Edgar Filing: VCA ANTECH INC

Filed pursuant to Rule 424(b)(3)
File No. 333-114471

Prospectus Supplement to Prospectus dated July 30, 2004.

3,256,937 Shares

[LOGO] VCA ANTECH, INC.

Common Stock

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This is a public offering of common stock of VCA Antech, Inc. All of the
3,256,937 shares are being offered by the selling stockholder.

The common stock is quoted on the Nasdaq National Market under the symbol
"WOOF". The last reported sale price of the common stock on August 2, 2004 was
$42.73 per share.

SEE "RISK FACTORS" ON PAGE S-7 OF THIS PROSPECTUS SUPPLEMENT TO READ ABOUT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Goldman, Sachs & Co. has agreed to purchase the common stock from the
selling stockholder at a price of $40.55 per share, which will result in
$132,068,795.35 of proceeds to the selling stockholder.

Goldman, Sachs & Co. may offer the common stock in transactions in the
over-the-counter market or through negotiated transactions at market prices or
at negotiated prices.

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Goldman, Sachs & Co. expects to deliver the shares against payment in New
York, New York on August 5, 2004.

GOLDMAN, SACHS & CO.

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Prospectus Supplement dated August 2, 2004.

YOU SHOULD RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. WE AND THE SELLING
STOCKHOLDER HAVE NOT, AND THE UNDERWRITER HAS NOT, AUTHORIZED ANYONE TO PROVIDE
YOU WITH DIFFERENT INFORMATION. THE SELLING STOCKHOLDER IS NOT MAKING AN OFFER
OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS
ACCURATE AS OF THE DATE ON THE FRONT OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS, RESPECTIVELY. OUR BUSINESS, FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.

INFORMATION CONTAINED IN OUR WEB SITE DOES NOT CONSTITUTE PART OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS.

VCA ANTECH, INC., OUR LOGO AND OTHER TRADEMARKS MENTIONED IN THIS
PROSPECTUS SUPPLEMENT ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS.

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THE SELLING STOCKHOLDER IS OFFERING TO SELL, AND IS SEEKING OFFERS TO BUY,
THE COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND
THE OFFERING OF THE COMMON STOCK IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY
LAW. PERSONS OUTSIDE THE UNITED STATES WHO COME INTO POSSESSION OF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS MUST INFORM THEMSELVES
ABOUT AND OBSERVE ANY RESTRICTIONS RELATING TO THE OFFERING OF THE COMMON STOCK
AND THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS OUTSIDE THE UNITED STATES. THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE, AND MAY NOT BE USED IN CONNECTION
WITH, AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES
OFFERED BY THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR THAT PERSON TO MAKE AN
OFFER OR SOLICITATION.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this common stock offering and
also adds to and updates information contained in the accompanying prospectus
and the documents incorporated by reference into the prospectus. The second
part, the accompanying prospectus, gives more general information, some of which
does not apply to this offering.

If the description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information
contained in or incorporated by reference into this prospectus supplement.

Unless we have indicated otherwise, or the context otherwise requires,
references in this prospectus supplement and the accompanying prospectus to "VCA
Antech," "we," "us" and "our" are to VCA Antech, Inc. and its consolidated
subsidiaries.

FORWARD-LOOKING INFORMATION

This prospectus supplement and the accompanying prospectus include
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this prospectus supplement and the
accompanying prospectus may constitute forward-looking statements. We have based
these forward-looking statements on our current expectations and projections
about future events. Although we believe that our assumptions made in connection
with the forward-looking statements are reasonable, we cannot assure you that
the assumptions and expectations will prove to have been correct.

We generally identify forward-looking statements in this prospectus
supplement and the accompanying prospectus using words like "believe," "intend,"
"expect," "estimate," "may," "should," "plan," "project," "contemplate,"
"anticipate," "predict" or similar expressions. These statements involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Among the
important factors that could cause actual results to differ are: the ability to
successfully integrate NPC into our existing operations and achieve expected
operating synergies following the merger; the level of direct costs and our
ability to maintain revenue at a level necessary to maintain expected operating
margins; the level of selling, general and administrative costs; the effects of
competition; the effects of our recent acquisitions and our ability to
effectively manage our growth; our ability to service our debt; the continued
implementation of our management information systems; pending litigation and
governmental investigations; general economic conditions; and the results of our
acquisition program. These and other risk factors are discussed in our recent
filings with the Securities and Exchange Commission on Form 10-K and Form 10-Q
and the reader is directed to these statements for a further discussion of
important factors that could cause actual results to differ materially from
those in the forward-looking statements. Except as required by applicable law,
including the securities laws of the United States, and the rules and
regulations of the Securities and Exchange Commission, we do not plan to
publicly update or revise any forward-looking statements after we distribute
this prospectus supplement, whether as a result of any new information, future
events or otherwise.

Some of the information contained in or incorporated by reference into this
prospectus supplement and the accompanying prospectus is based on market data
and industry forecasts and projections, which we have obtained

S-ii

from market research, publicly available information and industry publications.
These sources generally state that the information that they provide has been
obtained from sources believed to be reliable, but that the accuracy and
completeness of this information are not guaranteed. The forecasts and
projections are based on industry surveys and the preparers' experience in the
industry and we cannot assure you that any of the projected amounts will be
achieved. Similarly, we believe that the surveys and market research others have
performed are reliable, but we have not independently verified this information.

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VCA ANTECH, INC.

OUR BUSINESS

We are a leading animal health care services company and operate the
largest networks of veterinary diagnostic laboratories and freestanding,
full-service animal hospitals in the United States. Our network of veterinary
diagnostic laboratories provides sophisticated testing and consulting services
used by veterinarians in the detection, diagnosis, evaluation, monitoring,
treatment and prevention of diseases and other conditions affecting animals.
With the only nationwide veterinary laboratory network serving all 50 states, we
provide diagnostic testing for an estimated 14,000 clients, which include animal
hospitals, large animal practices, universities and other government
organizations. Our animal hospitals offer a full range of general medical and
surgical services for companion animals, as well as specialized treatments,
including advanced diagnostic services, internal medicine, oncology,
ophthalmology, dermatology and cardiology. In addition, we provide
pharmaceutical products and perform a variety of pet wellness programs,
including routine health examinations, diagnostic testing, vaccinations,
spaying, neutering and dental care. Our 247 animal hospitals, supported by more
than 820 veterinarians, had over 3.5 million patient visits in 2003. On June 1,
2004, as a result of our merger with National PetCare Centers, Inc., we acquired
an additional 67 animal hospitals and employed an additional 173 veterinarians.

RECENT DEVELOPMENTS

SECOND QUARTER RESULTS

On July 27, 2004, we reported our results for the three- and six-month
periods ended June 30, 2004. For the three months ended June 30, 2004, revenue
increased 19.0% to $169.9 million compared to the same period in 2003, and
reported net income increased to $18.2 million and reported diluted earnings per
common share increased to $0.44. Reported net income and reported diluted
earnings per common share for the quarter ended June 30, 2004 included an
after-tax charge of $478,000, or $0.01 per diluted common share, for debt
retirement costs related to the refinancing of our senior credit facility.

For the six months ended June 30, 2004, revenue increased 17.1% to $314.3
million compared to the same period in 2003, and reported net income increased
to $32.9 million and reported diluted earnings per common share increased to
$0.79. Reported net income and reported diluted earnings per common share for
the six months ended June 30, 2004 included (i) an after-tax charge of $478,000
for debt retirement costs and (ii) an after-tax benefit of $1.1 million for the
settlement of an insurance claim relating to a prior legal settlement. The
aggregate impact of (i) and (ii) represents an after tax benefit of $0.01 per
diluted common share. Reported net income and reported diluted earnings per
common share for the six months ended June 30, 2003 included an after-tax charge
of $4.4 million for debt retirement costs, or $0.11 per diluted common share.

On July 27, 2004, we also announced a 2-for-1 stock split to be effected in
the form of a 100% stock dividend to stockholders of record on August 11, 2004
payable on August 25, 2004. The effect of the stock split will be an increase in
outstanding shares of our common stock from approximately 41 million shares to
82 million shares based on shares outstanding at June 30, 2004. Diluted shares
outstanding and earnings per share information presented in this prospectus
supplement are on a pre-split basis.

Our laboratory segment for the second quarter of 2004 increased laboratory
revenue by 11.3%, generating an increase in laboratory gross profit of 13.7% to
$24.0 million and an increase in laboratory gross profit margins to 46.1% from
45.1% in the same period in 2003. Laboratory internal revenue growth was 8.2%
for the second quarter of 2004.

Our consolidated animal hospital revenue increased 22.8%. However, as
expected, the gross profit margins of National PetCare Centers, Inc., or NPC,
which we acquired on June 1, 2004, are lower than our existing margins, and
reduced our consolidated animal hospital segment gross profit margins, which
decreased from 21.9% in second quarter of 2003 to 21.4% in the same period in
2004. Same-store animal hospital gross profit margins declined from 22.2% in the
second quarter of 2003 to 22.0% in the same period in 2004. Same-store animal
hospital revenue growth was 4.4% for the second quarter of 2004.

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We incurred $570,000 of integration costs relating to our acquisition of
NPC during the second quarter of 2004, which is included in corporate selling,
general and administrative expense for the period. We expect that the
integration process will continue through the third quarter. Because the NPC
animal hospitals have historically had lower gross profit margins than our
existing animal hospitals, we anticipate lower margins in our animal hospital
segment for the next several quarters.

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VCA ANTECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
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2004 2003 (1) 2004 2003 (1)
---- -------- ---- --------
Revenue:

Laboratory $ 51,951 $ 46,691 $ 101,133 $ 88,389
Animal hospital 121,384 98,822 219,340 185,129
Intercompany (3,388) (2,752) (6,176) (5,178)
-------- -------- -------- --------
169,947 142,761 314,297 268,340
-------- -------- -------- --------
Direct costs:
Laboratory 27,983 25,615 55,698 49,825
Animal hospital 95,348 77,142 175,211 147,919
Intercompany (3,388) (2,752) (6,176) (5,178)
-------- -------- -------- --------
119,943 100,005 224,733 192,566
-------- -------- -------- --------

Gross profit:
Laboratory 23,968 21,076 45,435 38,564
Animal hospital 26,036 21,680 44,129 37,210
-------- -------- -------- --------
50,004 42,756 89,564 75,774
-------- -------- -------- --------

Selling, general and administrative:
Laboratory 3,190 2,797 6,363 5,504
Animal hospital 3,056 2,519 5,804 5,022
Corporate 5,519 4,168 8,299 8,667
-------- -------- -------- --------
11,765 9,484 20,466 19,193
-------- -------- -------- --------

Loss (gain) on sale of assets 4 78 66 (160)
-------- -------- -------- --------

Operating income 38,235 33,194 69,032 56,741

Interest expense, net 6,098 6,418 12,083 13,410
Other (income) expense (287) 131 (176) 258
Minority interest expense 755 462 1,171 823
Debt retirement costs 810 - 810 7,417
-------- -------- -------- --------
Income before provision for
income taxes 30,859 26,183 55,144 34,833
Provision for income taxes 12,692 10,833 22,233 14,300
-------- -------- -------- --------
Net income $ 18,167 $ 15,350 $ 32,911 $ 20,533
======== ======== ======== ========

Diluted earnings per common share $ 0.44 $ 0.37 $ 0.79 $ 0.51
======== ======== ======== ========
Shares used for computing diluted
earnings per common share 41,691 41,136 41,609 40,288
======== ======== ======== ========

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VCA ANTECH, INC.
Supplemental Operating Data - Continued
For the Three and Six Months Ended June 30, 2004 and 2003
(UNAUDITED - IN THOUSANDS)

THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------------- -------------------------
Depreciation and amortization 2004 2003 (1) 2004 2003 (1)
--------- --------- ---------- ---------

Depreciation and amortization included
in direct costs:

Laboratory $ 897 $ 799 $ 1,718 $ 1,553
Animal hospital 2,536 2,304 4,937 4,781
--------- --------- ---------- ---------
3,433 3,103 6,655 6,334
Other 386 394 780 740
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Depreciation and amortization $ 3,819 $3,497 $ 7,435 $ 7,074
========= ========= ========== =========

AS OF JUNE 30, 2004 AND DECEMBER 31, 2003
(UNAUDITED - IN THOUSANDS)

JUNE 30, DECEMBER 31,
Selected consolidated balance sheet data 2004 2003
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Cash $ 32,836 $ 17,237
Accounts receivable, net $ 26,753 $ 22,335
Stockholders' equity $199,150 $161,923
Total assets $697,408 $554,803

Debt:
Revolving credit facility $ - $ -
Senior term E notes 224,438 -
Senior term D notes - 145,703
9.875% senior subordinated notes 170,000 170,000
Other 4,129 1,770
Unamortized discounts - (4)
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Total debt $398,567 $317,469
========= ===========

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VCA ANTECH, INC.
SUPPLEMENTAL OPERATING DATA - CONTINUED
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED - IN THOUSANDS)

FOR THE SIX MONTHS
ENDED JUNE 30,
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SELECTED CASH FLOW AND EXPENSE DATA 2004 2003
-------- --------

Net cash provided by operating activities $ 42,315 $ 38,520
Rent expense $ 9,397 $ 8,043
Capital expenditures $ 9,027 $ 6,168

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(1) During 2004, we began including depreciation and amortization in direct
costs and selling, general and administrative expense. Prior periods
presented have been reclassified to conform to the 2004 financial statement
presentation.

