APPLE ORTHODONTIX INC, 424B3, 1998-05-13

APPLE ORTHODONTIX INC
424B3, 1998-05-13
HEALTH SERVICES

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PROSPECTUS

[Logo of Apple Orthodontix, Inc.]

CLASS A COMMON STOCK

This Prospectus covers the offer and sale of up to 654,217 shares of Class
A Common Stock, par value $.001 per share ("Common Stock"), of Apple
Orthodontix, Inc. ("Apple" or the "Company"), which Apple may issue from
time to time in connection with future affiliations with orthodontic practices
("Practices") and acquisitions of other businesses and operating assets in
business combination transactions (collectively, "Affiliations"). The Common
Stock is entitled to one vote per share, and the Class B Common Stock, par value
$.001 per share, of the Company ("Class B Stock") is entitled to three-tenths
(3/10ths) of a vote per share.

Apple expects that the terms on which it may issue the shares in
Affiliations will be determined through negotiations and that the shares issued
will be valued at prices reasonably related to market prices for the Common
Stock prevailing either at the time an Affiliation agreement is executed or at
the time an Affiliation is consummated.

Apple may require persons receiving Common Stock in connection with
Affiliations to hold all or some portion of the Common Stock for varying periods
of time. In addition, pursuant to the provisions of Rule 145 under the
Securities Act of 1933, as amended (the "Securities Act"), the volume
limitations and certain other requirements of Rule 144 under the Securities Act
will apply to resales of those shares by affiliates of the Practices or
businesses with which the Company affiliates or which the Company acquires for a
period of one year from the date of affiliation or acquisition (or such shorter
period as the Securities and Exchange Commission (the "SEC") may prescribe).
See "Plan of Distribution."

As of May 4, 1998, 10,540,016 shares of Common Stock were issued and
outstanding. The Common Stock trades on The American Stock Exchange under the
symbol "AOI." On May 12, 1998, the last reported sales price of the Common
Stock on The American Stock Exchange was $6 3/16 per share.

Apple will pay all expenses of this offering. It does not expect to pay any
underwriting discounts or commissions, but may pay finder's fees from time to
time with respect to specific Affiliations. Any person receiving any such fee
may be deemed to be an underwriter within the meaning of the Securities Act.

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

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 5.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is May 13, 1998

<PAGE>
PROSPECTUS SUMMARY

UNLESS OTHERWISE INDICATED BY THE CONTEXT, REFERENCES HEREIN TO (I)
"APPLE" OR THE "COMPANY" MEAN APPLE ORTHODONTIX, INC., A DELAWARE
CORPORATION, (II) "AFFILIATED PRACTICES" MEAN THE ORTHODONTIC PRACTICES WITH
WHICH THE COMPANY HAS AFFILIATED AND THOSE, IF ANY, WITH WHICH THE COMPANY
AFFILIATES IN THE FUTURE, (III) "NEW CASE STARTS" MEAN THE NUMBER OF NEW
PATIENTS BEGINNING TREATMENT DURING A PERIOD OF TIME AND (IV) "CASE ACCEPTANCE
RATE" MEAN, FOR ANY SPECIFIED PERIOD OF TIME, THE PERCENTAGE OF POTENTIAL
PATIENTS WHO UNDERGO AN INITIAL EXAMINATION AT AN ORTHODONTIC PRACTICE AND ELECT
TO BEGIN TREATMENT WITH THE EXAMINING ORTHODONTIST.

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS. AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY
INVOLVES A HIGH DEGREE OF RISK, AND PROSPECTIVE INVESTORS SHOULD CAREFULLY
CONSIDER THE INFORMATION SET FORTH UNDER THE HEADING "RISK FACTORS."

THE COMPANY

Apple is a leading provider of practice management services (which exclude
the management and delivery of orthodontic services) to orthodontic practices in
the United States and Canada. The Company offers its Affiliated Practices a full
range of such services designed to facilitate the delivery of high-quality,
affordable orthodontic treatment to consumers. The Company's Affiliated
Practices benefit from a Company-developed practice operating approach designed
to (i) stimulate demand in their local markets by increasing consumer awareness
of the benefits, availability and affordability of orthodontic treatment, (ii)
improve the productivity and profitability of their practices and (iii) leverage
the benefits of orthodontist affiliation by providing basic services that
include clinical and financial information management, access to capital and
sophisticated technology, group purchasing and comprehensive marketing
techniques.

The Company seeks to grow through affiliating with additional orthodontic
practices and developing new offices. It earns revenue by providing management,
administrative, development and other services to its Affiliated Practices. As
of May 4, 1998, the Company provided management services to 59 orthodontic
practices representing 84 orthodontists operating in 18 states in the United
States and 3 provinces in Canada.

The orthodontic services industry is highly fragmented, with over 90% of
the approximately 9,000 orthodontists in the United States operating as sole
practitioners and approximately 3% being affiliated with public orthodontic
practice management companies. The industry currently generates approximately
$3.5 billion in annual gross revenues, which have grown steadily at an average
rate of 7.5% per year in recent years. Management believes that the potential
market for orthodontic services could be significantly increased based on
growing acceptance among adult consumers and industry data indicating that only
one out of five children who could benefit from orthodontics receives treatment.
The traditional orthodontic practice relies primarily on referrals from general
dentists.

Through its practice operating approach, the Company seeks to stimulate
productivity and internal growth in its Affiliated Practices. This approach
consists principally of (i) implementing practice-building and external
marketing programs designed to generate new case starts through increased
referrals from existing and former patients and the use of multimedia
advertising to stimulate demand for treatment services, (ii) offering more
affordable payment plans to patients to broaden the market for orthodontic
services, (iii) increasing the operating efficiency of the Affiliated Practices
by relieving the orthodontists from various time-consuming administrative
responsibilities and realizing economies of scale, (iv) providing a
systems-oriented approach to training and education of clinic personnel to
improve communications with patients and prospective patients and increase
productivity, (v) developing new offices to expand the scope of the geographic
markets the Affiliated Practices serve and (vi) utilizing a customized
management information system to provide detailed financial and operating data
and related analyses to Affiliated Practices and management. The Company
believes that its approach has resulted in local market expansion,

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increased new case starts and practice profitability, greater orthodontist
productivity and heightened patient satisfaction in its existing Affiliated
Practices.

The Company is pursuing an aggressive expansion program designed to
strengthen its position in its current markets and expand its network of
Affiliated Practices into markets it does not currently serve. It intends to
expand its network of Affiliated Practices through future affiliations and new
office development. Management believes that, because of the highly fragmented
nature of the industry, there are numerous orthodontic practices that are
attractive candidates to become Affiliated Practices. The Company focuses on
candidates having favorable reputations in their local markets and the desire to
implement the Company's practice operating approach. It seeks to build on the
reputations and relationships of the orthodontists associated with the existing
Affiliated Practices to identify and develop candidates to become future
Affiliated Practices.

RISK FACTORS

The Common Stock involves a high degree of risk. See "Risk Factors."

RECENT DEVELOPMENTS

During 1998 (through May 4), the Company has affiliated with 18 additional
orthodontists, 14 of which have established Practices. These Practices operate
in 13 locations. The total consideration for these affiliations consisted of
approximately 404,000 shares of Common Stock and approximately $3.5 million in
cash, assumed debt and deferred purchase price.

On May 5, 1998, the Company announced earnings per share of $0.10 on a
basic and diluted basis for the quarter ended March 31, 1998, compared to $0.07
per share on a basis and diluted basis for the prior quarter ended December 31,
1997. It reported net income of $1.3 million in the first quarter of this year,
compared with $872,246 in net income in the fourth quarter of 1997.

The Company also announced that John G. Vondrak, D.D.S., chairman and chief
executive officer, has been given the added responsibilities of president and
chief operating officer, replacing Robert J. Syverson. Stephen T. Yavorsky,
formerly head of real estate operations, has been elected vice president of
business development, replacing H. Steven Walton. The Company also announced the
election of W. Daniel Cook, currently chief administrative officer, to the
position of senior vice president of practice affiliations, with primary
responsibility for attracting additional orthodontists to affiliate with the
Company. In conjunction with these management changes, the Company announced
that it would record a special pretax nonrecurring charge of approximately $3.7
million during the second quarter of 1998, which reflects severance costs
associated with these management changes, costs of terminated transaction
negotiations and certain other items.

The Company also announced that has received a commitment to increase its
credit facility to $25 million from $15 million, and that the Company's board
membership has been increased from five to seven members with the appointment of
Richard J. Marxen and Robert L. Brewton.

In reaction to recent trends in the practice management industry, the
Company has changed its estimate of the remaining useful life of its intangible
assets to a maximum of a 25-year useful life effective April 1, 1998. These
costs have historically been amortized over a period of 30 to 40 years to match
the term of the related Service Agreement.

EXCEPT WHERE OTHERWISE SPECIFIED, INDUSTRY INFORMATION USED IN THIS
PROSPECTUS IS DERIVED FROM THE 1997 JOURNAL OF CLINICAL ORTHODONTISTS
ORTHODONTIC PRACTICE STUDY ("1997 JCO STUDY"), A BIENNIAL STUDY, AND RELATES
TO 1996 UNLESS OTHERWISE INDICATED. THE INFORMATION COMPILED IN THE 1997 JCO
STUDY RELATES TO ORTHODONTISTS WHO HAVE COMPLETED ACCREDITED GRADUATE
ORTHODONTIC TRAINING PROGRAMS AND NEITHER THAT INFORMATION NOR ANY OTHER
INDUSTRY INFORMATION SET FORTH IN THIS PROSPECTUS RELATES TO GENERAL AND
SPECIALTY DENTISTS WHO ALSO PERFORM ORTHODONTIC SERVICES.

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SUMMARY FINANCIAL DATA

The information set forth below for the year ended December 31, 1997 and
for the period from inception of operations (July 15, 1996) through December 31,
1996 is derived from the audited consolidated financial statements of the
Company included elsewhere in this Prospectus. The Company believes that
comparison of results for 1997 to those for the 1996 period are not meaningful
because the Company was effectively not in operation in 1996.
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION
YEAR ENDED (JULY 15, 1996) THROUGH
DECEMBER 31, 1997 DECEMBER 31, 1996
------------------ -----------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA:
<S> <C> <C> <C>
Management service fee revenues(1)... $ 19,186 $--
Costs and expenses(2):
Salaries and benefits........... 8,411 627
Orthodontic supplies............ 2,352 --
Rent............................ 2,156 20
Advertising and marketing....... 484 --
General and administrative...... 3,617 232
Depreciation and amortization... 943 5
Special compensation and
consulting expense related to
issuance of stock(3).......... -- 23,425
------------------ -----------------------
Total costs and expenses... 17,963 24,309
------------------ -----------------------
Operating income (loss).............. 1,223 (24,309)
Interest expense..................... 274 --
Interest and other income............ (207) --
------------------ -----------------------
Income (loss) before income tax
provision............................ 1,156 (24,309)
Income tax provision................. 439 --
------------------ -----------------------
Net income (loss).................... $ 717 $ (24,309)
================== =======================
Earnings (loss) per common and common
equivalent share:
Basic........................... $ 0.09 $ (7.24)
Diluted......................... 0.09 (7.24)
Weighted average shares outstanding:
Basic........................... 8,132 3,359
Diluted......................... 8,344 3,359

DECEMBER 31,
---------------------------------------------
1997 1996
------------------ -----------------------
BALANCE SHEET DATA:
Working capital...................... $ 2,645 $ (2,324)
Total assets......................... 55,180 1,461
Long-term debt, net of current
portion.............................. 248 --
Stockholders' equity................. 35,493 (884)

- ------------
</TABLE>

(1) Reflects management service fees since June 1, 1997 from the Practices (the
"Founding Affiliated Practices") with which the Company affiliated
concurrently with the completion of its initial public offering of Common
Stock (the "IPO") on May 29, 1997. Management service fees from
Affiliations after the IPO are included from the dates of Affiliation.

(2) Corporate office expenses are included for all periods presented.

(3) Reflects non-recurring charges recorded at $7.00 per share for shares issued
to management and advisors of the Company in October and December 1996.

<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS,
PROSPECTIVE INVESTORS SHOULD CONSIDER THE FOLLOWING FACTORS IN EVALUATING THE
COMPANY AND ITS BUSINESS BEFORE ACQUIRING ANY OF THE SHARES OF THE COMMON STOCK
OFFERED HEREBY. THIS PROSPECTUS CONTAINS STATEMENTS OF MANAGEMENT'S PLANS AND
OBJECTIVES AND OTHER "FORWARD-LOOKING" STATEMENTS THAT INVOLVE A NUMBER OF
RISKS, UNCERTAINTIES AND ASSUMPTIONS. NO ASSURANCE CAN BE GIVEN THAT ACTUAL
RESULTS WILL NOT DIFFER MATERIALLY FROM THESE STATEMENTS AS A RESULT OF VARIOUS
FACTORS, INCLUDING THOSE DISCUSSED BELOW. THE ABILITY OF THE COMPANY TO IMPROVE
ITS OPERATING RESULTS DEPENDS ON THE EXTENT TO WHICH ITS BUSINESS STRATEGIES FOR
GROWTH SUCCEED. NO ASSURANCE CAN BE GIVEN THAT THE COMPANY WILL NOT ENCOUNTER
UNFORESEEN COSTS, DELAYS OR IMPEDIMENTS IN IMPLEMENTING THESE STRATEGIES, THAT
THESE STRATEGIES WILL PRODUCE THE BENEFITS MANAGEMENT EXPECTS OR THAT THESE
STRATEGIES WILL BE SUCCESSFUL.

LIMITED COMBINED OPERATING HISTORY

The Company was incorporated in July 1996 and conducted no practice
management operations before it completed its initial public offering of Common
Stock (the "IPO") in May 1997. Because the Company has a limited combined
operating history, there can be no assurance that its efforts to integrate the
management and administrative functions of the Affiliated Practices will be
successful. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business -- Service Agreements."

RELIANCE ON AFFILIATED PRACTICES AND ORTHODONTISTS

The Company receives fees for services provided to the Affiliated Practices
under long-term service agreements (the "Service Agreements"). It does not
employ orthodontists or control the practice of orthodontics by the
orthodontists the Affiliated Practices employ, and its services revenue
generally depends on the revenues the Affiliated Practices generate. In some
cases, the fees are based on the costs and expenses the Company incurs in
connection with providing services. The profitability of the Affiliated
Practices and the performance of the individual orthodontists they employ affect
the Company's profitability. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business -- Service
Agreements."

The revenues of the Affiliated Practices (and, therefore, the success of
the Company) depend on the fees their orthodontists generate. Typically, each
orthodontist affiliated with an Affiliated Practice enters into an employment
agreement, generally with a term ranging from five to seven years, with the
professional corporation or association in which that orthodontist owns an
equity interest (and which is a party to a Service Agreement). A substantial
reduction in the number of orthodontists employed by or associated with the
Affiliated Practices could have a material adverse effect on the financial
performance of the Company. The ability of the Affiliated Practices to replace
existing orthodontists by attracting new orthodontists may be constrained by the
limited number of new orthodontists completing post-graduate orthodontic
programs each year. In addition, a shortage of available orthodontists with the
skills and experience sought by the Company would have a material adverse effect
on the Company's expansion opportunities. Failure by the Affiliated Practices to
employ a sufficient number of orthodontists (whether by renewals of existing
employment agreements or otherwise) would have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business -- Industry" and " -- Orthodontist Employment Agreements."

RISKS ASSOCIATED WITH EXPANSION STRATEGY

The success of the Company's expansion strategy depends on a number of
factors, including the Company's ability to (i) identify attractive candidates
to become Affiliated Practices, (ii) affiliate with Affiliated Practices on
favorable terms, (iii) adapt the Company's structure to comply with present or
future legal requirements affecting the Company's arrangements with Affiliated
Practices, including regulatory and licensing requirements applicable to
orthodontists and their services and facilities, (iv) expand the Company's
infrastructure and management to accommodate expansion and (v) obtain suitable
financing to

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facilitate its expansion program. Effecting affiliations can be a lengthy,
complex and costly process. There can be no assurance that the Company's
expansion strategy will be successful, that modifications to the Company's
strategy will not be required, that the Company will be able to provide services
effectively and enhance the profitability of additional Affiliated Practices or
that the Company will be able to obtain adequate financing on reasonable terms
to support its expansion program. Furthermore, using shares of Common Stock as
consideration for (or in order to provide financing for) future affiliations
could result in significant dilution to then-existing stockholders. In addition,
affiliations accounted for as purchases may result in substantial noncash
amortization charges for intangible assets in the Company's statements of
operations. In this connection, the Company changed, effective April 1, 1998,
its estimate of the remaining useful life of its intangible assets in light of
recent trends in the practice management industry. From that date, it will use a
maximum 25-year useful life for amortizing intangible assets attributable to
Affiliations. Prior to that date, these costs were being amortized over a period
of 30 to 40 years to match the term of the related Service Agreement. See
" -- Competition," "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview" and "Business -- Strategy."

NEED FOR ADDITIONAL FINANCING

The Company's expansion strategy requires substantial capital resources.
Capital is needed for future Affiliations and the effective integration,
operation and expansion of the existing and future Affiliated Practices. In
addition, the Affiliated Practices may from time to time require capital for
renovation and expansion and for the addition of equipment and technology. The
Service Agreements provide for loans by the Company to Affiliated Practices
under various circumstances. The extent to which the Company is able or willing
to use shares of Common Stock to enter into future affiliations or provide
future financing will depend on the market value of the Common Stock from time
to time and, in the case of affiliations, the willingness of owners of Practices
to accept Common Stock as full or partial payment of the consideration for
affiliations. Using shares of Common Stock for these purposes may result in
significant dilution to then-existing stockholders. The Company will require
additional capital from outside financing sources in order to continue its
expansion program. There can be no assurance that the Company will be able to
obtain additional funds when needed on satisfactory terms or at all. Any
limitation on the Company's ability to obtain additional financing could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

COMPETITION

The Company faces substantial competition from other companies to establish
affiliations with additional orthodontic practices. The Company is aware of a
number of other public and private practice management companies focused on
orthodontics, as well as several companies pursuing similar strategies in
dentistry and other segments of the health care industry. The Company is aware
that general dental practice management companies have, or intend to, provide
orthodontic services and seek to affiliate with or employ orthodontists. Certain
of these competitors have greater financial and other resources than the
Company. Additional companies with similar objectives may enter the Company's
markets and compete with the Company. In addition, the business of providing
orthodontic services is highly competitive in each market in which the Company
operates. The Affiliated Practices face local competition from other
orthodontists, general dentists and pedodontists (dentists specializing in the
care of children's teeth), some of whom have more established practices.
Dentists are not restricted by law or any governmental authority from providing
orthodontic services. Management believes the increase in recent years in
dentists providing orthodontic services has limited the growth of patient case
starts performed by orthodontists. There can be no assurance that the Company or
the Affiliated Practices will be able to compete effectively, that additional
competitors will not enter their markets or that additional competition will not
have a material adverse effect on the Company.

