<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended June 30, 1999

                                       OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 1-10787

                       VETERINARY CENTERS OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
       <S>                                           <C>
                 DELAWARE                                 95-4097995
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification No.)
</TABLE>

                      3420 OCEAN PARK BOULEVARD, SUITE 1000
                         SANTA MONICA, CALIFORNIA 90405
                    (Address of principal executive offices)

                                 (310) 392-9599
              (Registrant's telephone number, including area code)

                                      NONE
      (Former name, address and fiscal year, if changed since last report)

           Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                     YES  [X]                      NO  [ ]

           State the number of shares outstanding of each of the issuer's class
of common stock as of the latest practicable date: Common Stock, $.001 Par Value
21,580,172 shares as of August 6, 1999.


<PAGE>   2

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

              VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    AS OF JUNE 30, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)
                        (IN THOUSANDS, EXCEPT PAR VALUE)


<TABLE>
<CAPTION>
                                                                                            June 30,     December 31,
                                                                                              1999          1998
                                                                                            --------     ------------
<S>                                                                                          <C>            <C>
ASSETS
  Current assets:
     Cash and equivalents ...............................................................    $13,879        $8,977
     Marketable securities ..............................................................     23,576        33,358
     Trade accounts receivable, less allowance for uncollectible accounts of
        $7,567 and $6,532 at June 30 and December 31, respectively.......................     15,188        11,436
     Inventory, prepaid expenses and other ..............................................      8,516         7,897
     Deferred income taxes ..............................................................      4,111         4,111
     Prepaid income taxes ...............................................................         --         5,040
                                                                                            --------      --------
         Total current assets ...........................................................     65,270        70,819
  Property and equipment, net ...........................................................     59,710        50,140
  Goodwill and covenants not to compete, net ............................................    288,052       261,227
  Other assets ..........................................................................     10,723        10,697
                                                                                            --------      --------
                                                                                            $423,755      $392,883
                                                                                            ========      ========


LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities:
     Current portion of long-term obligations ...........................................    $18,049       $17,431
     Accounts payable ...................................................................      7,518         5,208
     Other accrued liabilities ..........................................................     22,875        16,707
                                                                                            --------      --------
         Total current liabilities ......................................................     48,442        39,346
  Long-term obligations, less current portion ...........................................    143,955       142,356
  Deferred income taxes .................................................................      5,800         5,800
  Minority interest .....................................................................      3,033         2,696
  Commitments and contingencies
  Stockholders' equity:
     Common stock, par value $0.001 .....................................................         20            20
     Additional paid-in capital .........................................................    212,921       202,850
     Notes receivable from stockholders .................................................       (635)         (617)
     Retained earnings ..................................................................     13,970         3,380
     Other comprehensive income, unrealized loss on investments .........................       (361)         (468)
     Less cost of common stock held in treasury, 289 and 227 shares at June 30,
           1999 and December 31, 1998, respectively .....................................     (3,390)       (2,480)
                                                                                            --------      --------
         Total stockholders' equity .....................................................    222,525       202,685
                                                                                            --------      --------
                                                                                            $423,755      $392,883
                                                                                            ========      ========
</TABLE>





The accompanying notes are an integral part of these condensed consolidated
balance sheets.



                                       2

<PAGE>   3

              VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                       FOR THE THREE AND SIX MONTHS ENDED
                             JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                Three Months Ended           Six Months Ended
                                                                      June 30,                  June 30,
                                                              ----------------------      ----------------------
                                                                1999          1998          1999          1998
                                                              --------      --------      --------      --------
<S>                                                           <C>           <C>           <C>           <C>
Revenues ...............................................      $ 86,164      $ 74,679      $160,002      $136,748
Direct costs ...........................................        60,819        53,658       116,096       100,922
                                                              --------      --------      --------      --------
    Gross profit .......................................        25,345        21,021        43,906        35,826
Selling, general and administrative ....................         5,369         4,476        10,891         9,364
Depreciation and amortization ..........................         3,907         3,123         7,460         6,259
Year 2000 remediation expenses .........................           884          --           1,171          --
Year 2000 accelerated depreciation .....................           270          --             614          --
1996 restructuring plan favorable settlement ...........          --            --             320          --
                                                              --------      --------      --------      --------
    Operating income ...................................        14,915        13,422        24,090        20,203
Interest income ........................................           402           591           868         1,303
Interest expense .......................................         2,733         2,920         5,388         5,916
                                                              --------      --------      --------      --------
Income before minority interest and provision for
     income taxes ......................................        12,584        11,093        19,570        15,590
Minority interest in income of subsidiaries ............           269           223           405           378
                                                              --------      --------      --------      --------
    Income before provision for income taxes ...........        12,315        10,870        19,165        15,212
Provision for income taxes .............................         5,425         4,788         8,575         6,823
                                                              --------      --------      --------      --------
    Net income .........................................      $  6,890      $  6,082      $ 10,590      $  8,389
                                                              ========      ========      ========      ========


Basic earnings per common share ........................      $   0.32      $   0.30      $   0.50      $   0.42
                                                              ========      ========      ========      ========

Diluted earnings per common share ......................      $   0.31      $   0.28      $   0.48      $   0.39
                                                              ========      ========      ========      ========

Shares used for computing basic earnings per share .....        21,288        20,214        20,975        20,210
                                                              ========      ========      ========      ========

Shares used for computing diluted earnings per share ...        22,254        21,886        22,162        21,701
                                                              ========      ========      ========      ========
</TABLE>





The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       3

<PAGE>   4

              VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED
                             JUNE 30, 1999 AND 1998
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                   1999           1998
                                                                                 --------       --------
Cash flows from operating activities:
<S>                                                                              <C>            <C>
   Net income ................................................................   $ 10,590       $  8,389
   Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization ........................................      8,074          6,259
        Minority interest in income of subsidiaries ..........................        405            378
        Distributions to minority interest partners ..........................       (380)          (233)
        Provision for uncollectible accounts .................................      1,469          1,348
        Increase in accounts receivable, net .................................     (4,827)        (4,384)
        Decrease (increase) in inventory, prepaid expenses and other assets            18         (1,289)
        Decrease in prepaid income taxes .....................................      5,040          5,634
        Increase in taxes payable ............................................      1,063           --
        Increase in accounts payable and accrued liabilities .................      3,959          1,524
                                                                                 --------       --------
           Net cash provided by operating activities .........................     25,411         17,626
                                                                                 --------       --------

Cash flows from investing activities:
        Property and equipment additions .....................................     (7,834)        (6,453)
        Business acquisitions, net of cash acquired ..........................    (13,196)       (16,140)
        Proceeds from sales of marketable securities .........................    (34,391)       (14,536)
        Investments in marketable securities .................................     44,280         36,581
        Proceeds from the sale of equipment ..................................        256           --
        Investment in Veterinary Pet Insurance ...............................       --           (4,000)
                                                                                 --------       --------
           Net cash provided by (used in) investing activities ...............    (10,885)        (4,548)
                                                                                 --------       --------

Cash flows from financing activities:
        Repayment of long-term obligations ...................................     (9,168)        (9,693)
        Payments received on notes receivable ................................         72             69
        Proceeds from issuance of common stock under stock option plans ......        382            250
        Payments on guaranteed purchase price contingently payable in cash
           or common stock ...................................................       --              (46)
        Purchase of treasury stock ...........................................       (910)          --
                                                                                 --------       --------
           Net cash used in financing activities .............................     (9,624)        (9,420)
                                                                                 --------       --------
Increase in cash and equivalents .............................................      4,902          3,658
Cash and equivalents at beginning of period ..................................      8,977         19,882
                                                                                 --------       --------
Cash and equivalents at end of period ........................................   $ 13,879       $ 23,540
                                                                                 ========       ========
</TABLE>




The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       4

<PAGE>   5

              VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)


(1)        GENERAL

            The accompanying unaudited condensed consolidated financial
statements of Veterinary Centers of America, Inc. and subsidiaries (the
"Company" or "VCA") have been prepared in accordance with generally accepted
accounting principles for interim financial information and in accordance with
the rules and regulations of the United States Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements as permitted under applicable rules and regulations. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. The results of operations for the three and six
months ended June 30, 1999 and 1998 are not necessarily indicative of the
results to be expected for the full year. For further information, refer to the
consolidated financial statements and footnotes thereto for the year ended
December 31, 1998 included in the Company's Annual Report on Form 10-K as filed
with the Securities and Exchange Commission on March 31, 1999.