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THE OFFERING

Issuer VCA Antech, Inc.
Common stock offered by the selling 3,256,937 shares
stockholder

Common stock to be outstanding 40,957,118 shares
immediately after the offering

Use of proceeds We will not receive any proceeds
from the sale of shares of common
stock offered by the selling
stockholder.

Listing The Nasdaq National Market

Nasdaq National Market symbol WOOF

Unless otherwise indicated, all share information in this prospectus
supplement is based on the number of shares of common stock outstanding as of
August 2, 2004.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of common stock
offered by the selling stockholder.

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RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW
AND OTHER INFORMATION INCLUDED IN THIS PROSPECTUS SUPPLEMENT IN EVALUATING US
AND OUR BUSINESS. IF ANY OF THE EVENTS DESCRIBED BELOW OCCUR, OUR BUSINESS AND
FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED IN A MATERIAL WAY. THIS COULD
CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO DECLINE, PERHAPS SIGNIFICANTLY.

IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE NPC ANIMAL HOSPITAL OPERATIONS INTO
OUR ANIMAL HOSPITAL OPERATIONS IN A TIMELY AND EFFICIENT MANNER, WE MAY INCUR
SUBSTANTIAL COSTS, AND OUR REVENUE, MARGINS AND NET INCOME MAY BE ADVERSELY
AFFECTED.

On June 1, 2004, we acquired National PetCare Centers, Inc. Prior to our
acquisition, the NPC animal hospitals, as a group, operated at gross profit
margins lower than our animal hospitals and, as a result, we expect our animal
hospital margins to be lower than historical amounts for the next several
quarters. We entered into the merger agreement with NPC with the expectation
that the merger will result in improved operating results and beneficial
synergies, such as the realization of improved operating margins at animal
hospitals through a strategy of centralizing various corporate and
administrative functions and leveraging fixed costs. Our ability to realize the
benefits of this acquisition is dependent, in part, on achieving these
efficiencies and increasing the gross profit margins of the acquired NPC
hospitals.

Achieving these anticipated business benefits will depend on whether our
operations and NPC's operations are successfully integrated in an efficient,
effective and timely manner. Any unanticipated costs or results, or delays or
failures in the integration process may negatively impact our combined revenue,
margins and net income. The combination of our company and NPC will require,
among other things, the retention of key management and professional personnel,
including specialists; the integration and expansion of the companies'
management staff, veterinarians and other professional staff; and the
identification and elimination of unnecessary overhead and non-performing
hospitals.

The integration of the operations of the combined companies requires the
dedication of management resources, which may temporarily detract attention from
the day-to-day business of the combined companies. Our field management may
spend a predominant amount of time integrating these new hospitals and less time
managing our existing hospitals in those regions. In addition, the employees of
the combined companies may be less productive as a result of uncertainty during
the integration process, which also may disrupt our business. Even if we
successfully integrate NPC into our operations, the integration process itself
will be accomplished over time and any attention paid to the integration process
at the expense of the day-to-day operations and any uncertainty which results
from the integration process itself may have an adverse effect on the business
and results of operations of the combined companies. We also may experience
unanticipated delays in converting the systems of NPC animal hospitals into our
systems, which may result in unanticipated increases to payroll expense to
collect our results and delays in reporting our results.

In addition, the present and potential customers of the animal hospitals
acquired in the NPC merger may not continue their current utilization patterns
or, alternatively, the merger and integration process may have an adverse impact
on the relationships between those customers and the veterinarians and other
animal health care professionals currently employed at the animal hospitals
acquired in the NPC merger. Any significant reduction in utilization patterns or
any significant adverse impact on relationships between the customers and the
veterinarians or other animal health care professionals currently employed at
the animal hospitals acquired in the NPC merger may have an adverse effect on
the business and results of operations of the combined companies.

IF WE ARE UNABLE TO EFFECTIVELY EXECUTE OUR GROWTH STRATEGY, WE MAY NOT ACHIEVE
OUR DESIRED ECONOMIES OF SCALE AND OUR MARGINS AND PROFITABILITY MAY DECLINE.

Our success depends in part on our ability to build on our position as a leading
animal health care services company through a balanced program of internal
growth initiatives and selective acquisitions of established animal hospitals
and laboratories. If we cannot implement or effectively execute these
initiatives and acquisitions, our results of operations will be adversely
affected. Even if we effectively implement our growth strategy, we may not
achieve the economies of scale that we have experienced in the past or that we
anticipate having in the future. Our internal growth rate may decline and could
become negative. Our laboratory internal revenue growth has fluctuated between

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11.9% and 14.1% for each fiscal year from 2001 through 2003. For the three and
six months ended June 30, 2004, our laboratory internal revenue growth was 8.2%
and 9.7%, respectively. Similarly, our animal hospital adjusted same-facility
revenue growth rate has fluctuated between 3.6% and 5.0% for each fiscal year
from 2001 through 2003. For the three and six months ended June 30, 2004, our
animal hospital internal revenue growth was 4.4% and 4.9%, respectively. Our
laboratory internal revenue growth for both the three and six month periods in
2004 was below our historical rates for the prior three years. Our internal
growth may continue to fluctuate and may be below our historical rates. Any
reductions in the rate of our internal growth may cause our revenues and margins
to decrease. Our historical growth rates and margins are not necessarily
indicative of future results.

Demand for certain products could decline as their product life cycle matures
and the products become available in other channels of distribution such as
retail-oriented locations and through internet service providers. This cycle
could affect the frequency of veterinary visits and may result in a reduction in
revenue. Demand for vaccinations may also be impacted in the future as protocols
for vaccinations change. Vaccinations have been recommended by some in the
profession to be given less frequently. This may result in fewer visits and
potentially less revenue. Vaccine protocols for our company are currently
established by our veterinarians. Some of our veterinarians have changed their
protocols and others may change their protocol in light of recent literature.

DUE TO THE FIXED COST NATURE OF OUR BUSINESS, FLUCTUATIONS IN OUR REVENUE COULD
ADVERSELY AFFECT OUR OPERATING INCOME.

Approximately 56% of our expense for the year ended December 31, 2003,
particularly rent and personnel costs, are fixed costs and are based in part on
expectations of revenue. We may be unable to reduce spending in a timely manner
to compensate for any significant fluctuations in our revenue. Accordingly,
shortfalls in revenue may adversely affect our operating income.

DIFFICULTIES INTEGRATING NEW ACQUISITIONS MAY IMPOSE SUBSTANTIAL COSTS AND CAUSE
OTHER PROBLEMS FOR US.

Our success depends on our ability to timely and cost-effectively acquire, and
integrate into our business, additional animal hospitals and laboratories. Any
difficulties in the integration process may result in increased expense, loss of
customers and a decline in profitability. We expect to acquire in the ordinary
course of business 20 to 25 animal hospitals per year with aggregate annual
revenues of approximately $25.0 million. In some cases, we have experienced
delays and increased costs in integrating some hospitals, particularly where we
acquire a large number of hospitals in a single region at or about the same
time. In these cases, our field management may spend a predominant amount of
time integrating these new hospitals and less time managing our existing
hospitals in those regions. During these periods, there may be less attention
directed to marketing efforts or staffing issues. In these circumstances, we
also have experienced delays in converting the systems of acquired hospitals
into our systems, which results in increased payroll expense to collect our
results and delays in reporting our results, both for a particular region and on
a consolidated basis. If this were to occur in the future, it could result in
decreased revenue, increased costs or lower margins.

We continue to face risks in connection with our acquisitions including:

o negative effects on our operating results;

o impairments of goodwill and other intangible assets;

o dependence on retention, hiring and training of key personnel,
including specialists; and

o contingent and latent risks associated with the past operations of,
and other unanticipated problems arising in, an acquired business.

The process of integration may require a disproportionate amount of the time and
attention of our management, which may distract management's attention from its
day-to-day responsibilities. In addition, any interruption or deterioration in
service resulting from an acquisition may result in a customer's decision to
stop using us. For these reasons, we may not realize the anticipated benefits of
an acquisition, either at all or in a timely manner. If that happens and we
incur significant costs, it could have a material adverse impact on our
business.

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THE CARRYING VALUE OF OUR GOODWILL COULD BE SUBJECT TO IMPAIRMENT WRITE-DOWN.

At June 30, 2004, our balance sheet reflected $477.7 million of goodwill, which
is a substantial portion of our total assets of $697.4 million at that date. We
expect that the aggregate amount of goodwill on our balance sheet will increase
as a result of future acquisitions. We continually evaluate whether events or
circumstances have occurred that suggest that the fair market value of each of
our reporting units is below their carrying values. If we determine that the
fair market value of one of our reporting units is less than its carrying value,
this may result in an impairment write-down of the goodwill for that reporting
unit. The impairment write-down would be reflected as expense and could have a
material adverse effect on our results of operations during the period in which
we recognize the expense. At December 31, 2003, we concluded that the fair value
of our reporting units exceeded their carrying value and accordingly, as of that
date, our net goodwill was not impaired in our consolidated financial
statements. However, in the future we may incur impairment charges related to
the goodwill already recorded or arising out of future acquisitions.

The June 1, 2004 acquisition of NPC resulted in an increase in goodwill of $76.3
million. We anticipate that this number will increase as we finalize our
purchase price accounting for NPC. Because of the magnitude of the increase, we
are revaluing the animal hospital operating segment. A determination that the
fair value of the animal hospital operating segment is less than its carrying
value could result in future impairment charges.

WE REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR DEBT AND EXPAND OUR
BUSINESS AS PLANNED.

We have, and will continue to have, a substantial amount of debt. Our
substantial amount of debt requires us to dedicate a significant portion of our
cash flow from operations to pay down our indebtedness and related interest,
thereby reducing the funds available to use for working capital, capital
expenditures, acquisitions and general corporate purposes.

At June 30, 2004, our debt consisted of:

o $224.4 million in principal amount outstanding under our senior credit
facility;

o $170.0 million in principal amount outstanding under our 9.875% senior
subordinated notes; and

o $4.2 million in principal amount outstanding under our other debt.

Our ability to make payments on our debt, and to fund acquisitions, will depend
upon our ability to generate cash in the future. Insufficient cash flow could
place us at risk of default under our debt agreements or could prevent us from
expanding our business as planned. Our ability to generate cash is subject to
general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control. Our business may not generate sufficient
cash flow from operations, our strategy to increase operating efficiencies may
not be realized and future borrowings may not be available to us under our
senior credit facility in an amount sufficient to enable us to service our debt
or to fund our other liquidity needs. In order to meet our debt obligations, we
may need to refinance all or a portion of our debt. We may not be able to
refinance any of our debt on commercially reasonable terms or at all.

