ORTHALLIANCE INC, S-1/A, 1997-07-28

ORTHALLIANCE INC
S-1/A, 1997-07-28
MANAGEMENT SERVICES

Previous: CONCENTRA MANAGED CARE INC, S-4/A, 1997-07-28

Next: GALILEO INTERNATIONAL INC, 424B4, 1997-07-28

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1997.

REGISTRATION NO. 333-27143
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
ORTHALLIANCE, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 8741 95-4632134
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of incorporation or organization) Classification Code Number) identification no.)
</TABLE>

23848 HAWTHORNE BOULEVARD, SUITE 200, TORRANCE, CALIFORNIA 90505
(310) 791-5656
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
SAM WESTOVER
CHIEF EXECUTIVE OFFICER
ORTHALLIANCE, INC.
23848 HAWTHORNE BOULEVARD, SUITE 200
TORRANCE, CALIFORNIA 90505
(310) 791-5656
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES OF ALL CORRESPONDENCE TO:

<TABLE>
<C> <C>
PAUL A. QUIROS, ESQ. F. MITCHELL WALKER, ESQ.
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P. BASS, BERRY & SIMS PLC
FIRST UNION PLAZA, SUITE 1400 2700 FIRST AMERICAN CENTER
999 PEACHTREE STREET, N.E. NASHVILLE, TENNESSEE 37238
ATLANTA, GEORGIA 30309 (615) 742-6200
(404) 817-6000 (615) 742-6293 (FAX)
(404) 817-6050 (FAX)
</TABLE>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 28, 1997

PROSPECTUS

2,600,000 SHARES

[ORTHALLIANCE LOGO]

CLASS A COMMON STOCK
---------------------

The 2,600,000 shares of Class A Common Stock ("Common Stock") offered
hereby are being sold by OrthAlliance, Inc. (the "Company" or "OrthAlliance").
Prior to this offering (the "Offering"), there has been no public market for the
Common Stock. It is currently anticipated that the initial public offering price
will be between $10.00 and $12.00 per share. See "Underwriting" for information
relating to the factors to be considered in determining the initial public
offering price. The Common Stock and the Company's Class B Common Stock are each
entitled to one vote per share and will vote as a single class on all matters
presented to the Company's stockholders. The Company has made application for
the Common Stock to be listed for trading on The Nasdaq Stock Market's National
Market (the "Nasdaq National Market") under the symbol "ORAL."

The Company has filed a shelf registration statement with the Securities
and Exchange Commission relating to the separate offering of up to 2,500,000
shares of Common Stock to be used in connection with future affiliations with
Allied Practices and resales of the shares issued thereunder by the recipients
of such shares.

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

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
---------------------

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.

<TABLE>
<CAPTION>
=============================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................... $ $ $
- -------------------------------------------------------------------------------------------------------------
Total(3).......................... $ $ $
=============================================================================================================
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting estimated expenses of $1.7 million payable by the Company.
(3) The Company has granted the Underwriters an over-allotment option,
exercisable for 30 days from the date of this Prospectus, to purchase up to
390,000 additional shares of Common Stock on the same terms and conditions
as set forth above. If all such shares are purchased by the Underwriters,
the total Price to Public will be $ , the total Underwriting
Discount will be $ and the total Proceeds to Company will be
$ . See "Underwriting."
---------------------

The shares of Common Stock are offered subject to receipt and acceptance by
the several Underwriters, to prior sale and to the Underwriters' right to reject
any order in whole or in part and to withdraw, cancel or modify the offer
without notice. It is expected that certificates for the shares of Common Stock
will be available for delivery on or about , 1997.
---------------------

J.C.Bradford & Co. Oppenheimer & Co., Inc.

, 1997
<PAGE> 3

[MAP]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING STABILIZATION AND SHORT-COVERING TRANSACTIONS. FOR A DESCRIPTION OF
THESE ACTIVITIES SEE "UNDERWRITING."

2
<PAGE> 4

PROSPECTUS SUMMARY

Simultaneously with and as a condition to the closing of the Offering, 57
separate orthodontic practices (collectively, the "Founding Practices") will
transfer certain operating assets to OrthAlliance in exchange for cash and
shares of Common Stock (in accordance with Staff Accounting Bulletin No. 48) and
OrthAlliance will become a party to long-term management or consulting services
agreements with the Founding Practices (the "Transfers"). The number of shares
of Common Stock issued in connection with the Transfers will depend on the
initial public offering price of the Common Stock.

As a result of the merger of each of Premier Orthodontic Group, Inc.
("Premier") and US Orthodontic Care, Inc. ("USOC") with and into OrthAlliance,
effective prior to the closing of the Offering (the "Merger"), OrthAlliance
succeeds to the rights of Premier and USOC under agreements with the Founding
Practices. See "Certain Transactions." The term "Allied Practice" includes each
of the Founding Practices and any orthodontic practice with which the Company
enters into long-term management or consulting services agreements in the
future. Unless otherwise indicated by the context, references herein to practice
management services, agreements or rights include consulting and other similar
arrangements, which the Company has or will enter into with certain Allied
Practices to comply with applicable regulations regarding practice management in
certain states. As used herein, the term "Allied Orthodontists" refers to
orthodontists affiliated with an Allied Practice. The Company has conducted no
operations and generated no revenues to date.

THE COMPANY

OrthAlliance was recently organized to create a national provider of
practice management services to orthodontic practices in the United States. The
Company will manage the business aspects of the Allied Practices (subject to
applicable state law), thereby allowing Allied Orthodontists to focus on
delivering cost-effective, high quality patient care, and will provide capital
for the development and growth of such practices. The Company will affiliate
with Allied Practices pursuant to long-term management services agreements and
will generate revenues by providing management, marketing and development
services to Allied Practices. The Company intends to aggressively expand its
network of Allied Practices by acquiring certain operating assets of and
entering into long-term management services agreements with additional practices
throughout the United States (herein sometimes referred to as the "affiliation"
with other practices.)

The Company has entered into definitive agreements, to be consummated
simultaneously with the closing of this Offering, to acquire certain operating
assets of, or the stock of entities holding certain operating assets of, and
enter into long-term management services agreements with, each of the 57
Founding Practices, which include 85 orthodontists operating 151 offices located
in 16 states. See "The Company" and "Business -- Agreements with Allied
Practices and Allied Orthodontists." Management believes that the Founding
Practices are leading practices in their markets, and the Founding Practices
were selected based upon a variety of factors, including size, profitability,
historical growth and reputation for high quality care, both among local
consumers of orthodontic services and within the orthodontic services industry.
For the year ended December 31, 1996, the Founding Practices had average
practice revenues of approximately $1,043,000, compared to average practice
revenues for the orthodontic industry as a whole, estimated by the Company to be
approximately $545,000.

The United States orthodontic industry is highly fragmented, with over 90%
of the approximately 9,000 practicing orthodontists in the United States
operating as sole practitioners. Management believes that less than 2% of the
orthodontists currently practicing in the United States are affiliated with
publicly held practice management companies. Annual gross revenues for the
industry are approximately $3.5 billion, which have grown at an average rate of
7.5% per year in recent years (as derived from the 1992 Journal of Clinical
Orthodontists Orthodontic Practice Study (the "JCO Study") and the 1995 JCO
Study).

Management believes that the Company's operating strategy will enable
Allied Practices to compete more effectively with and realize greater
profitability than traditional orthodontic practices, thereby inducing
additional orthodontists to affiliate with the Company. Key elements of the
Company's operating strategy are:

- Emphasizing quality patient care by (i) relieving the Allied
Orthodontists from various time-consuming administrative
responsibilities, (ii) affiliating with high quality practices
conducted by
3
<PAGE> 5

orthodontists who have completed accredited graduate orthodontic
training programs, and (iii) recommending practice standards,
procedures and protocols under the direction of the Company's board of
advisors, composed of the Allied Orthodontists in the Founding
Practices;

- Capitalizing on the best demonstrated practices of Allied
Orthodontists through identification and promotion of successful
practice-level strategies including, but not limited to, treatment,
delivery of patient care, marketing, financing and cost control
strategies;

- Achieving operating efficiencies and economies of scale through (i)
the implementation of national purchasing discounts for professional
and clerical supplies and equipment, (ii) the reduction of certain
expenses common to all Allied Practices, including, but not limited
to, insurance and employee benefits, and (iii) work flow and patient
flow enhancements and programs; and

- Increasing market penetration and expansion through (i) local
marketing programs, supported by demographic and economic analysis,
and (ii) patient payment plans designed to enhance the affordability
of orthodontic services.

The Company intends to implement a growth strategy focused on (i)
affiliating with additional orthodontic practices that fit the OrthAlliance
model of high quality and strong financial performance; (ii) expanding Allied
Practices by providing capital, support and consultation for satellite office
expansion; (iii) assisting the Allied Practices with their internal growth by
increasing gross revenues through increased patient volume; and (iv) enhancing
profitability through operational efficiencies.

PENDING TRANSFERS

The Company plans to use shares subject to its shelf registration statement
filed with the Securities and Exchange Commission (the "Commission") relating to
the separate offering of up to 2,500,000 shares of Common Stock (the "Shelf
Registration") to acquire certain operating assets of, or the stock of entities
holding certain operating assets of, additional orthodontic practices and enter
into long-term management services agreements with such entities. The Company
has entered into negotiations with four orthodontic practices with four
orthodontists operating 12 offices in four states (collectively, the "Pending
Transfers"). The aggregate consideration to be paid by the Company with respect
to the Pending Transfers, if consummated, will be approximately $3.8 million,
payable up to 20% in cash and the remainder with shares of Common Stock valued
at either (i) the initial public offering price for Pending Transfers closed
within seven days following the closing of the Offering, or (ii) the average
closing price of the Common Stock as reported on the Nasdaq National Market for
the five consecutive trading days ending two days prior to the closing date for
Pending Transfers closed after such seventh trading day. The Company intends to
close the Pending Transfers in accordance with Staff Accounting Bulletin No. 48,
"Transfers of Nonmonetary Assets by Promoters or Shareholders" ("SAB 48"). Each
of the Pending Transfers is subject to, among other conditions, execution of
definitive agreements, the completion of the Offering, the effectiveness of the
Shelf Registration and satisfactory due diligence review of each practice by the
Company.