(2)        ACQUISITIONS

           On April 1, 1999, the Company completed the acquisition of AAH
Management Corp. ("AAH") for a total consideration (including acquisition costs)
of $28,450,000, consisting of 517,598 shares of VCA common stock, with a value
at the date of acquisition of $7,753,000, $8,648,000 in cash, $1,182,000 in
notes payable and the assumption of $10,867,000 in liabilities. AAH is the
operator of 15 animal hospitals located in New York and New Jersey. The
acquisition of AAH was accounted for as a purchase. The purchase price has been
allocated as follows, subject to final valuation: $6,763,000 to tangible assets
and $21,687,000 to goodwill and other intangibles.

           During the second quarter of 1999, the Company purchased four animal
hospitals, one of which was merged into an existing VCA facility, and one
veterinary diagnostic laboratory, for an aggregated consideration (including
acquisition costs) of $3,267,000, consisting of $1,637,000 in cash, $1,571,000
in notes payable and $59,000 in assumed liabilities. The aggregate purchase
price was allocated as follows: $141,000 to tangible assets, $2,960,000 to
goodwill and $166,000 to other intangible assets.

           During the first quarter of 1999, the Company purchased five animal
hospitals, two of which were merged into existing VCA facilities, and one
veterinary diagnostic laboratory for an aggregate consideration (including
acquisition costs) of $5,861,000, consisting of $2,794,000 in cash, $1,802,000
in debt, 70,712 shares of VCA common stock with a market value of $1,075,000 and
the assumption of liabilities totaling $190,000. The aggregate purchase price
was allocated as follows: $284,000 to tangible assets, $5,319,000 to goodwill
and $258,000 to other intangible assets.

(3)        VET'S CHOICE JOINT VENTURE

           In February 1997, the Company's joint venture, Vet's Choice, was
restructured and management of the joint venture was assumed by the Company's
partner, Heinz Pet Products ("HPP"). Pursuant to a restructuring agreement, the
Company maintains its 50.5% equity interest in Vet's Choice. Profits and losses
are allocated 99.9% to HPP and 0.1% to the Company, and all management control
has been transferred from the Company to HPP. Additionally, the Company agreed
to provide certain consulting and management services for a three-year period
commencing on February 1, 1997, for an aggregate fee of $15.3 million, payable
in semi-annual installments over a five-year period (the "Consulting Fees"). The
Consulting Fees earned in the three months ended June 30, 1999 and 1998, of
$1,275,000, for each quarter, are included in Animal Hospital revenues. The
Consulting Fees earned during the six months ended June 30, 1999 and 1998 were
$2,550,000 for each six-month period. The Company's consulting services to HPP
will be completed in February 2000.


                                        5

<PAGE>   6

(4)        RESTRUCTURING RESERVES

           During 1996, the Company adopted and implemented a restructuring plan
(the "1996 Plan") designed to restructure the Company's animal hospital and
laboratory operations in connection with its 1996 acquisitions. In addition,
certain hospitals which did not meet the new standards for performance adopted
by the Company in light of the increase in the size of its animal hospital
operations, were to be closed or sold. During the six months ended June 30,
1999, pursuant to the 1996 Plan, the Company incurred $285,000 of cash
expenditures for lease and other contractual obligations. Also, during the six
months ended June 30, 1999, the Company recognized a $320,000 favorable
settlement from a laboratory operations' contract, terminated as part of the
1996 Plan.

           At June 30, 1999, the 1996 Plan restructuring reserve balance was
$1,106,000, consisting primarily of lease and other contractual obligations,
which will extend through 2014.

           During 1997, the Company reviewed the financial performance of its
animal hospitals. As a result of this review, additional animal hospitals were
determined not to meet the Company's performance standards. Accordingly, the
Company adopted phase two of its restructuring plan (the "1997 Plan"). During
the six months ended June 30, 1999, pursuant to the 1997 Plan, the Company
incurred $35,000 of cash expenditures for lease obligations. In addition, the
Company sold the building of a previously closed hospital resulting in an
additional $4,000 asset write-down.

           At June 30, 1999, the 1997 Plan restructuring reserve balance was
$1,189,000, consisting primarily of lease obligations and reserves for asset
write-downs. The 1997 Plan is expected to be completed in 1999, although certain
lease obligations will continue through 2005.

           The following tables summarize the activity in the Company's
restructuring reserves by plan year (in thousands):

                                  The 1996 Plan

<TABLE>
<CAPTION>
                                                                        Cash       Non-Cash
                                                                       Charges      Charges     Total
                                                                       -------     --------    -------
<S>               <C> <C>                                              <C>         <C>         <C>
Balance, December 31, 1998                                             $ 1,391       $--       $ 1,391
    Cash expenditures for lease and other contractual obligations         (285)       --          (285)
    Refund of disputed contract termination settlement                     320        --           320
    Restructuring plan favorable settlement                               (320)       --          (320)
                                                                       -------       ----      -------
Balance, June 30, 1999                                                 $ 1,106       $--       $ 1,106
                                                                       =======       ====      =======
</TABLE>

                                  The 1997 Plan

<TABLE>
<CAPTION>
                                                                        Cash       Non-Cash
                                                                       Charges      Charges     Total
                                                                       -------     --------    -------
<S>               <C> <C>                                              <C>         <C>         <C>
Balance, December 31, 1998                                                $866       $362       $1,228
    Cash expenditures for lease and other contractual obligations          (35)       --           (35)
    Non-cash asset write-down                                              --          (4)          (4)
                                                                       -------       ----      -------
Balance, June 30, 1999                                                    $831       $358       $1,189
                                                                       =======       ====      =======
</TABLE>

(5)        STOCKHOLDER LAWSUITS

           The Company and certain of its current and former officers and
directors were named as defendants in lawsuits filed in both Los Angeles
Superior Court and the United States District Court for the Central District of
California, each entitled Pegasus Holdings and Pacific Strategic Funds Group,
Inc. v. Veterinary Centers of America, Inc., et al., (the "Pegasus Lawsuits")
and each filed on June 19, 1998. The Pegasus Lawsuits primarily involve claims
alleging securities fraud.

           Settlements in principle have been reached with respect to these
lawsuits. Under the proposed settlement, the claims against VCA and all other
defendants will be dismissed without presumption or admission of any liability
or wrongdoing. The full amount of the settlement and associated legal costs have
either been previously reserved or


                                       6

<PAGE>   7

will be covered by VCA's insurance carriers. We cannot assure you however that a
final binding settlement agreement embodying these terms will be executed by the
parties.

           If a final agreement is not reached between the parties and we are
unable to resolve the claims that are the basis of the lawsuits or to prevail in
any related litigation, we may be obligated to pay a substantial monetary amount
in damages for which we may not be adequately insured, which could have a
material adverse effect on our business, financial position and results of
operations. In any event, our defense of these lawsuits may result in
substantial cost to VCA as well as significant dedication of management
resources, as we intend to vigorously defend against them.