OUR DEBT INSTRUMENTS MAY ADVERSELY AFFECT OUR ABILITY TO RUN OUR BUSINESS.

Our substantial amount of debt, as well as the guarantees of our subsidiaries
and the security interests in our assets and those of our subsidiaries, could
impair our ability to operate our business effectively and may limit our ability
to take advantage of business opportunities. For example, our indenture and
senior credit facility:

o limit our funds available to repay the 9.875% senior subordinated
notes;

o limit our ability to borrow additional funds or to obtain other
financing in the future for working capital, capital expenditures,
acquisitions, investments and general corporate purposes;

o limit our ability to dispose of our assets, create liens on our assets
or to extend credit;

o make us more vulnerable to economic downturns and reduce our
flexibility in responding to changing business and economic
conditions;

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o limit our flexibility in planning for, or reacting to, changes in our
business or industry;

o place us at a competitive disadvantage to our competitors with less
debt; and

o restrict our ability to pay dividends, repurchase or redeem our
capital stock or debt, or merge or consolidate with another entity.

The terms of our indenture and senior credit facility allow us, under specified
conditions, to incur further indebtedness, which would heighten the foregoing
risks. If compliance with our debt obligations materially hinders our ability to
operate our business and adapt to changing industry conditions, we may lose
market share, our revenue may decline and our operating results may suffer.

OUR FAILURE TO SATISFY COVENANTS IN OUR DEBT INSTRUMENTS WILL CAUSE A DEFAULT
UNDER THOSE INSTRUMENTS.

In addition to imposing restrictions on our business and operations, our debt
instruments include a number of covenants relating to financial ratios and
tests. Our ability to comply with these covenants may be affected by events
beyond our control, including prevailing economic, financial and industry
conditions. The breach of any of these covenants would result in a default under
these instruments. An event of default would permit our lenders and other
debtholders to declare all amounts borrowed from them to be due and payable,
together with accrued and unpaid interest. Moreover, these lenders and other
debtholders would have the option to terminate any obligation to make further
extensions of credit under these instruments. If we are unable to repay debt to
our senior lenders, these lenders and other debtholders could proceed against
our assets.

THE SIGNIFICANT COMPETITION IN THE COMPANION ANIMAL HEALTH CARE SERVICES
INDUSTRY COULD CAUSE US TO REDUCE PRICES OR LOSE MARKET SHARE.

The companion animal health care services industry is highly competitive with
few barriers to entry. To compete successfully, we may be required to reduce
prices, increase our operating costs or take other measures that could have an
adverse effect on our financial condition, results of operations, margins and
cash flow. If we are unable to compete successfully, we may lose market share.

There are many clinical laboratory companies that provide a broad range of
laboratory testing services in the same markets we service. Our largest
competitor for outsourced laboratory testing services is Idexx Laboratories,
Inc., or Idexx. Idexx currently competes or intends to compete in most of the
same markets in which we operate. In this regard, Idexx has recently acquired
additional laboratories in the markets in which we operate and has announced
plans to continue this expansion and aggressively "bundles" all of their
products and services to compete with us. Increased competition may lead to
pressures on the revenues and margins of our laboratory operations. Also, Idexx
and several other national companies provide on-site diagnostic equipment that
allows veterinarians to perform their own laboratory tests.

Our primary competitors for our animal hospitals in most markets are individual
practitioners or small, regional, multi-clinic practices. Also, regional pet
care companies and some national companies, including operators of super-stores,
are developing multi-regional networks of animal hospitals in markets in which
we operate. Historically, when a competing animal hospital opens in close
proximity to one of our hospitals, we have reduced prices, expanded our
facility, retained additional qualified personnel, increased our marketing
efforts or taken other actions designed to retain and expand our client base. As
a result, our revenue may decline and our costs may increase.

WE MAY EXPERIENCE DIFFICULTIES HIRING SKILLED VETERINARIANS DUE TO SHORTAGES
THAT COULD DISRUPT OUR BUSINESS.

As the pet population continues to grow, the need for skilled veterinarians
continues to increase. If we are unable to retain an adequate number of skilled
veterinarians, we may lose customers, our revenue may decline and we may need to
sell or close animal hospitals. As of June 30, 2004, there were 28 veterinary
schools in the country accredited by the American Veterinary Medical
Association. These schools graduate approximately 2,100 veterinarians per year.
There is a shortage of skilled veterinarians in some regional markets in which
we operate animal hospitals. During shortages in these regions, we may be unable
to hire enough qualified veterinarians to adequately staff our animal hospitals,
in which event we may lose market share and our revenues and profitability may
decline.

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IF WE FAIL TO COMPLY WITH GOVERNMENTAL REGULATIONS APPLICABLE TO OUR BUSINESS,
VARIOUS GOVERNMENTAL AGENCIES MAY IMPOSE FINES, INSTITUTE LITIGATION OR PRECLUDE
US FROM OPERATING IN CERTAIN STATES.

The laws of many states prohibit business corporations from providing, or
holding themselves out as providers of, veterinary medical care. These laws vary
from state to state and are enforced by the courts and by regulatory authorities
with broad discretion. As of June 30, 2004, we operated 99 animal hospitals in
12 states with these laws, including 22 in New York and 26 in Texas. We may
experience difficulty in expanding our operations into other states with similar
laws. Given varying and uncertain interpretations of the veterinary laws of each
state, we may not be in compliance with restrictions on the corporate practice
of veterinary medicine in all states. A determination that we are in violation
of applicable restrictions on the practice of veterinary medicine in any state
in which we operate could have a material adverse effect on us, particularly if
we were unable to restructure our operations to comply with the requirements of
that state.

All of the states in which we operate impose various registration requirements.
To fulfill these requirements, we have registered each of our facilities with
appropriate governmental agencies and, where required, have appointed a licensed
veterinarian to act on behalf of each facility. All veterinarians practicing in
our clinics are required to maintain valid state licenses to practice.

ANY FAILURE IN OUR INFORMATION TECHNOLOGY SYSTEMS OR DISRUPTION IN OUR
TRANSPORTATION NETWORK (INCLUDING DISRUPTION RESULTING FROM TERRORIST
ACTIVITIES) COULD SIGNIFICANTLY INCREASE TESTING TURN-AROUND TIME, REDUCE OUR
PRODUCTION CAPACITY AND OTHERWISE DISRUPT OUR OPERATIONS.

Our laboratory operations depend, in part, on the continued and uninterrupted
performance of our information technology systems and transportation network.
Our growth has necessitated continued expansion and upgrade of our information
technology systems and transportation network. Sustained system failures or
interruption in our transportation network or in one or more of our laboratory
operations could disrupt our ability to process laboratory requisitions, perform
testing, provide test results in a timely manner and/or bill the appropriate
party. We could lose customers and revenue as a result of a system or
transportation network failure.

Our computer systems are vulnerable to damage or interruption from a variety of
sources, including telecommunications failures, electricity brownouts or
blackouts, malicious human acts and natural disasters. Moreover, despite network
security measures, some of our servers are potentially vulnerable to physical or
electrical break-ins, computer viruses and similar disruptive problems. Despite
the precautions we have taken, unanticipated problems affecting our systems
could cause interruptions in our information technology systems. Our insurance
policies may not adequately compensate us for any losses that may occur due to
any failures in our systems. In addition, over time we have significantly
customized the computer systems in our laboratory business. We rely on a limited
number of employees to upgrade and maintain these systems. If we were to lose
the services of some or all of these employees, it may be time-consuming for new
employees to become familiar with our systems, and we may experience disruptions
in service during these periods.

Any substantial reduction in the number of available flights or delays in the
departure of flights, whether as a result of severe weather conditions, as we
recently experienced in the eastern United States, a terrorist attack or any
other type of disruption, will disrupt our transportation network and our
ability to provide test results in a timely manner. Any change in government
regulation related to transporting samples or specimens could also have an
impact on our business. In addition, our Test Express service, which services
customers outside of major metropolitan areas, is dependent on flight services
in and out of Memphis and the transportation network of Federal Express. Any
sustained interruption in either flight services in Memphis or the
transportation network of Federal Express would result in increased turn-around
time for the reporting of test results to customers serviced by our Test Express
service.

THE LOSS OF MR. ROBERT ANTIN, OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER, COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

We are dependent upon the management and leadership of our Chairman, President
and Chief Executive Officer, Robert Antin. We have an employment contract with
Mr. Antin which may be terminated at the option of Mr. Antin. We do not maintain
any key man life insurance coverage for Mr. Antin. The loss of Mr. Antin could
materially adversely affect our business.

S-11

COMMON STOCK PRICE RANGE AND DIVIDENDS

Our common stock is traded on the Nasdaq National Market and trades under
the symbol "WOOF." On August 2, 2004, the last reported sale price of our common
stock on the Nasdaq National Market was $42.73 per share. The following table
presents for the periods indicated the high and low sales prices of our common
stock as reported by the Nasdaq National Market.

HIGH LOW
Fiscal year ended December 31, 2004
July 1 through August 2, 2004....... $46.04 $39.22
Second quarter...................... $45.00 $34.65
First quarter....................... $37.20 $27.05
Fiscal year ended December 31, 2003
Fourth quarter...................... $32.65 $23.55
Third quarter....................... $24.10 $18.69
Second quarter...................... $20.90 $15.05
First quarter....................... $16.70 $13.74
Fiscal year ended December 31, 2002
Fourth quarter...................... $16.40 $12.16
Third quarter....................... $16.48 $11.90
Second quarter...................... $16.36 $12.71
First quarter....................... $14.62 $11.65

We have never paid any cash dividends. Our credit facility and other debt
agreements restrict our ability to pay cash dividends. Accordingly, we do not
anticipate paying cash dividends on our common stock at any time in the
foreseeable future.

As of August 2, 2004, there were approximately 65 holders of record of our
common stock.

SELLING STOCKHOLDER

The following table sets forth (i) the selling stockholder, (ii) as of
August 2, 2004, the number of shares of common stock that the selling
stockholder beneficially owns and the number of shares being registered for
resale by the selling stockholder and (iii) the number of shares of our common
stock that will be beneficially owned by the selling stockholder upon completion
of this offering, assuming that all of the shares of common stock offered by the
selling stockholder under this prospectus supplement have been sold. The number
of shares of common stock outstanding as of August 2, 2004 was 40,957,118.

As used in this prospectus supplement, "selling stockholder" includes the
selling stockholder named in the table below and its transferees, pledges,
donees, heirs or other successors-in-interest selling shares received from the
selling stockholder listed below as a gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus supplement.

NUMBER NUMBER OF
OF SHARES OF OUR COMMON SHARES OF NUMBER OF SHARES OF OUR
TOCK BENEFICIALLY OWNED OUR COMMON COMMON
SELLING STOCKHOLDER PRIOR TO THE OFFERING STOCK STOCK BENEFICIALLY
BEING OWNED AFTER THE
OFFERED OFFERING

NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
SHARES OF SHARES SHARES OF SHARES
OUTSTANDING OUTSTANDING

Green Equity Investors III, L.P. (1) 3,396,937 8.3% 3,256,937 140,000 *

* Less than 1%.

(1) The address of Green Equity Investors III, L.P. is 11111 Santa Monica
Blvd., Suite 2000, Los Angeles, CA 90025.

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For additional information, see "Selling Stockholder" in the accompanying
prospectus.

MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following general discussion summarizes the material U.S. federal
income and estate tax aspects of the acquisition, ownership and disposition of
our common stock applicable to beneficial owners that are non-U.S. holders
purchasing our common stock pursuant to this offering and that will hold our
common stock as a capital asset (generally, property held for investment). In
general, a "non-U.S. holder" is a beneficial owner of our common stock who is an
individual or entity other than:

o a citizen or resident of the United States;

o a corporation (including any entity taxable as a corporation) or
partnership created or organized in or under the laws of the United
States or any of its political subdivisions;

o an estate the income of which is subject to U.S. federal income
taxation regardless of its source;

o a trust if a U.S. court is able to exercise primary supervision over
administration of the trust and one or more of the individuals or
entities described above have authority to control all substantial
decisions of the trust; or

o a trust that has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a U.S. person.