4
<PAGE> 6

THE OFFERING

Common Stock offered by the
Company.................. 2,600,000 shares

Common Stock to be
outstanding after the
Offering................. 10,902,759 shares(1)

Class B Common Stock to be
outstanding after the
Offering................. 250,000 shares

Use of Proceeds............ To fund the cash portion of the consideration paid
to the Founding Practices; to repay certain
indebtedness; and for general corporate purposes,
which are expected to include future acquisitions
(including the Pending Transfers) and certain of
the development costs of satellite offices. See
"Use of Proceeds."

Class B Common Stock....... In connection with the Merger, 250,000 shares of
Class B Common Stock will be issued to the
stockholders of USOC and Premier as part of the
Merger consideration. The stockholders of USOC and
Premier are responsible for the organization of the
Company, and the Class B Common Stock was created
to allow the stockholders of USOC and Premier to
receive additional shares of Common Stock provided
that the market price of the Common Stock
appreciates to the various Conversion Prices
described below. No other shares of Class B Common
Stock will be authorized or issued. Holders of
Class B Common Stock are entitled to one vote per
share and such shares shall be voted with the
Common Stock on all matters presented to the
holders of Common Stock. The shares of Class B
Common Stock are not transferable, except to the
holder's spouse, parents, siblings, lineal
descendants, a trust for the benefit of any such
person or as determined by will or the laws of
descent. See "Description of Capital Stock."

Conversion of Class B
Common Stock............... At any time following 180 days from the date of
this Prospectus, each share of Class B Common Stock
shall automatically convert into Common Stock (i)
at the ratio of eight shares of Common Stock for
each share of Class B Common Stock upon the
attainment of certain average closing price
calculations for the Common Stock (the "Conversion
Prices"), as determined on the Nasdaq National
Market, other over-the-counter market or an
exchange, as then applicable (the "Trading
Market"), or (ii) if not converted pursuant to
subparagraph (i), at the ratio of one share of
Common Stock for each share of Class B Common Stock
upon the sixth anniversary of the date of this
Prospectus (the "Final Conversion Date"). The
maximum number of shares of Common Stock that may
be issued upon conversion of the Class B Common
Stock is 2,000,000. The shares of Class B Common
Stock convertible pursuant to subparagraph (i)
above will convert in five increments of up to
50,000 shares of Class B Common Stock (20% of the
total number of shares of Class B Common Stock
issued) upon the attainment of each of the five
specified Conversion Prices. At each automatic
conversion, each holder of Class B Common Stock
will be deemed to have converted a pro rata share
of such Class B Common Stock then outstanding. The
Conversion Prices shall be established at premiums
to the initial public offering price. Each
Conversion Price will be

5
<PAGE> 7

deemed to have been achieved at the end of the
trading day on which the average closing price of
the Common Stock for the preceding 20 consecutive
trading days exceeds such Conversion Price. The
closing prices will be those reported on the
Trading Market. The initial Conversion Price is
equal to 150% of the price to public in the
Offering, and each of the subsequent Conversion
Prices is equal to 120% of the preceding Conversion
Price. Therefore, if the price to public in the
Offering is the mid-point of the estimated initial
public offering price range ($11.00), the five
Conversion Prices at which up to 50,000 shares of
the outstanding Class B Common Stock shall be
automatically converted to Common Stock are $16.50,
$19.80, $23.76, $28.51 and $34.21, respectively. If
any Conversion Prices are attained within 180 days
after the date of this Prospectus, the portion of
shares of Class B Common Stock that would have
otherwise converted, shall automatically convert
into Common Stock on the 181st day after the date
of this Prospectus. In the event that there are any
shares of Class B Common Stock outstanding on the
Final Conversion Date, all such shares shall
automatically convert into an equal number of
shares of Common Stock. The holders of the Class B
Common Stock may convert each share of Class B
Common Stock into one share of Common Stock at any
time after 180 days from the date of this
Prospectus but on or before the Final Conversion
Date.

Proposed Nasdaq National
Market symbol............ ORAL

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

(1) Includes (i) 1,750,000 shares of Common Stock issued by OrthAlliance in
connection with the Merger, and (ii) 6,552,759 shares of Common Stock to be
issued in connection with the Transfers, but excludes 1,198,646 shares of
Common Stock issuable pursuant to options granted for the purchase of Common
Stock under the Company's stock option plans or issuable upon the exercise
of outstanding warrants to purchase shares of Common Stock. The actual
number of shares issued in connection with the Transfers will be determined
by dividing $72.1 million by the initial public offering price. See "The
Company," "Management -- Stock Plans," "Certain Transactions" and
"Description of Capital Stock -- Warrants."

The preceding summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated, the information in
this Prospectus assumes (i) the Underwriters' over-allotment option is not
exercised, (ii) the consummation of the Merger and the Transfers and (iii) an
initial offering price of $11.00 per share (the mid-point of the estimated
initial public offering price range). This Prospectus contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ materially from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, those discussed in "Risk Factors."

Unless otherwise indicated, the industry information used in this
Prospectus is derived from the 1995 JCO Study and relates to 1994 unless
otherwise indicated. Comparable information for 1995 and 1996 is not expected to
be available until the release of the 1997 JCO Study in late 1997 or early 1998.
The information compiled in the 1995 JCO Study relates to orthodontists who have
completed accredited graduate orthodontic training programs and does not include
general dentists who also perform certain orthodontic services.
6
<PAGE> 8

SUMMARY FINANCIAL DATA
(IN THOUSANDS)

The following information is derived from the audited financial statements
of OrthAlliance included elsewhere in this Prospectus. Except as indicated, this
information does not reflect the effects of the Merger, the Transfers or the
Offering. For certain information concerning the Transfers of the Founding
Practices, see Note 5 of Notes to Financial Statements of the Company.

<TABLE>
<CAPTION>
THE PERIOD
FROM OCTOBER 21,
1996 TO THREE MONTHS
DECEMBER 31, ENDED
1996 MARCH 31, 1997
---------------- --------------
<S> <C> <C>
STATEMENT OF OPERATIONS DATA(1):
Net revenue................................................. $ -- $ --
Total expenses.............................................. -- --
Operating income............................................ -- --
Net income........................................ $ -- $ --
========== ==========
Net income per share.............................. $ -- $ --
========== ==========
Number of shares used in net income per share calculation... -- --
========== ==========
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1997
---------------------------
HISTORICAL AS ADJUSTED(2)
---------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ -- $ 7,567
Working capital............................................. -- 14,149
Total assets................................................ -- 19,919
Long-term debt.............................................. -- --
Stockholders' equity........................................ -- 16,994
</TABLE>

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

(1) OrthAlliance has conducted no significant operations to date and will not
conduct significant operations until the Merger, the Transfers and the
Offering are completed. The Company was incorporated on October 21, 1996.

(2) As adjusted gives effect to the Merger, the Transfers and the sale of 2.6
million shares of Common Stock offered by the Company at an assumed initial
public offering price of $11.00 per share (the mid-point of the estimated
initial public offering price range) and the application of the estimated
net proceeds therefrom. See "Use of Proceeds" and Unaudited Pro Forma
Combined Balance Sheet and the notes thereto.

7
<PAGE> 9

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. In addition to the other information contained in this
Prospectus, the following risk factors should be considered carefully in
evaluating the Company and its business before purchasing shares of Common Stock
offered hereby. This Prospectus contains forward-looking statements that involve
risks and uncertainties. Actual results could differ from those discussed in the
forward-looking statements as a result of certain factors, including those set
forth below and elsewhere in this Prospectus.

Absence of Combined Operating History. OrthAlliance was founded in October
1996 and has conducted no operations and generated no revenues to date. As a
result of the Merger, OrthAlliance succeeds to the rights of Premier and USOC
under agreements to acquire by transfer pursuant to SAB 48 certain operating
assets of and enter into long-term management services agreements with the
Founding Practices. The Founding Practices have been operating as separate,
independent entities and there can be no assurance that management will be able
to operate the Company successfully, manage the Founding Practices' operations,
achieve any cost savings as a result of the Transfers or institute the necessary
systems and procedures to manage the Company on a profitable basis. The combined
historical financial results of the Founding Practices cover periods when the
Founding Practices were not under common control or management and, therefore,
may not be indicative of the Company's future financial or operating results.
The Company may experience delays, complications and expenses in implementing,
integrating and operating such systems, any of which could have a material
adverse effect on the Company's business, financial condition and results of
operations. In addition, the management group has been assembled recently and
there can be no assurance that such persons will be able to effectively oversee
the implementation of the Company's operating, growth, acquisition and business
strategies. The inability of the Company to successfully integrate or operate
the Founding Practices could have a material adverse effect on the Company's
business, financial condition and results of operations and make it unlikely
that the Company's acquisition program will be successful. The Transfers include
the assumption of certain liabilities, which could have a material adverse
effect on the Company's business, financial condition and results of operations.
See Unaudited Pro Forma Combined Balance Sheet and the notes thereto, "Certain
Transactions," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Management."

Dependence on Allied Orthodontists. The Company receives fees for services
provided to Allied Practices under management services agreements, but does not
employ orthodontists or control or own the practices of its Allied
Orthodontists. The Company's revenue is dependent on revenue generated by the
Allied Practices, which in turn is largely dependent on the efforts of the
Allied Orthodontists and, therefore, the performance of Allied Orthodontists is
essential to the Company's success. The long-term management services agreements
with Allied Practices have 20 year terms, subject to prior termination by either
party for, among other things, a material default by the other party or a change
of control (as defined therein) applicable to the Company. Any material loss of
revenue by the Company's Allied Orthodontists or termination of such long-term
management services agreements could have a material adverse effect on the
Company's business, financial condition and results of operations. If an Allied
Practice lacks sufficient funds to pay its operating expenses, the Company will
be required to advance funds to pay such expenses. Advances will be in the form
of a loan from the Company to the Allied Practice. Funding for such loans (if
necessary) will be from the Company's working capital or credit facility, which
the Company anticipates it will obtain following the Offering. The Company may
not have working capital or available credit to fund such advances which would
have a material adverse effect on the operations of the Company. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview" and "Business -- Agreements with Allied Practices and
Allied Orthodontists."