(6)        RECLASSIFICATIONS

           Certain 1998 balances have been reclassified to conform with the 1999
financial statement presentation.

(7)        ACCOUNTING  PRONOUNCEMENTS

           In March 1998, the America Institute of Certified Public Accountants
issued Statement of Position 98-1 "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"), which is effective for
fiscal years beginning after December 15, 1998. The adoption of SOP 98-1 did not
have a material effect on the Company's financial position or its results of
operations.

           In June 1998, the Financial Accounting Standards Board issued
 Statement of Financial Accounting Standards No. 133 "Accounting for Derivative
 Instruments and Hedging Activities" ("SFAS 133"), which is effective for all
 fiscal quarters of fiscal years beginning after June 15, 2000, as per the
 issuance of SFAS 137. SFAS 133 establishes accounting and reporting standards
 for derivative instruments, including certain derivative instruments embedded
 in other contracts, (collectively referred to as derivatives) and for hedging
 activities. It requires that an entity recognize all derivatives as either
 assets or liabilities in the statement of financial position and measure those
 instruments at fair value. Adoption of SFAS 133 is not expected to have a
 material effect on the Company's financial position or results of operations.

(8)        CALCULATION OF PER SHARE AMOUNTS

           Below is a reconciliation of the income and shares used in the
computations of the basic and diluted earnings per share ("EPS") (amounts in
thousands, except per share amounts):


<TABLE>
<CAPTION>
                                           Three Months Ended                   Six Months Ended
                                              June 30, 1999                       June 30, 1999
                                     --------------------------------    --------------------------------
                                                            Per Share                           Per Share
                                      Income      Shares     Amount      Income       Shares      Amount
                                     -------      ------     -------     -------      ------     -------
<S>                                  <C>          <C>        <C>         <C>          <C>        <C>
Basic EPS
   Net income .....................  $ 6,890      21,288     $  0.32     $10,590      20,975     $  0.50
                                                             =======                             =======

Effect of dilutive stock options ..     --           966                    --         1,187
                                     -------     -------                 -------     -------
Diluted EPS .......................  $ 6,890      22,254     $  0.31     $10,590      22,162     $  0.48
                                     =======     =======     =======     =======     =======     =======
</TABLE>




                                       7

<PAGE>   8

<TABLE>
<CAPTION>
                                           Three Months Ended                   Six Months Ended
                                              June 30, 1998                       June 30, 1998
                                     --------------------------------    --------------------------------
                                                            Per Share                           Per Share
                                      Income      Shares     Amount      Income       Shares      Amount
                                     -------      ------     -------     -------      ------     -------
<S>                                  <C>          <C>        <C>         <C>          <C>        <C>
Basic EPS
   Net income .....................  $ 6,082      20,214       $0.30      $8,389      20,210       $0.42
                                                             =======                             =======

Effect of dilutive securities:
   Stock options ..................       --       1,630                      --       1,426
   Stock guarantees ...............       --          17                      --          40
   Converted debt..................        3          25                       7          25
                                     -------     -------                 -------     -------
Diluted EPS .......................  $ 6,085      21,886       $0.28      $8,396      21,701       $0.39
                                     =======     =======     =======     =======     =======     =======
</TABLE>


(9)        COMPREHENSIVE INCOME

Below is a calculation of comprehensive income (in thousands):

<TABLE>
<CAPTION>
                                                                       Three Months Ended           Six Months Ended
                                                                            June 30,                    June 30,
                                                                     ---------------------      ----------------------
                                                                       1999           1998         1999           1998
                                                                       ----           ----         ----           ----
<S>                                                                  <C>            <C>         <C>             <C>
Net income.....................................................      $6,890         $6,082      $10,590         $8,389
Decrease (increase) in unrealized loss on investment...........        (49)             --          107             --
                                                                     ------         ------      -------         ------
Net comprehensive income.......................................      $6,841         $6,082      $10,697         $8,389
                                                                     ======         ======      =======         ======
</TABLE>

           No income tax benefit related to the unrealized loss on investment
was recognized due to potential tax treatment of investment losses.

(10)       LINES OF BUSINESS

           During the three and six months ended June 30, 1999 and 1998, the
Company had three reportable segments: Animal Hospitals, Laboratories and
Corporate. These segments are strategic business units that have different
products, services and functions. The segments are managed separately because
each is a distinct and different business venture with unique challenges,
rewards and risks. The Animal Hospitals provide veterinary services for
companion animals and sells related retail products. The Laboratories provide
testing services for veterinarians both associated with the Company and
independent of the Company. Corporate provides selling, general and
administrative support for the other segments. Though Corporate does not
generate revenue, it is being included as a reportable segment to provide a
better understanding of the Company as a whole.

           The accounting policies of the segments are the same as those
described in the summary of significant accounting policies as detailed in the
Company's 1998 Annual Report on Form 10-K filed with the SEC on March 31, 1999.
The Company evaluates performance of segments based on profit or loss before
income taxes, interest income, interest expense and minority interest, which are
evaluated on a consolidated level. For purposes of reviewing the operating
performance of the segments, all inter-segment sales and purchases are accounted
for as if they were transactions with independent third parties at current
market prices.


                                       8

<PAGE>   9

           Below is a summary of certain financial data for each of the three
segments (in thousands):

<TABLE>
<CAPTION>
                                                                                  Inter-Segment
                                             Animal                                  Sales
                                            Hospitals  Laboratories  Corporate    Eliminations     Total
                                            --------   ------------  ---------    ------------    --------
<S>                                         <C>          <C>           <C>          <C>           <C>
THREE MONTHS ENDED JUNE 30, 1999
    Revenues .............................  $ 60,434     $ 27,276      $    --      $ (1,546)     $ 86,164
    Operating income (loss) ..............    11,295        7,868       (4,248)         --          14,915
    Depreciation/amortization expense ....     2,915        1,093          169          --           4,177
    Capital expenditures .................     4,114          510          379          --           5,003

THREE MONTHS ENDED JUNE 30, 1998
    Revenues .............................    52,125       24,142           --        (1,588)       74,679
    Operating income (loss) ..............    10,821        5,865       (3,264)         --          13,422
    Depreciation/amortization expense ....     2,012          970          141          --           3,123
    Capital expenditures .................     2,640          958          118          --           3,716

SIX MONTHS ENDED JUNE 30, 1999
    Revenues .............................   110,160       52,845           --        (3,003)      160,002
    Operating income (loss) ..............    17,510       14,874       (8,294)         --          24,090
    Depreciation/amortization expense ....     5,477        2,192          405          --           8,074
    Capital expenditures .................     6,198        1,140          496          --           7,834

SIX MONTHS ENDED JUNE 30, 1998
    Revenues .............................    96,466       43,244           --        (2,962)      136,748
    Operating income (loss) ..............    17,501        9,743       (7,041)         --          20,203
    Depreciation/amortization expense ....     4,048        1,916          295          --           6,259
    Capital expenditures .................     3,781        2,487          185          --           6,453

AT JUNE 30, 1999
    Identifiable assets ..................   262,274      107,482       53,999          --         423,755
AT JUNE 30, 1998
    Identifiable assets ..................   216,623      112,809       62,622          --         392,054
AT DECEMBER 31, 1998
    Identifiable assets ..................   226,182      106,217       60,484          --         392,883
</TABLE>

           Corporate operating loss includes salaries, general and
administrative expense for the executive, finance, accounting, human resources,
marketing, purchasing and regional operational management functions that support
the Animal Hospitals and Laboratories segments.