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GOVERNMENT REGULATION

Various U.S. federal and state laws and Canadian laws prohibit business
corporations such as the Company from engaging in the practice of orthodontics
or employing orthodontists to practice orthodontics and prohibit orthodontists
from splitting fees with non-orthodontists, as well as certain other activities.
The specific restrictions against the corporate practice of orthodontics and the
interpretation of those restrictions by state regulatory authorities vary from
jurisdiction to jurisdiction. The restrictions are generally designed to
prohibit an entity not wholly owned by orthodontists (such as the Company) from
controlling the professional assets of an orthodontic practice (such as patient
records and payor contracts), employing orthodontists to practice orthodontics
(or, in certain jurisdictions, employing dental hygienists or orthodontic
assistants), or controlling the content of an orthodontist's advertising or
professional practice. Apple does not acquire any professional assets or employ
any orthodontists who provide orthodontic services at any of the Affiliated
Practices' locations. The laws of many jurisdictions also prohibit orthodontists
from sharing professional fees with non-orthodontic entities. Dental boards do
not generally interpret these prohibitions as preventing a non-orthodontic
entity from owning non-professional assets used by an orthodontist in an
orthodontic practice or providing management services to an orthodontist for a
fee, provided certain conditions are met. There can be no assurance that a
review of the Company's business relationships by courts or regulatory
authorities will not result in determinations that could prohibit or otherwise
adversely affect the operations of the Company or that the regulatory
environment will not change, requiring the Company to reorganize or restrict its
existing or future operations. The laws regarding fee-splitting and the
corporate practice of orthodontics and their interpretation are enforced by
regulatory authorities that have broad discretion. There can be no assurance
that the legality of the Company's business or its relationship with the
Affiliated Practices will not be successfully challenged or that the
enforceability of the provisions of any Service Agreement will not be limited.
See "Business -- Government Regulation."

DEPENDENCE ON KEY PERSONNEL

The success of the Company's operations will depend on the efforts of its
executive officers. The business and prospects of the Company could be adversely
affected if any of these persons do not continue in their respective management
roles and the Company is unable to attract and retain qualified replacements. In
May 1998, the Company undertook a management reorganization in which the
employment of the Company's president and vice president of business development
was terminated, the Company's chief executive officer assumed the
responsibilities of the president, the Company's chief administrative officer
became a senior vice president of professional affiliations and the Company
elected a new vice president of business development. See "Management." The
success of the Company's growth strategy also depends on the Company's ability
to attract and retain additional qualified personnel.

LITIGATION

The Company is a party to a pending lawsuit with Orthodontic Centers of
America, Inc. ("OCA") in which OCA is seeking compensatory and punitive
damages and equitable relief against the Company and its chief executive
officers and others. See "Business -- Insurance and Litigation." The Company
intends to vigorously defend the claims made by OCA, which the Company believes
are without merit, but cannot assure it will be successful.

The Company is not currently a party to any material claims, suits or
complaints relating to services and products provided by the Company or the
existing Affiliated Practices, although there can be no assurance that such
claims will not be asserted against the Company in the future. The Company is
subject to certain pending claims as a result of successor liability in
connection with its affiliations with existing Affiliated Practices.

RISK OF PROVIDING ORTHODONTIC SERVICES; ADEQUACY OF INSURANCE COVERAGE

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to the claimants that may exceed the limits of any applicable insurance
coverage. Although the Company does not control the practice of orthodontics by
the Affiliated Practices, it could be asserted that the Company should be held
liable for malpractice of an orthodontist employed by an Affiliated Practice.
There can be no assurance that a future claim or claims will not be successful
or, if successful, will not exceed the limits of available insurance coverage or
that such coverage will continue to be available at acceptable costs. See
"Business -- Insurance and Litigation."

EXTENT OF PROTECTION OF PROPRIETARY RIGHTS

Apple relies in part on trademark, service mark, trade dress, trade secret,
unfair competition and copyright laws to protect its intellectual property
rights. There can be no assurance that actions taken by the Company will be
adequate to protect its intellectual property rights from misappropriation by
others, that the Company's proprietary information will not become known to
competitors, that others will not independently develop substantially equivalent
or better intellectual properties that do not infringe on the Company's
intellectual property rights or that others will not assert rights in, and
ownership of, proprietary rights of the Company. The Company's rights to its
"APPLE ORTHODONTIX" common law service mark may be limited in market areas
where a similar trademark or service mark may already be in use. The Company has
not applied for or obtained any registrations of its trademarks or service
marks. The Company is aware of several other businesses that utilize an
"APPLE" service mark in connection with the provision of general dental
services, some of which have obtained federal or state trademark registrations.
The Company is aware of one other orthodontic practice in the United States that
utilizes a service mark similar to the Company's, which practice is not located
in a market where any of the existing Affiliated Practices' offices are located.
See "Business -- Extent of Protection of Proprietary Rights."

POTENTIAL EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE ON PRICE OF COMMON STOCK

As of May 4, 1998, 10,540,016 shares of Common Stock and 3,048,107 shares
of Class B Stock were outstanding. The 4,617,500 shares of Common Stock sold in
the IPO and a registered public offering in November 1997 generally are freely
tradable. Approximately 3,449,000 shares of Common Stock are subject to
contractual restrictions on resale that lapse on May 29, 1998, when these shares
will become eligible for resales subject to the applicable limitations of
Securities Act Rule 144. Approximately 1,346,000 shares are subject to
contractual restrictions on resale that lapse at various times during the 12
months ending April 30, 1999. These shares were registered under the Securities
Act by means of the Registration Statement of which this Prospectus is a part.
Beginning in June 1998, substantially all the remaining outstanding shares of
Common Stock (including shares issued and held in trust for exchange for
securities of a Canadian subsidiary) and the outstanding Class B Stock will be
eligible for resales, either subject to the applicable limitations of Securities
Act Rule 144 or by means of a shelf registration statement the Company will file
under the Securities Act.

The availability for sale, or sale, of the shares of Common Stock eligible
for future sale could adversely affect the market price of the Common Stock
prevailing from time to time. See "Shares Eligible for Future Sale."

FLUCTUATIONS IN OPERATING RESULTS

The company's results of operations may fluctuate significantly from
quarter to quarter or year to year. Results may fluctuate due to a number of
factors, including the timing of future Affiliations and new office openings,
seasonal fluctuations in the demand for orthodontic services and competitive
factors. Accordingly, quarterly comparisons of the Company's revenues and
operating results should not be relied on as an indication of future
performance, and the results of any quarterly period may not be indicative of
results to

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be expected for a full year. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

VOLATILITY OF STOCK PRICE

The securities markets have, from time to time, experienced significant
price and volume fluctuations that may be unrelated to the operating performance
of particular companies. These fluctuations often substantially affect the
market price of a company's common stock. The market prices for securities of
physician practice management companies have been, and can in the future be
expected to be, particularly volatile. The market price of the Common Stock may
be subject to volatility from quarter to quarter depending on announcements
regarding the Affiliated Practices and the Company's ability to open new
offices, affiliations by the Company or its competitors, government relations,
developments or disputes concerning proprietary rights, changes in health care
policy in the United States and Canada, the issuance of stock market analyst
reports and recommendations, and economic and other external factors beyond the
control of the Company, as well as operating results of the Company and
fluctuations in the Company's financial results. In this connection, if those
operating results do not meet analysts' consensus expectations for a period (as
happened for the Company's quarter ended March 31, 1998), the market price for
the Common Stock may be severely impacted. See "Price Range of Common Stock."

CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Restated Certificate of Incorporation
(the "Charter") and Bylaws and of Delaware corporation law could, together or
separately, discourage potential acquisition proposals, delay or prevent a
change in control of the Company or limit the price that certain investors might
be willing to pay in the future for shares of Common Stock. The Charter provides
for (i) "blank check" preferred stock, which may be issued without stockholder
approval and (ii) a classified Board of Directors. It also provides that
stockholders may act only at an annual or special meeting of stockholders and
may not act by written consent. In addition, the Company's Bylaws restrict the
right of the stockholders to call a special meeting of stockholders, nominate
directors, submit proposals to be considered at stockholders' meetings and adopt
amendments to the Bylaws. The Company also is subject to Section 203 of the
Delaware General Corporation Law, which, subject to certain exceptions,
prohibits a Delaware corporation from engaging in any of a broad range of
business acquisitions with an "interested stockholder" for a period of three
years following the date such stockholder became an interested stockholder. See
"Description of Capital Stock."

ABSENCE OF DIVIDENDS

The Company has never paid any cash dividends on its capital stock and does
not anticipate paying cash dividends on its Common Stock or Class B Stock in the
foreseeable future. The Company's existing credit facility prohibits the payment
of dividends.

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THE COMPANY

The Company was incorporated as a Delaware corporation in July 1996. Its
principal executive offices are located at 2777 Allen Parkway, Suite 700,
Houston, Texas 77019, and its telephone number is (713) 852-2500.

RECENT DEVELOPMENTS

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PRICE RANGE OF COMMON STOCK

The following table sets forth the range of the high and low sale prices
for the Common Stock on The American Stock Exchange for the periods indicated:

HIGH LOW
---- ----
Year Ended December 31, 1997:
Second Quarter (commencing May
23)............................... $11 11/16 $ 7 5/8
Third Quarter...................... 16 1/4 9
Fourth Quarter..................... 16 1/8 10
Year Ending December 31, 1998:
First Quarter...................... 14 1/8 10 7/16
Second Quarter (through May 5)..... 16 1/2 6 1/2

The closing sale price per share of the Common Stock, as reported on The
American Stock Exchange, was (i) $12 15/16 on May 4, 1998, the last trading day
before the Company issued a press release announcing its earnings for the
quarter ended March 31, 1998, the management changes described under
"Management" and the special charge described under "The Company -- Recent
Developments," (ii) $7 3/16 on the date of that announcement and (iii) $6 3/16
on May 12, 1998. As of May 4, 1998, there were approximately 162 holders of
record of the Common Stock, as shown on the records of the transfer agent and
registrar for the Common Stock. The number of record holders does not bear any
relationship to the number of beneficial owners of the Common Stock.

DIVIDEND POLICY

The Company has never paid any cash dividends on its capital stock and does
not anticipate paying cash dividends on its Common Stock or Class B Stock in the
foreseeable future. The Company currently intends to retain earnings to support
operations and finance expansion. The Company's existing credit facility
prohibits the payment of dividends.

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SELECTED FINANCIAL DATA

PERIOD FROM INCEPTION
(JULY 15, 1996)
YEAR ENDED THROUGH
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA:
Management service fee revenues(1)... $19,186 $--
Costs and expenses(2):
Salaries and benefits........... 8,411 627
Orthodontic supplies............ 2,352 --
Rent............................ 2,156 20
Advertising and marketing....... 484 --
General and administrative...... 3,617 232
Depreciation and amortization... 943 5
Special compensation expense
related to issuance
of stock(3)................... -- 13,812
Special consulting expense
related to issuance of
stock(3)...................... -- 9,613
----------------- -------------------
Total costs and expenses... 17,963 24,309
----------------- -------------------
Operating income (loss).............. 1,223 (24,309)
Interest expense..................... 274 --
Interest and other income............ (207) --
----------------- -------------------
Income (loss) before income tax
provision.......................... 1,156 (24,309)
Income tax provision................. 439 --
----------------- -------------------
Net income (loss).................... $ 717 $ (24,309)
================= ===================
Earnings (loss) per common and common
equivalent share:
Basic........................... $ 0.09 $ (7.24)
Diluted......................... 0.09 (7.24)
Weighted average shares outstanding:
Basic........................... 8,132 3,359
Diluted......................... 8,344 3,359

DECEMBER 31,
--------------------
1997 1996
--------- ---------
BALANCE SHEET DATA:
Working capital...................... $ 2,645 $ (2,324)
Total assets......................... 55,180 1,461
Long-term debt, net of current
portion.............................. 248 --
Stockholders' equity................. 35,493 (884)

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

(1) Reflects management service fees from the Founding Affiliated Practices
since June 1, 1997. Management service fees from Affiliations after the IPO
are included from the dates of Affiliation.

(2) Corporate office expenses are included for all periods presented.

(3) Reflects non-recurring charges recorded at $7.00 per share for shares issued
to management and advisors of the Company in October and December 1996.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS CONTAINS CERTAIN STATEMENTS OF A
FORWARD-LOOKING NATURE RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL
PERFORMANCE OF THE COMPANY. SUCH STATEMENTS ARE ONLY PREDICTIONS AND THE ACTUAL
EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN "RISK
FACTORS," AS WELL AS THOSE DISCUSSED ELSEWHERE IN THIS PROSPECTUS. THE
HISTORICAL RESULTS SET FORTH IN THIS DISCUSSION AND ANALYSIS ARE NOT INDICATIVE
OF TRENDS WITH RESPECT TO ANY ACTUAL OR PROJECTED FUTURE FINANCIAL PERFORMANCE
OF THE COMPANY. THIS DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
THE FINANCIAL STATEMENTS OF THE COMPANY AND THE RELATED NOTES THERETO INCLUDED
ELSEWHERE IN THIS PROSPECTUS.

OVERVIEW

The Company conducted no significant operations before its IPO in May 1997
when the Company acquired the tangible and intangible assets and liabilities of,
and entered into Service Agreements with, the 31 Founding Affiliated Practices.
Since that time and through May 4, 1998, the Company has affiliated with an
additional 28 Practices and 53 orthodontists operating in 53 offices. The
Company expects that its future growth will come from (i) implementing a
comprehensive practice operating approach designed to drive internal growth of
the Affiliated Practices, (ii) entering into Service Agreements with new
Affiliated Practices and (iii) developing new orthodontic centers, including
satellite offices (branch locations of existing Affiliated Practices), with
existing and future Affiliated Practices.

Through its Service Agreements, the Company provides a full complement of
practice management services to Affiliated Practices in return for management
service fees. The management service fees earned by the Company are in
accordance with three general types of Service Agreements -- the standard form
of the Service Agreement (the "Standard Contract"), the alternative form of
the Service Agreement (the "Alternative Contract") and a Service Agreement
based on a flat fee (the "Flat Fee Contract"). The Standard Contract calls for
a calculation of the monthly service fee based on the total patient revenues
earned by the Affiliated Practice, which is defined by the agreement to
represent 24% of the total contract value in the initial month of a patient's
treatment, with the remainder of the contract balance earned evenly over the
balance of the contract term. From total patient revenues, the practices retain
a percentage of the Affiliated Practices' cash collections.

The Alternative Contract is used in certain jurisdictions where use of the
Standard Contract is not permitted. It is a cost-plus fee arrangement, whereby
the service fee includes the reimbursement of defined expenses incurred by the
Company in the course of providing services to the Affiliated Practice plus a
percentage of revenues. The Flat Fee Contract is based on a flat fee that is
subject to adjustment on an annual basis. It is used when local jurisdictions do
not allow use of the Standard Contract or the Alternative Contract. The Company
believes the fees generated by each of these formulas reflect the fair market
value of the services provided and are comparable to the fees earned by other
practice management service companies in the respective jurisdictions where
these arrangements exist. See "Business -- Service Agreements."

The expenses incurred by the Company in fulfilling its obligations under
the Service Agreements are generally of the same nature as the operating costs
and expenses that would have otherwise been incurred by the Affiliated
Practices, including salaries, wages and benefits of practice personnel
(excluding orthodontists and, in some cases, orthodontic assistants and other
professional personnel), orthodontic supplies and office supplies used in
administering their clinic practices, the office (general and administrative)
expenses of the practices and depreciation and amortization of assets acquired
from the existing Affiliated Practices. In addition to the operating costs and
expenses discussed above, the Company incurs personnel and administrative
expenses in connection with establishing and maintaining a corporate office,
which provides management, administrative, marketing and business development
services.

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In accordance with Staff Accounting Bulletin ("SAB") No. 48, "Transfers
of Nonmonetary Assets by Promoters or Shareholders," published by the SEC, the
acquisition of the assets and assumption of certain liabilities for all the
Founding Affiliated Practices has been accounted for by the Company at the
transferors' historical cost basis, with the shares of Common Stock issued in
those transactions being valued at the historical cost of the nonmonetary assets
acquired net of liabilities assumed. The cash consideration paid at closing on
May 29, 1997 is reflected as a dividend by the Company to the owners of the
Founding Affiliated Practices in 1997. SAB No. 48 is not applicable to
Affiliations effected by the Company after the IPO. These subsequent
Affiliations have resulted and will continue to result in substantial noncash
amortization charges for intangible assets in the Company's statements of
operations. In this connection, the Company changed, effective April 1, 1998,
its estimate of the remaining useful life of its intangible assets in light of
recent trends in the practice management industry. From that date, it will use a
maximum 25-year useful life for amortizing intangible assets attributable to
Affiliations. Prior to that date, these costs were being amortized over a period
of 30 to 40 years to match the term of the related Service Agreement.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997 AND THE PERIOD FROM
INCEPTION (JULY 15, 1996) THROUGH DECEMBER 31, 1996

MANAGEMENT SERVICE FEE REVENUES

The Company generated management service fee revenues of $19.2 million for
the year ended December 31, 1997. The Company conducted no significant
operations during 1996 through the date of the IPO. Following completion of the
IPO and the affiliations with the Founding Affiliated Practices on May 29, 1997,
the Company began operations effective June 1, 1997. Therefore, management
service fee revenues reflect only seven months of operations during the year
ended December 31, 1997 and there were no management service fee revenues during
the year ended December 31, 1996.

COSTS AND EXPENSES

The Company incurred costs and expenses of $18.0 million (93.6% of service
fee revenues) for the year ended December 31, 1997. The Company's costs and
expenses consisted primarily of salaries and benefits, orthodontic supplies,
rent, advertising and marketing, general and administrative and depreciation and
amortization. Costs and expenses of $24.3 million for 1996 represented corporate
office expenses for the period from inception (July 15, 1996) through December
31, 1996. Of the $24.3 million of costs and expenses for the period ended
December 31, 1996, $23.4 million related to the valuing of stock issued to
founders, management and advisors of the Company in October and December 1996 at
the initial public offering price of $7.00 per share. This valuation resulted in
special compensation expense of $13.8 million and special consulting expense of
$9.6 million, with a corresponding increase in additional paid-in capital of
$23.4 million. There was no net effect on stockholders' equity. The Company also
incurred various legal, accounting, travel, personnel and marketing costs during
the period from inception (July 15, 1996) through December 31, 1996 in
connection with the IPO and the Affiliations with the Founding Affiliated
Practices.

OPERATING INCOME

The Company generated operating income of $1.2 million for the year ended
December 31, 1997. This operating income amount comprised 6.4% of service fee
revenues for the period. The Company generated an operating loss of $24.3
million for the year ended December 31, 1996, which was primarily attributable
to compensation and consulting charges described above. As stated above, these
results reflect the impact of the Company's Service Agreements only for the
period from June 1, 1997 through December 31, 1997 (i.e., the period subsequent
to the IPO) for the Founding Affiliated Practices and from the dates of
Affiliation through December 31, 1997 for all subsequent Affiliations. General
and administrative expenses were incurred during the entire period from
inception (July 15, 1996) through May 29, 1997 in connection with the IPO and
the Affiliations with the Founding Affiliated Practices.