Risks Related to Additional Affiliations and Growth Strategy. One of the
Company's primary business strategies is to increase revenue and expand the
markets it serves beyond the Founding Practices by acquiring certain operating
assets of and entering into long-term management services agreements with
additional orthodontic practices. Competition for such affiliations has
increased significantly in recent years and, as a result, there may be fewer
candidates available for affiliation with the Company. There can be no assurance
that the Company will be able to identify additional practices or contract with
such practices on favorable terms. Further, such arrangements involve a number
of risks, including diversion of management's attention, dependence on

8
<PAGE> 10

retaining, hiring and training key personnel, and risks associated with the
assumption of certain contingent legal liabilities, some or all of which could
have a material adverse effect on the Company's business, financial condition
and results of operations. In addition, there can be no assurance that the
Founding Practices or other Allied Practices will achieve anticipated revenues
and earnings. To the extent that the Company is unable to enter into
affiliations with additional orthodontic practices, its ability to expand its
operations and increase its revenues to the degree desired would be reduced
significantly and would have a material adverse effect on the Company's
business, financial condition and results of operations. See
"Business -- Operating Strategy" and " -- Growth Strategy."

Risks Related to the Company's Affiliation Strategy. The Company intends
to finance future affiliations with cash, the issuance of shares of Common Stock
or the issuance of indebtedness as consideration. In the event that the Common
Stock does not maintain a sufficient market value, or potential acquisition
candidates are unwilling to accept Common Stock as partial consideration for
their practices, the Company may be required to use its cash resources, if
available, to initiate and maintain its acquisition program. If the Company
lacks sufficient cash resources to pursue acquisitions, its growth could be
limited unless it is able to obtain additional capital through debt or equity
financing. There can be no assurance that the Company will be able to obtain
such financing if and when it is needed or that, if available, such financing
can be obtained on favorable terms. The inability to obtain such financing could
have a material adverse effect on the Company's business, financial condition
and results of operations. Furthermore, issuing shares of Common Stock as
consideration for (or in order to provide financing for) future acquisitions
could result in significant dilution to existing stockholders. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Business -- Growth
Strategy."

Risks Related to the Company's Ability to Continue Internal
Growth. Certain of the Founding Practices have experienced significant growth
in the past, principally through growth of operations of existing orthodontic
offices and the opening of new offices. There can be no assurance that the
Company will be able to expand its market presence in its current locations or
successfully enter other markets by providing financial resources to the Allied
Practices required for opening new orthodontic offices. Such offices may incur
substantial costs, delays or other operational or financial problems. The
ability of the Company to continue its growth will depend on a number of
factors, including the availability of working capital to support such growth,
existing and emerging competition and the Company's ability to maintain
profitability while facing pricing pressures and rising overhead costs. The
Company must also manage costs in a changing regulatory environment, adapt its
infrastructure and systems to accommodate growth, and recruit and train
additional qualified personnel. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "-- Operating Strategy" and " -- Growth Strategy."

Risks Related to Changes in Government Regulation. The orthodontic
industry and orthodontic practices are regulated extensively at the state and
federal levels. The Company will not control the practice of orthodontics by its
Allied Orthodontists as required by certain regulatory requirements directly
applicable to the orthodontists and their practices. The laws of many states
prohibit non-orthodontic entities (such as OrthAlliance) from practicing
orthodontics, owning all or certain assets of an orthodontic practice, employing
orthodontists or controlling the content of an orthodontist's advertisements.
The laws of many states also prohibit orthodontists from paying any portion of
fees received for orthodontic services in consideration for the referral of a
patient. In addition, many states impose limits on the tasks that may be
delegated by an orthodontist to other staff members. There can be no assurance
that any review of the Company's business relationships by regulatory
authorities or the courts will not result in determinations that could adversely
affect the operations of the Company or that the regulatory environment will not
change to restrict the Company's existing or future operations. These laws and
their interpretations vary from state to state and are enforced by regulatory
authorities with broad discretion. There can be no assurance that the legality
of the Company's long-term management services agreements will not be
successfully challenged or that enforceability of the provisions thereof will
not be limited. See "Business -- Agreements with Allied Practices and Allied
Orthodontists." The laws and regulations of certain states in which the Company
may seek to expand may require the Company to change the form of relationships
entered into with orthodontists in a manner which may restrict the Company's
operations in those states or may prevent the Company from acquiring the assets
of or managing or providing consulting services to orthodontic practices in

9
<PAGE> 11

those states. In addition, there can be no assurance that the laws and
regulations of states in which the Founding Practices presently maintain
operations will not change or be interpreted in the future to either restrict or
adversely affect the Company's relationships with Allied Orthodontists in those
states. See "Business -- Government Regulation."

Risks Related to Future Health Care Reform. The United States Congress has
considered various health care reform proposals, including comprehensive
revisions to the current health care system. It is uncertain what 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
adopted by Congress 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 the Allied Orthodontists.

Dependence on Enforceability of Operative Agreements. To effect the
consummation of the Transfers, the Company, as successor to Premier and USOC,
required the Founding Practices and certain of their orthodontists to execute
three agreements (collectively, the "Operative Agreements"): (i) a purchase and
sale agreement, stock purchase and sale agreement or agreement and plan of
reorganization by and between the Founding Practice and OrthAlliance; (ii) a
long-term management services agreement by and between the Founding Practice and
OrthAlliance; and (iii) employment agreements by and between the Founding
Practice and certain of its orthodontists. The consummation of the Transfers and
the subsequent viability of the Company are dependent on the initial and
continuing enforceability of the Operative Agreements. While OrthAlliance has
attempted to structure the Operative Agreements in accordance with applicable
law, there can be no assurance that the enforceability of certain non-compete
and other provisions will not be successfully challenged. Further, because each
of the employment agreements is between the Allied Orthodontist and the Allied
Practice, there can be no assurance that the parties thereto will not terminate
or amend the terms and conditions of such employment agreements. See
"Business -- Agreements with Allied Practices and Allied Orthodontists."

Dependence on Key Personnel. The success of the Company is dependent upon
the continued services of the Company's senior management, including Sam
Westover, Chief Executive Officer, Robert S. Chilton, Chief Financial Officer
and P. Craig Hethcox, Chief Operating Officer. The loss of the services of
Messrs. Westover, Chilton or Hethcox or other Company senior management could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Management."

Risks Related to Competition. The business of providing orthodontic
services is highly competitive in each market in which the Company operates.
Each of the Company's Allied Orthodontists faces competition from other
orthodontists or general dentists in the communities served, some of whom have
more established practices in the market. The Company is aware of several other
companies currently developing, consolidating and managing orthodontic practices
throughout much of the United States, and the Company may encounter substantial
competition from those entities, as well as new market entrants. Other
competitors involved in managing multiple practices may have greater marketing,
financial and other resources and more established operations than the Company.
The Company expects that the level of competition with regional or national
management concerns will remain high in the future, which could limit the
Company's ability to maintain or increase its market share or maintain or
increase gross margins, either of which could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Business -- Competition."

Risks of Providing Orthodontic Services. Each of the Allied Orthodontists
provides orthodontic services to the public and may be exposed to the risk of
professional liability and other claims. Claims relating to orthodontic
treatment, temporomandibular joint syndrome-related claims and claims for
failure to diagnose periodontal disease, if successful, could result in
substantial damage awards to the claimants which may exceed the limits of any
applicable insurance coverage of the Allied Practice and, potentially, the
Company as an affiliate of the Allied Practice. The Company does not engage in
the practice of orthodontics, and, as a result, cannot purchase malpractice
insurance. Each of the Allied Practices or the Company on its behalf will be
required to maintain certain levels of general liability and malpractice
insurance. The Company will not control the practice of orthodontics by its
Allied Orthodontists or the compliance with regulatory and other requirements
directly applicable to the Allied Orthodontists and the Allied Practices.
Although the Company maintains liability

10
<PAGE> 12

insurance for itself (with limits and retention amounts to be negotiated), and
intends to be named as an additional insured party on the liability insurance
policies of the Allied Orthodontists (where permitted by insurers and applicable
state law), successful malpractice claims against the Company or the Allied
Orthodontists could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, there can be no
assurance that claims not covered by the Company's insurance (e.g., claims for
punitive damages) will not arise. See "Business -- Litigation and Insurance."
Claims against the Company, the Allied Practices and/or the Allied
Orthodontists, regardless of their merit or eventual outcome, may also have a
material adverse effect on the Company's ability to attract patients to Allied
Practices or expand its business. Further, because insurance policies must be
renewed annually, there can be no assurance that the Company, the Allied
Practices and/or the Allied Orthodontists, will be able to obtain liability
insurance coverage in the future on acceptable terms, if at all.

Substantial Proceeds of Offering Payable to Founding Practices and
Affiliates. Approximately $13.9 million of the net proceeds of this Offering
will be used to pay the cash portion of the purchase price of the purchase and
sale agreements and agreements and plans of reorganization in the Transfers.
Approximately $900,000 of the net proceeds of the Offering will be used to pay
accrued consulting fees to certain affiliates of the Company. In addition,
approximately $3.8 million of the net proceeds from the Offering will be used to
repay indebtedness assumed by the Company in connection with the Merger and the
Transfers. See "The Company," "Use of Proceeds" and "Certain Transactions."

Control by Existing Management and Stockholders. Following the completion
of the Transfers, the Merger and the Offering, the Allied Orthodontists, the
executive officers and directors of the Company and entities affiliated with
such persons will beneficially own approximately 70.8% of the then outstanding
shares of Common Stock and Class B Common Stock and will exercise control over
the Company's affairs. These stockholders acting together will be able to elect
the Board of Directors of the Company and approve or disapprove any matter
submitted to a vote of stockholders, including amendments to the Company's
Certificate of Incorporation (the "Certificate"), mergers, share exchanges, the
sale of all or substantially all of the Company's assets, going private
transactions or other fundamental corporate transactions. See "Principal
Stockholders" and "Description of Capital Stock."