           Below is a reconciliation between total segment operating income
after eliminations and consolidated income before provision for income taxes as
reported on the condensed consolidated statements of operations (in thousands):

<TABLE>
<CAPTION>
                                                                   Three Months Ended              Six Months Ended
                                                                       June 30,                        June 30,
                                                             ---------------------------    -----------------------------
                                                                1999             1998           1999              1998
                                                             -----------     -----------    -----------       -----------
<S>                                                          <C>             <C>            <C>             <C>
Total segment operating income after eliminations..........  $    14,915     $    13,422    $    24,090       $    20,203
Interest income............................................          402             591            868             1,303
Interest expense...........................................        2,733           2,920          5,388             5,916
Minority interest..........................................          269             223            405               378
                                                             -----------     -----------    -----------       -----------
Income before provision for income taxes...................  $    12,315     $    10,870    $    19,165       $    15,212
                                                             ===========     ===========    ===========       ===========
</TABLE>



                                       9

<PAGE>   10

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS

           Veterinary Centers of America, Inc. and subsidiaries ("VCA" or the
"Company") is one of the nation's largest animal health care companies. The
Company has established a premier position in two core businesses, animal
hospitals ("Animal Hospitals") and veterinary diagnostic laboratories
("Laboratories"). The Company operates the largest nationwide networks of
free-standing, full-service animal hospitals and veterinary-exclusive
laboratories.

           Over the past several years, the Company has expanded its animal
hospital network and veterinary diagnostic laboratory operations through
acquisitions. Animal hospitals and veterinary diagnostic laboratories have been
acquired through a combination of issuance of common stock, notes payable and
cash.

FUTURE OPERATING RESULTS

           This filing contains statements that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The words "expect", "estimate", "anticipate", "predict", "believe" and
similar expressions and variations thereof are intended to identify
forward-looking statements. Such statements appear in a number of places in this
filing and include statements regarding the intent, belief or current
expectations of the Company, its directors or its officers with respect to,
among other things; (i) trends affecting the Company's financial condition or
results of operations, and (ii) the Company's business and growth strategies.
The readers of this filing are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
projected in this filing, including, without limitation, the information set
forth under the heading "Risk Factors", as well as the information set forth
below.

RESULTS OF OPERATIONS

REVENUES

           The following table summarizes the Company's revenues for the three
and six months ended June 30, 1999 and 1998 (amounts in thousands):

<TABLE>
<CAPTION>
                                           Three Months Ended                          Six Months Ended
                                                 June 30,                                   June 30,
                                           1999           1998     %Increase          1999           1998     %Increase
                                        -------        -------     ---------      --------       --------     ---------
<S>                                     <C>            <C>             <C>        <C>            <C>              <C>
Animal Hospitals ..................     $60,434        $52,125         15.9%      $110,160       $ 96,466         14.2%
Laboratories ......................      27,276         24,142         13.0%        52,845         43,244         22.2%
Intercompany Sales ................      (1,546)        (1,588)                     (3,003)        (2,962)
                                        -------        -------                    --------       --------
                                        $86,164        $74,679         15.4%      $160,002       $136,748         17.0%
                                        =======        =======                    ========       ========
</TABLE>

           The increases in Animal Hospitals' revenues in the 1999 periods from
the 1998 comparable periods were primarily the result of the increase in the
number of facilities operated by the Company. The results for 1999 include the
revenues of 29 animal hospitals acquired subsequent to June 30, 1998. The
increase in revenues that resulted from increases in volume or prices at
same-store facilities, as compared to the corresponding period in the prior
year, was approximately 1.6% and 2.2% for the three and six months ended June
30, 1999, respectively. Same-store facilities are animal hospitals that were
owned as of the beginning of the prior year periods.

           At June 30, 1999, the Company owned and managed 189 animal hospitals,
of which 38 were located in states that prohibit veterinarians from splitting
fees with non-veterinarians and prohibit business corporations from providing,
or holding themselves out as providers of, veterinary medical care. In these
states the Company has contracted with professional corporations ("PCs") who
provide all veterinary medical care and have the rights to all associated
revenue. The Company owns all of the assets of these 38 animal hospitals and
provides all administrative functions. In return for its services, the Company
receives management fees from the PCs, which has


                                       10

<PAGE>   11
been included in the Company's revenues. The Company does not consolidate the
operations of these 38 managed animal hospitals, as the Company has not met
certain consolidation requirements. Combined revenues from animal hospitals
owned and managed by VCA (had the managed hospitals' operations been
consolidated with owned hospitals) increased 18.4% and 15.8% for the three and
six months ended June 30, 1999, respectively, relative to the comparable 1998
periods. The increase in combined revenues from animal hospitals owned and
managed by VCA resulting from changes in volume or prices at same-store
facilities, as compared to the corresponding periods in the prior year, was
approximately 6.4% and 4.8% for the three and six months ended June 30, 1999,
respectively.

           Pursuant to the restructuring agreement and other related agreements
between Heinz Pet Products (HPP) and the Company, the Company has agreed to
provide certain consulting and management services for a three-year period
commencing February 1, 1997 for an aggregate fee of $15.3 million receivable in
semi-annual installments over a five-year period (the "Consulting Fees"). The
Consulting Fees earned in the three months ended June 30, 1999 and 1998, of
$1,275,000, for each quarter, are included in Animal Hospital revenues. The
Consulting Fees earned in the six months ended June 30, 1999 and 1998 were
$2,550,000 for each six-month period. The Company's consulting services to HPP
will be completed in February 2000.

           The increase in Laboratories' revenues was primarily due to the $10.9
million acquisition on February 26, 1998, of certain assets of the veterinary
diagnostics laboratory business from Laboratory Corporation of America Holdings
("LabCorp"). In addition, Laboratories' revenues have increased as the result of
the acquisition of the business of two other veterinary diagnostic laboratories
since March 31, 1998 and the success achieved with increased marketing efforts.

GROSS PROFIT

           The following tables summarizes the Company's gross profit for the
three and six months ended June 30, 1999 and 1998 (amounts in thousands):

<TABLE>
<CAPTION>
                                       Three Months Ended                      Six Months Ended
                                             June 30,                              June 30,
                                      -------------------                    -------------------
                                       1999        1998       %Increase        1999        1998       %Increase
                                      -------     -------     ---------      -------     -------      ---------
<S>                                   <C>         <C>             <C>        <C>         <C>          <C>
Animal Hospitals .................    $15,057     $12,833         17.3%      $24,085     $21,549        11.8%
Laboratories .....................     10,288       8,188         25.6%       19,821      14,277        38.8%
                                      -------     -------                    -------     -------
                                      $25,345     $21,021         20.6%      $43,906     $35,826        22.6%
                                      =======     =======                    =======     =======
</TABLE>

           Gross profit for the Animal Hospitals is comprised of revenues less
all costs of services and products at the hospitals, including salaries of
veterinarians, technicians and all other hospital-based personnel, facilities
rent, occupancy costs, supply costs and costs of goods sold associated with the
retail sales of pet food and pet supplies. Animal Hospitals' gross profit
represented 24.9% and 24.6% of Animal Hospitals' revenues for the three months
ended June 30, 1999 and 1998, respectively. Animal Hospital gross profit
represented 21.9% and 22.3% of Animal Hospital revenues for the six months ended
June 30, 1999 and 1998, respectively.

           The gross profit margin for "same-store" hospitals owned by the
Company prior to April 1, 1998 was 23.6% and 21.2% for the three months ended
June 30, 1999 and 1998, respectively, and for those owned by the Company prior
to January 1, 1998 was 19.9% and 19.0% for six months ended June 30, 1999 and
1998, respectively. The gross profit margins for "newly acquired" hospitals
(those acquired by the Company after the beginning of the periods presented)
were 20.1% and 20.0% for the three and six months ended June 30, 1999,
respectively. Gross profit margins for "same-store" and "newly acquired"
hospitals have been calculated excluding the Consulting Fees of $1,275,000
earned in each of the three months and $2,550,000 earned in each of the six
months ended June 30, 1999 and 1998 respectively.