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<PAGE>
INTEREST EXPENSE

Interest expense of $273,506 for the year ended December 31, 1997 reflected
the cost of borrowings under the Company's revolving credit facility entered
into on July 28, 1997, certain indebtedness of the Founding Affiliated Practices
that was assumed by the Company and certain capital lease obligations for
computer and office equipment. No interest expense was incurred during the 1996
period.

INTEREST INCOME

Interest income of $190,669 for the year ended December 31, 1997 reflected
interest earned on the Company's net proceeds from the IPO and on notes
receivable from certain of the Founding Affiliated Practices. There was no
interest income generated during the 1996 period.

INCOME TAX PROVISION

The Company incurred an income tax provision of $439,282 for the year ended
December 31, 1997 representing an effective tax rate of 38%. The Company
incurred no income taxes for the 1996 period. The benefit of the net operating
loss generated during that period was fully reserved.

NET INCOME (LOSS)

As a result of the foregoing factors, the Company generated net income of
$716,725 for the year ended December 31, 1997, or earnings per share of $0.09.
This net income amount comprised 3.7% of service fee revenues for the year. The
net loss of $24.3 million for the 1996 period represented a loss per share of
$7.24.

YEAR 2000 IMPACT ON INFORMATION TECHNOLOGY INFRASTRUCTURE

During 1997, the Company completed a comprehensive evaluation of its
information technology infrastructure to analyze the impact of the technical
problems anticipated for the year 2000. Following its evaluation, the Company
determined that substantially all its information technology infrastructure
would be unaffected by such problems and that the financial impact of the year
2000 on the Company's information technology infrastructure would be negligible.

LIQUIDITY AND CAPITAL RESOURCES

FINANCING ACTIVITIES

The Company has financed its capital requirements to date with borrowings
from banks and issuances of equity securities. To date, the Company has been
able to obtain satisfactory financing for its operations and believes that it
will be able to obtain such financing as it requires in the future. On July 28,
1997, the Company entered into a three-year, $15.0 million revolving credit
facility with Chase Bank of Texas, N.A. (the "Chase Facility"). Availability
under the Chase Facility is tied to the Company's cash flow and liquidity.
Advances under the Chase Facility bear interest, at the Company's option, at a
prime rate or LIBOR, in each case plus a margin calculated based on the
Company's ratio of indebtedness to cash flow. At May 4, 1998, $8.0 million was
outstanding under this facility.

In May 1997, the Company issued and sold 2,702,500 shares of Common Stock
in the IPO. The IPO provided the Company with net proceeds of approximately
$12.1 million, which it used to fund cash paid for Affiliations with the
Founding Affiliated Practices ($6.6 million) and subsequent Affiliations with
additional Practices ($5.5 million). In November 1997, the Company issued and
sold 1,490,014 shares of Common Stock in a public offering (the "Offering").
The Company has used the net proceeds of the Offering ($15.3 million) to repay
$12.2 million under the Chase Facility, to affiliate with additional
orthodontists, to develop new offices, for capital expenditures and for general
corporate purposes.

Total long-term debt increased from zero at December 31, 1996, to $247,624
at December 31, 1997. The increase was attributable to borrowings for
Affiliations, the purchase of property and equipment and general working capital
needs, net of repayment of borrowings under the Chase Facility with the proceeds

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<PAGE>
of the Offering. The Company's weighted average cost of indebtedness was 8.7%
per annum for the year ended December 31, 1997.

WORKING CAPITAL MANAGEMENT

The Company's strategy in managing its working capital is to maintain
sufficient availability under its bank credit facility to finance short-term
capital needs in excess of internally generated funds and minimize excess cash
on its balance sheet.

The cash and cash equivalents balance of $2.1 million at December 31, 1997
primarily consisted of net proceeds remaining from the Offering.

The restricted cash balance of $2.1 million at December 31, 1997 consisted
of borrowings under the Chase Facility which were placed into escrow pending the
resolution of certain post-closing contingencies related to an Affiliation
completed during the third quarter of 1997. A favorable resolution of these
post-closing contingencies would result in payment of the $2.1 million to the
sellers in January 1999. The Company has the right to post a letter of credit in
order to have the $2.1 million released from escrow to the Company prior to
January 1999.

CAPITAL EXPENDITURES AND NEW AFFILIATIONS

The Company made capital expenditures for the Affiliated Practices during
1997 of approximately $3.6 million to fund, among other things, the development
of new offices. The average cost of developing a new office (which may vary by
geographic market) is estimated to be approximately $250,000 to $400,000,
including initial working capital requirements. The Service Agreements provide
for advances by the Company to the Affiliated Practices for working capital
requirements (including any deficits in cash flows of Affiliated Practices
resulting from, among other factors, development of satellite offices) and other
purposes. Such loans bear interest at prime plus 1% and are repayable over
varying periods of time not to exceed five years. Total notes receivable from
Affiliated Practices were $1.6 million at December 31, 1997. It is anticipated
that capital expenditures in 1998 will be funded from the Company's cash flow
from operations, the net proceeds from the Offering and borrowings under the
Chase Facility.

The Company's expansion strategy requires substantial capital resources.
Capital is needed for future Affiliations and the effective integration,
operation and expansion of the existing and future Affiliated Practices. In
addition, the Affiliated Practices may from time to time require capital for
renovation and expansion and for the addition of equipment and technology. The
extent to which the Company is able or willing to use shares of Common Stock to
enter into future Affiliations or provide future financing will depend on the
market value of the Common Stock from time to time and, in the case of
Affiliations, the willingness of owners of potential Affiliated Practices to
accept Common Stock as full or partial payment of consideration for
Affiliations. The Company will require additional capital from outside financing
sources in order to continue its expansion program. There can be no assurance
that the Company will be able to obtain additional funds when needed on
satisfactory terms or at all. Any limitation on the Company's ability to obtain
additional financing could have a material adverse effect on the Company's
business, financial condition and results of operations.

The availability of these capital sources will depend on prevailing market
conditions, interest rates and the then existing financial condition of the
Company. During the year ended December 31, 1997, the Company spent $8.7 million
of cash (including $321,000 in deferred payments and $1.5 million in related
out-of-pocket costs) and issued 1.9 million shares of Common Stock in connection
with Affiliations with new Affiliated Practices.

AFFORDABLE PAYMENT PLANS

A part of the Company's business strategy is to encourage Affiliated
Practices to offer more affordable payment plans to patients. The Company does
not expect the affordable payment plans, or any potential increase in bad debt
expense resulting from these plans, to have any significant negative impact on
the working capital or liquidity of the Affiliated Practices. Existing
Affiliated Practices using such payment plans have experienced an initial
decrease in working capital; however, the Company believes that the

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<PAGE>
decrease in working capital generally will be offset by an increase in the
number of patients receiving orthodontic treatment because of the combined
effect of advertising, offering more affordable payment plans and the use of the
Company's practice-building program. Moreover, the Company believes the existing
Affiliated Practices have the financial wherewithal to sustain any negative
impact that may result from these payment plans. Therefore, the Company does not
anticipate that the offering by the Affiliated Practices of more affordable
payment plans will impair the Company's ability to collect service fees from the
Affiliated Practices.

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<PAGE>
BUSINESS

OVERVIEW

The Company provides practice management services (which exclude the
management and delivery of orthodontic services) to orthodontic practices in the
United States and Canada. The Company offers the Affiliated Practices a full
range of such services designed to facilitate the delivery of high-quality,
affordable orthodontic treatment to consumers. The Company's Affiliated
Practices benefit from the Company's practice operating approach designed to (i)
stimulate demand in their local markets by increasing consumer awareness of the
benefits, availability and affordability of orthodontic treatment, (ii) improve
the productivity and profitability of their practices and (iii) leverage the
benefits of orthodontist affiliation by providing basic services that include
clinical and financial information management, access to capital and
sophisticated technology, group purchasing and comprehensive marketing
techniques. The Company seeks to grow through affiliations with additional
orthodontic practices and the development of new offices that complement
geographic areas served by the Affiliated Practices. The Company earns revenue
by providing management, administrative, development and other services to its
Affiliated Practices.

Concurrently with the IPO in May 1997, the Company acquired substantially
all the tangible and intangible assets and assumed certain liabilities of, and
began providing long-term management services to, the Founding Affiliated
Practices. During the remainder of 1997, the Company affiliated with an
additional 20 practices with aggregate historical gross patient revenues of
$23.2 million for their most recently completed fiscal year. As of May 4, 1998,
the Company provided services to 59 orthodontic practices representing 84
orthodontists operating in 18 states in the United States and three provinces in
Canada.

The Company selects Practices for affiliation on the basis of a variety of
factors, including the competitive and financial strengths and historical growth
of their practices and the potential for future growth in their markets. The
Company also considers the local and national reputations of the Affiliated
Practices within the orthodontic services industry, their ability to manage
multi-location practices providing high levels of quality care and their desire
to grow and improve the operating efficiency of their respective practices. The
Company selects its Affiliated Practices based on the recommendations of its
affiliated orthodontists and management's extensive experience with orthodontic
practices in the United States and Canada.

INDUSTRY

OVERVIEW. The orthodontic services industry is highly fragmented, with
over 90% of the approximately 9,000 orthodontists in the United States operating
as sole practitioners and approximately 3% being affiliated with public
orthodontic practice management companies. The industry currently generates
approximately $3.5 billion in annual gross revenues, which have grown steadily
at an average rate of 7.5% per year in recent years.

Orthodontic treatments are principally provided by orthodontists who have
completed two years of post-graduate studies following graduation from dental
school. The number of orthodontists in the United States has grown slowly since
1990, which the Company believes can be attributed to the limited number of
schools offering post-graduate orthodontic programs and the small class size at
each of those schools. In addition to orthodontists, a number of dentists
provide various orthodontic services. The industry information set forth herein
does not include orthodontic treatments provided by dentists.

THE TRADITIONAL ORTHODONTIC PRACTICE. The traditional orthodontic practice
typically involves a single orthodontist, practicing at one primary location or
with an average of less than one satellite office, with a small number of
orthodontic assistants and business office personnel and, in some cases, an
orthodontic associate.

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THE APPLE ORTHODONTIX APPROACH

The Company believes the traditional orthodontic practice is inefficient
and administratively burdensome to orthodontists and can be financially
burdensome to patients, who traditionally pay approximately 25% of the total
contract amount as a down payment.

The Company has developed a comprehensive operating strategy designed to
improve efficiency, increase the number of new case starts and active cases
handled by each orthodontist and relieve orthodontists associated with
Affiliated Practices of time-consuming administrative responsibilities. As part
of its practice operating approach, the Company assists its Affiliated Practices
in developing and implementing payment programs designed to make orthodontic
services more affordable to prospective patients, thereby making their services
available to a larger segment of the population in their respective markets. The
Company also assists the Affiliated Practices in developing satellite offices to
expand the scope of the geographic areas they serve.

The Company believes its approach provides benefits to orthodontists who
choose to affiliate with it by providing opportunities to: (i) drive internal
growth by implementing the Company's operating strategy; (ii) share in the
increased profitability resulting from internal growth; (iii) lower costs
through economies of scale; (iv) participate in a cost-effective national
advertising program; (v) focus on patient care; and (vi) enhance liquidity and
diversification.

OPERATING STRATEGY

Through its practice operating approach, the Company seeks to stimulate
increased productivity and internal growth within its Affiliated Practices. This
approach consists principally of (i) implementing practice-building and external
marketing programs designed to generate new case starts through increased
referrals from existing and former patients and the use of multimedia
advertising to stimulate demand for treatment services, (ii) offering more
affordable payment plans to patients to broaden the market for orthodontic
services, (iii) increasing the operating efficiency of the Affiliated Practices
by relieving the orthodontists from various time-consuming administrative
responsibilities and realizing economies of scale, (iv) providing a
systems-oriented approach to training and education of clinic personnel to
improve communications with patients and prospective patients and increase
productivity, (v) developing satellite offices to expand the geographic markets
the Affiliated Practices serve and (vi) utilizing customized management
information systems to provide detailed financial and operating data and related
analyses to Affiliated Practices and management. The Company believes that its
approach has resulted in local market expansion, increased new case starts and
practice profitability, increased orthodontist productivity and heightened
patient satisfaction in its existing Affiliated Practices.

Over time, the Company plans to implement a regional management structure
aligned with the locations of its Affiliated Practices. The Company believes a
regional structure will allow it to respond to the management and operational
issues within a particular region in a more timely and focused manner. In
addition, a regional structure will allow management to compare the operating
results of its Affiliated Practices to regularly published regional industry
statistics.

EXPANSION STRATEGY

The Company is pursuing an aggressive expansion strategy designed to
strengthen its position in its current markets and expand its network of
existing Affiliated Practices into markets it does not currently serve. The
Company believes that, because of the highly fragmented nature of the industry,
there are numerous orthodontic practices that are attractive candidates to
become Affiliated Practices. The Company focuses on candidates having favorable
reputations in their local markets and the desire to implement the Company's
practice operating approach. The Company leverages the reputations and
relationships of the orthodontists associated with the existing Affiliated
Practices to identify and develop candidates to become future Affiliated
Practices. Many of these orthodontists hold, or have previously held, leadership
roles in various state, regional and national associations or are affiliated
with or teach at graduate orthodontic programs at dental schools. The Company
believes the visibility and reputation of these individuals,

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combined with the acquisition experience of management, provides the Company
with certain advantages in identifying, negotiating and consummating future
affiliations. As consideration for future affiliations, the Company intends to
use various combinations of its Common Stock, cash and notes. The Company
anticipates that the agreements entered into in connection with its future
affiliations will contractually restrict the resale of all or a portion of the
shares issued in those transactions for varying periods of time.

The Company is developing new offices within selected markets served by the
existing Affiliated Practices. The Company believes that the new offices will
increase the geographic area served by the existing Affiliated Practices,
thereby increasing the potential market and leveraging the advertising budget of
the existing Affiliated Practices. The Company expects that these offices
generally will be located in high traffic areas.

Satellite offices (branch locations of existing Affiliated Practices)
developed by the Company generally will be staffed on a part-time basis by an
orthodontist from an Affiliated Practice. The Company's other new offices
generally will be staffed on a full-time basis by a newly recruited
orthodontist. The average cost of developing a new office varies by geographic
market and the square footage of the office and is estimated to range from
$250,000 to $400,000, including initial working capital requirements. The
Company provides management services and capital to develop these new offices.
The Company is responsible for selecting the site, negotiating the lease,
designing the office layout and furnishing the new office. The Company also
assists the Affiliated Practices in recruiting orthodontists and support staff
for these new offices, which generally will be open full-time.

SERVICES AND OPERATIONS

The Company generally provides services with respect to all aspects of the
operations of its Affiliated Practices other than the provision of orthodontic
treatment. Except in Canada, the Company employs all business personnel at the
offices of the Affiliated Practices and, where permitted by applicable law and
governmental regulations, also employs the orthodontic assistants.

ADMINISTRATIVE. The Company earns revenue by providing services to the
Affiliated Practices, including staffing, education and training, billing and
collections, cash management, group purchasing, inventory management, payroll
processing, employee benefits administration, advertising production and other
marketing support, patient scheduling, financial reporting and analysis,
productivity reporting and analysis, associate recruiting and support for
acquisitions, new site development and other capital requirements. The Company
believes the orthodontists at the Affiliated Practices benefit from the support
provided by the Company and that these services substantially reduce the amount
of time the orthodontists are required to spend on administrative matters,
thereby enabling them to dedicate more time to the growth of their professional
practices. Through economies of scale, the Company is able to provide these
services at a lower cost than could be obtained by any of the Affiliated
Practices individually. In addition, because of its size and purchasing power,
the Company has been able to negotiate discounts on, among other things,
orthodontic and office supplies, health and malpractice insurance and equipment.

PRACTICE-BUILDING PROGRAM. The Company believes patient satisfaction
levels, practice productivity and profitability can be substantially enhanced
through a consistent training program emphasizing practice-building techniques.
The Company implements programs designed to generate growth in case starts by
increasing (i) referrals from existing and former patients and (ii) case
acceptance rates. These programs include a full complement of training,
operating and monitoring techniques emphasizing improvements in communications
with patients and patient satisfaction levels in all facets of operations,
including initial telephone contacts with prospective patients, initial
consultations and case presentations and written or telephonic follow-ups after
office visits. The Company's programs are designed to result in clear, concise
and consistent communications between the patient and the orthodontist and his
or her staff. The Company believes that these programs have a positive effect on
the patients' experience and therefore positively affect the number of patient
referrals and case acceptance rates of Affiliated Practices.

EXTERNAL MARKETING. The Company and its Affiliated Practices utilize
multimedia advertising in certain local markets to stimulate demand for
orthodontic treatment and promote name recognition for the

20
<PAGE>
Company and the Affiliated Practices. The general public traditionally has had
little information about the availability of orthodontic services or orthodontic
fees prior to an initial consultation with an orthodontist. The advertisements
address the two primary barriers to receiving orthodontic treatment,
availability and affordability, by focusing on the availability of orthodontic
services and the more affordable payment plans offered by the Affiliated
Practices. The advertisements also stress the quality of care available at the
Affiliated Practices and the advantages of receiving orthodontic treatment from
a professionally trained orthodontist as opposed to a general dentist. The
advertisements also promote a toll-free number for ease of scheduling an
appointment with the local Affiliated Practice.

Generally, it is anticipated that an Affiliated Practice will spend an
amount equal to between 5% and 7% of its net revenues for advertising and
marketing, which the Company believes is significantly higher than the industry
average for traditional orthodontic practices. The Company is responsible for
subcontracting the production of all broadcast advertising, which is tailored to
meet local requirements. The frequency and airing times for any television
advertisements are determined by regional media consultants retained by the
Company and the Affiliated Practice in order to optimize penetration to target
market segments.

AFFORDABLE PAYMENT PLANS. Orthodontic services primarily involve private
pay, fee-for-service treatments. As part of its overall marketing strategy for
the Affiliated Practices, the Company encourages the Affiliated Practices to
make orthodontic services available to a larger portion of the population in
their respective markets by offering more affordable payment plans. Many of the
existing Affiliated Practices have historically received a down payment equal to
25% of the total cost of services, with the remaining amount paid equally over
the term of treatment. The typical payment plan recommended by the Company
consists of a modest initial down payment and monthly payments thereafter for
the duration of the treatment period, generally between 26 and 34 months.
Existing Affiliated Practices using such payment plans have experienced an
initial decrease in working capital; however, the Company believes that the
decrease in working capital generally will be offset by an increase in the
number of patients receiving orthodontic treatment because of the combined
effect of advertising, offering more affordable payment plans and the use of the
Company's practice-building program. The Company believes that offering more
affordable payment plans combined with the use of advertising has resulted in an
increase in the number of patients inquiring about orthodontic treatment. The
Company also believes that this increase, combined with the use of its internal
marketing programs, has resulted in an increase in the number of patients
receiving orthodontic treatment at the existing Affiliated Practices.