This discussion is based upon the Internal Revenue Code of 1986, as
amended, U.S. Treasury regulations, Internal Revenue Service rulings and
pronouncements, judicial decisions and other applicable authorities, all as now
in effect, all of which are subject to change (possibly on a retroactive basis).
The discussion does not address aspects of U.S. federal taxation other than
income and estate taxation and does not address all aspects of U.S. federal
income and estate taxation, that may be relevant to non-U.S. holders that may be
subject to special treatment under that law, such as insurance companies,
tax-exempt organizations, financial institutions, dealers in securities or
currencies, partnerships, holders whose "functional currency" is not the U.S.
dollar, holders of securities held as part of a straddle, hedge or conversion
transaction, U.S. expatriates, controlled foreign corporations, passive foreign
investment companies or foreign personal holding companies. The discussion also
does not address U.S. state or local or foreign tax consequences. We have not
sought, and will not seek, any ruling from the Internal Revenue Service with
respect to the tax consequences discussed in this prospectus, and we cannot
assure you that the Internal Revenue Service will not take a position contrary
to the tax consequences discussed below or that any positions taken by the
Internal Revenue Service would not be sustained.

INVESTORS CONSIDERING THE PURCHASE OF OUR COMMON STOCK ARE URGED TO CONSULT
THEIR TAX ADVISORS CONCERNING THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS TO
THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE
FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL OR
FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

DIVIDENDS

Subject to the discussion below under "Income or Gains Effectively
Connected with a U.S. Trade or Business," if any dividend is paid on our common
stock, the gross amount of the dividends paid to a non-U.S. holder generally
will be subject to withholding of U.S. federal income tax at a 30% rate, or a
lower rate prescribed by an applicable tax treaty.

A non-U.S. Holder of common stock who wishes to claim the benefit of an
applicable treaty rate (and avoid backup withholding as discussed below) for
dividends, will be required to (a) complete Internal Revenue Service Form W-8BEN
(or other applicable form) and certify under penalties of perjury, that the
holder is not a U.S. person or (b) if the common stock is held through certain
foreign intermediaries, satisfy the relevant certification requirements of
applicable U.S. Treasury regulations. Special certification and other
requirements apply to certain non-U.S. Holders

S-13

that are entities rather than individuals. A non-U.S. holder that holds our
common stock through a foreign partnership or a foreign intermediary will also
be required to comply with certain certification requirements.

A non-U.S. Holder of common stock eligible for a reduced rate of U.S.
withholding tax pursuant to an income tax treaty may obtain a refund of any
excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service.

DISPOSITION OF COMMON STOCK

A non-U.S. holder generally will not be subject to U.S. federal income tax
(including by way of withholding) on gains recognized on the sale, exchange or
other disposition of our common stock unless (1) the non-U.S. holder is an
individual who is present in the United States for 183 days or more in the
taxable year of the sale, exchange or other disposition, and other required
conditions are met; or (2) the gain is effectively connected with the conduct by
the non-U.S. holder of a trade or business in the United States and, if an
applicable income tax treaty requires, is attributable to a U.S. permanent
establishment maintained by the non-U.S. holder.

Unless an applicable treaty provides otherwise, a non-U.S. holder described
in clause (1) above will be subject to a flat 30% U.S. federal income tax on the
gain realized on the sale, which may be offset by U.S. source capital losses,
subject to certain complex limitations. Gain described in clause (2) above will
be subject to the U.S. federal income tax in the manner discussed below under
"Income or Gains Effectively Connected with A U.S. Trade or Business."

INCOME OR GAINS EFFECTIVELY CONNECTED WITH A U.S. TRADE OR BUSINESS

If a non-U.S. holder is engaged in a trade or business in the United States
and if dividends on our common stock or gain realized on the sale, exchange or
other disposition of our common stock is effectively connected with the non-U.S.
holder's conduct of the trade or business (and, if an applicable tax treaty
requires, is attributable to a U.S. permanent establishment maintained by the
non-U.S. holder in the United States), the non-U.S. holder, although exempt from
withholding tax (provided that the certification requirements discussed in the
next sentence are met), will generally be subject to U.S. federal income tax on
dividends or gain on a net income basis in the same manner as if it were a U.S.
holder. The non-U.S. holder will be required, under currently effective U.S.
Treasury regulations, to provide a properly executed Internal Revenue Service
Form W-8ECI or successor form in order to claim an exemption from U.S.
withholding tax. In addition, if the non-U.S. holder is a foreign corporation,
it may be subject to a branch profits tax equal to 30% (or a lower rate provided
by an applicable U.S. income tax treaty) of a portion of its effectively
connected earnings and profits for the taxable year.

ESTATE TAX

Common stock owned, or treated as owned, by an individual non-U.S. holder
at the time of death will be includable in the individual's gross estate for
U.S. federal estate tax purposes and may be subject to U.S. federal estate tax,
unless an applicable treaty provides otherwise.

BACKUP WITHHOLDING AND INFORMATION REPORTING

A non-U.S. holder may have to comply with specific certification procedures
to establish that the holder is not a U.S. person in order to avoid backup
withholding tax requirements with respect to our payments of dividends on the
common stock. The backup withholding tax rate currently is 28%. We must report
annually to the Internal Revenue Service and to each non-U.S. holder the amount
of any dividends paid to the holder and the tax withheld with respect to these
dividends, regardless of whether any tax was actually withheld. Copies of these
information returns may also be made available under the provisions of a
specific treaty or agreement to the tax authorities of a country in which the
non-U.S. holder resides.

Information reporting and backup withholding will generally not apply to
payments of proceeds of a sale or other taxable disposition of our common stock
effected outside the United States by a foreign office of a foreign broker. Both
information reporting and backup withholding will apply, however, to payments of
proceeds of a sale or other taxable disposition of our common stock effected
outside the United States by a foreign office of a U.S. broker or a foreign
broker with certain types of relationships to the United States, unless the
broker has documentary

S-14

evidence in its records that the holder is a non-U.S. holder and certain
conditions are met, or the holder otherwise establishes an exemption. Payment of
the proceeds from a sale, exchange or other disposition by a non-U.S. holder
made by or through the U.S. office of a broker is generally subject to
information reporting and backup withholding, unless the non-U.S. holder
certifies as to its non-U.S. status under penalties of perjury or otherwise
establishes an exemption from information reporting and backup withholding.

Any amounts withheld under the backup withholding rules from a payment to a
non-U.S. holder of common stock will be allowed as a refund or credit against
that holder's U.S. federal income tax provided that the required information is
furnished to the Internal Revenue Service in a timely manner.

S-15

UNDERWRITING

The selling stockholder and Goldman, Sachs & Co. have entered into an
underwriting agreement with respect to the shares being offered. Subject to
certain conditions, Goldman, Sachs & Co. has agreed to purchase all of the
3,256,937 shares offered hereby.

Goldman, Sachs & Co. is committed to take and pay for all of the shares
being offered, if any are taken.

Goldman, Sachs & Co. proposes to offer the shares of common stock from time
to time for sale in one or more transactions in the Nasdaq National Market, in
the over-the-counter market, through negotiated transactions or otherwise at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices, subject to receipt and acceptance by it
and subject to its right to reject any order in whole or in part. In connection
with the sale of the shares of common stock offered hereby, Goldman, Sachs & Co.
may be deemed to have received compensation in the form of underwriting
discounts. Goldman, Sachs & Co. may effect these transactions by selling shares
of common stock to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from Goldman, Sachs & Co.
and/or purchasers of shares of common stock for whom they may act as agents or
to whom they may sell as principal.

In connection with the offering, Goldman, Sachs & Co. may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by Goldman, Sachs & Co. of a greater
number of shares than it is required to purchase in the offering. Goldman, Sachs
& Co. will need to close out any short sale by purchasing shares in the open
market. Goldman, Sachs & Co. is likely to create a short position if it is
concerned that there may be downward pressure on the price of the common stock
in the open market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of various bids for
or purchases of common stock made by Goldman, Sachs & Co. in the open market
prior to the completion of the offering.

Purchases to cover a short position and stabilizing transactions may have
the effect of preventing or retarding a decline in the market price of VCA
Antech, Inc.'s stock, and may stabilize, maintain or otherwise affect the market
price of the common stock. As a result, the price of the common stock may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued at any time. These
transactions may be effected on the Nasdaq National Market, in the
over-the-counter market or otherwise.

The underwriter has represented, warranted and agreed that: (i) it has not
offered or sold and, prior to the expiry of a period of six months from the
closing date, will not offer or sell any shares to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (ii) it has only communicated
or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000
(FSMA)) received by it in connection with the issue or sale of any shares in
circumstances in which section 21(1) of the FSMA does not apply to the Issuer;
and (iii) it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the shares in, from or
otherwise involving the United Kingdom.

The shares may not be offered or sold, transferred or delivered, as part of
their initial distribution or at any time thereafter, directly or indirectly, to
any individual or legal entity in the Netherlands other than to individuals or
legal entities who or which trade or invest in securities in the conduct of
their profession or trade, which includes banks, securities intermediaries,
insurance companies, pension funds, other institutional investors and commercial
enterprises which, as an ancillary activity, regularly trade or invest in
securities.

The shares may not be offered or sold by means of any document other than
to persons whose ordinary business is to buy or sell shares or debentures,
whether as principal or agent, or in circumstances which do not constitute an
offer to the public within the meaning of the Companies Ordinance (Cap. 32) of
Hong Kong, and no advertisement, invitation or document relating to the Shares
may be issued, whether in Hong Kong or elsewhere, which is directed at, or the
contents of which are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the securities laws of Hong Kong) other than
with respect to Shares which are or are

S-16

intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" within the meaning of the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this prospectus supplement and the
accompanying prospectus and any other document or material in connection with
the offer or sale, or invitation or subscription or purchase, of the securities
may not be circulated or distributed, nor may the securities be offered or sold,
or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than under circumstances
in which the offer, sale or invitation does not constitute an offer or sale, or
invitation for subscription or purchase, of the securities to the public in
Singapore.

Goldman, Sachs & Co. has acknowledged and agreed that the securities have
not been registered under the Securities and Exchange Law of Japan and are not
being offered or sold and may not be offered or sold, directly or indirectly, in
Japan or to or for the account of any resident of Japan, except (1) pursuant to
an exemption from the registration requirements of the Securities and Exchange
Law of Japan and (ii) in compliance with any other applicable requirements of
Japanese law.

VCA Antech, Inc. estimates that the total expenses of the offering, to be
paid by it, excluding underwriting discounts and commissions to be paid by the
selling stockholder, will be approximately $150,000.

VCA Antech, Inc. and the selling stockholder have agreed to indemnify
Goldman, Sachs & Co. against certain liabilities, including liabilities under
the Securities Act of 1933.

Goldman, Sachs & Co. and its affiliates have, from time to time, performed,
and may in the future perform, various financial advisory and investment banking
services for VCA Antech, Inc., for which they received or will receive customary
fees and expenses. In June 2004, an affiliate of Goldman, Sachs & Co. acted as
joint lead arranger and sole syndication agent in connection with the
refinancing of VCA Antech, Inc.'s senior credit facility. This affiliate is also
one of the lenders under VCA Antech, Inc.'s senior credit facility. In addition,
Goldman, Sachs & Co. provided consulting services in connection with the
financing of VCA Antech, Inc.'s merger with National PetCare Centers, Inc.
Goldman, Sachs & Co. received customary fees and commissions for their services.

LEGAL MATTERS

The validity of the common stock offered by this prospectus supplement will
be passed upon for us by our counsel, Akin Gump Strauss Hauer & Feld LLP, Los
Angeles, California. Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles,
California, is acting as legal counsel for the underwriter.

EXPERTS

KPMG LLP, independent auditors, have audited our consolidated financial
statements and schedules included in our Annual Report on Form 10-K for the year
ended December 31, 2003, as set forth in their report, which is incorporated by
reference in this prospectus supplement and elsewhere in the registration
statement. Our consolidated financial statements and schedules are incorporated
by reference in reliance on KPMG LLP's report, given on their authority as
experts in accounting and auditing.