           Had the managed hospitals' operations been consolidated with owned
hospitals, gross profit margins would have been 23.8% and 24.0% for the three
months and 21.0% and 21.7% for the six months ended June 30, 1999 and 1998,
respectively. "Same-store" gross profit margins from the combined operations of
animal hospitals owned and


                                       11

<PAGE>   12

managed by VCA was 22.9% and 19.3% for the three-month periods and 18.5% for
both the six-month periods ended June 30, 1999 and 1998, respectively.

           Gross profit of the Laboratories is comprised of revenues less all
direct costs of services, including salaries of veterinarians, technicians and
other non-administrative, laboratory-based personnel, facilities rent, occupancy
costs, and supply costs. Laboratories gross profit represented 37.7% and 33.9%
of Laboratories revenues for the three months ended June 30, 1999 and 1998,
respectively. For the six-month periods ended June 30, 1999 and 1998, Laboratory
gross margins were 37.5% and 33.0%, respectively. The increase in the gross
profit percentages for the three and six months ended June 30, 1999 when
compared to the corresponding 1998 periods was primarily attributable to the
phase-in of operations of LabCorp in 1998. While the Company recognized certain
costs related to the phase-in of LabCorp during the six months ended June 30,
1998, revenue was not earned until April 1, 1998.

           The Company's Animal Hospitals historically has realized lower gross
profits margins than that of its Laboratories business. If the portion of the
Company's revenues attributable to its Animal Hospitals operations grows in the
future, the historical gross profit margins for the Company as a whole may not
be indicative of those to be expected in the future.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

           VCA Corporate selling, general and administrative expenses consists
of administrative expense, including the salaries of corporate officers, other
professional expenses, rent and occupancy costs associated with the Company's
headquarters.

           Selling, general and administrative expense for the three and six
months ended June 30, 1999 and 1998 is comprised of the following (amounts in
thousands):

<TABLE>
<CAPTION>
                                                      Three Months Ended        Six Months Ended
                                                          June 30,                  June 30,
                                                      ------------------      -------------------
                                                        1999       1998         1999         1998
                                                       ------     ------      -------      ------
<S>                                                    <C>        <C>          <C>         <C>
VCA Corporate ............................             $4,079     $3,123       $8,210      $6,745
Laboratories .............................              1,290      1,353        2,681       2,619
                                                       ------     ------      -------      ------
                                                       $5,369     $4,476      $10,891      $9,364
                                                       ======     ======      =======      ======
</TABLE>

           VCA Corporate and Laboratories selling, general and administrative
expense, as a percentage of Animal Hospitals and Laboratories revenues, was 6.2%
and 6.0% for the three months ended June 30, 1999 and 1998, respectively. For
the six months ended June 30, 1999 and 1998, VCA Corporate and Laboratories
selling, general and administrative expenses as a percentage of Animal Hospitals
and Laboratories revenues was 6.8% for both periods.

DEPRECIATION AND AMORTIZATION

           Depreciation and amortization expense primarily relates to the
depreciation of capital assets and the amortization of excess cost over the fair
value of net assets acquired (goodwill) and certain other intangibles.
Depreciation and amortization expense increased to $7,460,000 for the six months
ended June 30, 1999 from $6,259,000 for the six months ended June 30, 1998. The
increase in depreciation and amortization expense is due to the acquisition of
animal hospitals and laboratories since the beginning of 1998. The Company's
policy is to amortize goodwill over the expected period to be benefited, not
exceeding forty years.

RESTRUCTURING RESERVES

           During 1996, the Company adopted and implemented a restructuring plan
(the "1996 Plan") designed to restructure the Company's animal hospital and
laboratory operations in connection with its 1996 acquisitions. In addition,
certain hospitals which did not meet the new standards for performance adopted
by the Company in light of the increase in the size of its animal hospital
operations, were to be closed or sold. During the six months ended


                                       12

<PAGE>   13

June 30, 1999, pursuant to the 1996 Plan, the Company incurred $285,000 of cash
expenditures for lease and other contractual obligations. Also, during the six
months ended June 30, 1999, the Company recognized a $320,000 favorable
settlement from a laboratory operations' contract, terminated as part of the
1996 Plan.

           At June 30, 1999, the 1996 Plan restructuring reserve balance was
$1,106,000, consisting primarily of lease and other contractual obligations,
which will extend through 2014.

           During 1997, the Company reviewed the financial performance of its
animal hospitals. As a result of this review, additional animal hospitals were
determined not to meet the Company's performance standards. Accordingly, the
Company adopted phase two of its restructuring plan (the "1997 Plan"). During
the six months ended June 30, 1999, pursuant to the 1997 Plan, the Company
incurred $35,000 of cash expenditures for lease obligations. In addition, the
Company sold the building of a previously closed hospital resulting in an
additional $4,000 asset write-down.

           At June 30, 1999, the 1997 Plan restructuring reserve balance was
$1,189,000, consisting primarily of lease obligations and reserves for asset
write-downs. The 1997 Plan is expected to be completed in 1999, although certain
lease obligations will continue through 2005.

YEAR 2000 REMEDIATION EXPENSES AND ACCELERATED DEPRECIATION

           The Company incurred $884,000 and $1,171,000 in Year 2000 remediation
expenses for the three and six months ended June 30, 1999, respectively. The
Company also recorded $270,000 and $614,000 in Year 2000-related accelerated
depreciation for the three and six months ended June 30, 1999, respectively. See
"Impact of Year 2000" for additional disclosures on the Company's Year 2000
plans and expenditures.

LIQUIDITY AND CAPITAL RESOURCES

           Cash provided by operations during the six months ended June 30, 1999
was $25,411,000 compared to $17,626,000 for the comparable period in 1998, an
increase of $7,785,000. The most significant component of this increase relates
to the timing of certain receipts and disbursements. In addition, the results
for 1999 include 29 animal hospitals and two veterinary diagnostic laboratory
businesses acquired since June 30, 1998, as well as a full six months of LabCorp
operations versus three months in 1998.

           The Company has plans to build, upgrade, expand or replace
approximately 28 animal hospitals. The Company expended $2.1 million for such
purposes during the six months ended June 30, 1999 and expects to incur
additional costs of approximately $8.2 million over the next 12 months.
Additionally, the Company spent $3.7 million on property, other equipment and
software (not including year 2000 compliance) and expects to continue upgrades
or replacements as needed.

           As of June 30, 1999, the Company has incurred approximately
$3.2 million in expenditures relating to Year 2000 compliance, and projects
spending an additional $4.4 million in the remainder of 1999. Of the total $7.8
million that will be expended, approximately $4.5 million is expected to be
capitalized while $3.3 million is expected to be expensed. See "Impact of Year
2000" for more information on the Company's plans related to the Year 2000
compliance.

           On March 23, 1999, the Company's Board of Directors authorized the
Company to repurchase up to $15 million of its common stock on the open market.
As of August 6, 1999, the Company has acquired 62,000 shares for a total
consideration of $910,444.

           On April 1, 1999, the Company completed the acquisition of AAH
Management Corp. ("AAH"), for a total consideration of approximately $28.5
million, consisting of $8.6 million in cash, $1.2 million notes, 517,568 shares
of VCA common stock valued at approximately $7.8 million and the assumption of
approximately $11 million in debt. In addition to the AAH acquisition, the
Company acquired nine animal hospitals and two laboratories for a total
consideration of $9.1 million, during the six months ended June 30, 1999.


                                       13

<PAGE>   14

           The Company has achieved its growth in the past through acquisitions,
and anticipates it will continue its growth in the future through the
acquisition of animal hospitals acquisitions for cash, stock and notes. The
Company anticipates it will complete the acquisition of an additional 15 to 20
individual animal hospitals during the next 12 months, which will require cash
of up to $15 million. In addition, the Company continues to examine acquisition
opportunities in the veterinary diagnostic laboratory field which may impose
additional cash requirements.