In addition, certain Allied Orthodontists, officers, directors and existing
stockholders of the Company will own an aggregate of 250,000 shares of the Class
B Common Stock, each such share is entitled to one vote per share and is
entitled to vote with the Common Stock on all matters submitted to a vote of the
Company's stockholders. The Class B Common Stock will automatically convert into
shares of Common Stock at a ratio of eight shares of Common Stock for each share
of Class B Common Stock upon the attainment of the Conversion Prices. Attainment
of each of the Conversion Prices will result in conversion of the Class B Common
Stock into a maximum of 2,000,000 shares of Common Stock, further increasing the
holders' of such shares control over the Company's affairs. In the event all of
the Class B Common Stock is converted into the maximum number of shares of
Common Stock possible, through the achievement of all of the Conversion Prices
on or before the Final Conversion Date, the Allied Orthodontists, the officers
and directors of the Company and entities affiliated with such persons would
beneficially own approximately 71.2% of the then outstanding shares of Common
Stock and Class B Common Stock (assuming no other issuances of capital stock).
If the Conversion Prices are not achieved prior to the Final Conversion Date,
all outstanding shares of Class B Common Stock will convert to shares of Common
Stock at a ratio of one share for one share on such date. See "Description of
Capital Stock -- Common Stock and Class B Common Stock."

Shares Eligible for Future Sale. All of the shares of Common Stock being
sold in this Offering will be freely tradeable unless acquired by affiliates of
the Company. The market price of the Common Stock could be adversely affected by
the sale of substantial amounts of Common Stock of the Company in the public
market following this Offering. Upon the closing of this Offering, the owners of
the Founding Practices will receive, in the aggregate, 6,552,759 shares of
Common Stock (assuming an initial public offering price of $11.00) as a portion
of the consideration for the affiliation of their orthodontic practices with the
Company. The 6,552,759 shares received by the owners of the Founding Practices
are not being offered by this Prospectus; however, holders of such shares have
certain incidental registration rights pursuant to the purchase and sale
agreements and agreements and plans of reorganization between OrthAlliance and
the Founding Practices, whereby the Company must use its reasonable efforts to
register such shares under certain circumstances during the twenty-four months

11
<PAGE> 13

following the closing of the Transfers. See "Description of Capital
Stock -- Registration Rights." Certain other stockholders of OrthAlliance will
hold, in the aggregate, an additional 1,750,000 shares of Common Stock and
250,000 shares of Class B Common Stock. See "Certain Transactions." None of the
1,750,000 shares of Common Stock were acquired in transactions registered under
the Securities Act and, accordingly, such shares may not be sold except in
transactions registered under the Securities Act or pursuant to an exemption
from registration thereunder. The 250,000 shares of Class B Common Stock are not
transferable, except to the holder's spouse, parents, siblings, lineal
descendants, a trust for the benefit of any such person or as determined by will
or the laws of descent.

The Company, all of the owners of the Founding Practices, and the executive
officers, directors and 5% or greater shareholders of the Company will be
restricted from offering or selling shares of Common Stock for a period of 365
days (the "Lock-up Period") after the date hereof without the prior written
consent of J.C. Bradford & Co. and Oppenheimer & Co., Inc., as representatives
of the underwriters (the "Representatives"), except in connection with
acquisitions or the exercise of warrants or options granted under the Company's
stock option plans. See "Underwriting." After the Lock-up Period, all of such
shares may be sold in accordance with Rule 144 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), subject to the volume, holding
period and other limitations of Rule 144.

The Company has filed the Shelf Registration for use in connection with
future acquisitions. These shares generally will be freely tradable upon
issuance to persons not deemed to be affiliates of the Company, unless the
Company contractually restricts the sale or other transfer of such shares.
Initially, the Company will issue such shares subject to a Lock-up Period of up
to 180 days from the date of this Prospectus.

No Prior Public Market; Possible Volatility of Stock Price. Prior to this
Offering, there has been no public market for the Common Stock. The Company will
file an application for the Common Stock to be approved for quotation on the
Nasdaq National Market, however, there can be no assurance that, following the
Offering, a regular trading market for the Common Stock will develop or be
sustained. The initial public offering price has been determined by negotiation
among the Company and the Representatives and may bear no relationship to the
market price of the Common Stock after this Offering. See "Underwriting." The
market price of the Common Stock could be subject to significant fluctuations in
response to variations in quarterly operating results and other factors. In
addition, the stock market in recent years has experienced extreme price and
volume fluctuations that often have been unrelated or disproportionate to the
operating performance of companies. Factors such as actual or anticipated
operating results, growth rates, changes in estimates by analysts, market
conditions in the industry, announcements by competitors, regulatory actions and
general economic conditions will vary over time. As a result of the foregoing,
the Company's operating results and prospects periodically may be below the
expectations of public market analysts and investors. Any such event would
likely result in a material adverse effect on the price of the Common Stock.

Immediate and Substantial Dilution; Absence of Dividends. The purchasers
of the Common Stock offered hereby will experience immediate dilution of $9.48
per share in the net tangible book value of such shares, because the initial
public offering price is substantially higher than the pro forma net tangible
book value per share. Existing stockholders will receive an increase of $2.34
per share in the pro forma net tangible book value of their shares. In the event
the Company issues additional shares of Common Stock in the future, including
shares which may be issued in connection with future affiliations, purchasers of
Common Stock in this Offering may experience further dilution in the net
tangible book value per share of the Common Stock. See "Dilution." The Company
has never paid any cash dividends and does not anticipate paying cash dividends
on its Common Stock in the foreseeable future. See "Dividend Policy."

Anti-takeover Effect of Certain Provisions. Certain provisions of
OrthAlliance's Certificate, Bylaws and the Delaware General Corporation Law
("DGCL") could delay or impede the removal of incumbent directors and could make
a merger, tender offer or proxy contest involving the Company more difficult, or
could discourage a third party from attempting to acquire control of the
Company, even if such events would benefit the interests of the stockholders. In
particular, OrthAlliance's Certificate provides for a "staggered" Board of
Directors in three classes, which could have the effect of delaying a change in
control of the Company. In addition, although OrthAlliance has no current plans
to issue any preferred stock, the Certificate authorizes the

12
<PAGE> 14

Board of Directors to issue "blank check" preferred stock of the Company, in one
or more series, without stockholder approval of the issuance and upon such terms
and conditions, and having such rights, privileges and preferences, as the Board
of Directors may determine. See "Description of Capital Stock -- Preferred
Stock" and "Certain Provisions of the Certificate, Bylaws and Delaware Law."
Certain of the Company's senior management personnel have entered into
employment agreements with the Company which contain "change in control"
provisions. The "change in control" provisions may hinder, delay, deter or
prevent a tender offer, proxy contest or other attempted takeover because
covered employees terminated within 12 months of a change in control would be
paid an amount equal to three times (i) their existing annual base compensation
and (ii) the maximum possible cash bonus. In addition, the Company must pay any
accrued salary, benefits or reimbursements to such employee. See
"Management -- Employment Agreements." The Service Agreements entered into with
the Allied Orthodontists provide that said agreements may be terminated by the
Allied Practices pursuant to a change of control, defined therein, which does
not include transactions approved by the Company's Board of Directors.
OrthAlliance is also subject to Section 203 of the DGCL which prohibits a
publicly held Delaware corporation from engaging in a "business combination" (as
defined in Section 203 of the DGCL) with an "interested stockholder" (defined in
Section 203 of the DGCL, generally, as a person owning 15% or more of the
Company's outstanding voting stock) for a period of three years after the date
of the transaction in which such person became an interested stockholder, unless
certain conditions are met.

13
<PAGE> 15

THE COMPANY

OrthAlliance was recently organized to create a national provider of
practice management services to orthodontic practices in the United States.
Premier and USOC, predecessors to OrthAlliance, were formed in 1996
independently of each other to acquire certain operating assets of and to enter
into long-term management services agreements with orthodontic practices. The
management of Premier and USOC determined to combine the two companies to form
OrthAlliance. Prior to the closing of the Offering, Premier and USOC will be
merged with and into OrthAlliance (previously defined as the Merger), and
pursuant thereto the Company will succeed to the rights of Premier and USOC
under the agreements with the Founding Practices and acquire all tangible and
intangible assets and liabilities of Premier and USOC. See "Certain
Transactions" and "Note 1 to Notes to the Financial Statements of the Company."

Simultaneously with and as a condition to the closing of the Offering,
OrthAlliance will acquire, by transfer pursuant to SAB 48, certain operating
assets or the stock of entities holding certain operating assets of, the 57
separate Founding Practices in exchange for cash and shares of Common Stock and
will enter into long-term management or consulting services agreements with the
Founding Practices (previously defined as the Transfers). See
"Business -- Agreements with Allied Practices and Allied Orthodontists." In
Transfers requiring stock acquisitions, the Company generally will acquire the
stock of the entity (the "Original Entity") through which the applicable
Founding Practice previously operated and generated revenues. Before the
Company's acquisition of the Original Entity, the stockholder(s) of the Original
Entity will form a new entity (the "New Entity") through which the Founding
Practice will provide orthodontic services and which will hold all assets that
the Company is unable to own pursuant to applicable state law or which the
Company does not desire to acquire from the Allied Practice. At the time of
transfer of the stock of the Original Entity to OrthAlliance, the Original
Entity will hold the operating assets of the Original Entity that the Company is
permitted to own.

The aggregate consideration paid by the Company to the Founding Practices
is approximately $86.0 million, composed of 6,552,759 shares of Common Stock
(assuming $11.00 per share, the mid-point of the estimated initial public
offering price range) and, approximately $13.9 million in cash, all of which is
payable at the closing of the Transfers. The actual number of shares of Common
Stock issued to the Founding Practices in the Transfers will be determined by
dividing $72.1 million by the initial public offering price. In the event the
price to the public is higher than the mid-point of the estimated initial public
offering price range, the aggregate number of shares will be reduced
accordingly, and in the event the price to the public is lower, the aggregate
number of shares will be increased accordingly. Cash proceeds from the Offering
will be used to pay the cash portion of the consideration. See "Certain
Transactions," "Use of Proceeds," "Business -- Agreements with Allied Practices
and Allied Orthodontists," and the Unaudited Pro Forma Combined Balance Sheet
and the notes thereto.