S-17

$250,000,000
PLUS
3,396,937 SHARES OF COMMON STOCK
OFFERED BY THE SELLING STOCKHOLDER
VCA ANTECH, INC.

COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS

We may offer and sell, from time to time, any combination of common stock,
preferred stock, debt securities or warrants at a total offering price not to
exceed $250,000,000, in one or more classes or series, in one or more offerings
and at prices and on terms that we determine at the time of the offering. In
addition, the selling stockholder named in this prospectus may sell up to
3,396,937 shares of our common stock. Our securities covered by this prospectus
may be sold at fixed prices or prices that may be changed, at market prices
prevailing at the time of sale, at prices related to those prevailing market
prices or at negotiated prices. We will not receive any of the proceeds from the
sale of our common stock by the selling stockholder.

We will provide specific terms of the securities to be sold by us and the
methods by which we will sell them in supplements to this prospectus. You should
read this prospectus and any supplements carefully before you invest. We may
offer the securities, and the selling stockholder may offer and sell the common
stock, directly to investors or to or through agents, underwriters or dealers.
If any agents, underwriters or dealers are involved in the sale of any of our
securities, their name and any applicable purchase price, fee, commission or
discount arrangement will be set forth in the prospectus supplement.

------------------

Our common stock is quoted on The Nasdaq Stock Market's National Market under
the symbol "WOOF." The last reported sale price of our common stock on July 22,
2004 was $42.01 per share.

------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

Prospectus dated July 30, 2004.

TABLE OF CONTENTS

Prospectus Summary.....................................1
Cautionary Note Regarding Forward-Looking Statements...3
Incorporation of Certain Documents by Reference .......4
Where You Can Find More Information ...................4
Use of Proceeds........................................5
Selling Stockholder....................................5
Plan of Distribution...................................6
Description of Capital Stock...........................8
Legal Matters..........................................19
Experts................................................19

PROSPECTUS SUMMARY

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf registration process, we may offer and sell, from time to time, any
combination of common stock, preferred stock, debt securities or warrants at a
total offering price not to exceed $250,000,000, in one or more classes or
series, in one or more offerings and at prices and on terms that we determine at
the time of the offering. In addition, the selling stockholder named in this
prospectus may sell up to an aggregate of 3,396,937 shares of our common stock.
This prospectus provides you with a general description of the securities we may
offer. Each time we offer any of our securities under this prospectus, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplements may add, update or change
information contained in this prospectus. To the extent that any statement we
make in a prospectus supplement is inconsistent with statements made in this
prospectus, the statements made in this prospectus will be deemed modified or
superceded by those made in the prospectus supplement. You should read this
prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."

Unless the context otherwise requires, the terms "we," "our," "us," "the
company," "the registrant" and "VCA Antech" refer to VCA Antech, Inc. and its
consolidated subsidiaries.

VCA ANTECH, INC.

OUR BUSINESS

DIAGNOSTIC LABORATORIES

We operate the largest full-service, veterinary diagnostic laboratory
network serving all 50 states. At March 31, 2004, we operated 23 diagnostic
laboratories. Our state-of-the-art, automated diagnostic laboratories service a
diverse client base of over 14,000 clients, and non-affiliated clients generated
approximately 94% of our laboratory revenue in 2003. We connect our laboratories
to our customers with what we believe is the industry's largest transportation
network, which picks up an average of 23,000 to 28,000 requisitions daily
through an extensive network of drivers and independent couriers. In 2003, we
derived approximately 69% of our laboratory revenue from major metropolitan
areas, where we offer twice-a-day pick-up service and same-day results. In
addition, in these areas we generally offer to report results within three hours
of pick-up. Outside of these areas, we typically provide test results to
veterinarians before 8:00 a.m. the day following pick-up.

Our diagnostic spectrum includes over 300 different tests in the areas of
chemistry, pathology, endocrinology, serology, hematology and microbiology, as
well as tests specific to particular diseases. In 2003, we performed
approximately 22.5 million tests and handled roughly 8.0 million requisitions.
Although modified to address the particular requirements of the species tested,
the tests performed in our veterinary laboratories are similar to those
performed in human clinical laboratories and utilize similar laboratory
equipment and technologies.

ANIMAL HOSPITALS

At March 31, 2004, we operated 247 animal hospitals in 34 states that were
supported by over 820 veterinarians. Subsequently, on June 1, 2004, as a result
of our merger with National PetCare Centers, Inc., we acquired an additional 68
animal hospitals in 11 states. We did not previously have operations in two of
these states. With the acquisition of NPC, we employed an additional 173
veterinarians. In addition to general medical and

surgical services, we offer specialized treatments for companion animals,
including advanced diagnostic services, internal medicine, oncology,
ophthalmology, dermatology and cardiology. We also provide pharmaceutical
products for use in the delivery of treatments by our veterinarians and pet
owners. Our facilities typically are located in high-traffic, densely populated
areas and have an established reputation in the community with a stable client
base. Part of our growth strategy for our animal hospital business involves the
acquisition of high-quality practices whose value we believe we can increase by
the services and scale we can provide.

Our principal offices are located at 12401 West Olympic Boulevard, Los
Angeles, California 90064. Our telephone number is (310) 571-6500.

----------------

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under "Prospectus Summary" and elsewhere in this
prospectus are forward-looking statements. We generally identify forward-looking
statements in this prospectus using words like "believe," "intend," "expect,"
"estimate," "may," "should," "plan," "project," "contemplate," "anticipate,"
"predict" or similar expressions. These statements involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Except as
required by applicable law, including the securities laws of the United States,
and the rules and regulations of the Securities and Exchange Commission, we do
not plan to publicly update or revise any forward-looking statements after we
distribute this prospectus, whether as a result of any new information, future
events or otherwise.

Some of the information incorporated by reference into this prospectus is
based on market data and industry forecasts and projections, which we have
obtained from market research, publicly available information and industry
publications. These sources generally state that the information they provide
has been obtained from sources believed to be reliable, but that the accuracy
and completeness of this information are not guaranteed. The forecasts and
projections are based on industry surveys and the preparers' experience in the
industry and we cannot assure you that any of the projected amounts will be
achieved. Similarly, we believe that the surveys and market research others have
performed are reliable, but we have not independently verified this information.

-----------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY
SUPPLEMENT AND ANY INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR
ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY
INFORMATION THAT IS DIFFERENT. WE ARE NOT MAKING AN OFFER TO SELL THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS
CURRENT AS OF ANY DATE OTHER THAN THE DATE OF THE DOCUMENT CONTAINING THE
INFORMATION.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are incorporating by reference certain documents we file with the
Securities and Exchange Commission, which means that we can disclose important
information to you by referring you to those documents. Any information that we
reference this way is considered part of this prospectus. The information in the
documents incorporated by reference is considered to be part of this prospectus.
Information in documents that we file with the Securities and Exchange
Commission after the date of this prospectus will automatically update and
supersede information in this prospectus. We incorporate by reference the
documents listed below and any future filings we may make with the Securities
and Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus:

o Our Annual Report on Form 10-K for the fiscal year ended December 31,
2003, filed with the Securities and Exchange Commission on March 12,
2004;

o Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, filed with the Securities and Exchange
Commission on April 29, 2004;

o Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2004, filed with the Securities and Exchange Commission on May 10,
2004;

o Our Current Reports on Form 8-K filed with the Securities and Exchange
Commission on February 24, 2004, April 14, 2004, April 27, 2004, May
10, 2004, May 17, 2004, June 1, 2004, June 29, 2004, and July 17,
2004; and

o The description of our common stock contained in our Form 8-A filed
with the Securities and Exchange Commission on November 15, 2001, as
amended by our Form 8-A/A filed with the Securities and Exchange
Commission on November 16, 2001.

Information contained in this prospectus supercedes information
incorporated by reference that we have filed with the SEC prior to the date of
this prospectus, while information that we file with the SEC after the date of
this prospectus that is incorporated by reference will automatically update and
supersede this information.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission, and an amendment thereto, regarding this offering. The
registration statement of which this prospectus is a part contains additional
relevant information about us and our capital stock and you should refer to the
registration statement and its exhibits to read that information.

You may read and copy the registration statement, the related exhibits and
the other material we file with the SEC at its Public Reference Room at 450
Fifth Street, N.W., Washington D.C. 20549. Please call the Securities and
Exchange Commission at (800) SEC-0330 for further information on the operation
of the public reference rooms. The Securities and Exchange Commission also
maintains an internet site that contains reports, proxy and information
statements and other information regarding issuers that file with the Securities
and Exchange Commission. The site's address is www.sec.gov.

We also will provide to you a copy of these filings at no cost. You may
request copies of these filings by writing or telephoning us as follows: 12401
West Olympic Boulevard, Los Angeles, California 90064-1022, Attention, Chief
Financial Officer, or 310-571-6500. In addition, you may access these filings at
our website. Our website's address is http://investor.vcaantech.com. The
foregoing website references are inactive textual references only.

USE OF PROCEEDS

Unless we inform you otherwise in a prospectus supplement, we expect to use
the net proceeds from the sale of our securities from time to time:

o to finance acquisitions of other businesses;

o to reduce our indebtedness; or

o for general corporate and other purposes as our board of directors may
determine.

We may temporarily invest net proceeds from the sale of our securities in
short-term securities. We will not receive any proceeds from the sale of shares
of our common stock by the selling stockholder. All proceeds from those sales
will be for the account of the selling stockholder. See "Selling Stockholder"
and "Plan of Distribution."

SELLING STOCKHOLDER

We are registering 3,396,937 shares of common stock covered by this
prospectus for re-offers and resales by the selling stockholder named below. We
are registering these shares to permit the selling stockholder to resell the
shares when it deems appropriate. The selling stockholder may resell all, a
portion or none of its shares at any time. The selling stockholder may also
sell, transfer or otherwise dispose of some or all of its shares of our common
stock in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended. We do not know when or in what amounts the
selling stockholder may offer shares for sale under this prospectus.

The following table sets forth (i) the selling stockholder, (ii) the number
of shares of common stock that the selling stockholder beneficially owns prior
to the offering and the number of shares being registered for resale by the
selling stockholder, and (iii) the number of shares of our common stock that
will be beneficially owned by the selling stockholder upon completion of this
offering, assuming that all of the shares of common stock offered by the selling
stockholder under this prospectus have been sold. The number of shares of common
stock outstanding as of July 22, 2004 was 40,957,118.

As used in this prospectus, "selling stockholder" includes the selling
stockholder named in the table below and its transferees, pledges, donees, heirs
or other successors-in-interest selling shares received from the selling
stockholder listed below as a gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus.

NUMBER OF
SHARES OF
NUMBER OUR COMMON NUMBER OF SHARES OF OUR
OF SHARES OF OUR COMMON STOCK COMMON STOCK
STOCK BENEFICIALLY OWNED BEING BENEFICIALLY OWNED
SELLING STOCKHOLDER PRIOR TO THE OFFERING OFFERED AFTER THE OFFERING(1)
------------------- --------------------- ------- ---------------------

PERCENTAGE PERCENTAGE
NUMBER OF OF SHARES NUMBER OF OF SHARES
SHARES OUTSTANDING SHARES OUTSTANDING

Green Equity Investors III, 3,396,937 8.3% 3,396,937 -- *
L.P. (2)

* Less than 1%.

----------
(1) Assumes the sale of all shares of common stock being offered by the
selling stockholder. No estimate can be given as to the amount of
shares that will be held by the selling stockholder after completion
of this offering because the selling stockholder may offer and sell
some, all or none of its shares.

(2) The address of Green Equity Investors III, L.P. is 11111 Santa Monica
Blvd., Suite 2000, Los Angeles, CA 90025.

On September 20, 2000, we completed a leveraged recapitalization with an
entity controlled by Leonard Green & Partners, L.P. In connection with that
transaction, 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. The
management agreement provided that Leonard Green & Partners would receive an
annual fee of $2.5 million as compensation for the general services and normal
and customary fees for transaction-related services. 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.

John M. Baumer currently serves on our board of directors, and until July
2004, John G. Danhakl and Peter Nolan served on our board of directors. Messrs.
Baumer, Danhakl and Nolan are partners of Leonard Green & Partners, L.P.