TRAINING AND EDUCATION. Staff and practice development programs are an
integral part of the Company's operating strategy. The Company believes its
programs (i) increase the motivation and overall performance of the staff, (ii)
improve the level of patient satisfaction achieved by the Affiliated Practices
and (iii) improve the Company's ability to attract and retain qualified
personnel, which collectively result in increased referrals from existing and
former patients and increased case acceptance rates for the Affiliated
Practices. The Company provides each Affiliated Practice with consulting and
educational services. These services include a full training program covering
all non-orthodontic aspects of the practice and specific training designed for
the efficient and effective use of the Company's management information system.

Specifically, the Company's training program provides each member of the
Affiliated Practice, from the receptionist to the orthodontist, with guidelines
for addressing questions and concerns of prospective and existing patients,
techniques for explaining treatment procedures and length of treatment,
parameters for establishing appropriate financial arrangements with each patient
and a systematic approach to monitoring the success of each area of training.
Training is conducted both at individual clinics and in group sessions and
includes proprietary manuals, tapes and role playing activities.

MANAGEMENT INFORMATION SYSTEM. The Company believes that access to
accurate, relevant and timely financial and operating information is a key
element to providing practice management services to orthodontic practices. The
Company offers a fully integrated financial reporting, productivity measurement
and patient management system to each existing Affiliated Practice. This system
is designed to increase the productivity of the Affiliated Practices by enabling
the Company and the Affiliated Practices to cost-effectively monitor the
productivity of the Affiliated Practices, identify problem areas and
opportunities for

21
<PAGE>
improvement and take corrective action in a timely manner. Productivity measures
that are monitored include case acceptance rates, treatment times and case
starts. In addition, the management information system facilitates optimization
of the orthodontists' time through computerized scheduling and diagnostic and
treatment recordkeeping systems. The Company believes this system has improved
the productivity of the existing Affiliated Practices that have implemented it
through benchmarking programs that identify and help to establish the most
efficient operational procedures.

LOCATIONS

As of May 4, 1998, the Company provided management services in the
following locations:

NUMBER OF
-------------------------------------------
STATE/PROVINCE PRACTICES OFFICES ORTHODONTISTS
- -------------------------------- --------- --------- -------------
Alberta......................... 5 6 5
Arizona......................... 2 5 3
British Columbia................ 2 4 2
California...................... 11 15 12
Colorado........................ 6 12 7
Connecticut..................... 6 8 8
Georgia......................... 1 1 1
Illinois........................ 1 4 1
Kentucky........................ 2 2 2
Massachusetts................... 1 1 1
Michigan........................ 1 6 6
Montana......................... 1 3 1
Nevada.......................... 1 1 2
New Mexico...................... 1 2 1
New York........................ 1 2 1
Ontario......................... 3 4 6
Pennsylvania.................... 2 4 2
South Carolina.................. 1 2 1
Texas........................... 7 22 16
Utah............................ 2 4 2
Virginia........................ 2 3 4
-- --
---
Totals..................... 59 111 84
== === ==

SERVICE AGREEMENTS

The Company enters into a Service Agreement with each Affiliated Practice
and such practice's orthodontist employees under which the Company is the
exclusive administrator of non-orthodontic services relating to the operation of
the Affiliated Practice. The following is intended to be a brief summary of the
typical form of Service Agreement the Company has entered into and expects to
enter into with Affiliated Practices. The actual terms of the various Service
Agreements may vary from the description below on a case-by-case basis,
depending on negotiations with the individual Affiliated Practices and the
requirements of applicable law and governmental regulations.

The service fees payable to the Company by the Affiliated Practices under
the Service Agreements are calculated in accordance with the Company's three
general types of Service Agreements -- the Standard Contract, the Alternative
Contract and the Flat Fee Contract. The Standard Contract calls for a
calculation of the monthly service fee based on the total revenues earned by the
Affiliated Practices, which is defined by the agreement to represent 24% of the
total contract value in the initial month of a patient's treatment, with the
remainder of the contract balance earned evenly over the balance of the contract
term. From total revenues, the Company retains a percentage of the Affiliated
Practices' cash collections. The Alternative

22
<PAGE>
Contract is used in certain jurisdictions where use of the Standard Contract is
not permitted. It is a cost-plus fee arrangement, whereby the service fee
includes the reimbursement of defined expenses incurred by the Company in the
course of providing services to the Affiliated Practice plus a percentage of
revenues. The Flat Fee Contract is based on a flat fee that is subject to
adjustment on an annual basis. It is used when local jurisdictions do not allow
use of the Standard Contract or the Alternative Contract. The Company believes
the fees generated by each of these formulas are reflective of the fair market
value of the service provided and are comparable to the fees earned by other
management service companies in the respective jurisdictions where these
arrangements exist. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview".

Pursuant to each Service Agreement, the Company, among other things, (i)
acts as the exclusive manager and administrator of non-orthodontist services
relating to the operation of the Affiliated Practice, subject to matters
reserved to the Affiliated Practice, (ii) administers the billing of patients,
insurance companies and other third-party payors and collects on behalf of the
Affiliated Practice the fees for professional orthodontic and other services and
products rendered or sold by the Affiliated Practice, (iii) provides, as
necessary, clerical, accounting, payroll, legal, bookkeeping and computer
services and personnel, information management, tax return information,
printing, postage and duplication services and transcribing services, (iv)
supervises and maintains custody of substantially all files and records, (v)
provides facilities, equipment and furnishings for the Affiliated Practice, (vi)
prepares, in consultation with the Affiliated Practice, all annual capital and
operating budgets, (vii) orders and purchases inventory and supplies as
reasonably requested by the Affiliated Practice and (viii) implements, in
consultation with the Affiliated Practice, advertising programs.

Under each Service Agreement, the applicable Affiliated Practice retains
the responsibility for, among other things, (i) hiring, compensating and
supervising orthodontist employees and other licensed dental professionals, (ii)
ensuring that orthodontists have the required licenses, credentials, approvals
and other certifications appropriate to the performance of their duties and
(iii) complying with federal and state laws, regulations and ethical standards
applicable to the practice of orthodontics. In addition, the Affiliated
Practices are exclusively in control of all aspects of the practice of
orthodontics and the provision of orthodontic services.

During the term of the Service Agreement (generally 20 to 40 years) and,
subject to certain exceptions and limitations, for a period of two years
thereafter, the existing Affiliated Practices have agreed not to compete with
the Company or the other Affiliated Practices within a specified geographic
area. In addition, each orthodontist employee has agreed, subject to certain
exceptions and limitations, not to compete with the Company or the other
Affiliated Practices within a specified geographic area until the later of (i)
the fifth anniversary date of the Service Agreement or (ii) five years from the
date the employee becomes a stockholder of the Affiliated Practice, and for a
period of two years after the earlier of his or her termination of employment
with the Affiliated Practice or termination of the applicable Service Agreement.
The existing Affiliated Practices also have agreed not to disclose certain
confidential and proprietary information relating to the Company and the
Affiliated Practices.

Each Affiliated Practice is responsible for obtaining professional
liability insurance for the employees of the Affiliated Practice (which names
the Company as an additional insured).

ORTHODONTIST EMPLOYMENT AGREEMENTS

The revenues of the Affiliated Practices (and, therefore, the success of
the Company) are dependent on fees generated by the orthodontists the Affiliated
Practices employ. Each Affiliated Practice is a party to an employment agreement
with each orthodontist associated with its practice (the "Orthodontist
Employment Agreements"). The Orthodontist Employment Agreements are generally
for an initial term ranging from five to seven years, and continue thereafter on
a year-to-year basis until terminated under the terms of the agreements. The
Orthodontist Employment Agreements generally provide that the orthodontist will
not compete with the Company within a specified geographic area for a period of
two years following

23
<PAGE>
termination of the agreement. The Company does not employ orthodontists and,
where prohibited by applicable law, does not employ orthodontic hygienists or
orthodontic assistants.

COMPETITION

The Company faces substantial competition from other companies to establish
affiliations with additional orthodontic practices. The Company is aware of a
number of other public and private practice management companies focused on
orthodontics, as well as several companies pursuing similar strategies in
dentistry and other segments of the health care industry. The Company is aware
that general dental practice management companies have provided, or intend to
provide, orthodontic services and have sought, or intend to seek, to affiliate
with or employ orthodontists. Certain of these competitors have greater
financial and other resources than the Company. Additional companies with
similar objectives may enter the Company's markets and compete with the Company.
In addition, the business of providing orthodontic services is highly
competitive in each market in which the Company operates. The Affiliated
Practices face local competition from other orthodontists, general dentists and
pedodontists (dentists specializing in the care of children's teeth), some of
whom have more established practices. Dentists are not restricted by law or any
governmental authority from providing orthodontic services. The Company believes
the increase in recent years in dentists providing orthodontic services has
limited the growth of patient case starts performed by orthodontists. There can
be no assurance that the Company or the Affiliated Practices will be able to
compete effectively, that additional competitors will not enter their markets or
that additional competition will not have a material adverse effect on the
Company.

EMPLOYEES

As of April 30, 1998, the Company had 583 employees, of which 34 are
employed at the Company's headquarters and 549 are employed at the locations of
the existing Affiliated Practices. None of the Company's employees is
represented by collective bargaining agreements. The Company has not experienced
any work stoppages as a result of labor disputes and the Company considers its
employee relations to be good.

INSURANCE AND LITIGATION

The Affiliated Practices provide orthodontic services to the public and are
exposed to the risks of professional liability and other claims. Such claims, if
successful, could result in substantial damage awards to the claimants that may
exceed the limits of any applicable insurance coverage. Although the Company
does not control the practice of orthodontics by the Affiliated Practices, it
could be asserted that the Company should be held liable for malpractice of an
orthodontist employed by an Affiliated Practice. Each of the existing Affiliated
Practices has undertaken to comply with all applicable regulations and legal
requirements, and the Company maintains liability insurance for itself and is
named as an additional insured party on the liability insurance policies of the
existing Affiliated Practices. The existing Affiliated Practices maintain
comprehensive professional liability insurance, generally with limits of not
less than $1.0 million per claim and with aggregate policy limits of not less
than $3.0 million per orthodontist. The Company expects that it will require
future Affiliated Practices to maintain comparable insurance coverage. In the
event an Affiliated Practice employs more than one orthodontist, that practice
will maintain insurance with a separate limit for claims against that practice
in an amount acceptable to the Company. There can be no assurance that a future
claim or claims will not be successful or, if successful, will not exceed the
limits of available insurance coverage or that such coverage will continue to be
available at acceptable costs.

The Company and the existing Affiliated Practices maintain professional
liability insurance coverage on a claims-made basis. Such insurance provides
coverage for claims asserted when the policy is in effect regardless of when the
events that caused the claim occurred.

On December 10, 1996, OCA filed a complaint in the United States District
Court for the Eastern District of Louisiana against the Company, Dr. Vondrak,
John G. Vondrak, P.C. and John G. Vondrak Apple Orthodontix, Inc. ("JGVAOI"),
one of the Founding Affiliated Practices, alleging, among other things,
misappropriation of trade secrets and certain breaches of a confidentiality
agreement executed by

24
<PAGE>
Dr. Vondrak, on behalf of John G. Vondrak, P.C., in favor of OCA. While the
Company is not a party to the confidentiality agreement, OCA alleged that the
Company should be bound by its terms as a result of the relationship between Dr.
Vondrak and the Company (specifically, OCA alleged that Dr. Vondrak and Apple
are alter egos and, alternatively, that Dr. Vondrak was acting as the Company's
agent when he executed the confidentiality agreement). OCA's complaint stated
that OCA was seeking monetary damages in excess of $75,000. In August 1997, the
court dismissed OCA's claims without prejudice on the grounds that the court
lacked jurisdiction. There can be no assurance that OCA will not seek to
overturn the court's decision or file a similar suit in another jurisdiction.

In August 1997, the Company filed a declaratory judgment action in the
District Court of Harris County, Texas (164th Judicial District) seeking a
finding by the court that neither the Company nor Dr. Vondrak has violated the
terms of the confidentiality agreement, otherwise used confidential information
supplied by OCA or unfairly competed against OCA. In October 1997, OCA filed an
answer generally denying the Company's allegations, as well as asserting a
counterclaim against the Company, JGVAOI, Apple Orthodontix of Texas, Inc.,
Apple Acquisition of Texas, Inc., Dr. Vondrak, John G. Vondrak, P.C., one of the
Founding Affiliated Practices and the orthodontist associated with such
practice. OCA's counterclaim alleges, among other things, unfair competition,
misappropriation of trade secrets, tortious interference with prospective
contractual arrangements and certain breaches of confidentiality agreements
executed by each of Dr. Vondrak, on behalf of John G. Vondrak, P.C., and the
affiliated orthodontist, on behalf of the Founding Affiliated Practice referred
to above, in favor of OCA. While the Company is not a party to these
confidentiality agreements, OCA alleged that the Company should be bound by
their terms as a result of the relationships between Dr. Vondrak, the affiliated
orthodontist and the Company (specifically, OCA alleged that Dr. Vondrak and the
Company are alter egos and that the Company and abetted or conspired with Dr.
Vondrak and the affiliated orthodontist in their wrongful conduct). OCA's
complaint states that it is seeking monetary damages in excess of the minimum
jurisdictional limits of the court, punitive damages, injunctive relief,
prejudgment interest and attorneys' fees. The Company intends to vigorously
defend the claims made by OCA, which the Company believes are without merit.
This lawsuit is still pending, and the Company cannot predict whether it will
succeed in obtaining the declarations sought from the court or, if it is not
successful, what effect this may have on the Company.

In November 1997, the Company received notice that an acquaintance of Dr.
Vondrak, Mr. Donald Rose, was threatening to sue the Company, JGVAOI, Dr.
Vondrak and John G. Vondrak, P.C., alleging, among other things, certain
breaches of an alleged oral agreement with Dr. Vondrak pursuant to which Dr.
Vondrak was to award Mr. Rose 10% of any stock issued to Dr. Vondrak in the IPO
in exchange for Mr. Rose's effort to obtain venture capital for the Company. On
January 8, 1998, Dr. Vondrak filed a declaratory judgment action in the District
Court of Harris County, Texas (269th Judicial District) seeking a finding by the
court that Mr. Rose was not entitled to any of Dr. Vondrak's stock or any other
remuneration. Mr. Rose has filed a special appearance challenging jurisdiction
and a general denial. The Company is not a party to the declaratory judgment
action filed by Dr. Vondrak. While the Company was not a party to the alleged
oral agreement, Mr. Rose has maintained that the Company should be bound by its
terms as a result of the relationship between Dr. Vondrak and the Company.
Although the Company believes that these allegations are without merit, there
can be no assurance that a lawsuit will not be filed and, if filed, that the
Company will obtain a successful outcome.

25
<PAGE>
GOVERNMENT REGULATION

The orthodontic services industry in the U.S. and Canada is regulated
extensively at both the state, provincial and federal levels. Regulatory
oversight includes, but is not limited to, considerations of fee-splitting,
corporate practice of orthodontics and state insurance regulation.

CORPORATE PRACTICE OF ORTHODONTICS; FEE-SPLITTING

The laws of many states in the U.S. and provinces of Canada prohibit
business corporations such as the Company from engaging in the practice of
orthodontics or employing orthodontists to practice orthodontics. The specific
restrictions against the corporate practice of orthodontics, as well as the
interpretation of those restrictions by state regulatory authorities, vary from
jurisdiction to jurisdiction. The restrictions are generally designed to
prohibit an entity not wholly owned by orthodontists (such as the Company) from
controlling the professional assets of an orthodontic practice (such as patient
records and payor contracts), employing orthodontists to practice orthodontics
(or, in certain jurisdictions, employing dental hygienists or orthodontic
assistants), or controlling the content of an orthodontist's advertising or
professional practice. The Company does not acquire any professional assets and,
as provided in the Service Agreements, does not control the practice of
orthodontics or employ orthodontists to practice orthodontics at any of the
Affiliated Practices' locations. Moreover, in jurisdictions in which it is
prohibited, the Company does not employ orthodontic hygienists or orthodontic
assistants. The Company provides management services to the Affiliated
Practices, and believes that the fees the Company charges for those services are
consistent with the laws and regulations of the jurisdictions in which it
operates. Therefore, the Company believes it would not be regarded as "owner,"
"operator" or "manager" of the Affiliated Practices within the meaning of
those terms under applicable orthodontic practice acts and believes that its
operations comply with the above-described laws to which it is subject. The laws
of many jurisdictions also prohibit orthodontists from sharing professional fees
with non-orthodontic entities.

Dental boards do not generally interpret these prohibitions as preventing a
non-orthodontic entity from owning non-professional assets used by an
orthodontist in an orthodontic practice or providing management services to an
orthodontist for a fee provided that the following conditions are met: (i) a
licensed dentist or orthodontist has complete control and custody over the
professional assets; (ii) the non-orthodontic entity does not employ or control
the orthodontists (or, in some states, orthodontic hygienists or orthodontic
assistants); (iii) all orthodontic services are provided by a licensed dentist
or orthodontist; and (iv) licensed dentists or orthodontists have control over
the manner in which orthodontic care is provided and all decisions affecting the
provision of orthodontic care. Applicable laws generally require that the amount
of a management fee be reflective of the fair market value of the services
provided by the management company and in certain states require that any
management fee be a flat fee or cost-plus fee based on the cost of services
performed by the Company. In general, the orthodontic practice acts do not
address or provide any restrictions concerning the manner in which companies
account for revenues from an orthodontic practice, subject to the above-noted
restrictions relating to control over the professional activities of the
orthodontic practice, ownership of the professional assets of an orthodontic
practice and payments for management services.

There can be no assurance that a review of the Company's business
relationships by courts or regulatory authorities will not result in
determinations that could prohibit or otherwise adversely affect the operations
of the Company or that the regulatory environment will not change, requiring the
Company to reorganize or restrict its existing or future operations. The laws
regarding fee-splitting and the corporate practice of orthodontics and their
interpretation are enforced by regulatory authorities with broad discretion.
There can be no assurance that the legality of the Company's business or its
relationship with the Affiliated Practices will not be successfully challenged
or that the enforceability of the provisions of any Service Agreement will not
be limited.

STATE INSURANCE REGULATION

Although the Company does not anticipate entering into managed care
contracts, there are certain regulatory risks associated with the Company's role
in negotiating and administering managed care

26
<PAGE>
contracts. The application of state insurance laws to other than various types
of fee-for-service arrangements is an unsettled area of law and is subject to
interpretation by regulators with broad discretion. As the Company or the
Affiliated Practices contract with third-party payors, including self-insured
plans, for certain non-fee-for-service basis arrangements, the Company may
become subject to state insurance laws. Specifically, in some states, state
insurance regulators may determine that the Company or an Affiliated Practice is
engaged in the business of insurance because some of the managed care contracts
to which an Affiliated Practice may become a party may contain capitation
features. In the event that the Company or an Affiliated Practice is determined
to be engaged in the business of insurance, it could be required either to seek
licensure as an insurance company or to change the form of the relationships
with third-party payors and, as a result, the Company's revenues may be
adversely affected.