The Company maintains its principal executive office at 23848 Hawthorne
Boulevard, Suite 200, Torrance, California 90505, and its telephone number is
(310) 791-5656.

14
<PAGE> 16

USE OF PROCEEDS

The net proceeds to the Company from the sale of Common Stock offered
hereby are estimated to be approximately $24.9 million (approximately $28.9
million if the Underwriters' over-allotment option is exercised in full),
assuming an initial public offering price of $11.00 per share and after
deducting underwriting discounts and other estimated offering expenses payable
by the Company.

The Company intends to use the net proceeds from the Offering as follows:
(i) approximately $13.9 million will be used to pay the cash portion of the
consideration paid to the Founding Practices; (ii) approximately $3.8 million
will be used to repay certain indebtedness assumed by the Company in the Merger
and the Transfers; (iii) approximately $900,000 will be used to pay accrued
consulting fees; and (iv) the balance will be used for general corporate
purposes including financing the expansion of the Company's business through
affiliations with additional orthodontic practices and the development of
satellite offices for the Allied Practices. Currently, the Company has entered
into negotiations to acquire net assets of four additional orthodontic entities.
The aggregate consideration to be paid by the Company with respect to the
Pending Transfers will be approximately $3.8 million, of which up to 20% is
payable in cash and the remainder with shares of Common Stock issued pursuant to
the Shelf Registration. The actual number of shares to be issued will be
determined based upon the market price of the Common Stock, calculated pursuant
to the following formula: (i) the initial public offering price for Pending
Transfers closed within seven days following the closing of the Offering, or
(ii) the average closing price of the Common Stock as reported on the Nasdaq
National Market for the five consecutive trading days ending two days prior to
the closing date for Pending Transfers closed after such seventh trading day.
The Company intends to close the Pending Transfers in accordance with SAB 48.

The indebtedness to be repaid consists of, among other things, certain debt
incurred by Premier to finance organizational costs and working capital (the
"Premier Note"). The principal amount of the Premier Note is $1.01 million and
it accrues interest at a specified prime rate plus one percent (1.0%). Following
completion of the Offering, the principal and interest due and payable is
anticipated to be approximately $1.06 million. See "Certain Transactions."

Pending application of the net proceeds as described above, the Company
intends to invest the net proceeds in short-term, interest-bearing, investment
grade securities.

DIVIDEND POLICY

As a newly formed corporation, the Company has never declared or paid
dividends on its Common Stock or Class B Common Stock. Prior to the Transfers,
the Founding Practices, some of which are sole proprietorships, C corporations
or S corporations, made distributions of earnings to their owners and
stockholders, as applicable. The Company expects that future earnings, if any,
will be retained for the growth and development of the Company's business and,
accordingly, the Company does not anticipate that any dividends will be declared
or paid on the Common Stock for the foreseeable future. The declaration, payment
and amount of future dividends, if any, will depend upon the future earnings,
results of operations, financial position and capital requirements of the
Company, among other factors. The Company may borrow funds under credit
agreements which may limit the ability of the Company to pay dividends. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

15
<PAGE> 17

DILUTION

As of March 31, 1997, after giving effect to the Merger and the Transfers,
the pro forma net tangible book value of the Company was $(7.0) million, or
$(0.82) per share. The pro forma net tangible book value per share is determined
by dividing the Company's pro forma net tangible book value (total tangible
assets less total liabilities) by the number of shares of Common Stock and Class
B Common Stock to be outstanding after the Merger and the Transfers. After
giving effect to the sale by the Company of the 2,600,000 shares of Common Stock
offered hereby and after deducting underwriting discounts and commissions and
estimated offering expenses, the pro forma net tangible book value of the
Company as of March 31, 1997 would have been $17.0 million, or $1.52 per share.
This represents an immediate increase in net tangible book value of $2.34 per
share to existing stockholders and an immediate dilution in net tangible book
value of $9.48 per share to new investors purchasing shares of Common Stock in
this Offering. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price....................... $11.00
Pro forma net tangible book value before Offering......... $(0.82)
Increase attributable to new investors.................... 2.34
------
Pro forma net tangible book value after Offering............ 1.52
------
Dilution in net tangible book value to new investors........ $ 9.48
======
</TABLE>

The following table sets forth on a pro forma basis, giving effect to the
Merger and Transfers as of March 31, 1997, the number of shares of Common Stock
and Class B Common Stock purchased from the Company, the total consideration
paid to the Company, and the average price per share paid to the Company by
existing stockholders and the new investors purchasing shares of Common Stock in
this Offering:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- --------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)......... 8,552,759 76.7% $(7,004,000) (32.4)% $(0.82)
New investors.................... 2,600,000 23.3 28,600,000 132.4 11.00
---------- ----- ----------- -----
Total(2)............... 11,152,759 100.0% $21,596,000 100.0%
========== ===== =========== =====
</TABLE>

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

(1) Total consideration paid by existing stockholders represents the combined
stockholders' equity of OrthAlliance and the Founding Practices before the
Offering, adjusted to reflect the payment of $13.9 million in cash as
partial consideration for the Transfers. See "Use of Proceeds" and
"Capitalization."

(2) Does not include 1,198,646 shares of Common Stock issuable upon the exercise
of options for the purchase of Common Stock pursuant to the Company's stock
plans or issuable upon the exercise of warrants to purchase Common Stock.
See "Management -- Stock Plans" and "Description of Capital Stock --
Warrants."

16
<PAGE> 18

CAPITALIZATION

The following table sets forth the current portion of long-term debt and
the total capitalization (i) of the Company as of March 31, 1997, (ii) on a pro
forma basis to reflect the Merger and Transfers and (iii) on a pro forma as
adjusted basis to give effect to the Merger and Transfers, the sale of the
2,600,000 shares of Common Stock offered hereby (assuming an initial public
offering price of $11.00 per share) and the application of the net proceeds
therefrom. See "Use of Proceeds." This table should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the OrthAlliance financial statements and notes thereto and the
Unaudited Pro Forma Combined Balance Sheet and the notes thereto included in
this Prospectus.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1997
---------------------------------------------
PRO FORMA
HISTORICAL PRO FORMA(1) AS ADJUSTED(1)(2)
---------- ------------ -----------------
(IN THOUSANDS)
<S> <C> <C> <C>
Current portion of long-term debt........................ -- $ -- $ --
====== ======= ========
Long-term debt, less current portion..................... -- 3,753 --
------ ------- --------
Stockholders' equity:
Preferred Stock $.001 par value; 20,000,000 shares
authorized(3); no shares issued and outstanding,
pro forma or as adjusted.......................... -- -- --
Class A Common Stock, $.001 par value; 70,000,000
shares authorized, one share issued and
outstanding at March 31, 1997(3); 8,302,759 issued
and outstanding pro forma; 10,902,759 issued and
outstanding as adjusted(4)........................ -- -- 11
Class B Common Stock, $.001 par value; 250,000
shares authorized(3), no shares issued and
outstanding at March 31, 1997; 250,000 issued and
outstanding pro forma and as adjusted(4).......... -- -- --
Additional paid-in capital.......................... -- 6,885 30,872
Accumulated deficit(5).............................. -- (13,889) (13,889)
------ ------- --------
Total Stockholders' equity..................... -- (7,004) 16,994
------ ------- --------
Total capitalization...................... -- $(3,251) $ 16,994
====== ======= ========
</TABLE>

- ---------------
(1) See Unaudited Pro Forma Combined Balance Sheet and the notes thereto
included elsewhere in this Prospectus for a discussion of the assumptions
made and adjustments applied in preparation of this information.
(2) Gives effect to the sale of 2.6 million shares of Common Stock offered by
the Company at an assumed initial public offering price of $11.00 per share
and the application of the estimated net proceeds therefrom. See "Use of
Proceeds."
(3) Reflects an amendment to the Company's Certificate filed subsequent to March
31, 1997 to increase the authorized capital stock and to designate classes
of common stock.
(4) Does not include 1,198,646 shares of Common Stock issuable upon the exercise
of outstanding options for the purchase of Common Stock pursuant to the
Company's stock plans or issuable upon the exercise of warrants to purchase
Common Stock. See "Management -- Stock Plans" and "Description of Capital
Stock -- Warrants."
(5) Includes the accrual for a cash dividend of $13.9 million representing
payments to certain of the Founding Practices.

17
<PAGE> 19

SELECTED FINANCIAL DATA
(IN THOUSANDS)

The following information is derived from the audited financial statements
of OrthAlliance included elsewhere in this Prospectus. Except as indicated, this
information does not reflect the effect of the Merger, the Transfers or the
Offering. For certain information concerning the Transfers of the Founding
Practices, see Note 5 of Notes to Financial Statements of the Company.

<TABLE>
<CAPTION>
THE PERIOD
FROM
OCTOBER 21, THREE MONTHS
1996 ENDED
TO DECEMBER 31, MARCH 31,
1996 1997
--------------- ------------
<S> <C> <C>
STATEMENT OF OPERATIONS DATA(1):
Net revenue................................................. $ -- $ --
---------- ----------
Total expenses.............................................. -- --
Operating income............................................ -- --
Net income........................................ $ -- $ --
========== ==========
Net income per share.............................. $ -- $ --
========== ==========
Number of shares used in net income per share calculation... -- --
========== ==========
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1997
---------------------------
HISTORICAL AS ADJUSTED(2)
---------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ -- $ 7,567
Working capital............................................. -- 14,149
Total assets................................................ -- 19,919
Long-term debt, less current portion........................ -- --
Stockholders' equity........................................ -- 16,994
</TABLE>

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

18
<PAGE> 20

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.
The following should be read in conjunction with the financial statements and
related notes thereto appearing elsewhere in this Prospectus.

OVERVIEW

OrthAlliance has conducted no significant operations to date but will
acquire as a result of the Transfers certain operating assets and, in some
cases, liabilities of the Founding Practices. In addition, OrthAlliance will
enter into either a service agreement ("Service Agreement") or a consulting and
business services agreement ("Consulting Agreement") with each of the Founding
Practices (the Service Agreements and Consulting Agreements are referred to
herein collectively as "Management Agreements"). Under the Service Agreements,
the Company will provide practice management services to the Founding Practices
in exchange for certain management fees. Under the Consulting Agreements, which
allow the Company and the Founding Practice to comply with certain state law
restrictions on practice management, the Company will provide consulting
services in exchange for similar fees.