PLAN OF DISTRIBUTION

We currently intend to offer and sell pursuant to one or more prospectus
supplements, from time to time, any combination of common stock, preferred
stock, debt securities or warrants at a total offering price not to exceed
$250,000,000, in one or more classes or series, in one or more underwritten or
other public offerings and at prices and on terms that we determine at the time
of the offering. In addition, the selling stockholder currently intends to offer
and sell, from time to time, the common stock in one or more underwritten or
other public offerings. However, we and/or the selling stockholder also may
offer and sell our securities, as applicable:

o through agents;

o through a block trade in which the broker or dealer engaged to handle
the block trade will attempt to sell the securities as agent, but may
position and resell a portion of the block as principal to facilitate
the transaction;

o directly to one or more purchasers (through a specific bidding or
auction process or otherwise); or

o through a combination of any of these methods of sale.

The distribution of our securities may be effected from time to time in one
or more transactions either:

o at a fixed price or prices, which may be changed;

o at market prices prevailing at the time of sale;

o at prices relating to the prevailing market prices; or

o at negotiated prices.

Offers to purchase our securities may be solicited by agents designated by
us and/or the selling stockholder from time to time. Any agent involved in the
offer or sale of our securities will be named, and any commissions payable by us
and/or the selling stockholder to the agent will be described, in the applicable
prospectus supplement. Unless otherwise indicated in the applicable prospectus
supplement, any such agent will be acting on a best efforts basis for the period
of its appointment. Any agent may be deemed to be an underwriter, as such term
is defined in the Securities Act, of the securities so offered and sold.

If we and/or the selling stockholder offer and sell our securities through
an underwriter or underwriters, we and/or the selling stockholder will execute
an underwriting agreement with the underwriter or underwriters. The names of the
specific managing underwriter or underwriters, as well as any other
underwriters, and the terms of the transactions, including compensation of the
underwriters and dealers, which may be in the form of discounts, concessions or
commissions, if any, will be described in the applicable prospectus supplement,
which will be used by the underwriters to make resales of our securities. That
prospectus supplement and this prospectus will be used by the underwriters to
make resales of our securities. If underwriters are used in the sale of any of
our securities in connection with this prospectus, those securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at fixed
public offering prices or at varying prices determined by the underwriters and
us and/or the selling stockholder at the time of sale. Our securities may be
offered to the public either through underwriting syndicates represented by
managing underwriters or directly by one or more underwriters. If any
underwriter or underwriters are used in the sale of our securities, unless
otherwise indicated in a related prospectus supplement, the underwriting
agreement will provide that the obligations of the underwriters are subject to
some conditions precedent and that with respect to a sale of our securities the
underwriters will be obligated to purchase all such securities if any are
purchased.

If any underwriters are involved in the offer and sale, they will be
permitted to engage in transactions that maintain or otherwise affect the price
of the common stock or other securities of ours. These transactions may include
over-allotment transactions, purchases to cover short positions created by the
underwriter in connection with the offering and the imposition of penalty bids.
If an underwriter creates a short position in the common stock in connection
with the offering, i.e., if it sells more shares of common stock than set forth
on the cover page of the applicable prospectus supplement, the underwriter may
reduce that short position by purchasing common stock in the open market. In
general, purchases of common stock to reduce a short position could cause the
price of the common stock to be higher than it might be in the absence of such
purchases. As noted above, underwriters may also choose to impose penalty bids
on other underwriters and/or selling group members. This means that if
underwriters purchase common stock on the open market to reduce their short
position or to stabilize the price of the common stock, they may reclaim the
amount of the selling concession from those underwriters and/or selling group
members who sold such common stock as part of the offering.

If we and/or the selling stockholder offer and sell our securities through
a dealer, we, the selling stockholder or an underwriter will sell our securities
to the dealer, as principal. The dealer may then resell our securities to the
public at varying prices to be determined by the dealer at the time of resale.
Any such dealer may be deemed to be an underwriter, as such term is defined in
the Securities Act, of our securities so offered and sold. The name of the
dealer and the terms of the transactions will be set forth in the applicable
prospectus supplement.

We and/or the selling stockholder may solicit offers to purchase our
securities directly and we and/or the selling stockholder may sell our
securities directly to institutional or other investors, who may be deemed to be
an underwriter within the meaning of the Securities Act with respect to any
resales of those securities. The terms of these sales, including the terms of
any bidding or auction process, if utilized, will be described in the applicable
prospectus supplement.

We and/or the selling stockholder may enter into agreements with agents,
underwriters and dealers under which we and/or the selling stockholder may agree
to indemnify the agents, underwriters and dealers against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
they may be required to make with respect to these liabilities. The terms and
conditions of this indemnification or contribution will be described in the
applicable prospectus supplement. Some of the agents, underwriters or dealers,
or their affiliates may be customers of, engage in transactions with or perform
services for us and/or the selling stockholder in the ordinary course of
business.

We and/or the selling stockholder may authorize our respective agents or
underwriters to solicit offers to purchase our securities at the public offering
price under delayed delivery contracts. The terms of these delayed delivery
contracts, including when payment for and delivery of our securities sold will
be made under the contracts and any conditions to each party's performance set
forth in the contracts, will be described in the applicable prospectus
supplement. The compensation received by underwriters or agents soliciting
purchases of our securities under delayed delivery contracts will also be
described in the applicable prospectus supplement.

From time to time, the selling stockholder may pledge or grant a security
interest in some or all of our shares of common stock owned by it. If the
selling stockholder defaults in the performance of its secured obligations, the
pledgees or secured parties may offer and sell such common stock from time to
time by this prospectus. The selling stockholder also may transfer and donate
our common stock owned by it in other circumstances. The number of shares of our
common stock beneficially owned by selling stockholder will decrease as and when
the selling stockholder transfers or donates its shares of our common stock or
defaults in performing obligations secured by its shares of our common stock.
The plan of distribution for the securities offered and sold under this
prospectus will otherwise remain unchanged, except that the transferees, donees,
pledgees, other secured parties or other successors in interest will be the
selling stockholder for purposes of this prospectus.

Unless we specify otherwise in the related prospectus supplement, each
series of securities offered by us will be a new issue with no established
trading market, other than our common shares which are listed on the Nasdaq
National Market. If we sell any common shares pursuant to a prospectus
supplement, the shares will be listed on the Nasdaq National Market subject to
official notice of issuance. We may elect to list any series of securities on
any exchange, but will not be obligated to do so and may discontinue any market
making at any time without notice. Therefore there may not be a liquid market
for the securities.

Any underwritten offering in which members of the National Association of
Securities Dealers, Inc., or NASD, act as underwriters will be made in
compliance with NASD Conduct Rules 2710 (Corporate Financing Rule) and 2720
(Distribution of Securities of Members and Affiliates). Pursuant to these rules,
underwriting compensation, as defined in the applicable NASD Conduct Rules, will
not exceed 8% in connection with the offering.

DESCRIPTION OF CAPITAL STOCK

This prospectus contains a summary of the material terms of our capital
stock, including our common stock, preferred stock, debt securities and
warrants. The following description of our capital stock is subject to, and
qualified in its entirety by, our certificate of incorporation and bylaws, which
are included as exhibits to our reports that are incorporated by reference into
the registration statement that includes this prospectus, and by the provisions
of applicable Delaware law.

Our authorized capital stock consists of 175,000,000 shares of common
stock, par value $0.001 per share, and 11,000,000 shares of preferred stock, par
value $0.001 per share. As of July 22, 2004, 40,957,118 shares of our common
stock are outstanding and held of record by approximately 65 holders of record
and no shares of our preferred stock are outstanding. We do not have outstanding
warrants. A discussion of our outstanding debt arrangements is included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed
with the Securities and Exchange Commission on March 12, 2004, our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2004, filed with the
Securities and Exchange Commission on May 10, 2004, and our Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 1, 2004, all
of which have been incorporate herein by reference.

COMMON STOCK

VOTING RIGHTS. The holders of common stock are entitled to one vote per
share on all matters submitted to a vote of our stockholders. The common stock
does not have cumulative voting rights.

DIVIDENDS. Subject to preferences that may be applicable to any preferred
stock outstanding at the time, the holders of outstanding shares of common stock
are entitled to receive ratably any dividends out of assets legally available
therefor as our board of directors may from time to time determine.

Our senior credit facility and the indenture governing our outstanding
senior subordinated notes place limitations on our ability to pay dividends or
make other distributions in respect of our common stock. Any future
determination as to the payment of dividends on our common stock will be
restricted by these limitations, will be at the discretion of our board of
directors and will depend on our results of operations, financial condition,
capital

requirements and other factors deemed relevant by the board of directors,
including the General Corporation Law of the State of Delaware, which provides
that dividends are only payable out of surplus or current net profits.

LIQUIDATION AND DISSOLUTION. Upon our liquidation, dissolution or winding
up, holders of our common stock are entitled to share ratably in all assets
remaining after payment of all liabilities and the liquidation preference of any
then outstanding shares of preferred stock.

NO PREEMPTIVE OR SIMILAR RIGHTS. Holders of our common stock have no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock.

Holders of shares of the common stock are not required to make additional
capital contributions. All outstanding shares of common stock are fully paid and
nonassessable.

REGISTRATION RIGHTS. Certain holders of shares of our common stock are
entitled to certain rights with respect to registration of those shares under
the Securities Act of 1933. If we propose to register any of our securities
under the Securities Act of 1933, either for our own account or for the account
of others, the holders of these shares are entitled to notice of the
registration and are entitled to include, at our expense, their shares of common
stock in the registration and any related underwriting, provided, among other
conditions, that the underwriters, if any, may limit the number of shares to be
included in the registration. In addition, the holders of these shares may
require us, at our expense and subject to certain limitations, to file a
registration statement under the Securities Act of 1933 with respect to their
shares of common stock, and we will be required to use our best efforts to
effect the registration.

PREFERRED STOCK

The following description of our preferred stock, together with the
additional information we include in any prospectus supplements, summarizes the
material terms and provisions of the preferred stock that we may offer under
this prospectus. For the complete terms of our preferred stock, please refer to
our certificate of incorporation and bylaws that are filed as exhibits to our
reports incorporated by reference into the registration statement that includes
this prospectus. The General Corporation Law of Delaware, as amended, also may
affect the terms of our common stock.

We are authorized to issue 11,000,000 shares of preferred stock, par value
$0.001 per shares. Our board of directors has the authority, without any further
vote or action by the stockholders, to issue the preferred stock in one or more
series and to fix the number of shares, designations, relative rights (including
voting rights), preferences and limitations of such series to the full extent
now or hereafter permitted by applicable Delaware law. The rights, preferences,
privileges and restrictions of the preferred stock, may include:

o dividend rights;

o conversion rights;

o voting rights;

o redemption rights and terms of redemption; and

o liquidation preferences.

Our board of directors may fix the number of shares constituting any series
and the designations of these series.

The rights, preferences, privileges and restrictions of the preferred stock
of each series will be fixed by a certificate of designations relating to each
series. The prospectus supplement relating to each series will specify the terms
of the preferred stock, including:

o the maximum number of shares in the series and the distinctive
designation;

o the terms on which dividends will be paid, if any;

o the terms on which the shares may be redeemed, if at all;

o the liquidation preference, if any;

o the terms of any retirement or sinking fund for the purchase or
redemption of the shares of the series;

o the terms and conditions, if any, on which the shares of the series
will be convertible into, or exchangeable for, shares of any other
class or classes of capital stock;

o the voting rights, if any, on the shares of the series; and

o any or all other preferences and relative, participating, operational
or other special rights or qualifications, limitations or restrictions
of the shares.

We will describe the specific terms of a particular series of preferred
stock in the prospectus supplement relating to that series. The description of
preferred stock above and the description of the terms of a particular series of
preferred stock in the prospectus supplement are not complete. You should refer
to the applicable certificate of designations for complete information. The
prospectus supplement also will contain a description of U.S. federal income tax
consequences relating to the preferred stock, if material.