HEALTH CARE REFORM PROPOSALS

The U.S. Congress has considered various types of health care reform,
including comprehensive revisions to the current health care system. It is
uncertain what, if any, legislative proposals will be adopted in the future or
what actions federal or state legislatures or third-party payors may take in
anticipation of or in response to any health care reform proposals or
legislation. Health care reform legislation could have a material adverse effect
on the operations of the Company, and changes in the health care industry, such
as the growth of managed care organizations and provider networks, may result in
lower payment levels for the services of orthodontic practitioners and lower
profitability for Affiliated Practices, which would reduce the service fees
payable to the Company.

EXTENT OF PROTECTION OF PROPRIETARY RIGHTS

The Company relies in part on trademark, service mark, trade dress, trade
secret, unfair competition and copyright laws to protect its intellectual
property rights. There can be no assurance that actions taken by the Company
will be adequate to protect its intellectual property rights from
misappropriation by others, that the Company's proprietary information will not
become known to competitors, that others will not independently develop
substantially equivalent or better intellectual properties that do not infringe
on the Company's intellectual property rights or that others will not assert
rights in, and ownership of, proprietary rights of the Company. Furthermore, the
Company's rights to its "APPLE ORTHODONTIX" common law service mark may be
limited in market areas where a similar trademark or service mark may already be
in use. The Company has not applied for or obtained any registrations of its
trademarks or service marks. The Company is aware of several other businesses
that utilize an "APPLE" service mark in connection with the provision of
general dental services, some of which have obtained federal or state trademark
registrations. The Company is aware of one other orthodontic practice in the
United States that utilizes a service mark similar to the Company's, which
practice is not located in a market where any of the existing Affiliated
Practices' offices are located.

<PAGE>
MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth the names, ages (as of May 1, 1998) and
positions of the Company's executive officers, key employees and directors:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- ----------------------------------------
<S> <C>
John G. Vondrak, D.D.S.................... 57 Chairman of the Board, President and
Chief Executive Officer
W. Daniel Cook............................ 43 Senior Vice President of Practice
Affiliations and Director
Michael W. Harlan......................... 37 Vice President and Chief Financial
Officer
Stephen T. Yavorsky....................... 47 Vice President of Business Development
LeeAnn Peniche(1)......................... 37 Vice President of Training and Marketing
Robert L. Brewton......................... 45 Director
Rod L. Crosby, Jr......................... 59 Director
Richard J. Marxen......................... 51 Director
William W. Sherrill(2).................... 71 Director
Clyde C. Waddell, Jr...................... 56 Director

- ------------
</TABLE>

(1) Key employee.

(2) Elected by holders of the Class B Stock.

The executive officers of the Company are elected annually by the Board of
Directors of the Company and serve at the discretion of the Board.

JOHN G. VONDRAK, D.D.S. is the founder of the Company and has been Chairman
of the Board of Directors and Chief Executive Officer of the Company since
October 1996 and President of the Company since May 1998. He has served as a
director of the Company since July 1996. Dr. Vondrak was the President and sole
shareholder of JGVAOI, one of the founding affiliated practices, for more than
the past five years. Dr. Vondrak is a licensed dentist, a graduate of an
American Dental Association accredited orthodontic program and has maintained a
private orthodontic practice for over 24 years. He is a member of the American
Association of Orthodontists and the Southwest Society of Orthodontists and
served as President of the New Mexico Orthodontic Society in 1979.

W. DANIEL COOK has served as a director of the Company since October 1996
and as Chief Administrative Officer from February 1997 to May 1998. He has
served as Senior Vice President of Practice Affiliations since May 1998. From
December 1996 to May 1997, Mr. Cook served as a consultant to the Company on
various legal matters. Prior thereto he was a partner at the law firm of Breard,
Raines & Cook, P.L.L.C. from March 1996 to May 1997 and was associated with the
law firm of Page, Mannio, Peresich, Dickinson & McDermott, P.L.L.C. from 1991 to
1995.

MICHAEL W. HARLAN has been Vice President and Chief Financial Officer of
the Company since March 1997. From December 1996 to February 1997, Mr. Harlan
served as a consultant to the Company on financial and accounting matters. From
April 1991 through December 1996, Mr. Harlan held various positions in the
finance and acquisition departments of Sanifill, Inc., an international
environmental services company that was acquired by USA Waste Services, Inc. in
1996. He served as the Treasurer of Sanifill, Inc. beginning in September 1993.
While at Sanifill, Inc., Mr. Harlan participated in numerous acquisitions and
was actively involved in raising public and private capital.

STEPHEN T. YAVORSKY has served as Vice President of Business Development
since May 1998. From December 1997 to May 1998, he was an employee of the
Company who developed new offices. From March 1995 to December 1997, Mr.
Yavorsky served as Executive Vice President of The Walters Group, a real estate
development company. From 1988 to 1995, Mr. Yavorsky served as Chairman, Chief
Executive Officer and President of Union Land Title Company.

28
<PAGE>
LEEANN PENICHE has been Vice President of Training and Marketing since June
1997. Prior to that time, she served as Director of Training of the Company
beginning in March 1997. From September 1996 to February 1997, Ms. Peniche
served as a consultant to the Company on various practice development matters.
In July 1989, Ms. Peniche founded Peniche & Associates, Inc., a consulting firm
specializing in the development and implementation of practice development
techniques for orthodontic practices throughout North America, where she has
served as its President from inception to the date of the IPO. From January 1985
until September 1991, Ms. Peniche was on the faculty of Paradigm Practice
Management Company, where she specialized in training orthodontists and their
staff in practice development activities. Ms. Peniche is a frequent lecturer
with the American Association of Orthodontics, the Pacific Coast Orthodontic
Society and numerous other private orthodontic societies. Ms. Peniche is a
Registered Dental Assistant, specializing in orthodontics.

ROBERT L. BREWTON has served as a director of the Company since February
1998. Since January 1996, Mr. Brewton has served as the Chief Investment Officer
of Residential Company of America, Ltd., a privately-held real estate investment
and management company. From 1987 until January 1996, Mr. Brewton served as
President of the multifamily division of the Transwestern Property Company, the
predecessor of Residential Company of America, Ltd.

ROD L. CROSBY, JR. has served as a director of the Company since July 1997.
Mr. Crosby has served as the Senior Vice President of Business Development of
Corporate Express, a supplier of office products and services, since 1995. From
1994 to 1995, Mr. Crosby served as a director of U.S. Delivery Systems, Inc., a
delivery service company formed as a result of a combination in November 1993 of
a number of delivery companies, including ViaNet, Inc., a company founded by Mr.
Crosby. Prior to that time, Mr. Crosby served as Chairman and Chief Executive
Officer of ViaNet, Inc. from 1986 until 1993. Mr. Crosby serves on the board of
directors of e-CommLink, a software company serving the banking and medical
industries.

RICHARD J. MARXEN has served as a director of the Company since February
1998. Mr. Marxen is the founder of Connective Technologies, Inc., a
privately-held business solutions provider for systems integration, and has
served as its chairman, president and chief executive officer since 1990. Prior
to that time, Mr. Marxen founded a business consulting firm and a management
systems consulting firm.

WILLIAM W. SHERRILL has served as a director of the Company since October
1996. He is an Executive Professor at the University of Houston College of
Business Administration and is the Director for the University of Houston's
Center for Entrepreneurship & Innovation. Mr. Sherrill was formerly the
principal of William W. Sherrill, Financial Consultants from 1974 to 1981. From
1971 to 1974, Mr. Sherrill served as the President of Associates Corporation of
North America and was a director of Gulf and Western Industries, Inc. Before
joining Associates Corporation, he was appointed by the President of the United
States in 1967 to fill an unexpired term as Governor of the Federal Reserve
Board in Washington, D.C. and was reappointed to a full 14-year term on the
Board of Governors. Prior to his Federal Reserve appointment, he was the
Director of the Federal Deposit Insurance Corporation. Mr. Sherrill initially
was appointed to the Company's Board of Directors pursuant to the provisions of
a funding agreement between the Company and TriCap Funding I, L.L.C.
("TriCap"). See "Certain Transactions".

CLYDE C. WADDELL, JR. has served as a director of the Company since July
1997. Mr. Waddell is the owner, President and Chief Executive Officer of
Hester's Office Center, Inc., an office supply company, and has served in such
capacity for more than the past five years. Mr. Waddell is a certified public
accountant.

In May 1998, the Company undertook a management reorganization, as follows:
Dr. Vondrak was given added responsibilities as President and the chief
operating officer, replacing Robert J. Syverson; Mr. Yavorsky, formerly head of
real estate operations, replaced H. Steven Walton as a vice president of
business development; and Mr. Cook was elected to the new position of Senior
Vice President of Practice Affiliations.

29
<PAGE>
BOARD OF DIRECTORS

The Board of Directors of the Company currently consists of seven
directors. The Board of Directors is divided into three classes with two or
three directors in each class, with the term of one class expiring at the annual
meeting of stockholders in each year, commencing in 1998. At each annual meeting
of stockholders, directors of the class the term of which then expires will be
elected by the holders of the Common Stock or, in the case of the Class B
director, by the holders of the Class B Stock, to succeed those directors whose
terms are expiring. The terms of Messrs. Crosby and Marxen expire in 1998, the
terms of Messrs. Brewton, Cook and Sherrill expire in 1999 and the terms of Dr.
Vondrak and Mr. Waddell expire in 2000.

Currently, there are three committees of the Board: Audit (comprised of
Messrs. Crosby, Sherrill and Waddell (chairman)), Compensation (comprised of
Messrs. Brewton, Crosby, Marxen, Waddell and Sherrill (chairman)) and
Acquisitions (comprised of Messrs. Cook and Sherrill and Dr. Vondrak
(chairman)). The members of the Audit and Compensation Committees are not
employees of the Company.

Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company receives a fee of $2,000 for attendance at each Board of Directors
meeting and $1,000 for attendance at each committee meeting (unless held on the
same day as a Board of Directors meeting). All directors of the Company are
reimbursed for out-of-pocket expenses incurred in attending meetings of the
Board of Directors or committees thereof, and for other expenses incurred in
their capacity as directors of the Company.

On the date of the IPO, each nonemployee director was granted nonqualified
stock options ("NSOs") to purchase 10,000 shares of Common Stock. In addition,
on the first business day of the month following the date on which each annual
meeting of the Company's stockholders is held, each non-employee director
automatically will be granted NSOs to purchase an additional 5,000 shares of
Common Stock. Any person who first becomes a nonemployee director after the date
of the IPO otherwise than by election at an annual meeting of stockholders
automatically is granted, on the date of his or her election, NSOs to purchase
10,000 shares of Common Stock.

EXECUTIVE COMPENSATION

The following table sets forth information regarding the compensation of
the Company's chief executive officer and other executive officers who were
serving as such at December 31, 1997 (the "Named Executive Officers") for the
year ended December 31, 1997 and the period from the Company's inception (July
15, 1996) through December 31, 1996.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION(1) --------------------------
------------------------------------- SHARES
OTHER ANNUAL RESTRICTED UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY(2) BONUS COMPENSATION STOCK AWARDS OPTIONS
- ------------------------------------- --------- ---------- --------- ------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
John G. Vondrak, D.D.S............... 1997 $ 176,763 $ 52,000 $ 2,054(3) -- 135,000
Chairman of the Board and 1996 75,000 -- -- -- --
Chief Executive Officer
Robert J. Syverson(4)................ 1997 159,455 48,000 -- -- 100,000
President and Chief 1996 56,000 -- -- (5) --
Operating Officer
Michael W. Harlan.................... 1997 135,049 48,000 -- -- --
Vice President and Chief 1996 7,688 -- -- (5) 90,000
Financial Officer
H. Steven Walton(4).................. 1997 404,447(6) 37,000 -- -- 161,850
Vice President of Business 1996 -- -- -- -- --
Development
W. Daniel Cook....................... 1997 117,564 48,000 -- -- 70,000
Chief Administrative Officer 1996 10,000 -- -- (5) --

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
</TABLE>
30
<PAGE>
- ------------
(1) Excludes any perquisites and other benefits that do not exceed the lesser of
$50,000 or 10% of the total of annual salary and bonus reported for any
Named Executive Officer.

(2) Amounts shown for 1996 consist of fees earned as a consultant to the
Company. Amounts shown for 1997 include (i) fees earned as a consultant to
the Company from January 1997 to April 1997 of $62,500, $62,500, $51,021 and
$40,000 for Dr. Vondrak, Mr. Syverson, Mr. Harlan and Mr. Cook,
respectively.

(3) Consists of moving expenses reimbursed by the Company in 1997. Does not
include amounts for shares of stock purchased by Dr. Vondrak in October 1996
in respect of which the Company recorded a special compensation expense of
$9,052,346 in 1996.

(4) No longer an executive officer of the Company.

(5) Does not include amounts for shares of restricted stock purchased by Messrs.
Syverson and Cook in October 1996 and Mr. Harlan in December 1996. For
federal income tax purposes, the Company valued the shares purchased in
October 1996 at their purchase price ($1,030 for Mr. Syverson and $1,202 for
Mr. Cook) and the shares purchased by Mr. Harlan at $16,139. For financial
statement purposes, the Company recorded special compensation expense for
1996 of $1,029,980 (Mr. Syverson), $537,873 (Mr. Harlan) and $1,201,637 (Mr.
Cook). See "Certain Transactions -- Organization of the Company."

(6) Includes performance-based payment for successful completion of new
affiliations of orthodontists with the Company pursuant to Mr. Walton's
employment agreement with the Company. See "-- Employment Agreements."

OPTION GRANTS. The following table sets forth certain information on
grants of stock options during 1997 to the Named Executive Officers reflected in
the Summary Compensation Table.

STOCK OPTIONS GRANTED IN 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------- VALUE AT
PERCENT OF ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK
SHARES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(1)
OPTIONS EMPLOYEES PRICE (PER EXPIRATION ------------------------
GRANTED IN 1997 IN 1997 SHARE)(2) DATE 5% 10%
--------------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John G. Vondrak, D.D.S.................. 135,000(3) 14.6% $ 7.00 05/22/07 $ 594,305 $ 1,506,087
Robert J. Syverson...................... 100,000(3) 10.8 7.00 05/22/07 440,226 1,115,620
H. Steven Walton........................ 161,850(4) 17.5 7.00 05/22/07 712,506 1,805,631
W. Daniel Cook.......................... 70,000(3) 7.6 7.00 05/22/07 308,158 780,934

- ------------
</TABLE>

(1) The exercise price of the options granted was equal to the fair market value
of the Common Stock on the date of grant.

(2) The potential realizable value through the expiration date of the options
has been determined on the basis of the per share market price at the time
the options were granted, compounded annually over 10 years, net of the
exercise price. These values have been determined based upon assumed rates
of appreciation and are not intended to forecast the possible future
appreciation, if any, of the price or value of the Company's Common Stock.

(3) These options were granted in April 1997 and became exercisable with respect
to 25% of the shares subject thereto on May 29, 1997. They become
exercisable in additional 25% increments on each May 29 in the period ended
May 29, 2000.

(4) Includes options to purchase 85,000 shares granted in April 1997 which have
the exercisability schedule described in Note (1) above. The remaining
options became exercisable with respect to 38,425 shares on May 29, 1997 and
will become exercisable with respect to the remaining 38,425 shares on May
29, 1998.

31
<PAGE>
OPTION EXERCISES AND 1997 YEAR-END OPTION VALUES. The following table sets
forth certain information with respect to unexercised options to purchase Common
Stock held by the Named Executive Officers at December 31, 1997. None of the
Named Executive Officers exercised options in 1997.

YEAR-END 1997 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1997 DECEMBER 31, 1997(1)
------------------------------- -------------------------------
EXERCISABLE UNEXERCISABLE(2) EXERCISABLE UNEXERCISABLE(2)
----------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C>
John G. Vondrak......................... 33,750 101,250 $ 164,531 $493,594
Robert J. Syverson...................... 25,000 75,000 121,875 365,625
Michael W. Harlan....................... 45,000 45,000 219,375 219,375
H. Steven Walton........................ 59,675 102,175 290,916 498,103
W. Daniel Cook.......................... 17,500 52,500 85,313 255,938

- ------------
</TABLE>

(1) Value of unexercised in-the-money options is calculated based upon the
difference between the option price and the closing price of the Common
Stock at year end, multiplied by the number of shares underlying the
options. The closing price of the Common Stock as reported on the American
Stock Exchange on December 31, 1997 was $11.875.

(2) All of these options become immediately exercisable upon a change in control
of the Company.

EMPLOYMENT AGREEMENTS

The Company has employment agreements with Dr. Vondrak and Messrs. Harlan
and Cook. Each of these agreements provides for an annual base salary in an
amount not less than $180,000, $130,000 and $120,000 for Dr. Vondrak, Mr. Harlan
and Mr. Cook, respectively, and entitles the employee to participate in all the
Company's compensation plans (as defined in the agreements) in which other
executive officers of the Company participate. Each of these agreements also has
a continuous three-year term, subject to the right of the Company and the
employee to terminate the employee's employment at any time. If the employee's
employment is terminated by the Company without cause (as defined in the
agreements) or by the employee with good reason (as defined in the agreements),
the employee will be entitled, during each of the years in the three-year period
beginning on the termination date, to (i) periodic payments equal to his average
annual cash compensation (as defined in the agreements) from the Company,
including bonuses, if any, during the two years (or the period of employment, if
shorter) preceding the termination date, and (ii) continued participation in all
the Company's compensation plans (other than the granting of new awards under
the 1997 Stock Compensation Plan or any other performance-based plan). Except in
the case of a termination for cause, any stock options previously granted to the
employee under the 1997 Stock Compensation Plan that have not been exercised and
are outstanding as of the time immediately prior to the date of his termination
will remain outstanding (and continue to become exercisable pursuant to their
respective terms) until exercised or the expiration of their term, whichever is
earlier. If a change of control (as defined in the agreements) of the Company
occurs, the employee will be entitled to terminate his employment at any time
during the 365-day period following that change of control and receive a
lump-sum payment equal to three times his highest annual base salary under the
agreement (plus such amounts as may be necessary to hold the employee harmless
from the consequences of any resulting excise or other similar purpose tax
relating to "parachute payments" under the Internal Revenue Code of 1986, as
amended). Each employment agreement contains a covenant limiting the employee's
right to compete against the Company for a period of one year following
termination of employment.

The Company had employment agreements with Messrs. Syverson and Walton.
Both agreements, as amended in February 1998, provided that if the Company
terminates the employee's employment or the employee resigns, the employee will
be entitled to a severance benefit keyed to his prior annual cash compensation
and payable ratably over the 12-month period beginning on the date of
termination. As of March 31, 1998, the severance benefit for Mr. Syverson would
have been $682,500. As of the same date,

32
<PAGE>
the severance benefit for Mr. Walton, reflecting the commissions to which his
employment agreement entitles him in connection with the Company's new
affiliations with orthodontists, would have been a minimum of $1,600,000.

Mr. Walton's employment agreement obligated the Company to lend Mr. Walton,
on a nonrecourse unsecured basis, the amount necessary to enable him to exercise
options to purchase up to 76,850 shares of Common Stock at an exercise price of
$7.00 per share (a maximum of $537,950). The Company will treat this loan (or
loans) as compensation expense and ordinary income to Mr. Walton. In that event,
Mr. Walton's employment agreement would require the Company to reimburse Mr.
Walton in the amount necessary to place him in essentially the same tax position
had he purchased the optioned shares for a nominal amount in December 1996.