Under the Management Agreements, the Company will act as manager and
administrator of each Allied Practice and will assume substantially all
operating expenses to third parties of the Allied Practice. In exchange for
assuming these expenses and providing management services, the Company will
record revenues in amounts equal to the assumed expenses plus a management fee,
as described below. In general, the Management Agreements provide for the
payment of fees to the Company based on a negotiated percentage of the "Adjusted
Patient Revenue" of the Allied Practices. Adjusted Patient Revenue is net
patient revenue, as determined under generally accepted accounting principles,
including adjustments for contractual allowances and other discounts, plus an
adjustment for uncollectible accounts. Patient revenue is recognized as
orthodontic services are performed, with approximately 20% being recognized at
the time of initial treatment. The balance of the contract revenue is realized
evenly over the remaining treatment period. The 20% estimated revenue at the
initial treatment date is based on the estimated costs incurred by the practice
at that time as compared to the total costs of providing the contracted services
and is consistent with industry standards. The percentage includes the estimated
costs of diagnosis and treatment plan development, initial treatment by
orthodontic personnel, orthodontic supplies, and associated administrative
services.

The management fee is paid monthly to the Company by each Allied Practice
based upon the practice's Adjusted Patient Revenue calculated on the accrual
basis using the revenue recognition criteria noted above. There are three fee
structures by which the management fee may be calculated under the Management
Agreements:

(i) a designated percentage of Adjusted Patient Revenue, ranging from
14% to 17%, subject to an annual adjustment based upon improvements in the
Allied Practice's operating margin in the most recent fiscal year as
compared with the immediately preceding fiscal year. No annual adjustment
shall be made which would result in reducing the designated percentage
applicable during the first year of the Management Agreement. Operating
margin is defined as the percentage determined by dividing operating profit
by Adjusted Patient Revenue. Operating profit is equal to Adjusted Patient
Revenue less operating expenses, excluding the management fee and such
expenses associated with the Allied Practices which the Company is
prohibited from incurring, primarily consisting of orthodontic
compensation. The average designated percentage is 16.9% for those Founding
Practices under this arrangement.

(ii) a designated percentage ranging from 13.5% to 17% of Adjusted
Patient Revenue with a potential annual adjustment of 25% of the increase
in operating margin (as defined in subparagraph (i) above) in a

19
<PAGE> 21

fiscal year as compared to the preceding fiscal year multiplied by the
Adjusted Patient Revenue for the current fiscal year. The supplemental fee
for improvement in operating margin, if applicable, shall be paid in a lump
sum payment upon final determination of the Allied Practice's operating
margin for the fiscal year. The average designated percentage is 16.3% for
the Founding Practices under this arrangement.

(iii) a fixed dollar fee with annual fixed dollar increases for each
year of the Management Agreement.

Pursuant to the Management Agreements, the Company generally is required to
employ the personnel for operation of the Allied Practice (except the Allied
Orthodontist and certain clinical personnel), establish appropriate business
systems, perform payroll and accounting functions, provide billing and
collection services, purchase and maintain inventory, provide certain equipment
and furnishings, arrange legal services unrelated to malpractice litigation,
formulate a marketing plan, manage and organize the Allied Practices records and
advise each Allied Practice regarding practice expansion. In addition, the
Company is required to pay the operating expenses of each Allied Practice,
except for the salaries of the Allied Orthodontists and, in certain states
according to applicable law, other professional staff. The Company will also
incur personnel and administrative expenses in connection with maintaining
corporate offices, from which the Company will provide management,
administrative, marketing, development and acquisition services. The Management
Agreements have an initial term of 20 years, subject to prior termination by
either party in the event the other party (i) becomes subject to bankruptcy
proceedings or (ii) materially breaches the Management Agreement and such party
fails to cure the breach within 90 days. In addition, the Allied Practices may
terminate the Management Agreements upon the occurrence of a change in control
(as defined therein).

Management fees are due in arrears on the date each Allied Practice's
monthly financial statements are completed. Within 45 days following the end of
each calendar quarter, the Company will prepare quarterly financial statements
for each Allied Practice. In the event of a quarterly adjustment to the Allied
Practice's Adjusted Patient Revenue, amounts owing to an Allied Practice (as a
result of such adjustment) will be remitted by the Company to the Allied
Practice. Any amounts owing to the Company by an Allied Practice will be deemed
an operating expense of the Allied Practice to be paid to the Company from the
Adjusted Patient Revenue of the Allied Practice.

Each Management Agreement provides that the Company advance funds, if
required, to the Allied Practice to pay operating expenses of the practice,
including operating expenses required to be paid by the Company and certain
expenses required to be paid by the Allied Practice. Advances will be evidenced
by a note from the Allied Practice and repaid upon mutually agreed upon terms
and conditions generally to include interest at the prime rate published in The
Wall Street Journal plus one percent. Advances are deemed operating expenses of
an Allied Practice to be paid to the Company from the Allied Practice's Adjusted
Patient Revenue. The Company will fund advances from working capital or
borrowings pursuant to a credit facility which the Company anticipates it will
establish following the closing of the Offering. See "Liquidity and Capital
Resources."

In accordance with SAB 48 published by the Commission, the acquisition of
the assets and assumption of certain liabilities of all of the Founding
Practices pursuant to the Transfers are accounted for by the Company at the
transferors' historical cost basis, with the shares of Common Stock to be issued
in those transactions being valued at the historical cost of the nonmonetary
assets acquired net of liabilities assumed. The cash consideration will be
reflected as a dividend by the Company to the owners of the Founding Practices.
It is currently anticipated that the Company's future acquisitions of certain of
the assets and liabilities of Allied Practices may result in subsequent annual
noncash amortization charges for intangible assets in the Company's statements
of operations.

The Company intends to implement a growth strategy focused on (i)
affiliating with additional orthodontic practices that fit the OrthAlliance
model of a high quality practice with strong financial performance; (ii)
expanding Allied Practices by providing capital, support and consultation for
satellite office expansion; (iii) assisting the Allied Practices with their
internal growth by increasing gross revenues through increased patient volume;
and (iv) enhancing profitability through operational efficiencies.

20
<PAGE> 22

RESULTS OF OPERATIONS

OrthAlliance has conducted no significant operations to date and will not
conduct significant operations until the Transfers, the Merger and the Offering
are completed. From inception through March 31, 1997, USOC and Premier incurred
development costs of $3.6 million and $593,000, respectively. OrthAlliance did
not incur development costs during this period. See the Company's Financial
Statements and Unaudited Pro Forma Combined Balance Sheet and notes thereto.

LIQUIDITY AND CAPITAL RESOURCES

If the Transfers had occurred on March 31, 1997, the Company would have had
a pro forma working capital deficit of approximately $6.1 million, including the
accrual of $13.9 million for cash dividends payable to the Founding Practices.

The Company anticipates the primary uses of capital will include
affiliation with orthodontic practices (including the Pending Transfers, the
cash portion of which could be as much as $760,000) , certain costs related to
the development of satellite offices and funding working capital needs of the
Company and the Allied Practices. The Company estimates that it will incur
capital expenditures of approximately $50,000 for the remainder of fiscal 1997,
which do not include amounts that the Company may provide to an Allied Practice
to fund certain of the development costs of a satellite office. The Company
intends to provide or arrange for capital for practice expansion, market
research, site selection, office design and marketing support for satellite
office development. Total development costs will vary by geographic location,
but are currently anticipated to be approximately $250,000 per office. In
addition as described above, the Company, pursuant to the Management Agreements,
is required to advance funds, if necessary, to such Allied Practice for the
purpose of paying such expenses. The advances will be funded from the Company's
working capital or credit facility discussed below. As part of its growth
strategy, the Company intends to enter into affiliations with additional
orthodontic practices that will involve the payment of cash and issuance of
Common Stock.

Management believes that the proceeds of the Offering, after application of
the use of proceeds, combined with the Company's anticipated cash flow from
operations will be sufficient to fund the planned capital needs and ongoing
operations of the Company for the next 18 months. Additional capital may be
required by the Company's acquisition program. The Company is currently
negotiating with various lenders to obtain a revolving credit facility which if
obtained will be available to fund additional working capital needs (if any) and
possible future acquisitions. There can be no assurance that the Company will be
able to obtain financing on favorable terms. In addition, the Company is
concurrently with the Offering registering 2,500,000 additional shares of Common
Stock pursuant to the Shelf Registration, which when combined with the Company's
cash resources will be used to support the Company's planned acquisition
program.

21
<PAGE> 23

BUSINESS

GENERAL

OrthAlliance was recently organized to create a national provider of
practice management services to orthodontic practices in the United States. The
Company will manage the business aspects of the Allied Practices (subject to
applicable state law), thereby allowing Allied Orthodontists to focus on
delivering cost-effective, high quality patient care, and will provide capital
for the development and growth of such practices. The Company will affiliate
with Allied Practices pursuant to long-term management services agreements and
will generate revenues by providing management, marketing and development
services to Allied Practices. The Company intends to aggressively expand its
network of Allied Practices by acquiring certain operating assets of and
entering into long-term management services agreements with additional
orthodontic practices throughout the United States.

The Founding Practices and Their Allied Orthodontists. The Company has
entered into definitive agreements, to be consummated simultaneously with the
closing of this Offering, to acquire (by transfer pursuant to SAB 48) certain
operating assets of or the stock of certain entities holding the assets of, and
enter into Management Agreements with, 57 Founding Practices, which include 85
orthodontists operating 151 offices located in 16 states. Management believes
that the Founding Practices are leading practices in their markets and the
Founding Practices were selected based upon a variety of factors, including
size, profitability, historical growth and reputation for high quality care,
among local consumers of orthodontic services and within the orthodontic
services industry. Some of the Founding Practices were referred to the Company
by certain Allied Orthodontists. Potential Founding Practices were subject to
peer review which evaluated practices on the quality of patient care and the use
of effective practice procedures. Management intends to capitalize on the
reputations and relationships of the Founding Practices and their Allied
Orthodontists to assist the Company in affiliating with additional orthodontic
practices. For the year ended December 31, 1996, the Founding Practices had
average practice revenues of approximately $1,043,000, compared to average
practice revenues for the orthodontic industry as a whole, estimated by the
Company to be approximately $545,000.