VOTING RIGHTS. The General Corporation Law of Delaware provides that the
holders of preferred stock will have the right to vote separately as a class on
any proposal involving fundamental changes in the rights of holders of that
preferred stock. This right is in addition to any voting rights that may be
provided for in the applicable certificate of designations.

OTHER. Our issuance of preferred stock may have the effect of delaying or
preventing a change in control. Our issuance of preferred stock could decrease
the amount of earnings and assets available for distribution to the holders of
common stock or other preferred stock or could adversely affect the rights and
powers, including voting rights, of the holders of common stock or other
preferred stock. The issuance of preferred stock could have the effect of
decreasing the market price of our common stock.

TRANSFER AGENT AND REGISTRAR. The transfer agent and registrar for the
preferred stock will be set forth in the applicable prospectus supplement.

DEBT SECURITIES

We may offer any combination of senior debt securities or subordinated debt
securities, subject to the terms of our existing debt arrangements. We may issue
the senior debt securities and the subordinated debt securities under separate
indentures between us, as issuer, and the trustee or trustees identified in a
prospectus supplement. Further information regarding the trustee may be provided
in the prospectus supplement. The form for each type of indenture will be filed
as an exhibit to the registration statement of which this prospectus is a part.

Our currently outstanding debt arrangements, a description of which has
previously been incorporated herein by reference, require us to maintain certain
financial ratios and contain certain restrictions on our ability to incur
additional debt. We may be restricted from issuing debt securities without
waiver of these restrictions by our lenders. If we offer debt securities under
this prospectus, the applicable prospectus supplement will update the
information in this paragraph regarding our other outstanding indebtedness.

The prospectus supplement will describe the particular terms of any debt
securities we may offer and may supplement and/or supercede the terms summarized
below. The following summaries of the debt securities and the indentures are not
complete. We urge you to read the indentures to be filed as exhibits to the
registration statement and the description of the additional terms of the debt
securities included in the prospectus supplement.

GENERAL

Within the total dollar amount of this shelf registration statement and
subject to the terms of our existing debt arrangements, we may issue debt
securities in separate series. We may specify a maximum aggregate principal
amount for the debt securities of any series. The debt securities will have
terms that are consistent with the indentures. Senior debt securities will be
unsecured and unsubordinated obligations and will rank equal with all our other
unsecured and unsubordinated debt. Subordinated debt securities will be paid
only if all payments due under our senior indebtedness, including any
outstanding senior debt securities, have been made.

The prospectus supplement will describe the debt securities and the price
or prices at which we will offer the debt securities. The description will
include:

o the title and form of the debt securities;

o any limit on the aggregate principal amount of the debt securities or
the series of which they are a part;

o the person to whom any interest on a debt security of the series will
be paid;

o the date or dates on which we must repay the principal;

o the rate or rates at which the debt securities will bear interest;

o if any, the date or dates from which interest will accrue, and the
dates on which we must pay interest;

o the place or places where we must pay the principal and any premium or
interest on the debt securities;

o the terms and conditions on which we may redeem any debt security, if
at all;

o any obligation to redeem or purchase any debt securities, and the
terms and conditions on which we must do so;

o the denominations in which we may issue the debt securities;

o the manner in which we will determine the amount of principal of or
any premium or interest on the debt securities;

o the currency in which we will pay the principal of and any premium or
interest on the debt securities;

o the principal amount of the debt securities that we will pay upon
declaration of acceleration of their maturity;

o the amount that will be deemed to be the principal amount for any
purpose, including the principal amount that will be due and payable
upon any maturity or that will be deemed to be outstanding as of any
date;

o if applicable, that the debt securities are defeasible and the terms
of such defeasance;

o if applicable, the terms of any right to convert debt securities into,
or exchange debt securities for, shares of common stock or other
securities or property;

o whether we will issue the debt securities in the form of one or more
global securities and, if so, the respective depositaries for the
global securities and the terms of the global securities;

o the subordination provisions that will apply to any subordinated debt
securities;

o the events of default applicable to the debt securities and the right
of the trustee or the holders to declare the principal amount of any
of the debt securities due and payable;

o the affirmative and negative covenants contained in the indentures;
and

o any other terms of the debt securities not inconsistent with the
applicable indentures.

We may sell the debt securities at a substantial discount below their
stated principal amount. We will describe U.S. federal income tax
considerations, if any, applicable to debt securities sold at an original issue
discount in the prospectus supplement. An "original issue discount security" is
any debt security sold for less than its face value, and which provides that the
holder cannot receive the full face value if maturity is accelerated. The
prospectus supplement relating to any original issue discount securities will
describe the particular provisions relating to acceleration of the maturity upon
the occurrence of an event of default. In addition, we will describe U.S.
federal income tax or other considerations applicable to any debt securities
that are denominated in a currency or unit other than U.S. dollars in the
prospectus supplement.

CONVERSION AND EXCHANGE RIGHTS

The prospectus supplement will describe, if applicable, the terms on which
you may convert debt securities into or exchange them for common stock or other
securities or property. The conversion or exchange may be mandatory or may be at
your option. The prospectus supplement will describe how the number of shares of
common stock or other securities or property to be received upon conversion or
exchange would be calculated.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

The indebtedness underlying the subordinated debt securities will be
payable only if all payments due under our senior indebtedness, including any
outstanding senior debt securities, have been made. If we distribute our assets
to creditors upon any dissolution, winding-up, liquidation or reorganization or
in bankruptcy, insolvency, receivership or similar proceedings, we must first
pay all amounts due or to become due on all senior indebtedness before we pay
the principal of, or any premium or interest on, the subordinated debt
securities. In the event the subordinated debt securities are accelerated
because of an event of default, we may not make any payment on the subordinated
debt securities until we have paid all senior indebtedness or the acceleration
is rescinded.

If we experience a bankruptcy, dissolution or reorganization, holders of
senior indebtedness may receive more, ratably, and holders of subordinated debt
securities may receive less, ratably, than our other creditors. The indenture
for subordinated debt securities may not limit our ability to incur additional
senior indebtedness.

FORM, EXCHANGE AND TRANSFER

We will issue debt securities only in fully registered form, without
coupons, and only in specified denominations and integral multiples thereof. The
holder of a debt security may elect, subject to the terms of the indentures and
the limitations applicable to global securities, to exchange them for other debt
securities of the same series of any authorized denomination and of similar
terms and aggregate principal amount.

Holders of debt securities may present them for exchange as provided above
or for registration of transfer, duly endorsed or with the form of transfer duly
executed, at the office of the transfer agent we designate for that purpose. We
will not impose a service charge for any registration of transfer or exchange of
debt securities, but we may require a payment sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange.
We will name the transfer agent in the prospectus supplement. We may designate
additional transfer agents or rescind the designation of any transfer agent or
approve a change in the office through which any transfer agent acts, but we
must maintain a transfer agent in each place where we will make payment on debt
securities.

If we redeem the debt securities, we will not be required to issue,
register the transfer of or exchange any debt security during a specified period
prior to mailing a notice of redemption. We are not required to register the
transfer of or exchange of any debt security selected for redemption, except the
unredeemed portion of the debt security being redeemed.

GLOBAL SECURITIES

The debt securities may be represented, in whole or in part, by one or more
global securities that will have an aggregate principal amount equal to that of
all debt securities of that series. Each global security will be registered in
the name of a depositary identified in the prospectus supplement. We will
deposit the global security with the depositary or a custodian, and the global
security will bear a legend regarding the restrictions on exchanges and
registration of transfer.

No global security may be exchanged in whole or in part for debt securities
registered, and no transfer of a global security in whole or in part may be
registered, in the name of any person other than the depositary or any nominee
or successor of the depositary unless:

o the depositary is unwilling or unable to continue as depositary; or

o the depositary is no longer in good standing under the Exchange Act or
other applicable statute or regulation.

The depositary will determine how all securities issued in exchange for a
global security will be registered.

As long as the depositary or its nominee is the registered holder of a
global security, we will consider the depositary or the nominee to be the sole
owner and holder of the global security and the underlying debt securities.
Except as stated above, owners of beneficial interests in a global security will
not be entitled to have the global security or any debt security registered in
their names, will not receive physical delivery of certificated debt securities
and will not be considered to be the owners or holders of the global security or
underlying debt securities. We will make all payments of principal, premium and
interest on a global security to the depositary or its nominee. The laws of some
jurisdictions require that some purchasers of securities take physical delivery
of such securities in definitive form. These laws may prevent you from
transferring your beneficial interests in a global security.

Only institutions that have accounts with the depositary or its nominee and
persons that hold beneficial interests through the depositary or its nominee may
own beneficial interests in a global security. The depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of debt securities represented by the global security to the accounts of
its participants. Ownership of beneficial interests in a global security will be
shown only on, and the transfer of those ownership interests will be effected
only through, records maintained by the depositary or any such participant.

The policies and procedures of the depositary may govern payments,
transfers, exchanges and others matters relating to beneficial interests in a
global security. We and the trustee will assume no responsibility or liability
for any aspect of the depositary's or any participant's records relating to, or
for payments made on account of, beneficial interests in a global security.

PAYMENT AND PAYING AGENTS

We will pay principal and any premium or interest on a debt security to the
person in whose name the debt security is registered at the close of business on
the regular record date for such interest.

We will pay principal and any premium or interest on the debt securities at
the office of our designated paying agent. Unless the prospectus supplement
indicates otherwise, the corporate trust office of the trustee will be the
paying agent for the debt securities.

Any other paying agents we designate for the debt securities of a
particular series will be named in the prospectus supplement. We may designate
additional paying agents, rescind the designation of any paying agent or

approve a change in the office through which any paying agent acts, but we must
maintain a paying agent in each place of payment for the debt securities.

The paying agent will return to us all money we pay to it for the payment
of the principal, premium or interest on any debt security that remains
unclaimed for a specified period. Thereafter, the holder may look only to us for
payment, as an unsecured general creditor.

CONSOLIDATION, MERGER AND SALE OF ASSETS

Unless we indicate otherwise in a prospectus supplement, each indenture
will provide that, so long as any securities remain outstanding, we may not
consolidate or enter into a share exchange with or merge into any other person,
in a transaction in which we are not the surviving corporation, or sell, convey,
transfer or lease our properties and assets substantially as an entirety to any
person, unless:

o the successor assumes our obligations under the debt securities and
the indenture; and

o we meet the other conditions described in the indenture.

EVENTS OF DEFAULT

Unless we indicate otherwise in a prospectus supplement, events of default
under each indenture will include the following:

o failure to pay the principal of or any premium on any debt security
when due;

o failure to pay any interest on any debt security when due, for more
than a specified number of days past the due date;

o failure to deposit any sinking fund payment when due;

o failure to perform any covenant or agreement in the indenture that
continues for a specified number of days after written notice has been
given by the trustee or the holders of a specified percentage in
aggregate principal amount of the debt securities of that series;

o events of bankruptcy, insolvency or reorganization; and

o any other event of default specified in the prospectus supplement.

If an event of default occurs and continues, both the trustee and holders
of a specified percentage in aggregate principal amount of the outstanding
securities of that series may declare the principal amount of the debt
securities of that series to be immediately due and payable. The holders of a
specified percentage in aggregate principal amount of the outstanding securities
of that series may rescind and annul the acceleration if all events of default,
other than the nonpayment of accelerated principal, have been cured or waived.

Except for its duties in case of an event of default, the trustee will not
be obligated to exercise any of its rights or powers at the request or direction
of any of the holders, unless the holders have offered the trustee reasonable
indemnity. If they provide this indemnification, the holders of a specified
percentage in aggregate principal amount of the outstanding securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee or exercising any trust or power conferred
on the trustee with respect to the debt securities of that series.

No holder of a debt security of any series may institute any proceeding
with respect to the indentures, or for the appointment of a receiver or a
trustee, or for any other remedy, unless:

o the holder has previously given the trustee written notice of a
continuing event of default;

o the holders of a specified percentage in aggregate principal amount of
the outstanding securities of that series have made a written request
upon the trustee, and have offered reasonable indemnity to the
trustee, to institute the proceeding;

o the trustee has failed to institute the proceeding for a specified
period of time after its receipt of the notification; and

o the trustee has not received a direction inconsistent with the request
within a specified number of days from the holders of a specified
percentage in aggregate principal amount of the outstanding securities
of that series.