Each Affiliated Practice enters into an employment agreement with its
orthodontist employees. See "Business -- Orthodontist Employment Agreements."

1997 STOCK COMPENSATION PLAN

The objective of the Company's 1997 Stock Compensation Plan (the "Stock
Plan"), which was approved by the Board of Directors and the stockholders of
the Company, is to promote the growth and general prosperity of the Company by
enabling the Company (i) to grant to employees, non-employee directors, advisors
and orthodontists associated with Affiliated Practices shares of Common Stock
and options to purchase Common Stock, (ii) to help the Company attract and
retain superior personnel and (iii) to provide such persons with additional
incentives to contribute to the success of the Company. The number of shares of
Common Stock that may be issued under the Stock Plan is the greater of 1,000,000
shares or 12% of the number of shares outstanding on the last day of the
preceding calendar quarter (which includes 979,050 shares subject to options
previously granted).

The Stock Plan provides for the grant of stock options and restricted stock
(collectively, "Awards"). Since the date of the IPO, the Stock Plan has been
administered by the Compensation Committee of the Board of Directors, which is
comprised of five non-employee members of the Board of Directors (the
"Committee"). The Committee has, subject to the terms of the Stock Plan, the
sole authority to grant Awards, to interpret the Stock Plan and to make all
other determinations necessary or advisable for the administration of the Stock
Plan. All the Company's employees, non-employee directors, advisors and
orthodontists associated with Affiliated Practices are eligible to receive
Awards.

As of May 4, 1998, the Company had (i) outstanding options to purchase a
total of approximately 979,050 shares of Common Stock under the Stock Plan and
(ii) approximately 264,000 additional shares available for future Awards under
the Stock Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In September 1997, the Company established a Compensation Committee to make
recommendations with respect to salaries and bonuses to be paid to officers and
other employees of the Company. The current members of the Compensation
Committee of the Board are Messrs. Brewton, Crosby, Marxen, Waddell and Sherrill
(chairman), each of whom is a nonemployee director. Prior to completion of the
Company's initial public offering, matters with respect to the compensation of
executive officers and other employees of the Company were determined by the
members of the Board of Directors as a whole. Messrs. Vondrak and Cook, who were
members of the Board of Directors, participated in deliberations concerning
compensation.

33
<PAGE>
CERTAIN TRANSACTIONS

ORGANIZATION OF THE COMPANY

The following table provides certain information concerning the shares of
Class B Stock the Company issued and sold to certain of its affiliates on
October 11 and December 9, 1996:

DATE OF NUMBER PURCHASE PRICE
NAME ISSUANCE OF SHARES PER SHARE
- ----------------------------------- ----------- --------- --------------
John G. Vondrak, D.D.S............. 10/11/96 1,358,782 $ .001
TriCap Funding I, L.L.C............ 10/11/96 1,373,498 .001
Robert J. Syverson................. 10/11/96 130,809 .001
W. Daniel Cook..................... 10/11/96 171,687 .001
Michael W. Harlan.................. 12/09/96 76,850 .001

The number of shares of Class B Stock issued on October 11, 1996 to each of
the founding stockholders shown in the table was determined by negotiations
among the founding stockholders. The number of shares of Class B Stock issued to
Michael W. Harlan on December 9, 1996 was determined by negotiations between the
Board of Directors and Mr. Harlan. Class B Stock is convertible into Common
Stock on a share-for-share basis under certain circumstances.

The shares of Class B Stock the Company sold to Messrs. Syverson and
Harlan, and 76% of the shares the Company sold to Mr. Cook, in 1996 were issued
subject to restrictions on transfer and risk of forfeiture if employment were to
be terminated in certain circumstances. When the IPO closed, these restrictions
and risk lapsed with respect to 50% of the restricted shares each employee owns.
The Company expects that these restrictions and risk will lapse on May 29, 1998
on the remaining restricted shares each employee owns.

In connection with the acquisition of the assets of JGVAOI, one of the
Founding Affiliated Practices, Dr. Vondrak received approximately 259,981 shares
of Common Stock and $455,000, and entered into a Service Agreement providing for
service fee payments to the Company. In July 1997, Dr. Vondrak transferred his
practice to another orthodontist affiliated with the Company. As a result, Dr.
Vondrak is no longer a party to a Service Agreement with the Company and paid no
fees to the Company pursuant to that Service Agreement. The Company used its
proceeds from the IPO and funds advanced by TriCap to reimburse JGVAOI for the
Company's organizational expenses JGVAOI had incurred on the Company's behalf.

AGREEMENTS WITH TRICAP AND TRICAP PARTNERS

TriCap Partners, an affiliate of TriCap that is co-owned by Mr. Sherrill, a
director, was the exclusive financial advisor to the Company pursuant to a
consulting agreement that expired May 29, 1997. Pursuant to that agreement and
when the IPO closed, the Company (i) paid to TriCap Partners $500,000 and (ii)
issued to TriCap Partners a warrant to purchase 180,000 shares of Common Stock
at an exercise price per share of $7.00. The Company granted TriCap Partners
certain demand and piggyback registration rights respecting the warrant shares.
TriCap partners subsequently distributed this warrant to its investors,
including Mr. Sherrill.

Pursuant to a funding agreement between TriCap and the Company, TriCap
advanced to the Company approximately $2.6 million to fund transaction costs in
connection with the affiliation with the Founding Affiliated Practices and the
IPO. The Company used proceeds from the IPO to repay these advances, together
with expenses of approximately $400,000 incurred by TriCap on behalf of the
Company with interest. The funding agreement terminated pursuant to its terms on
May 29, 1997. In connection with the funding agreement, the Company granted
TriCap and Dr. Vondrak certain piggyback registration rights.

TriCap purchased 400,000 shares of Common Stock in the IPO. TriCap
subsequently distributed all the shares of the Company held by it, including
these shares, to its investors.

34
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the shares of Common Stock and the Class B
Stock of the Company beneficially owned directly or indirectly as of May 1, 1998
(i) by each person who is known to the Company to own beneficially more than 5%
of the Common Stock and the Class B Stock, (ii) each of the Company's directors
and Named Executive Officers and (iii) all executive officers and directors as a
group.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
----------------------------------------------------------
COMBINED
COMMON PERCENT CLASS B PERCENT VOTING
STOCK(2) OF CLASS STOCK OF CLASS POWER
--------- -------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
John G. Vondrak, D.D.S.(1)........... 377,481 3.6% 1,293,377 42.4% 6.7%
Robert J. Syverson................... 50,000 * 130,809 4.3 *
Michael W. Harlan.................... 45,000 * 76,850(3) 2.5 *
H. Steven Walton..................... 120,850 * -- -- *
W. Daniel Cook(1).................... 60,198 * 171,687 5.6 *
Robert L. Brewton.................... 2,500 * -- -- *
Rod L. Crosby, Jr. .................. 18,906 * 28,167 1.0 *
Richard J. Marxen.................... 2,500 * -- -- *
William W. Sherrill.................. 66,250 * 137,350 4.5 1.0
Clyde C. Waddell, Jr. ............... 2,500 * -- -- *
All executive officers and directors
as a group
(10 persons)....................... 746,185 7.1 1,838,240 60.3 11.3
</TABLE>

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

* less than 1%.

(1) The address of such person is 2777 Allen Parkway, Suite 700, Houston, Texas
77019.

(2) Includes shares subject to outstanding options that are or will become
exercisable within 60 days of May 1, 1998, as follows: Dr.
Vondrak -- 67,500; Mr. Syverson -- 50,000; Mr. Harlan -- 45,000; Mr.
Walton -- 119,350; Mr. Cook -- 35,000 shares; and Messrs. Brewton, Crosby,
Marxen, Sherrill and Waddell -- 2,500 each. In addition, the shares shown
for Mr. Sherrill include 60,000 shares subject to an outstanding exercisable
warrant.

(3) Includes 16,350 shares held of record by the Michael and Bonnie Harlan 1996
Family Trust. Mr. Harlan disclaims beneficial ownership of those shares.

35
<PAGE>
DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 25,000,000 shares of
Common Stock, par value $0.001 per share, 4,106,852 shares of Class B Stock, par
value $0.001 per share, and 10,000,000 shares of preferred stock, par value
$0.001 per share (the "Preferred Stock"). As of May 4, 1998, 10,540,016 shares
of Common Stock were issued and outstanding, 3,048,107 shares of Class B Stock
were issued and outstanding and no shares of Preferred Stock of the Company were
issued and outstanding. The following summary is qualified in its entirety by
reference to the Charter, which is included as an exhibit to the Registration
Statement of which this Prospectus is a part.

COMMON STOCK AND CLASS B STOCK

Holders of Class B Stock have the ability to elect as a class one member of
the present seven-member Board of Directors and holders of the Common Stock have
the ability to elect as a class all other members of the Board of Directors. If
the authorized number of directors were to increase to 10 or more, holders of
Class B Stock would have the ability to elect 20% of the Board of Directors
(rounded down to the nearest whole number) and, subject to the rights of the
holders of any series of preferred stock, the holders of Common Stock would have
the right to elect the remaining directors. The Common Stock and Class B Stock
possess ordinary voting rights and vote together as a single class in respect of
all other corporate matters, holders of Common Stock having one vote per share
and holders of Class B Stock having three-tenths ( 3/10ths) of a vote per share.
The Common Stock and Class B Stock afford no cumulative voting rights, and the
holders of a majority of the shares of the Common Stock or the Class B Stock, as
applicable, voting for the election of directors can elect all the directors to
be elected by the holders of such stock if they choose to do so. The Common
Stock and Class B Stock carry no preemptive rights and are not redeemable,
assessable or entitled to the benefits of any sinking fund. The holders of
Common Stock and Class B Stock are entitled to dividends in such amounts and at
such times as may be declared by the Board of Directors out of funds legally
available therefor. The Company intends that all future dividends, if any,
declared on, or distributions with respect to, its shares of Common Stock and
Class B Stock will be paid on a pro rata basis to the holders of such shares.
See "Dividend Policy" for information regarding the Company's dividend policy.

Directors may be removed, with cause, by the holders of the class or
classes of stock that elected them. Directors may be removed by the Board of
Directors only for cause. Vacancies in a directorship may be filled by the vote
of the class or classes of shares that had previously filled that vacancy, or by
the remaining directors or director elected by such class or classes; however,
if there are no such directors, the vacancy may be filled by the other
directors.

Each share of Class B Stock will automatically convert to Common Stock on a
share-for-share basis (i) in the event of a disposition of such share of Class B
Stock by the holder thereof (excluding dispositions to such holder's
affiliates), (ii) in the event any person not affiliated with Apple acquires
beneficial ownership of 15% or more of the outstanding shares of capital stock
of the Company, (iii) in the event any person not affiliated with Apple offers
to acquire beneficial ownership of 15% or more of the outstanding shares of
capital stock of the Company, (iv) in the event the holder of such share elects
to so convert at any time after the second anniversary of the date of the IPO,
(v) on the fifth anniversary of the date of the IPO or (vi) in the event the
holders of a majority of the outstanding shares of Common Stock approve such
conversion. In addition, the Company may elect to convert any outstanding shares
of Class B Stock into shares of Common Stock in the event 80% or more of the
outstanding shares of Class B Stock as of the date of the IPO have previously
been converted into shares of Common Stock.

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the provisions
of the Charter and limitations prescribed by law, the Board of Directors is
expressly authorized to adopt resolutions to issue the shares, to fix the number
of shares and to change the number of shares constituting any series and to
provide for or change the voting powers,

36
<PAGE>
designations, preferences and relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof, including dividend
rights (including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any class or
series of the Preferred Stock, in each case without any further action or vote
by the holders of Common Stock.

Although the Company has no present intention to issue shares of Preferred
Stock, the issuance of shares of Preferred Stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For example, the issuance of a series of Preferred Stock might impede
a business combination by including class voting rights that would enable the
holders to block such a transaction. On the other hand, such issuance might
facilitate a business combination by including voting rights that would provide
a required percentage vote of the stockholders. In addition, under certain
circumstances, the issuance of Preferred Stock could adversely affect the voting
power of the holders of the Common Stock. Although the Board of Directors is
required to make any determination to issue such stock based on its judgment as
to the best interests of the stockholders of the Company, the Board of Directors
could act in a manner that would discourage an acquisition attempt or other
transaction that some or a majority of the stockholders might believe to be in
their best interests or in which stockholders might receive a premium for their
stock over the then-market price of such stock. The Board of Directors does not
at present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or the rules of any
market on which the Company's securities are traded.

STATUTORY BUSINESS COMBINATION PROVISION

The Company is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law (the "DGCL"). In general, Section 203
prevents an "interested stockholder" (defined generally as a person owning 15%
or more of a corporation's outstanding voting stock) from engaging in a
"business combination" (as defined) with a Delaware corporation for three
years following the time such person became an interested stockholder unless (i)
before such person became an interested stockholder, the board of directors of
the corporation approved the transaction in which the interested stockholder
became an interested stockholder or approved the business combination, (ii) on
consummation of the transaction that resulted in the stockholder's becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
rights to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer) or (iii) following the transaction in
which such person became an interested stockholder, the business combination was
approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the announcement or notification of one of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors who were directors prior to any person's becoming an
interested stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.

OTHER MATTERS

Delaware law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of a director's fiduciary duty of care. The duty of care
requires that, when acting on behalf of the corporation, directors must exercise
an informed business judgment based on all material information reasonably
available to them. Absent the limitations authorized by Delaware law, directors
are accountable to corporations and their stockholders for monetary damages for
conduct constituting gross negligence in the exercise of their duty of care.
Delaware law

37
<PAGE>
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The Charter limits the liability of directors of the
Company to the Company or its stockholders to the fullest extent permitted by
Delaware law. Specifically, directors of the Company will not be personally
liable for monetary damages for breach of a director's fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit.

The inclusion of this provision in the Charter may have the effect of
reducing the likelihood of derivative litigation against directors and may
discourage or deter stockholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an action, if
successful, might otherwise have benefited the Company and its stockholders. The
Company's Bylaws provide indemnification to the Company's officers and directors
and certain other persons with respect to certain matters, and the Company has
entered into agreements with each of its directors and executive officers
providing for indemnification with respect to certain matters.

The Charter provides that stockholders may act only at an annual or special
meeting of stockholders and may not act by written consent. The Charter and the
Bylaws provide that special meetings of the stockholders can be called only by
the Chairman of the Board, the President or a majority of the Board of
Directors.

The Charter provides that the Board of Directors shall consist of three
classes of directors serving for staggered terms. As a result, it is currently
contemplated that approximately one-third of the Company's Board of Directors
will be elected each year. The classified board provision could prevent a party
who acquires control of a majority of the outstanding voting stock of the
Company from obtaining control of the Board of Directors until the second annual
stockholders' meeting following the date the acquiror obtains the controlling
interest. In addition, the provisions of the Charter relating to the election of
certain directors by the holders of the Class B Stock will prevent persons
controlling a majority of the outstanding Common Stock from replacing such
directors. See "Management -- Directors, Executive Officers and Key
Employees."

The Charter provides that the number of directors shall be as determined by
the Board of Directors from time to time, but shall not be less than three. It
also provides that a director may be removed only for cause, and then only by
the affirmative vote of the holders of at least a majority of all outstanding
shares of the class entitled to vote with respect to the election of such
director. This provision, in conjunction with the Charter provisions authorizing
the Board of Directors to fill vacant directorships, will prevent stockholders
from removing incumbent directors without cause and filling the resulting
vacancies with their own nominees.

STOCKHOLDER PROPOSALS

The Company's Bylaws contain provisions (i) requiring that advance notice
be delivered to the Company of any business to be brought by a stockholder
before an annual meeting of stockholders and (ii) establishing certain
procedures to be followed by stockholders in nominating persons for election to
the Board of Directors. Generally, such advance notice provisions provide that
written notice must be given to the Secretary of the Company by a stockholder
(i) in the event of business to be brought by a stockholder before an annual
meeting, not less than 90 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders (with certain exceptions if the date of
the annual meeting is different by more than specified amounts from the
anniversary date), and (ii) in the event of nominations of persons for election
to the Board of Directors by any stockholder, (a) with respect to an election to
be held at the annual meeting of stockholders, not less than 90 days prior to
the anniversary date of the immediately preceding annual meeting of stockholders
(with certain exceptions if the date of the annual meeting is different by more
than specified amounts from the anniversary date) and (b) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, not later than the close of business on the

38
<PAGE>
seventh day following the day on which notice of the date of the special meeting
was mailed to stockholders or public disclosure of the date of the special
meeting was made, whichever first occurs. Such notice must set forth specific
information regarding such stockholder and such business or director nominee, as
described in the Company's Bylaws. The foregoing summary is qualified in its
entirety by reference to the Company's Bylaws, which are included as an exhibit
to the Registration Statement of which this Prospectus is a part.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is ChaseMellon
Shareholder Services, L.L.C.

SHARES ELIGIBLE FOR FUTURE SALE

As of May 4, 1998, the Company had outstanding (i) 10,540,016 shares of
Common Stock and (ii) 3,048,107 shares of Class B Stock. The 4,617,500 shares of
Common Stock sold in the IPO and a registered public offering in November 1997
generally are freely tradable. Approximately 3,449,000 shares of Common Stock
are subject to contractual restrictions on resale that lapse on May 29, 1998,
when these shares will become eligible for resales subject to the applicable
limitations of Securities Act Rule 144. Approximately 1,346,000 shares of Common
Stock are subject to contractual restrictions on resale that lapse at various
times during the 12 months ending April 30, 1999. These shares were registered
under the Securities Act by means of the Registration Statement of which this
Prospectus is a part. Beginning in June 1998, substantially all the remaining
outstanding shares of Common Stock (including shares issued and held in trust
for exchange for securities of a Canadian subsidiary) and the outstanding Class
B Stock will be eligible for resale either subject to the applicable limitations
of Rule 144 or by means of a shelf registration statement the Company will file
under the Securities Act.

In general, under Rule 144, if a minimum of one year has elapsed since the
later of the date of acquisition of restricted securities from the issuer or
from an affiliate of the issuer, the acquiror or subsequent holder would be
entitled to sell within any three-month period a number of those shares that
does not exceed the greater of 1% of the number of shares of such class of stock
then outstanding or the average weekly trading volume of the shares of such
class of stock during the four calendar weeks preceding the filing of a Form 144
with respect to such sale. Sales under Rule 144 are also subject to certain
manner of sale provisions and notice requirements and to the availability of
current public information about the issuer. In addition, if a period of at
least two years has elapsed since the later of the date of acquisition of
restricted securities from the issuer or from any affiliate of the issuer, and
the acquiror or subsequent holder thereof is deemed not to have been an
affiliate of the issuer of such restricted securities at any time during the 90
days preceding a sale, such person would be entitled to sell such restricted
securities under Rule 144(k) without regard to the requirements described above.
Rule 144 does not require the same person to have held the securities for the
applicable periods. The foregoing summary of Rule 144 is not intended to be a
complete description thereof. The SEC has proposed certain amendments to Rule
144 that would, among other things, eliminate the manner of sale requirements
and revise the notice provisions of that rule. The SEC has also solicited
comments on other possible changes to Rule 144, including possible revisions to
the one- and two-year holding periods and the volume limitations referred to
above.