Management believes that the Company's management, marketing, recruiting
and growth strategies, as applied to the Founding Practices, will maximize the
Company's revenues. Each Allied Orthodontist of the Founding Practices will
initially be a member of the Company's Board of Advisors, highlighting the
expertise of the Allied Orthodontists of the Founding Practices. The Board of
Advisors will advise management on a broad range of issues, including treatment,
risk management, quality assurance, credentialing, managed care, product
evaluation, professional resources and marketing. The members of the Board of
Advisors will also recommend professional standards for both treatment quality
and delivery of patient care, and provide a peer review process.

Services of the Company. Pursuant to the OrthAlliance model, the Company
provides fee-based management services to its Allied Practices thereby allowing
Allied Orthodontists to concentrate on providing cost effective, high quality
patient care. The Company does not practice orthodontics or dentistry, but
generally acquires certain operating assets of an orthodontic practice, employs
the employees (except orthodontists, and where applicable law requires,
hygienists and dental assistants), and enters into Management Agreements with
the Allied Practices. Where state law allows and upon request by an Allied
Practice, the Company may lease equipment or office space to the Allied
Practices and employ orthodontic assistants for the Allied Practices. Each
Allied Practice, in its sole discretion, determines the fees to be charged for
services provided to patients based upon market conditions in the service area
and other factors deemed appropriate by the Allied Practice.

The Company will generate revenues by providing management services to the
Allied Practices, including billing and collections, cash management,
purchasing, inventory management, payroll processing, employee benefits
administration, advertising and marketing, financial reporting and analysis,
productivity reporting and analysis, training, associate orthodontist recruiting
and capital for satellite office development and acquisitions. Management
believes, based on its experience with the Founding Practices and data available
to it, that the Company's emphasis on high quality patient care and its
business, marketing, technological and practice-growth support systems will
appeal to orthodontists inclined to affiliate with the Company.

22
<PAGE> 24

THE ORTHODONTIC INDUSTRY

Orthodontics, the art and science of correcting the misalignment of teeth,
historically has been one of the most profitable specialties in dentistry. The
field of orthodontics has evolved greatly since the turn of the century, a
process which management believes will continue. Orthodontic research and
education have aided the development of new materials and techniques of
orthodontic treatment, including the use of computers to help solve complex
cases. In 1994, orthodontists in the United States conducted examinations of
nearly 2.5 million potential new patients and initiated treatment for
approximately 1.5 million patients. The typical orthodontist initiated treatment
for approximately 170 patients in 1994 and maintained approximately 380 active
cases.

The primary target market for orthodontic treatment is children ages 8 to
18. In 1994, approximately 80%, or 1.2 million, of all patients treated were
children. The U.S. Census Bureau estimates that as of July 1, 1996, there were
approximately 37.6 million children and adolescents between the ages of 10 and
19. Management believes that as many as 50% of these children and adolescents
could benefit from orthodontic treatment, presenting an attractive opportunity
for the Company. In addition to the traditional juvenile market, the adult
market has been a rapidly growing market for orthodontic services. Management
believes the market for adults has grown rapidly over the last 15 years as a
result of several factors. Adults today are more conscious about their
appearance, which may be improved by orthodontic treatment they may not have
received as children. Moreover, many adults today are more willing to undergo
orthodontic treatment in light of the development of new orthodontic materials
and techniques that allow the orthodontist largely to conceal the bands and
brackets used during treatment because they match the color of the teeth. Based
on statistics obtained from the 1995 JCO Study, management believes that the
adult market for orthodontic services remains untapped, as the number of adults
who need or want orthodontic treatment substantially exceeds the number of
patients currently seeking treatment. In 1994, standard case fees averaged
approximately $3,500 for children and $3,800 for adults.

Currently, there are approximately 9,000 practicing orthodontists in the
United States, nearly all of whom have graduated from accredited graduate
programs of orthodontics. The industry is highly fragmented, with approximately
90% of the practicing orthodontists acting as sole practitioners and the balance
practicing in multiple-doctor practices (generally two orthodontists) or in
groups affiliated with competitors of the Company. The training and
qualification of an orthodontist is extremely rigorous. Generally, a dentist
must graduate in the top 10% of his or her class at an accredited graduate
school of dentistry, pass national and state board examinations, and complete an
accredited graduate orthodontic program to become an orthodontist. These
programs typically are structured as two- or three-year programs. Each year
about 200 new orthodontists graduate from accredited orthodontic programs.

OPERATING STRATEGY

Management believes that the Company's operating strategy will enable
Allied Practices to compete more effectively and realize significantly greater
profitability than other orthodontic practices, thereby providing an inducement
for additional orthodontists to affiliate with the Company. Key elements of the
Company's operating strategy include:

Emphasizing Quality Patient Care. Management believes that the services
and support it provides its Allied Orthodontists will positively impact the
level of patient care by increasing the Allied Orthodontists' time to
concentrate on patient care. Management believes that the primary hindrances to
consistent delivery of quality patient care are (i) the discrepancy in
qualifications among practicing orthodontists and (ii) the amount of time each
orthodontist spends on patient care. The qualifications of providers of
orthodontic services vary from general dentists who have taken weekend courses
in orthodontics to graduates of accredited three-year programs. Nearly all
Allied Orthodontists affiliated with the Founding Practices are graduates of
accredited orthodontic programs. In addition, the Company will establish
clinical care advisory committees consisting of Allied Orthodontists who will
meet periodically to formulate quality assurance programs, to perform peer
review studies, and to consult with each other on current treatments, techniques
and issues. Furthermore, recent orthodontic graduates recruited by the Company
will be required (in most cases) to complete a mentoring program pursuant to
which such graduates will provide treatment under the supervision and guidance
of an experienced Allied Orthodontist for a period of time to refine their
skills before assuming primary responsibility for patient care at a satellite
office of an Allied Practice.

23
<PAGE> 25

Capitalizing on the Best Demonstrated Practices of Allied
Orthodontists. The Company believes that one of its most valuable practice
management services will be its ability to identify practice-level strategies
that have proven successful for individual Allied Practices and share this
information among other Allied Practices. Management will routinely evaluate the
policies and procedures of the Allied Practices, including such critical areas
as treatment quality, delivery of patient care, practice-building, marketing,
patient financing programs and expense control. The Company will provide Allied
Orthodontists with comparative operating and financial data that will enable
Allied Orthodontists to detect areas of their practices that could be improved.
The Company will provide its own analysis of such operating and financial data
and recommend changes to improve performance. The Company expects that a primary
means of identifying and implementing solutions to particular practice issues
will be to consult with Allied Practices that have had demonstrated success in a
certain area. The Company generally will seek to facilitate communication among
Allied Practices through periodic conferences and meetings and, ultimately,
through a proprietary intranet system.

Achieving Operating Efficiencies and Economies of Scale. The Company
intends to implement a variety of operating procedures and systems to improve
the productivity and profitability of each orthodontic practice which becomes an
Allied Practice and to achieve economies of scale. The Company will implement
centralized payroll processing, inventory control and national group purchasing
contracts. The Company plans to implement appropriate credit and collection
policies which will accommodate specific needs of the target market of each
Allied Practice. Management believes that patient flow and work flow could be
enhanced by physical improvements in designs to facilities, which should result
in an increase in the number of patients seen and an increase in employee and
orthodontist productivity. If such physical improvement in design is supported
by an adequate return on investment, the Allied Practice and the Company may
undertake such design changes. Operating efficiencies and economies will be
instituted on a per market or per Allied Practice need basis after thorough
analysis, including review of work flow, patient flow, aged accounts receivable
history, facilities, employee work load and productivity, and employee and
patient satisfaction.

Increasing the Affordability of Orthodontic Care through Flexible Payment
Plans. The Company will assist Allied Practices in developing and implementing
payment plans designed to make orthodontic services more affordable to
prospective patients, thereby making orthodontic services available to a larger
segment of the population in their respective markets. Many of the Founding
Practices have historically received a down payment of approximately 20% of the
total cost of services, which is typical in the orthodontics industry and is
based on the costs incurred by an orthodontic practice at the time treatment is
initiated. Recognizing that orthodontic services are largely discretionary and
that a significant down payment is often a deterrent to prospective patients,
the Company believes that flexible payment plans are an effective means of
increasing patient volume. Management believes that the markets in which Allied
Practices are located are different and payment plans should be tailored to
respond to the various market demands and opportunities. The Company will make
general recommendations to all Allied Practices with respect to instituting
flexible payment plans and will develop and implement market-tailored plans upon
the request of individual Allied Practices. In addition, the Company will
provide the working capital necessary for the Allied Practices to implement
flexible payment plans which may result in the reduction or elimination of down
payments.

Stimulating Demand in Local Markets Through Aggressive Marketing. In
consultation with and upon approval of the Allied Practices, the Company intends
to develop and implement aggressive and innovative marketing plans to augment
each Allied Practice's referral and other marketing systems currently in place.
Management believes that the orthodontic industry has not taken advantage of the
gains that can be achieved through strategic direct marketing and intends to,
upon request of an Allied Practice, implement aggressive direct marketing
campaigns. In addition, certain of the Founding Practices have developed
referral systems with local dentists, to achieve above-average practice revenues
and growth. Upon the request of an Allied Practice and in appropriate markets,
the Company will attempt to reach potential patients through print, local
television and radio advertising.

