | Derivative | |
| and Expiration Date | --------------------------------- | 4. Conver- | Security: | |
| (Month/Day/Year) | | Amount | sion or | Direct |6.Nature of |
|---------------------- | | or | Exercise | (D) or | Indirect |
|Date |Expira- | | Number | Price of | Indirect | Beneficial|
1. Title of Derivative |Exer- |tion | | of | Derivative| (I) | Ownership |
Security (Instr. 4) |cisable |Date | Title | Shares | Security | (Instr.5) | (Instr. 5)|
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Common Stock Warrants | | | | | | | |
(right to buy) | Immed. | 03 |Common Stock | 814,575 | $.001 | I | 01,03 |
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Explanation of Responses:
01: The Reporting Person is a vice president of Goldman, Sachs & Co. ("Goldman
Sachs"). Goldman Sachs is an indirect wholly-owned subsidiary of The Goldman
Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial
ownership of the securities reported herein.
02: Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
122,123 shares of 14% Series A Senior Redeemable Exchangeable Cumulative
Preferred Stock ("Series A Preferred Stock") through certain investment
partnerships of which affiliates of Goldman Sachs and GS Group serve as the
general partner (the "Limited Partnerships"). Goldman Sachs is the investment
manager of the Limited Partnerships. Goldman Sachs and GS Group may be deemed to
own beneficially and indirectly 121,000 shares of 12% Series B Junior Redeemable
Cumulative Preferred Stock ("Series B Preferred Stock") through the Limited
Partnerships. The Series A Preferred Stock and the Series B Preferred Stock
reported herein as indirectly beneficially owned are owned by the Limited
Partnerships. Upon the consummation of the initial public offering of VCA
Antech, Inc.'s Common Stock (the "IPO"), the Issuer intends to redeem all
outstanding shares of Series A Preferred Stock and Series B Preferred Stock.
03: Warrants not exercised prior to the consummation of the IPO will expire
immediately upon the closing of the IPO.
Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
warrants to purchase, in the aggregate, 814,575 shares of Common Stock through
the Limited Partnerships. The warrants reported herein as indirectly
beneficially owned are owned by the Limited Partnerships.
By: s/ Roger S. Begelman December 17, 2001
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**Signature of Reporting Person Date
Attorney-in-fact
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Alternatively, this form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
POWER OF ATTORNEY
The undersigned does hereby appoint Hans L. Reich and Roger S. Begelman her true
and lawful attorneys, and each of them her true and lawful attorney, with power
to act without the other, and with full power of substitution and
resubstitution, to execute for her and in her name any Initial Statement of
Beneficial Ownership of Securities on Form 3, any Statement of Changes in
Beneficial Ownership on Form 4 and any Annual Statement of Changes in Beneficial
Ownership on Form 5, or any similar or successor form, which may be required to
be filed by her with the Securities and Exchange Commission and any and all
instruments necessary or incidental therewith, hereby granting unto said
attorneys and each of them full power and authority to do and perform in the
name and on behalf of the undersigned, and in any and all capacities, every act
and thing whatsoever required or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and approving the act of said attorneys and each of
them.
This power of attorney shall not be affected by the subsequent disability or
incompetence of the principal. This power of attorney shall remain in full force
and effect until either revoked in writing by the undersigned or until such time
as the person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
In witness thereof the undersigned hereunto signed her name this 9th day of
November, 2001.
s/ Melina E. Higgins
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Melina E. Higgins