As of May 4, 1998, options to purchase an aggregate of approximately
979,050 shares of Common Stock were outstanding under the Company's Stock Plan.
See "Management -- 1997 Stock Compensation Plan." In general, pursuant to Rule
701 under the Securities Act, any employee, officer or director of, or
consultant to, the Company who purchased his or her shares pursuant to a written
compensatory plan or contract is entitled to rely on the resale provisions of
Rule 701, which permit non-affiliates to sell such shares without compliance
with the public information, holding period, volume limitation or notice
provisions of Rule 144, and permit affiliates to sell such shares without
compliance with the holding period provisions of Rule 144, in each case
commencing 90 days after May 22, 1997, the date on which the Company became
subject to the reporting requirements of the Exchange Act. A total of 979,050
shares of Common Stock are eligible for resale pursuant to Rule 701 (on exercise
of options). In addition, the Company has filed a registration statement on Form
S-8 covering the 980,000 shares underlying Awards

39
<PAGE>
under the Stock Plan. As a result, these shares generally will be freely
tradable by non-affiliates in the public market without restriction under the
Securities Act.

Pursuant to Securities Act Rule 145, the volume limitations and certain
other requirements of Rule 144 will apply to resales of the Common Stock this
Prospectus covers by affiliates of the Practices with which the Company
affiliates or the businesses the Company acquires for a period of one year from
the date of the affiliation or acquisition (or such shorter period as the SEC
may prescribe), but otherwise these shares will be freely tradable by persons
not affiliated with the Company unless it restricts their resale by contract.
The Company anticipates that the agreements entered into in connection with its
future Affiliations will contractually restrict the resale of all or a portion
of the shares issued in those transactions for varying periods of time.

In connection with the affiliations with the Founding Affiliated Practices,
the Company entered into a registration rights agreement with former
stockholders of the Founding Affiliated Practices (the "Registration Rights
Agreement"), which provides certain registration rights with respect to the
Common Stock issued to such stockholders in connection with such affiliations.
The Registration Rights Agreement provides the holders of Common Stock subject
to the agreement with the right in the event the Company proposes to register
under the Securities Act any Common Stock for its own account or for the account
of others at any time through November 2001, subject to certain exceptions, to
require the Company to include shares owned by them in the registration. In
addition, pursuant to separate registration rights agreements with TriCap, Dr.
Vondrak and TriCap Partners, certain of these parties and certain of their
transferees have the right, in the event the Company proposes to register under
the Securities Act any Common Stock for its own account or for the account of
others at any time through November 2001, subject to certain exceptions, to
require the Company to include shares owned by them in the registration.
Furthermore, the registration rights agreement to which TriCap Partners is a
party provides for a single demand registration right pursuant to which Apple
will file a registration statement under the Securities Act to register the sale
of the shares issuable on exercise of the warrant described under "Certain
Transactions." The demand request may be made at any time before May 31, 2002,
subject to certain conditions and limitations.

In the case of each registration rights agreement described, the Company is
generally required to pay the costs associated with such an offering other than
fees and disbursements of counsel for the selling stockholders, any brokerage
fees and expenses applicable to shares of Common Stock being sold by them,
underwriting discounts and commissions and transfer taxes attributable to the
shares sold on behalf of the selling stockholders. Each registration rights
agreement provides that the number of shares of Common Stock that must be
registered on behalf of the selling stockholders is subject to limitation if the
managing underwriter determines that market conditions require a limitation.
Under each agreement, the Company will indemnify the selling stockholders
thereunder, and such stockholders will indemnify the Company, against certain
liabilities in respect of any registration statement or offering covered by the
registration rights agreement.

No prediction can be made of the effect, if any, that sales of shares under
Rule 144, or otherwise, or the availability of shares for sale will have on the
market price of the Common Stock prevailing from time to time. The Company is
unable to estimate the number of shares that may be sold in the public market
under Rule 144, or otherwise, because such amount will depend on the trading
volume in, and market price for, the Common Stock and other factors.
Nevertheless, sales of substantial amounts of shares in the public market, or
the perception that such sales could occur, could adversely affect the market
price of the Common Stock of the Company.

PLAN OF DISTRIBUTION

This Prospectus covers the offer and sale of up to 654,217 shares of Common
Stock the Company may issue from time to time in connection with the future
Affiliations.

The Company expects that the terms on which it may issue the shares will be
determined through negotiations with the security holders or principal owners of
the Practices with which the Company affiliates or the businesses the Company
acquires. It expects that the shares issued will be valued at prices

40
<PAGE>
reasonably related to market prices for the Common Stock prevailing either at
the time an Affiliation agreement is executed or at the time an Affiliation is
consummated.

The shares of Common Stock offered hereby will be included on The American
Stock Exchange, but may be subject to certain contractual holding period
restrictions.

EXPERTS

The financial statements of Apple Orthodontix, Inc. as of December 31, 1997
and for the period from inception, July 15, 1996, through December 31, 1996
included in this Prospectus and appearing elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, which is
included herein in reliance upon the authority of said firm as experts in giving
said report.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports,
proxy statements and other information with the SEC. Such reports, proxy
statements and other information may be inspected without charge at the Public
Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the following regional offices of the SEC:
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies can also
be obtained from the SEC at prescribed rates. The SEC maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
The Common Stock is listed on The American Stock Exchange. The Company's
reports, proxy statements and other information are available for inspection at
the offices of The American Stock Exchange, Inc., 86 Trinity Place, New York,
New York 10006-1881.

The Company has filed with the SEC a Registration Statement on Form S-4
with respect to the Common Stock offered hereby. This Prospectus, filed as part
of the Registration Statement, does not contain all the information contained in
the Registration Statement, certain portions of which have been omitted in
accordance with the rules and regulations of the SEC. For further information
with respect to the Company and the Common Stock offered hereby, reference is
made to the Registration Statement, including the exhibits and schedules
thereto. Statements contained in this Prospectus as to the contents of any
contract or other document filed as an exhibit to the Registration Statement are
qualified in their entirety by reference to such exhibits for complete
statements of their provisions. All of these documents may be inspected without
charge at the SEC's offices or copied at prescribed rates.

<PAGE>
INDEX TO FINANCIAL STATEMENTS

PAGE
-----
AUDITED FINANCIAL STATEMENTS OF APPLE
ORTHODONTIX, INC.
Report of Independent Public
Accountants..................... F-2
Consolidated Balance Sheet...... F-3
Consolidated Statements of
Operations...................... F-4
Consolidated Statements of
Changes in Stockholders' Equity
(Deficit)....................... F-5
Consolidated Statements of Cash
Flows........................... F-6
Notes to Financial Statements... F-7

F-1

<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Apple Orthodontix, Inc.:

We have audited the accompanying consolidated balance sheets of Apple
Orthodontix, Inc., a Delaware corporation, and subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of operations, changes in
stockholders' equity (deficit) and cash flows for the year ended December 31,
1997 and the period from inception, July 15, 1996, through December 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Apple
Orthodontix, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the year ended December 31,
1997 and the period from inception, July 15, 1996, through December 31, 1996, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Houston, Texas
February 25, 1998

F-2
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
-------------------------------
1997 1996
-------------- ---------------
ASSETS
Current assets:
Cash and cash equivalents....... $ 2,114,449 $ 21,254
Restricted cash................. 2,140,146 --
Receivable from orthodontic
practices, net of allowances
of $69,163 and $0,
respectively.................. 2,361,627 --
Prepaid expenses................ 250,205 --
Other current assets............ 644,557 --
-------------- ---------------
Total current assets....... 7,510,984 21,254
-------------- ---------------
Property and equipment, net.......... 6,025,430 --
Intangible assets, net............... 39,146,371 44,687
Receivable from orthodontic
practices, net of current
portion............................ 1,641,633 --
Deferred issuance costs.............. 34,325 1,395,350
Other assets......................... 821,508 --
-------------- ---------------
Total assets............... $ 55,180,251 $ 1,461,291
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
Current liabilities:
Current maturities of long-term
debt.......................... $ 1,022,710 $ --
Accounts payable and accrued
expenses...................... 3,242,000 1,830,009
Payable to orthodontic
practices..................... 250,649 --
Income tax payable.............. 351,013 --
Amounts due to venture capital
investors..................... -- 515,000
-------------- ---------------
Total current
liabilities............. 4,866,372 2,345,009
-------------- ---------------
Long-term debt, net of current
maturities......................... 247,624 --
Deferred income taxes................ 14,544,383 --
Other long-term obligations.......... 29,099 --
-------------- ---------------
Total liabilities.......... 19,687,478 2,345,009
-------------- ---------------
Commitments and contingencies
Stockholders' equity (deficit)
Class A common stock , $0.001
par value, 25,000,000 shares
authorized, 9,980,192 and 0
shares issued and
outstanding................... 9,980 --
Class B common stock, $0.001 par
value, 4,106,852 shares
authorized, 3,176,774 and
3,347,084 shares issued and
outstanding................... 3,177 3,347
Additional paid-in capital...... 58,295,163 23,422,313
Warrants........................ 777,106 --
Retained deficit................ (23,592,653) (24,309,378)
-------------- ---------------
Total stockholders' equity
(deficit)............... 35,492,773 (883,718)
-------------- ---------------
Total liabilities and
stockholders' equity
(deficit)............... $ 55,180,251 $ 1,461,291
============== ===============

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

F-3
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

PERIOD FROM
INCEPTION
(JULY 15,
YEAR ENDED 1996) THROUGH
DECEMBER 31, DECEMBER 31,
1997 1996
------------- -------------
Management service fee revenues...... $ 19,185,550 $ --
Costs and expenses:
Salaries and benefits.............. 8,411,032 627,476
Orthodontic supplies............... 2,351,786 --
Rent............................... 2,155,876 19,676
Advertising and marketing.......... 483,973 --
General and administrative......... 3,616,596 232,232
Depreciation and amortization...... 943,437 4,510
Special compensation expense
related to issuance of stock.... -- 13,812,681
Special consulting expense related
to issuance of stock............ -- 9,612,803
------------- -------------
Total costs and expenses... 17,962,700 24,309,378
------------- -------------
Operating income (loss).... 1,222,850 (24,309,378)
Interest expense..................... 273,506 --
Interest income...................... (190,669) --
Other expense (income), net.......... (15,994) --
------------- -------------
Income (loss) before income
tax provision........... 1,156,007 (24,309,378)
Income tax provision................. 439,282 --
------------- -------------
Net income (loss).......... $ 716,725 $ (24,309,378)
============= =============
Earnings (loss) per common and common
equivalent share:
Basic...................... $ 0.09 $ (7.24)
============= =============
Diluted.................... $ 0.09 $ (7.24)
============= =============
Number of shares used in calculating
earnings (loss) per common and
common equivalent share:
Basic...................... 8,131,905 3,358,513
============= =============
Diluted.................... 8,344,398 3,358,513
============= =============

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

F-4
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
CLASS A AND B TOTAL
COMMON STOCK ADDITIONAL STOCKHOLDERS'
------------------------- PAID-IN RETAINED EQUITY
SHARES AMOUNT CAPITAL WARRANTS DEFICIT (DEFICIT)
-------------- --------- ----------- -------- ------------ -------------
<S> <C> <C> <C> <C>
BALANCE, July 15, 1996.................. -- $ -- $ -- $ -- $ -- $ --
Issuance of stock.................. 3,347,084 3,347 23,422,313 -- -- 23,425,660
Net loss........................... -- -- -- -- (24,309,378) (24,309,378)
-------------- --------- ----------- -------- ------------ -------------
BALANCE, December 31, 1996.............. 3,347,084 3,347 23,422,313 -- (24,309,378) (883,718)
Issuances of common stock.......... 4,196,800 4,197 27,428,872 -- -- 27,433,069
Transfers of certain assets and
liabilities by founders.......... 3,682,554 3,683 495,274 -- -- 498,957
Special dividend to founders....... -- -- (6,591,711) -- -- (6,591,711)
Issuance of warrants............... -- -- (777,106) 777,106 -- --
Issuance of stock to new affiliated
practices........................ 1,930,528 1,930 14,112,622 -- -- 14,114,552
Issuances of options to
non-employees.................... -- -- 204,899 -- -- 204,899
Net income......................... -- -- -- -- 716,725 716,725
-------------- --------- ----------- -------- ------------ -------------
BALANCE, December 31, 1997.............. 13,156,966 $ 13,157 $58,295,163 $777,106 $(23,592,653) $ 35,492,773
============== ========= =========== ======== ============ =============
</TABLE>

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

F-5
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

PERIOD FROM
INCEPTION
(JULY 15, 1996)
YEAR ENDED THROUGH
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............... $ 716,725 $ (24,309,378)
Adjustments to reconcile net
income (loss) to net cash used
in operating activities:
Depreciation and
amortization............ 943,437 4,510
Deferred income tax
expense................. 88,270 --
Special compensation and
consulting expense paid
in stock................ -- 23,425,484
Provision for doubtful
accounts................ 69,163 --
Changes in assets and
liabilities, excluding effects
of acquisitions:
Receivable from orthodontic
practices............... (2,322,907) --
Prepaid expenses........... (285,888) --
Other assets............... (683,073) --
Payables and other accrued
liabilities............. (1,766,379) 404,215
----------------- -----------------
Net cash used in
operating
activities......... (3,240,652) (475,169)
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............ (3,631,962) --
Payments for new affiliated
practices..................... (6,815,963) --
Payments of costs associated
with entering into new
affiliations.................. (1,548,751)
Payment into escrow for a new
affiliated practice........... (2,140,146) --
Advances to affiliates.......... (1,868,446) --
Repayment of advances by
affiliates.................... 123,142 --
----------------- -----------------
Net cash used in
investing
activities......... (15,882,126) --
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings........ 14,934,130 798,744
Repayments of borrowings........ (15,353,817) (253,300)
Proceeds from issuances of
common stock.................. 33,723,540 176
Cash paid related to common
stock issuance costs.......... (5,496,169) (49,197)
Special dividend to founders.... (6,591,711) --
----------------- -----------------
Net cash provided by
financing
activities......... 21,215,973 496,423
----------------- -----------------
NET INCREASE IN CASH AND CASH
EQUIVALENTS........................ 2,093,195 21,254
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD................ 21,254 --
----------------- -----------------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD............................. $ 2,114,449 $ 21,254
================= =================

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

F-6
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

Apple Orthodontix, Inc. ("Apple" or the "Company") was founded in July
1996 to provide practice management services to orthodontic practices in the
United States and Canada. On May 29, 1997, Apple acquired substantially all of
the tangible and intangible assets and assumed certain of the liabilities of 31
orthodontic practices (collectively, the "Founding Affiliated Practices") in
exchange for 3.7 million shares of its class A common stock, par value $.001 per
share (the "Common Stock"), and $6.6 million (the "Acquisitions").
Simultaneous with the Acquisitions, Apple closed its initial public offering
(the "IPO") of 2.7 million shares of Common Stock. The net proceeds of the
Common Stock issued in the IPO (after deducting the underwriting discounts and
commissions) were $17.6 million. Total related offering costs were $5.5 million.

Apple effectively began operations with the Founding Affiliated Practices
on June 1, 1997. Apple has subsequently acquired the assets and assumed the
liabilities of additional practices (the "New Orthodontist Affiliations"). The
New Orthodontist Affiliations together with the Founding Affiliated Practices
are collectively referred to as the "Affiliated Practices."

The acquisitions of the Founding Affiliated Practices have been accounted
for in accordance with the Securities and Exchange Commission's Staff Accounting
Bulletin ("SAB") No. 48. In accordance with SAB No. 48, the acquisition of the
assets and assumption of certain liabilities for all of the Founding Affiliated
Practices has been accounted for by the Company at the transferors' historical
cost basis, with the shares of Common Stock issued in those transactions being
valued at the historical cost of the nonmonetary assets acquired net of
liabilities assumed. The cash consideration paid at closing on May 29, 1997, is
reflected as a dividend by the Company to the owners of the Founding Affiliated
Practices in the quarter ended June 30, 1997. SAB No. 48 is not applicable to
affiliations made by the Company subsequent to the IPO.

The acquisitions of assets and liabilities of the New Orthodontist
Affiliations are accounted for by allocating the fair market value of the
consideration paid by Apple to the assets acquired, net of liabilities assumed,
including intangible assets. As a result of this allocation process, the Company
records a significant portion of the consideration as a service fee intangible.
The service fee intangible has resulted and will continue to result in
substantial noncash amortization charges for intangible assets in the Company's
consolidated statements of operations.

2. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All intercompany transactions and balances
have been eliminated.

CASH AND CASH EQUIVALENTS

For purposes of the consolidated statements of cash flows, the Company
considers all time deposits and certificates of deposit with original maturities
of three months or less to be cash equivalents.

RECEIVABLE FROM ORTHODONTIC PRACTICES, NET

The Company grants credit to its customers (i.e. the Affiliated Practices),
which are located in various geographic regions throughout the United States and
Canada. The Company performs ongoing credit evaluations of its customers and
generally does not require collateral. The Company maintains an allowance for
doubtful accounts at a level which management believes is sufficient to cover
potential credit losses.

F-7
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT, NET

Property and equipment is stated at cost. Equipment under capital leases is
stated at the net present value of the future minimum lease payments at the
inception of the related leases. Depreciation of property and equipment is
calculated using the straight-line method over the estimated useful lives of the
assets. Routine maintenance and repairs are charged to expense as incurred,
while costs of betterment and renewals are capitalized.

INTANGIBLE ASSETS, NET

Intangible assets consist primarily of service fee intangibles which are
amortized over the life of the service agreement (ranging from 20 to 40 years)
with the respective Affiliated Practice. Service fee intangibles represent the
excess of the costs of affiliation over the fair value of the net assets
acquired. The costs of affiliation include the consideration paid to the owners
of the Affiliated Practices, the incremental out-of-pocket costs incurred in
connection with the affiliation and the direct costs related to the Apple
employees who identify, evaluate, negotiate and close the affiliation. Such
costs are recorded as other noncurrent assets until consummation of the
affiliation. If an affiliation is not consummated, all such costs are expensed
in the period in which the affiliation is abandoned. The Company's management
periodically evaluates the realizability of the intangible assets on a practice
by practice basis considering such factors as profitability and net cash flow.
Should this evaluation result in an assessment that the value of the intangible
asset is overstated, an adjustment will be made in the period that the
adjustment is identified. If it is determined that the estimated remaining
service period requires revision, that revision will be made on a prospective
basis.