           The Company intends to fund its future cash requirements primarily
from its cash and marketable securities and funds generated from operations. The
Company believes these sources of funds will be sufficient to support the
Company's operations and planned capital expenditures for at least the next 12
months. A significant portion of the Company's cash requirements is determined
by the pace and size of its acquisitions.

IMPACT OF YEAR 2000

GENERAL DESCRIPTION OF THE YEAR 2000 ISSUE

           The Year 2000 issue is the result of computer hardware and software
language which utilizes two digits rather than four digits to define the
applicable year. As a result, some of the Company's software, hardware,
equipment and building operating systems have date-sensitive software or
embedded chips which may recognize a date using "00" as Year 1900 rather than as
Year 2000 or not recognize the year at all. This could result in system failures
that would disrupt Company operations, including a temporary inability of the
Company to process transactions and customer invoices or engage in normal
business activities.

           The Company will be required to modify or replace significant
portions of its software, hardware, equipment and building operating systems so
that those systems and equipment will properly function beyond December 31,
1999. The Company presently believes that with modification or replacement of
certain existing software, hardware, equipment and building operating systems,
the Year 2000 issue should be mitigated. However, if action is not timely, the
Year 2000 issue could have a material impact on the operations of the Company.

STATE OF READINESS

           The Company's plan to resolve its Year 2000 issues involves the
following four phases: (i) completing an inventory of all software, hardware,
equipment and building operating systems ("Inventory"); (ii) assessing the Year
2000 compliance status of all software, hardware, equipment and building
operating systems ("Assessment"); (iii) repairing or replacing software,
hardware, equipment and building operating systems that are determined not to be
Year 2000 compliant ("Repair/Replace"); and (iv) testing software, hardware,
equipment and building operating systems for Year 2000 compliance ("Testing").
The Company will assess each of its three divisions of business operations
(Animal Hospitals, Laboratories and VCA Corporate) for Year 2000 compliance.

           As of June 30, 1999, the Company has completed its inventory of all
software, hardware, equipment and building operating systems. The Company has
completed its assessment of the IT (Information Technology) systems that could
be significantly affected by the Year 2000 issue. The assessment of the non-IT
systems and equipment resulted in the determination that the impact of the Year
2000 issue on such non-IT systems and equipment will not be material to the
Company's overall operations. There are no significant IT projects that have
currently been deferred due to the Year 2000 efforts.



                                       14

<PAGE>   15

           The Company's Year 2000 compliance plan includes either upgrades to
or replacement of software, hardware, equipment and building operating systems.
The Company's Year 2000 efforts are progressing according to schedule. The
status of the Company's progress, identified by phase and division, is
summarized in the table below:

<TABLE>
<CAPTION>
                                                                                              Estimated
                                                                               Projected     Percentage
        Phase                 Division               Start Date             Completion Date   Complete
------------------      --------------------       -----------------        ---------------   --------
<S>                     <C>                        <C>                      <C>               <C>
Inventory               Animal Hospitals              September 1998           January 1999      100%
                        VCA Corporate                 September 1998           January 1999      100%
                        Laboratories                  September 1998           January 1999      100%

Assessment              Animal Hospitals                October 1998              June 1999      100%
                        VCA Corporate                   October 1998             March 1999      100%
                        Laboratories                  September 1998             April 1999      100%

Repair/Replace          Animal Hospitals               February 1999          November 1999       60%
                        VCA Corporate                   October 1998           October 1999       70%
                        Laboratories                    October 1998           October 1999       90%

Testing                 Animal Hospitals               February 1999          November 1999       60%
                        VCA Corporate                   October 1998           October 1999       70%
                        Laboratories                    October 1998           October 1999       90%
</TABLE>

           The Company projects that modifications to all software, hardware,
equipment and building operating systems will be Year 2000 compliant by November
1999. It is expected that this will allow sufficient time for further
modifications, if necessary, prior to the arrival of the Year 2000. There is no
certainty that the schedule will proceed according to plan or that delays will
not occur. Specific factors that might cause such delays include the
availability of personnel and the ability to locate and correct all relevant IT
and non-IT systems and equipment.

           The Company has completed the process of contacting material third
parties (suppliers, vendors and subcontractors) to determine the extent to which
the Company may be vulnerable as a result of a failure by any of these third
parties to remedy their own Year 2000 issues. The Company has requested all
material third parties to respond to a questionnaire, which was sent by the
Company, on the status of their Year 2000 compliance, and to provide written
assurance that they will be Year 2000 compliant. As of August 6, 1999, the
Company has received approximately 72% of the required responses from material
third parties. Most of the responses received from third parties indicated that
they are in process of evaluating their Year 2000 compliance. The Company
expects to evaluate and verify the status of all material third-party Year 2000
compliance status through follow-up questionnaires, letters and phone calls. The
Company is uncertain whether the risks of non-Year 2000 compliance by third
parties will materially affect the Company's operations or financial position.
The Company has determined it is not substantially reliant on any one vendor or
supplier and expects to find alternative resources in order to continue to
conduct daily operations. However, there can be no assurance that material third
parties will not suffer a Year 2000 business disruption which could have a
material adverse effect on the Company's results of operations or financial
position.

COSTS TO ADDRESS YEAR 2000 COMPLIANCE

           The Company will utilize both internal and external resources to
inventory, assess, repair or replace and test the software, hardware, equipment
and building operating systems needed for Year 2000 modifications. The Company
has prepared a budget relating to all aspects for Year 2000 compliance. This
budget accounts for all labor, hardware, software, maintenance and equipment,
including Animal Hospitals' medical billing systems, VCA Corporate's accounting
system and Laboratories' billing and diagnostic systems.


                                       15

<PAGE>   16

           The Company's expenditures in 1999 through August 6, 1999 amounted to
approximately $3.6 million. Expenditures for Year 2000 compliance costs
approximated $365,000 in 1998. The Company projects spending an additional $4.2
million in 1999. The total 1999 budget for the Year 2000 project is estimated at
approximately $7.8 million. There can be no assurance that the actual cost of
Year 2000 correction will not materially exceed these estimates. The projected
costs will be funded through normal operations and leasing of hardware and
software. Additionally, the Company has recently determined that certain
software, hardware, equipment and building operating systems will not have
useful lives beyond 1999 because of Year 2000 system issues. This results in
shorter useful lives than originally projected. Total depreciation on such
software, hardware, equipment and building operating systems in 1999 is
estimated at $1.6 million, which includes approximately $1 million of additional
accelerated depreciation as a result of the shorter projected useful lives.

RISKS ASSOCIATED WITH YEAR 2000 ISSUES

           Unless the Company completes the planned upgrades and implementation
of software, hardware, equipment and building operating systems, the Year 2000
issue will pose significant operational problems. If such conversions are not
made, or are not completed in a timely manner, the Year 2000 issue could have a
material impact on the operations of the Company. Failure to be Year 2000
compliant could result in potential unidentified liabilities, a decline in
billing and collections, and the Company's inability to perform necessary
day-to-day functions. At this time, the estimated lost revenues and the impact
on the Company's operations and financial position cannot be determined. The
following describes the most reasonably likely worst case Year 2000 scenarios
for each division of the Company:

           (a) The Company's animal hospitals' medical billing systems would
               cease to function properly, resulting in an inability of the
               Company to access data or operate the computerized cash balancing
               features. Additionally, the medical non-IT systems and equipment
               would fail, resulting in an inability of the Company to provide
               certain services for clients.