MODIFICATION AND WAIVER

We and the trustee may change an indenture without the consent of any
holders with respect to specific matters, including:

o to fix any ambiguity, defect or inconsistency in the indenture; and

o to change anything that does not materially adversely affect the
interests of any holder of debt securities of any series.

In addition, under the indentures, the rights of holders of a series of
notes may be changed by us and the trustee with the written consent of the
holders of at least a specified percentage in aggregate principal amount of the
outstanding debt securities of each series that is affected. These changes may
include:

o extending the fixed maturity of the series of notes;

o reducing the principal amount, reducing the rate of or extending the
time of payment of interest, or any premium payable upon the
redemption, of any debt securities; or

o reducing the percentage of debt securities the holders of which are
required to consent to any amendment.

The holders of a specified percentage in principal amount of the
outstanding debt securities of any series may waive any past default under the
indenture with respect to debt securities of that series, except a default in
the payment of principal, premium or interest on any debt security of that
series or in respect of a covenant or provision of the indenture that cannot be
amended without each holder's consent.

Except in limited circumstances, we may set any day as a record date for
the purpose of determining the holders of outstanding debt securities of any
series entitled to give or take any direction, notice, consent, waiver or other
action under the indentures. In limited circumstances, the trustee may set a
record date. To be effective, the action must be taken by holders of the
requisite principal amount of such debt securities within a specified period
following the record date.

DEFEASANCE

To the extent stated in the prospectus supplement, we may elect to apply
the provisions in the indentures relating to defeasance and discharge of
indebtedness, or to defeasance of restrictive covenants, to the debt securities
of any series. The indentures may provide that, upon satisfaction of the
requirements described below, we may terminate all of our obligations under the
debt securities of any series and the applicable indenture, known as legal
defeasance, other than our obligation:

o to maintain a registrar and paying agents and hold monies for payment
in trust;

o to register the transfer or exchange of the notes; and

o to replace mutilated, destroyed, lost or stolen notes.

In addition, we may terminate our obligation to comply with any restrictive
covenants under the debt securities of any series or the applicable indenture,
known as covenant defeasance.

We may exercise our legal defeasance option even if we have previously
exercised our covenant defeasance option. If we exercise either defeasance
option, payment of the notes may not be accelerated because of the occurrence of
events of default.

To exercise either defeasance option as to debt securities of any series,
we must irrevocably deposit in trust with the trustee money and/or obligations
backed by the full faith and credit of the United States that will provide money
in an amount sufficient in the written opinion of a nationally recognized firm
of independent public accountants to pay the principal of, premium, if any, and
each installment of interest on the debt securities. We may only establish this
trust if, among other things:

o no event of default shall have occurred or be continuing;

o in the case of legal defeasance, we have delivered to the trustee an
opinion of counsel to the effect that we have received from, or there
has been published by, the Internal Revenue Service a ruling or there
has been a change in law, which in the opinion of our counsel,
provides that holders of the debt securities will not recognize gain
or loss for federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not
occurred;

o in the case of covenant defeasance, we have delivered to the trustee
an opinion of counsel to the effect that the holders of the debt
securities will not recognize gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and
will be subject to federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred; and

o we satisfy other customary conditions precedent described in the
applicable indenture.

NOTICES

We will mail notices to holders of debt securities as indicated in the
prospectus supplement.

TITLE

We may treat the person in whose name a debt security is registered as the
absolute owner for the purpose of making payment and for all other purposes.

GOVERNING LAW

The indentures and the debt securities will be governed by and construed in
accordance with the laws of the state of New York.

WARRANTS

The following description, together with the additional information we may
include in any applicable prospectus supplements, summarizes the material terms
and provisions of the warrants that we may offer under this prospectus and the
related warrant agreements and warrant certificates. While the terms summarized
below will apply generally to any warrants we may offer, we will describe the
particular terms of any series of warrants in more detail in the applicable
prospectus supplement.

We may issue, together with other securities or separately, warrants to
purchase our securities. We may issue the warrants under warrant agreements to
be entered into between us and a bank or trust company, as warrant

agent, all as shall be set forth in the applicable prospectus supplement. The
warrant agent will act solely as our agent in connection with the warrants of
the series being offered and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of warrants.

The applicable prospectus supplement will describe the following terms,
where applicable, of warrants in respect of which this prospectus is being
delivered:

o the title of the warrants;

o the designation, amount and terms of the securities for which the
warrants are exercisable and the procedures and conditions relating to
the exercise of such warrants;

o the designation and terms of the other securities, if any, with which
the warrants are to be issued and the number of warrants issued with
each such security;

o the price or prices at which the warrants will be issued;

o the aggregate number of warrants;

o any provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of the
warrants;

o the price or prices at which the securities purchasable upon exercise
of the warrants may be purchased;

o if applicable, the date on and after which the warrants and the
securities purchasable upon exercise of the warrants will be
separately transferable;

o if applicable, a discussion of the material U.S. federal income tax
considerations applicable to the exercise of the warrants;

o any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants;

o the date on which the right to exercise the warrants shall commence,
and the date on which the right shall expire;

o the maximum or minimum number of warrants which may be exercised at
any time; and

o information with respect to book-entry procedures, if any.

Before exercising their warrants, holders of warrants will not have any of
the rights of holders of the securities purchasable upon such exercise,
including the right to receive dividends, if any, or payments upon our
liquidation, dissolution or winding up or to exercise voting rights, if any.

EXERCISE OF WARRANTS

Each warrant will entitle the holder thereof to purchase for cash the
amount of securities at the exercise price as shall in each case be set forth
in, or be determinable as set forth in, the applicable prospectus supplement.
Warrants may be exercised at any time up to the close of business on the
expiration date set forth in the applicable prospectus supplement. After the
close of business on the expiration date, unexercised warrants will become void.

Warrants may be exercised as set forth in the applicable prospectus
supplement relating to the warrants offered thereby. Upon receipt of payment and
the warrant certificate properly completed and duly executed at the corporate
trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement, we

will, as soon as practicable, forward the purchased securities. If less than all
of the warrants represented by the warrant certificate are exercised, a new
warrant certificate will be issued for the remaining warrants.

ENFORCEABILITY OF RIGHTS OF HOLDERS OF WARRANTS

Each warrant agent will act solely as our agent under the applicable
warrant agreement and will not assume any obligation or relationship of agency
or trust with any holder of any warrant. A single bank or trust company may act
as a warrant agent for more than one issue of warrants. A warrant agent will
have no duty or responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility to initiate
any proceedings at law or otherwise, or to make any demand upon us. Any holder
of a warrant may, without the consent of the related warrant agent or the holder
of any other warrant, enforce by appropriate legal action its right to exercise,
and receive the securities purchasable upon exercise of, that holder's warrants.

ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW

We are subject to Section 203 of the Delaware General Corporation Law.
Section 203 provides that specified persons who, together with affiliates and
associates, own, or within three years did own, 15% or more of the outstanding
voting stock of a corporation cannot engage in specified business combinations
with the corporation for a period of three years after the date on which the
person became an interested stockholder, unless:

o prior to the date, our board of directors approved either the business
combination or the transaction that resulted in the stockholder
becoming an interested stockholder;

o upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned
at least 85% of our voting stock of the corporation outstanding at the
time the transaction commenced, excluding those shares owned by
persons who are directors and also officers, and employee stock plans
in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or

o on or subsequent to the date, the business combination is approved by
the board of directors and authorized at an annual or special meeting
of stockholders, and not by written consent, by the affirmative vote
of at least two-thirds of the outstanding voting stock that is not
owned by the interested stockholder.

Section 203 defines "business combination" to include:

o any merger or consolidation involving the corporation and the
interested stockholder;

o any sale, transfer, pledge or other disposition involving the
interested stockholder of 10% or more of the assets of the
corporation;

o subject to exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the
interested stockholder; or

o the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by
or through the corporation.

ANTI-TAKEOVER PROVISIONS OF OUR CHARTER

Our bylaws provide that candidates for director may be nominated only by
the board of directors or by a stockholder who gives written notice to us
generally not less than 60 days nor more than 90 days prior to the annual
meeting of stockholders. The board of directors may consist of one or more
members to be determined from time to time by the board of directors. The board
of directors currently consists of five members divided into three different
classes. As a result, only one class of directors will be elected at each annual
meeting of our stockholders, with the

other classes continuing for the remainder of their respective terms. Between
stockholder meetings, the board of directors may appoint new directors to fill
vacancies or newly created directorships.

Our certificate of incorporation requires that any action required or
permitted to be taken by our stockholders must be effected at a duly called
annual or special meeting of stockholders and may not be effected by a consent
in writing. Our certificate of incorporation also provides that the authorized
number of directors may be changed only by resolution of the board of directors.
Delaware law and these charter provisions may have the effect of deterring
hostile takeovers or delaying changes in control of our management, which could
depress the market price of our common stock.

INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY

Our certificate of incorporation and bylaws allow us to eliminate the
personal liability of our directors and to indemnify directors and officers to
the fullest extent permitted by the Delaware General Corporation law.

We also entered into indemnity agreements with each of our directors and
officers, which provide for mandatory indemnity of an officer or director made
party to a "proceeding" by reason of the fact that he or she is or was a
director of ours, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to our best interests. These
agreements also obligate us to advance expenses to a director provided that he
or she will repay advanced expenses in the event he or she is not entitled to
indemnification. Directors are also entitled to partial indemnification, and
indemnification for expenses incurred as a result of acting at our request as a
director, officer or agent of an employee benefit plan or other partnership,
corporation, joint venture, trust or other enterprise owned or controlled by us.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the above statutory provisions or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission that indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is U.S. Stock
Transfer Corporation.

LISTING

Our common stock is quoted on The Nasdaq Stock Market's National Market
under the symbol "WOOF."

LEGAL MATTERS

The validity of our securities will be passed upon for us by our legal
counsel, Akin Gump Strauss Hauer & Feld LLP, Los Angeles, California.

EXPERTS

The consolidated financial statements and schedules of VCA Antech, Inc. as
of December 31, 2003 and 2002, and for each of the years in the three-year
period ended December 31, 2003, have been incorporated by reference herein and
in the registration statement in reliance upon the report of KPMG LLP,
independent accountants, also incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The audit report
covering the December 31, 2003 consolidated financial statements refers to the
adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets," on January 1, 2002, and Financial Accounting Standards
Board Interpretation No. 46R, "Consolidation of Variable Interest Entities," as
of December 31, 2003.

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No dealer, salesperson or other person is authorized to give any information or
to represent anything not contained in this prospectus supplement or the
accompanying prospectus. You must not rely on any unauthorized information or
representations. This prospectus supplement is an offer to sell only the shares
offered hereby, but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in this prospectus supplement and the
accompanying prospectus is current only as of its date.

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TABLE OF CONTENTS

Prospectus Supplement

PAGE
----
About This Prospectus.......................................................S-ii
Forward-Looking Information.................................................S-ii
VCA Antech, Inc..............................................................S-1
The Offering.................................................................S-6
Use of Proceeds..............................................................S-6
Risk Factors.................................................................S-7
Common Stock Price Range and Dividends......................................S-12
Selling Stockholder.........................................................S-12
Material U.S. Federal Tax Consequences
to Non-U.S. Holders.........................................................S-13
Underwriting................................................................S-16
Legal Matters...............................................................S-17
Experts.....................................................................S-17

Prospectus

Prospectus Summary.............................................................1
Cautionary Note Regarding Forward-Looking
Statements.....................................................................3
Incorporation of Certain Documents by
Reference......................................................................4
Where You Can Find More Information............................................4
Use of Proceeds................................................................5
Selling Stockholder............................................................5
Plan of Distribution...........................................................6
Description of Capital Stock...................................................8
Legal Matters.................................................................19
Experts.......................................................................19

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3,256,937 Shares

VCA ANTECH, INC.

Common Stock

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PROSPECTUS SUPPLEMENT

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GOLDMAN, SACHS & CO.