REVENUE RECOGNITION

The management service fee revenues (the "Service Fees") payable to the
Company by the Founding Affiliated Practices under their Service Agreements with
the Company (the "Service Agreements") vary based on the fair market value, as
determined in arm's-length negotiations, for the nature and amount of services
provided. Except with respect to Service Agreements providing for the payment of
flat fees, the Service Fees earned by the Company are in accordance with the
Company's two general types of Service Agreements. The Standard Contract calls
for a calculation of the monthly Service Fee based on the total revenues earned
by the Founding Affiliated Practices, which is defined by the agreement to
represent 24% of the total contract value in the initial month of a patient's
treatment with the remainder of the contract balance earned evenly over the
balance of the contract term. From total revenues, the practices retain a
percentage of the Founding Affiliated Practices' cash collections. There are
adjustments to the service fee designed to both provide incentives for the
orthodontists to provide efficient patient treatment and to increase the number
of patients treated, as well as to ensure that the orthodontists retain a
minimum amount for payment of their compensation from their respective practices
on a monthly basis. The Alternative Contract is used in California. It is a cost
plus fee arrangement, whereby the service fee includes the reimbursement of
expenses incurred by Apple in the course of providing services to the Founding
Affiliated Practice plus a percentage based on revenues.

GENERAL AND ADMINISTRATIVE COSTS

General and administrative costs include office expenses, professional
fees, clerical and other administrative overhead.

INCOME TAXES

The Company recognizes deferred tax assets and liabilities for expected
future tax consequences of events that have been recognized in the financial
statements or tax returns. Deferred tax assets and liabilities are determined
based on the differences between the financial statement carrying amounts and
the tax bases

F-8
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
of assets and liabilities using enacted tax rates and laws in effect in the
years in which the differences are expected to reverse.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist primarily of cash and cash
equivalents, trade receivables, trade payables and debt instruments. The book
values of each of these items are considered to be representative of their
respective fair values.

NEW ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share." This statement establishes new standards for
computing and presenting earnings per share requiring the presentation of
"basic" and "diluted" earnings per share as compared to "primary" and
"fully diluted" earnings per share. The Company adopted SFAS No. 128 for the
year ended December 31, 1997 and restated its prior period earnings per share
data.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions by
management in determining the reported amounts of liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of expenses during the reporting period. Actual results
could differ from those estimates.

3. NEW ORTHODONTIST AFFILIATIONS

During the period from commencement of operations (June 1, 1997) through
December 31, 1997, the Company completed New Orthodontist Affiliations with 21
practices representing 27 orthodontists and 37 office locations. In addition,
eight orthodontists joined existing Affiliated Practices. The New Orthodontist
Affiliations generated patient revenue of $23.2 million (unaudited) for their
most recently completed fiscal year. Prior patient revenue is not necessarily
indicative. of the level of patient revenue that these practices may be expected
to generate in the future and is not necessarily indicative of the future
Service Fees that the Company will receive in conjunction with these
affiliations.

Total consideration related to the New Orthodontist Affiliations is
summarized as follows:

Cash................................. $ 6,815,963
Deferred payments.................... 321,054
Debt assumed......................... 650,000
Common stock......................... 14,114,552
--------------
Total consideration........ $ 21,901,569
==============

In addition to the above consideration, the Company incurred out-of-pocket
costs of $1.5 million related to entering into service agreements with the New
Orthodontist Affiliations. The Company also placed $2.1 million into an escrow
account pending the resolution of certain post-closing contingencies related to
one of the New Orthodontist Affiliations closed during the third quarter of
1997. This $2.1 million is reflected as restricted cash on the accompanying
consolidated balance sheet. A favorable resolution of these post-closing
contingencies would result in payment of the $2.1 million to the sellers in
January 1999. The Company has the right to post a letter of credit in order to
have the $2.1 million released from escrow to the Company prior to January 1999.
Upon the resolution of these contingencies beyond a reasonable doubt, the
Company will record a liability for the consideration and allocate the
consideration to the assets to be acquired, primarily intangibles.

F-9
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The cost of each of the above New Orthodontist Affiliations has been
allocated on the basis of the estimated fair market value of the assets acquired
and liabilities assumed, resulting in gross service fee intangibles of $39.5
million. These allocations may be adjusted to the extent that management becomes
aware of additional information within one reporting year of the affiliation
date which results in a material change in the amount of any contingency or
changes in the estimated fair market value of assets acquired and liabilities
assumed.

4. PROPERTY AND EQUIPMENT

A summary of property and equipment is as follows:

USEFUL DECEMBER 31,
LIVES IN -----------------------
YEARS 1997 1996
-------- ------------ ---------
Equipment............................ 5 $ 1,440,889 $ --
Furniture and fixtures............... 7 1,371,330 --
Computer software.................... 5 1,310,521 --
Leasehold improvements............... 5 1,073,448 --
Construction in progress............. -- 831,250 --
Computer hardware.................... 3 487,460 --
------------ ---------
6,514,898 --
Less: accumulated depreciation....... (489,468) --
------------ ---------
$ 6,025,430 $ --
============ =========

5. INTANGIBLE ASSETS

A summary of intangible assets is as follows:

DECEMBER 31,
-------------------------
1997 1996
-------------- ---------
Service fee intangible............... $ 39,482,835 $ --
Other................................ 122,015 49,197
-------------- ---------
39,604,850 49,197
Less: accumulated amortization....... (458,479) (4,510)
-------------- ---------
$ 39,146,371 $ 44,687
============== =========

6. LONG-TERM DEBT

A summary of long-term debt is as follows:

DECEMBER 31,
--------------------------
1997 1996
------------ ------------
Unsecured revolving credit
facility........................... $ -- $ --
Notes payable, maturing in varying
amounts through October 2002, with
interest ranging from 7.5% to
9.25%.............................. 1,076,020 --
Capitalized lease obligations, due in
monthly installments through April
2001, with interest ranging from
9.5% to 24.66%..................... 194,314 --
------------ ------------
1,270,334 --
Less: current maturities........ 1,022,710 --
------------ ------------
Long-term debt, net of current
maturities........................... $ 247,624 $ --
============ ============

F-10
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On July 28, 1997, the Company entered into a three-year, $15 million
unsecured revolving credit facility with Chase Manhattan Bank. Advances under
this facility bear interest, at the Company's option, at prime rate or LIBOR, in
each case plus a margin which is calculated based upon the Company's ratio of
indebtedness to cashflow. The Company is required to maintain certain financial
covenants regarding net worth, coverage ratios and additional indebtedness.

The notes payable primarily relate to debts of the Affiliated Practices
that were assumed by the Company.

Total assets recorded under capital leases and the accumulated depreciation
thereon were $263,781 and $76,958 as of December 31, 1997, respectively. There
were no capital leases at December 31, 1996.

Aggregate maturities of the notes payable and the future minimum payments
under leases are as follow:

Year Ended December 31,
1998............................ $ 1,022,710
1999............................ 142,252
2000............................ 54,303
2001............................ 34,383
2002............................ 16,686
Thereafter...................... --
------------
$ 1,270,334
============

7. STOCKHOLDERS' EQUITY

COMMON STOCK

Holders of the Company's Class A common stock (the "Class A Stock") are
entitled to one vote per share. Holders of the Company's Class B common stock
(the "Class B Stock") are entitled to three-tenths ( 3/10ths) of a vote per
share. The Class B Stock is convertible into Class A Stock in certain
circumstances, including the disposition of shares of Class B Stock by the
holder thereof (excluding dispositions to such holder's affiliates). During the
year ended December 31, 1997, 170,310 shares of Class B Stock were converted
into Class A Stock. Included in the 9,980,192 shares of Class A Stock at
December 31, 1997 were 1,027,354 nonvoting exchangeable shares issued in
connection with Canadian affiliations during 1997 which are exchangeable into
shares of Class A Stock.

DIVIDENDS

With the exception of a special dividend paid to the Founding Affiliated
Practices in connection with the Acquisitions (see Note 1), the Company has
never paid cash dividends on its common stock and has no present intention to
pay cash dividends. In addition, the Company's unsecured revolving credit
facility prohibits the payment of cash dividends on its common stock. It is the
Company's intention to retain earnings to finance the expansion of its business.

WARRANTS

In May 1997, the Company granted stock purchase warrants that entitled
certain venture capital investors to purchase 180,000 shares of the Company's
common stock at a price of $7.00 per share through May 2002. All of the warrant
shares were vested at issuance. The warrants were recorded at their estimated
value of $777,106 by applying the Black-Scholes option pricing model at the date
of grant.

F-11
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

STOCK OPTION PLAN

The Company maintains an incentive compensation plan (the "Incentive
Plan") which provides the ability to grant non-qualified options, restricted
stock, deferred stock, incentive stock options, stock appreciation rights and
other long-term incentive awards. Stock options are typically granted under the
Incentive Plan at an exercise price which equals the fair market value of the
stock on the date of the grant. The number of shares available for issuance
under the Incentive Plan at any time is limited to the greater of 1.0 million
shares of common stock or 12% of the number of shares of common stock
outstanding on the last day of the preceding calendar quarter.

The Company issued options to purchase 922,550 shares and 0 shares during
the years ended December 31, 1997 and 1996, respectively. No options were
exercised during either of the two years ended December 31, 1997 or 1996. At
December 31, 1997, options were outstanding at prices ranging from $3.00 to
$15.25 per share, of which 225,925 were exercisable. All of the Company's
options were issued at fair market value.

As allowed by SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company accounts for awards under its 1997 Stock Option Plan under
Accounting Principles Board Opinion No. 25, under which no compensation cost has
been recognized for stock options issued with exercise prices greater than or
equal to the fair market value at the date of grant. Had compensation cost for
these plans been determined consistent with SFAS No. 123, the Company's net loss
and loss per share would have been reduced to the following pro forma amounts:

YEAR ENDED DECEMBER 31,
---------------------------
1997 1996
---------- ---------------
Net income (loss)
As reported........................ $ 716,725 $ (24,309,378)
========== ===============
Pro forma.......................... $ 591,637 $ (24,309,378)
========== ===============
Income (loss) per share
As reported........................ $ 0.09 $ (7.24)
========== ===============
Pro forma.......................... $ 0.07 $ (7.24)
========== ===============

During the year ended December 31, 1997, the Company issued options to
purchase 28,000 shares to individuals other than employees and directors of the
Company as consideration for the closing of New Orthodontist Affiliations. The
fair value of these options was determined using the Black-Scholes option
pricing model at the date of grant and capitalized as a cost of affiliation.

PROFIT SHARING PLAN

In 1997, the Company established a defined contribution 401(k) profit
sharing plan for employees meeting certain employment requirements. Eligible
employees may contribute amounts up to the lesser of 15% of their annual
compensation or the maximum amount permitted under IRS regulations to their
401(k) account. The Company does not match any portion of employee
contributions.

F-12
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. INCOME TAXES

The Company and its subsidiaries file a consolidated federal income tax
return. Affiliated Practices file "short-period" federal returns through their
respective acquisition dates and thereafter are included in the Company's
consolidated return. The new practices established by the affiliating
orthodontists file separate federal returns and are solely responsible for their
tax liabilities on an ongoing basis.

The amounts of consolidated federal and state income tax expense are as
follows:

YEAR ENDED DECEMBER
31,
----------------------
1997 1996
---------- ----------
Current:
Federal......................... $ 298,361 $ --
State........................... 52,652 --
---------- ----------
351,013 --
---------- ----------
Deferred:
Federal......................... 79,782 --
State........................... 8,487 --
---------- ----------
88,269 --
---------- ----------
$ 439,282 $ --
========== ==========

A reconciliation of total income tax expense to the amounts calculated by
applying the federal statutory tax rate is as follows:

YEAR ENDED DECEMBER 31,
------------------------
1997 1996
---------- ------------
Tax at statutory rate................ $ 393,382 $ (300,524)
Add (deduct):
State income taxes.............. 45,774 (26,516)
Nondeductible expenses.......... 27,166 --
Valuation allowance............. (27,040) 327,040
---------- ------------
Income tax expense................... $ 439,282 $ --
========== ============

F-13
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of deferred income tax liabilities and assets are as
follows:

YEAR ENDED DECEMBER 31,
-------------------------------
1997 1996
--------------- --------------
Deferred income tax liabilities:
Property and equipment.......... $ (38,000) $ --
Intangibles..................... (14,718,642) --
--------------- --------------
Total deferred income tax
liabilities............. (14,756,642) --
--------------- --------------
Deferred income tax assets:
Estimated tax basis resulting
from affiliation with founding
practices..................... 300,000 --
Bad debt reserves............... 26,220 --
Accrued expenses................ 186,039 --
Net operating loss.............. -- 327,040
Less: valuation allowance....... (300,000) (327,040)
--------------- --------------
Total deferred income tax
assets..................... 212,259 --
--------------- --------------
Net deferred income tax
liabilities................ $ (14,544,383) $ --
=============== ==============

9. EARNINGS PER SHARE

Earnings per common and common equivalent share have been computed based on
the weighted average number of shares outstanding. The following table
reconciles the number of common shares outstanding with the number of common
shares used in computing earnings per share:

YEAR ENDED DECEMBER 31,
-------------------------
1997 1996
------------ -----------
Common shares outstanding............ 13,156,966 3,347,084
Effect of using weighted average
common shares outstanding during
the period......................... (5,025,061) 11,429
------------ -----------
Shares used in calculating basic
earnings per share................. 8,131,905 3,358,513
Effect of shares issuable under stock
option plans and warrant agreements
based on the treasury stock
method............................. 212,493 --
------------ -----------
Shares used in calculating diluted
earnings per share................. 8,344,398 3,358,513
============ ===========

10. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information are as follows:

YEAR ENDED DECEMBER
31,
---------------------
1997 1996
---------- ---------
Interest paid during the period, net
of capitalized interest............ $ 279,313 $ --
Income taxes paid during the
period............................. -- $ --

The Company acquired assets in capital lease transactions for $263,781 and
$0 in 1997 and 1996, respectively.

F-14
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. COMMITMENTS AND CONTINGENCIES

The Company has entered into various non-cancelable operating lease
agreements, primarily for facilities and equipment utilized for operations.
Rental expense under operating leases was $1,801,944 and $19,676 in 1997 and
1996, respectively. Minimum future annual lease payments under these agreements
are as follows:

Year Ended December 31,
1998............................ $ 2,086,462
1999............................ 1,731,841
2000............................ 1,480,489
2001............................ 1,185,844
2002............................ 743,002
Thereafter...................... 1,215,345
------------
$ 8,442,983
============

The Company has secured employment agreements with various officers and
certain key employees of the Company. The agreements generally provide for the
employee's annual base salary and bonus participation. The agreements also
generally provide for one year non-competition agreements and severance payments
of between one and three year's salary in the event the employee is terminated
without cause.

The Company carries a broad range of insurance coverage, including general
liability, comprehensive property damage, workers' compensation, employers'
liability, directors' and officers' liability and other coverage customary in
the industry. The Company and the existing Affiliated Practices maintain
professional liability insurance coverage on a claims-made basis. Such insurance
provides coverage for claims asserted when the policy is in effect, regardless
of when the events that caused the claim occurred.

12. RELATED PARTY TRANSACTIONS

In 1996, the Company entered into an agreement with TriCap Funding I,
L.L.C. ("TriCap"), which is co-owned by a director of the Company, whereby
TriCap agreed to provide $3 million to finance costs related to the IPO. The $3
million, to the extent expended, was repaid out of proceeds from the IPO,
including interest at a rate of prime plus 25 basis points. The Company also
entered into an agreement with TriCap during 1996 that provided for the payment
to TriCap of a $500,000 financial advisory fee and the issuance to TriCap of
warrants to purchase 180,000 shares of common stock with an exercise price of
$7.00 per share, each upon the consummation of the IPO.

The practice of a founding stockholder of the Company (the "Founding
Stockholder") paid for certain costs and expenses on behalf of the Company
prior to the consummation of the IPO. The amount payable to the Founding
Stockholder's practice at December 31, 1996 was $30,444 and was included in
accounts payable and accrued expenses in the accompanying balance sheet. This
amount was repaid with the proceeds from the IPO.

13. CONCENTRATIONS OF SERVICE FEE REVENUE

For the year ended December 31, 1997, 14% of the Company's revenues were
derived from one Affiliated Practice, which was the only Affiliated Practice
that provided 10% or more of revenues. For the year ended December 31, 1997, 25%
of the Company's revenues were derived from Affiliated Practices in Canada.

F-15
<PAGE>
APPLE ORTHODONTIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. COMBINED PATIENT DATA

Combined operating data for the Affiliated Practices for the period from
initial affiliation through December 31, 1997 is as follows:

PATIENT CASH
REVENUES COLLECTIONS
----------- ------------
Practices participating under the
Standard Contract.................. $14,891,945 $ 13,617,373
Practices participating under the
Alternative Contract............... 4,095,918 3,982,313
Practices participating under flat
fee agreements..................... 6,054,841 6,054,841
----------- ------------
$25,042,704 $ 23,654,527
=========== ============

Combined patient receivables, net of the Affiliated Practices as of
December 31, 1997 is as follows:

Patient receivables.................. $ 3,471,028
Unbilled patient receivables......... 3,443,896
Patient prepayments.................. (2,410,327)
------------
Patient receivables, net of
prepayments............. $ 4,504,597
============

15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------------ ------------ ------------ --------------
<S> <C> <C> <C> <C>
1997
Management service fee
revenues...................... $ -- $ 1,685,957 $ 7,479,653 $ 10,019,940
Operating income (loss)......... (475,322) (609,521) 873,995 1,433,698
Net income (loss)............... (475,322) (192,962) 512,763 872,246
Basic earnings (loss) per
share......................... (0.14) (0.03) 0.05 0.07
Diluted earnings (loss) per
share......................... (0.14) (0.03) 0.05 0.07
1996
Management service fee
revenues...................... $ -- $ -- $ -- $ --
Operating income (loss)......... -- -- (172,395) (24,136,983)
Net income (loss)............... -- -- (172,395) (24,136,983)
Basic earnings (loss) per
share......................... -- -- (0.05) (7.19)
Diluted earnings (loss) per
share......................... -- -- (0.05) (7.19)
</TABLE>

16. SUBSEQUENT EVENTS

Since December 31, 1997, nine additional orthodontists have affiliated with
the Company. Five of these orthodontists had established practices, and four
agreed to join Affiliated Practices. The additional orthodontists in established
practices operate four locations and generated historical patient revenue of
$1.9 million for their most recently completed fiscal year. Prior patient
revenue is not necessarily indicative of the level of patient revenue that these
practices may be expected to generate in the future and is not necessarily
indicative of the future Service Fees that the Company will receive in
conjunction with these affiliations. Total consideration to these new
orthodontists consisted of 149,799 shares of common stock and $819,490 of cash,
assumed debt and deferred purchase price.

F-16

<PAGE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------

NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

PAGE
----
Prospectus Summary...................... 2
Risk Factors............................ 5
The Company............................. 10
Price Range of Common Stock............. 11
Dividend Policy......................... 11
Selected Financial Data................. 12
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 13
Business................................ 18
Management.............................. 28
Certain Transactions.................... 34
Security Ownership of Certain Beneficial
Owners and Management................. 35
Description of Capital Stock............ 36
Shares Eligible for Future Sale......... 39
Plan of Distribution.................... 40
Experts................................. 41
Additional Information.................. 41
Index to Financial Statements........... F-1

[LOGO]

COMMON STOCK

--------------------------
PROSPECTUS
--------------------------

MAY 13, 1998