           (b) The Company's accounting and payroll systems would fail or
               malfunction, resulting in the corruption of data files on a
               Company-wide basis. Such failure or malfunction would also
               prevent the accounts payable, accounts receivable and payroll
               functions from operating properly, resulting in the inability to
               produce checks and delays in billings and cash collections.

           (c) The Company's laboratories would experience problems if the
               computer interface with the lab equipment and/or fax machines
               fail. This would prohibit the computerization of lab reports,
               resulting in delayed reporting to clients. Certain non-IT medical
               systems and equipment also could fail, resulting in an inability
               of the Company to provide certain services for customers.

           (d) The Company's material third parties would fail to appropriately
               remedy their Year 2000 issues, such failure would have a material
               adverse effect on the Company's daily operations, results of
               operations and financial position.

CONTINGENCY PLAN

           The Company's Year 2000 compliance plan will ultimately include the
development of contingency plans for each division in the event that the Company
has not completed all of its compliance phases in a timely manner or as a result
of any third parties who are unable to provide goods or services essential to
the Company's operations. The Company is in the process of developing the
appropriate contingency plans should it fail to meet its Year 2000 compliance
objectives by December 31, 1999. The Company expects to establish formal
contingency plans for each division by September 1999.


                                       16

<PAGE>   17

RISK FACTORS

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH

           Since January 1, 1996, we have experienced rapid growth and
expansion. In 1996, we acquired The Pet Practice Inc. ("Pet Practice"), Pets'
Rx, Inc. ("Pets' Rx"), as well as 22 individual animal hospitals and six
veterinary diagnostic laboratories. In 1997, we acquired 15 animal hospitals and
three veterinary diagnostic laboratories. In 1998, we acquired 11 animal
hospitals and one veterinary diagnostic laboratory. As a result of these
acquisitions, our revenues grew from $181.4 million in 1996 to $235.9 million in
1997 to $281.0 million in 1998. In 1999 through June 30, we acquired 24 animal
hospitals and two veterinary diagnostic laboratories.

           We have experienced, and will continue to experience, a strain on our
administrative and operating resources. Our growth has also increased the
demands on our information systems and controls. We cannot guarantee that we
will be able to identify, consummate and integrate acquired companies without
substantial delays, costs or other problems. Once integrated, these acquired
companies may not be profitable. In addition, acquisitions involve several other
risks including:

           o   adverse short-term effects on our reported operating results
           o   impairments of goodwill and other intangible assets
           o   the diversion of management's attention
           o   the dependence on retention, hiring and training of key personnel
           o   the amortization of intangible assets
           o   risks associated with unanticipated problems or legal liabilities

           Our failure to manage our growth effectively will have a material
adverse effect on our results of operations and our ability to execute our
business strategy.

DEPENDENCE ON ACQUISITIONS FOR GROWTH - IF WE DO NOT ACHIEVE OUR ACQUISITION
PROGRAM STRATEGY OUR GROWTH WILL BE DIMINISHED.

           We plan to grow primarily by acquisitions of established animal
hospitals. Our acquisition strategy involves a number of factors which are
difficult to control including:

           o   the identification of potential acquisition candidates
           o   the willingness of the owners to sell on reasonable terms
           o   the satisfactory completion of negotiations
           o   minimal disruption to our existing operations

           Also, our acquisitions may be subject to pre-merger or post-merger
review by governmental authorities for antitrust and other legal and regulatory
compliance. Any adverse regulatory decision may negatively affect our operations
by assessing fines or penalties or requiring us to divest one or more of our
operations.

           Our acquisition strategy may cause us to divert our time from
operating matters, which may cause the loss of business and personnel. There are
also possible adverse effects on earnings resulting from the possible loss of
acquired customer bases, amortization of goodwill created in purchase
transactions and the contingent and latent risks associated with the past
operations of, and other unanticipated problems arising in, the acquired
business. If we have sufficient capital, our acquisition strategy involves the
acquisition of at least 15 to 20 facilities per year. Our success is dependent
upon our ability to timely identify, acquire, integrate and manage profitability
of acquired businesses. If we cannot do this, our business and growth may be
harmed.


                                       17

<PAGE>   18

SUBSTANTIAL LEVERAGE - OUR SIGNIFICANT AMOUNT OF INDEBTEDNESS COULD ADVERSELY
AFFECT OUR FINANCIAL HEALTH.

           We have a significant amount of indebtedness. We incurred our debt
primarily in connection with the acquisition of our animal hospitals and
veterinary diagnostic laboratories and through the sale of the $84,385,000 of
5.25% convertible debentures in April 1996. In certain instances, the debt we
incur in connection with the acquisition of animal hospitals is secured by the
assets of the acquired hospital. At June 30, 1999, we have consolidated
long-term obligations (including current portion) of $162 million and our ratio
of long-term debt (including current portion) to total stockholders' equity was
 .73 to 1.0. We will require substantial capital to finance our anticipated
growth, so we expect to incur additional debt in the future.

WE HAVE RISKS ASSOCIATED WITH OUR INTANGIBLE ASSETS

           A substantial portion of our assets consists of intangible assets,
including goodwill and covenants not to compete relating to the acquisition of
animal hospitals and veterinary diagnostic laboratories. At June 30, 1999, our
balance sheet reflected $288 million of intangible assets of these types, which
is a substantial portion of our total assets of $424 million at that date. We
expect that the aggregate amount of goodwill and other intangible assets on our
balance sheet will increase as a result of future acquisitions. An increase may
have an adverse impact on earnings because goodwill and other intangible assets
will be amortized against earnings. If VCA is sold or liquidated, we cannot
assure you that the value of these intangible assets will be realized.

           We continually evaluate whether events and circumstances have
occurred that suggest that we may not be able to recover the remaining balance
of our intangible assets or that the estimated useful lives of our intangible
assets has changed. If we determine that certain intangible assets have been
impaired, we will reduce the carrying value of those intangible assets, which
could have a material adverse effect on our results of operations during the
period in which we recognize the reduction. Also, if we determine that the
estimated useful life of certain intangible assets has decreased, we will
accelerate depreciation or amortization of that asset, which could have a
material adverse effect on our results of operations.

FLUCTUATIONS IN QUARTERLY RESULTS - OUR OPERATING RESULTS VARY SIGNIFICANTLY
FROM QUARTER TO QUARTER WHICH COULD IMPACT OUR STOCK PRICE.

           Our operating results may fluctuate significantly in the future. We
believe that quarter to quarter or annual comparisons of our operating results
are not a good indication of our future performance. Historically, we have
experienced higher sales in the second and third quarters than in the first and
fourth quarters. The demand for our veterinary services is higher during warmer
months because pets spend a greater amount of time outdoors, where they are more
likely to be injured and are more susceptible to disease and parasites. Also,
use of veterinary services may be affected by levels of infestation of fleas,
heartworms and ticks, and the number of daylight hours, as well as general
economic conditions. A substantial portion of our costs are fixed and do not
vary with the level of demand for our services. Therefore, net income for the
second and third quarters at individual animal hospitals and veterinary
diagnostic laboratories generally is higher than in the first and fourth
quarters.

OUR SUCCESS DEPENDS ON KEY MEMBERS OF MANAGEMENT

           Our success will continue to depend on our executive officers and
other key management personnel, particularly our Chief Executive Officer, Robert
L. Antin. VCA has employment contracts with Mr. Robert Antin, Mr. Arthur Antin,
Chief Operating Officer and Mr. Neil Tauber, Senior Vice President. Each of
these agreements terminates in January 2002. VCA has no other employment
contracts with its officers. None of VCA's officers is a party to
non-competition covenants which extend beyond the term of their employment with
VCA. VCA does not maintain any key man life insurance coverage on the lives of
its senior management. As we continue to grow, we will continue to hire, appoint
or otherwise change senior managers and other key executives. We cannot assure
you that we will be able to retain our executive officers and key personnel or
attract additional qualified members to management in the future. Also, the
success of certain of our acquisitions may depend on our ability to retain
selling veterinarians of the acquired companies. If we lose the services of any
key manager or selling veterinarian, our business may be materially adversely
affected.


                                       18

<PAGE>   19

COMPETITION

           The animal health care industry is highly competitive. We believe
that the primary competitive factors in connection with animal hospitals
include:

           o   convenient location
           o   recommendation of friends
           o   reasonable fees
           o   quality of care
           o   convenient hours

           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 certain national companies, including operators
of super-stores, are developing multi-regional networks of animal hospitals in
markets in which we operate. We believe that the primary competitive factors in
connection with veterinary diagnostic laboratories include:

           o   quality
           o   price
           o   time required to report results

           There are many clinical laboratory companies which provide a broad
range of laboratory testing services in the same markets we service. Also,
several national companies provide on-site diagnostic equipment that allows
veterinarians to perform their own laboratory tests.

OUR BUSINESS IS SUBJECT TO GOVERNMENT REGULATION

           The laws of many states prohibit veterinarians from splitting fees
with non-veterinarians and 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 state or local courts and by
regulatory authorities with broad discretion. While we seek to comply with these
laws in each state in which we operate, we cannot assure you that, given varying
and uncertain interpretations of these laws, we are in compliance with these
restrictions in all states. A determination that we violate any applicable
restriction on the practice of veterinary medicine in any state in which we
operate could have a material adverse effect on our operations if we are unable
to restructure our operations to comply with the requirements of those states.

WE ARE SUBJECT TO ANTI-TAKEOVER PROVISIONS

           The Board of Directors is authorized to issue up to 2,000,000 shares
of preferred stock. The Board also is authorized to determine the price, rights,
preferences and privileges of those shares without any further vote or action by
the stockholders. The rights of the holders of any preferred stock may adversely
affect the rights of holders of common stock. Our ability to issue preferred
stock gives us flexibility concerning possible acquisitions and financings, but
it could make it more difficult for a third party to acquire a majority of our
outstanding voting stock. In addition, any preferred stock to be issued may have
other rights, including economic rights, senior to the common stock which could
have a material adverse effect on the market value of the common stock.

           We are subject to Delaware laws that could have the effect of
delaying, deterring or preventing a change in control of the Company. One of
these laws prohibits us from engaging in a business combination with any
interested stockholder for a period of three years from the date the person
became an interested stockholder, unless some conditions are met. In addition,
provisions of our Certificate of Incorporation and By-laws could have the effect
of discouraging potential takeover attempts or making it more difficult for
stockholders to change management. Also, H.J. Heinz Company has an option to
purchase our interest in the Vet's Choice joint venture if there is a change in
control (as defined in that agreement), which may have the same effect. As a
result,


                                       19

<PAGE>   20

stockholders may not have the opportunity to sell their shares at a substantial
premium over the market price of the shares.

           In addition, we have adopted a Stockholder Rights Plan, under which
we distributed a dividend of one right for each outstanding share of our common
stock. These rights will cause substantial dilution to the ownership of a person
or group that attempts to acquire us on terms not approved by our Board of
Directors and may have the effect of deterring hostile takeover attempts.

 SHARES ELIGIBLE FOR FUTURE SALE MAY IMPACT OUR STOCK PRICE

           Future sales by existing stockholders could adversely affect the
prevailing market price of the common stock. As of August 6, 1999, VCA had
21,580,172 shares of common stock outstanding (including 289,165 shares held in
treasury), most of which are either freely tradable in the public market without
restriction or tradable in accordance with Rule 144 under the Securities Act.
There are also 7,110 shares which VCA is obligated to issue in connection with
the Pets' Rx and Pet Practice mergers and certain acquisitions; 3,722,559 shares
of common stock issuable upon exercise of outstanding stock options; and
2,456,623 shares issuable upon conversion of convertible debentures. Shares may
also be issued under price guarantees delivered in connection with acquisitions.

VOLATILITY OF STOCK PRICE

           Historically, our stock price has been volatile. Factors that may
have significant impact on the market price of our stock include:

           o   variations in quarterly operating results
           o   litigation involving VCA
           o   announcements by VCA or its competitors
           o   general conditions in the animal health care industry

           The stock market in recent years has fluctuated in price and volume
significantly. These fluctuations have been unrelated or disproportionate to the
operating performance of publicly traded companies. Our future earnings and
stock price may be subject to significant volatility, particularly on a
quarterly basis. Shortfalls in our revenues or earnings in any given period
relative to the levels expected by securities analysts could immediately,
significantly and adversely affect the trading price of our common stock.

PENDING LITIGATION

           The Company and certain of its current and former officers and
directors were named as defendants in lawsuits filed in both Los Angeles
Superior Court and the United States District Court for the Central District of
California, each entitled Pegasus Holdings and Pacific Strategic Funds Group,
Inc. v. Veterinary Centers of America, Inc., et al., each filed on June 19,
1998. These lawsuits primarily involve claims alleging securities fraud.

           Settlements in principle have been reached with respect to these
lawsuits. Under the proposed settlement, the claims against VCA and all other
defendants will be dismissed without presumption or admission of any liability
or wrongdoing. The full amount of the settlement and associated legal costs have
either been previously reserved or will be covered by VCA's insurance carriers.
We cannot assure you however that a final binding settlement agreement embodying
these terms will be executed by the parties.

           If a final agreement is not reached between the parties and we are
unable to resolve the claims that are the basis of the lawsuits or to prevail in
any related litigation, we may be obligated to pay a substantial monetary amount
in damages for which we may not be adequately insured, which could have a
material adverse effect on our business, financial position and results of
operations. In any event, our defense of these lawsuits may result in
substantial cost to VCA as well as significant dedication of management
resources, as we intend to vigorously defend against them.


                                       20

<PAGE>   21

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

            For discussion on legal proceedings, see Risk Factors - "Pending
Litigation". In addition to the legal proceedings described herein, the Company
is a party to other litigation which arises in the ordinary course of its
business, none of which is material.

ITEM 2. CHANGES IN SECURITIES

           None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

           None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           On June 18, 1999, the company held its Annual Meeting of
           Stockholders. The following sets forth the identify of the directors
           elected as Class III Directors to hold office for three years and
           until their respective successors have been elected and voting
           results as well as the voting results of the approval of an amendment
           to the Company's certificate of Incorporation to increase the
           authorized number of shares of Preferred Stock.

<TABLE>
<CAPTION>
                                                                                                                        BROKER
                                    PROPOSAL                                YES               NO          ABSTAIN      NON-VOTE
                                    --------                                ---               --          -------      --------
            <S>                                                          <C>             <C>              <C>          <C>
            1. Election of Directors
                  Neil Tauber                                            17,395,432        551,063
                  John B. Chickering, Jr.                                17,445,037        501,458

            2.  Amendment to the 1996 Stock Incentives Plan to           10,906,814      6,968,520         71,661        --
            increase the authorized number of shares by 1,000,000
</TABLE>


ITEM 5. OTHER INFORMATION

           None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

           (a)            Exhibits:
                                Exhibit 27.1 Financial Data Schedule

           (b)            Reports on Form 8-K:
                               None



                                       21

<PAGE>   22

                                    SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            VETERINARY CENTERS OF AMERICA, INC




Date:  August 6, 1999                       /s/ Tomas W. Fuller
                                            ------------------------------------
                                            Tomas W. Fuller
                                            Chief Financial Officer





                                       22

<PAGE>   23

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
ITEM                           EXHIBIT                                      PAGE
----                           -------                                      ----
<S>                            <C>                                          <C>
27.1                           Financial Data Schedule                       25
</TABLE>





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