GROWTH STRATEGY

Management believes the continued growth of the Founding Practices and the
financial support for the development of new Allied Practices are key components
of the future success of the Company. To increase the

24
<PAGE> 26

Company's revenues and profits and gain market share, management intends to
initiate a growth strategy designed to increase the number of Allied Practices
and Allied Orthodontists over time. Management's expansion strategy includes:

Affiliations with Orthodontic Practices. Management believes that the
Company's target market for affiliations includes approximately half of the
orthodontic practices in the United States (approximately 4,500 practices),
because these practices fit the OrthAlliance model of high quality and
opportunity for revenue and earnings growth. Management believes that
affiliation will be an attractive option for many orthodontists because the
Company intends to (i) provide the capital to open and integrate new orthodontic
offices into existing Allied Practices, (ii) identify and recruit qualified
associate orthodontists for the Allied Practices, (iii) design and offer
business and clinical systems for each Allied Practice, (iv) with the approval
of the Allied Orthodontist, hire the necessary business and non-orthodontic
personnel for each new Allied Practice, (v) help increase each Allied Practice's
market share and the number of new patients seen by recommending successful
marketing and advertising strategies, and (vi) reduce the time Allied
Orthodontists spend on administrative and business related tasks, allowing them
to focus on delivering quality patient care. The Company has filed the Shelf
Registration for shares of Common Stock to be used in connection with future
affiliations with Allied Practices.

Developing Orthodontic Satellite Offices. Where management determines
market demand will support practice expansion, the Company will assist Allied
Practices in developing satellite offices to be integrated into Allied Practices
to increase market share and revenues. The Company intends to provide capital
for practice expansion, market research, site selection, office design and
marketing support for satellite office development. Management believes the
Company's recruiting strategy complements growth through the addition of
satellite offices. Experienced associate orthodontists and recently graduated
orthodontists, who have completed a mentoring program, would be well suited to
assume primary responsibility for patient care at newly-established satellite
offices. See "-- Allied Practice Operations and Locations."

Internal Growth through Improved Operating Efficiencies. A fundamental
element of management's growth strategy is internal Allied Practice growth
through improving each practice's operating efficiencies. The Company intends to
offer a variety of operating procedures and systems to improve the productivity
and profitability of the Allied Practices. The Company's operating systems and
strategies, together with its recruiting, training, marketing and business
management services should allow Allied Orthodontists to focus their attention
on providing patient care, resulting in increased patient flow and enhanced
revenues. The Company plans to implement payroll processing, employee benefits
administration, financial reporting and analysis, inventory management and
national group purchasing discounted contracts and intends to implement
appropriate credit and collection policies which accommodate specific needs of
the general target markets of each Allied Practice. Operating efficiencies and
economies will be instituted on a per market or per Allied Practice need basis
after thorough analysis, including review of work flow, patient flow, aged
accounts receivable history, facilities, employee work load and productivity,
employee satisfaction and patient satisfaction.

ALLIED PRACTICE OPERATIONS AND LOCATIONS

Payment Plan; Case Fees. At the initial orthodontic treatment, the patient
signs a contract outlining the terms of the treatment, including the anticipated
length of treatment and the total fees. Each Allied Orthodontist determines the
appropriate fee to charge for services to patients based upon market conditions
in the area served by that Allied Orthodontist. Generally, the amount of fees
charged by the Allied Orthodontists are independent of the patient's source of
payment. The number of required monthly payments is estimated at the beginning
of the case and generally corresponds to the anticipated number of months of
treatment. Depending on the patient's credit history, the down payment will
range from a substantial down payment to no down payment. Patients are typically
required to pay equal monthly installments although each Allied Practice will
offer a payment plan tailored to its market and patients.

If the treatment period exceeds the period originally estimated by the
orthodontist, the patient and the Allied Orthodontist will determine whether
payment for additional treatment will be required. If the treatment is completed
prior to the scheduled completion date, the patient is required to pay the
remaining balance of the

25
<PAGE> 27

contract. If a patient terminates the treatment prior to the completion of the
treatment period, the patient is required to pay the balance due for services
rendered to date.

Other payment plans with lower monthly payments are available for patients
who have insurance coverage for the treatment. Approximately 40% of the patients
treated at the Allied Practices have some form of orthodontic insurance
coverage. Payments for patients with insurance may be lower, depending upon the
amount of the fee paid on behalf of the patient by insurance policies. For
patients with insurance coverage, the portion of the fee not covered by
insurance is paid by the patient and is not waived or discounted by the Allied
Practice.

Information Systems ("IS"). The Company plans to implement a comprehensive
IS strategy over the next several years. The Company will implement a
communications and data transmission program utilizing a proprietary intranet
system and commercially available integration technology. Typically, an
orthodontic practice utilizes two types of systems. The first system is the
accounting and general ledger system and the second is the production system.
The accounting and general ledger system will be implemented promptly upon the
Allied Practice's affiliation with the Company. The production system, which
provides patient and practice management functions, will take more time to
implement. While it is the Company's stated objective to protect the computer
system and applications investment of each Allied Practice, management intends
to use a combination of integration and interface technologies to tie together
the disparate systems.

Purchasing. The Company plans to coordinate quantity discounts of
equipment, office furniture, inventory and supplies for the Allied Practices in
order to reduce per unit costs. In addition, the Company will negotiate
arrangements with other suppliers, such as casualty insurance carriers, that
should provide cost savings to the Allied Practices.

Locations. Upon consummation of the Transfers, the Company will provide
management services to the following locations:

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF
STATE ORTHODONTISTS(1) OFFICES CITIES
- ----- ---------------- --------- ---------
<S> <C> <C> <C>
Alabama............................................ 3 3 3
Arizona............................................ 2 2 2
California......................................... 15 21 17
Florida............................................ 18 31 23
Georgia............................................ 18 37 27
Indiana............................................ 9 18 16
Kentucky........................................... 2 6 6
Michigan........................................... 1 1 1
Minnesota.......................................... 2 3 3
Mississippi........................................ 2 6 6
Pennsylvania....................................... 2 3 3
South Carolina..................................... 3 5 5
Tennessee.......................................... 2 3 3
Texas.............................................. 4 8 8
Utah............................................... 2 2 2
Virginia........................................... 2 2 2
-- --- ---
Total.................................... 87 151 127
== === ===
</TABLE>

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

(1) The Founding Practices include an aggregate of 85 Allied Orthodontists, two
of whom operate in two states.

AGREEMENTS WITH ALLIED PRACTICES AND ALLIED ORTHODONTISTS

Each Allied Practice has entered into three material agreements in
connection with the Transfers: (i) an acquisition agreement, which may be in the
form of a purchase and sale agreement whereby OrthAlliance agrees to acquire
certain of the assets or stock of an entity holding certain assets of the Allied
Practice, or an agreement and plan of reorganization, whereby the Allied
Practice transfers certain assets to OrthAlliance; (ii) either a

26
<PAGE> 28

Service Agreement or a Consulting Agreement (depending upon the applicable
regulatory requirements), whereby OrthAlliance agrees to provide management or
consulting services to the Allied Practice; and (iii) an Employment Agreement
between the Allied Practice and each related Allied Orthodontist who is an
equity holder in the Allied Practice or who provides orthodontic services
through such practice for more than ten days each month. Pursuant to the Merger,
the agreements that were originally executed between an Allied Practice and
either USOC or Premier, will become agreements of OrthAlliance and will be
effective upon the closing of the Offering.

Acquisition Agreements. The Company will acquire by transfer (in
accordance with SAB 48) certain operating assets or stock of each Allied
Practice pursuant to an asset purchase and sale agreement, an agreement and plan
of reorganization or a stock purchase and sale agreement. Each asset purchase
and sale agreement generally provides for the sale by the Allied Practice of its
equipment, licenses (to the extent assignable by law), inventory, accounts
receivable, furniture and other personal property, or some combination thereof
based on applicable state laws or regulations, in exchange for consideration
based on the Allied Practice's Adjusted Patient Revenue. Up to 20% of the
aggregate purchase price to be paid for assets transferred to the Company is
generally payable in cash, as determined by each Allied Practice, with the
remainder payable in shares of Common Stock. The aggregate consideration paid by
the Company in connection with the Transfers is approximately $86.0 million.
Certain liabilities, including patient prepayments, of the Allied Practices have
been assumed totaling $4.6 million. See "Certain Transactions."

Each stock purchase and sale agreement generally provides for the exchange
of the stock of an entity holding certain assets of the Allied Practice by its
stockholder(s) and the payment of consideration to its stockholder(s), which
consideration is generally the same as the consideration being paid pursuant to
the asset purchase and sale agreements. Each agreement and plan of
reorganization generally provides for the transfer of certain assets of the
Allied Practice to OrthAlliance, the cancellation or retirement of each share of
stock in an entity holding certain assets of the Allied Practice, and the
payment of consideration to the stockholders of such entity, which consideration
is generally the same as the consideration being paid pursuant to the asset
purchase and sale agreements. Each asset purchase and sale agreement, stock
purchase and sale agreement and agreement and plan of reorganization provides
for certain incidental registration rights with respect to the shares of Common
Stock paid to the Allied Practice or the Allied Orthodontist, as the case may
be. See "Description of Capital Stock -- Registration Rights."

In Transfers requiring stock acquisitions, the Company generally will
acquire the stock of the Original Entity through which the applicable Founding
Practice has historically operated and generated revenue. The New Entity through
which the Founding Practice will provide orthodontic services on a going forward
basis is formed to ensure that the Company does not violate applicable state law
or regulation regarding the corporate practice of orthodontics. See Risk
Factors -- Risks Related to Changes in Government Regulation," "The Company" and
"Business -- Government Regulation."

Service Agreements. The parties to each Service Agreement include the
Company, as successor through the Merger, and the Allied Practice, which
typically is a professional corporation or association owned by the related
Allied Orthodontist. Each Service Agreement generally requires the Company to
perform the following services for the Allied Practices: provide and maintain
specified furnishings and equipment; provide necessary employees (except
orthodontists and, where applicable law requires, hygienists and dental
assistants); establish appropriate business systems; purchase and maintain
inventory; perform payroll and accounting functions; provide billing and
collection services with respect to patients, insurance companies, and
third-party payors; arrange certain legal services not related to malpractice
litigation; design and execute a marketing plan; advise with respect to new
office locations; and manage and organize the Allied Practice's files and
records, including patient records where permitted by applicable law. If the
Allied Practice lacks sufficient funds to pay its current expenses, the Company
is also required to advance funds to the Allied Practice for the purpose of
paying such expenses. In exchange for performing the services described above,
the Company receives a management fee based on one of the three fee structures
described in Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Overview.

27
<PAGE> 29

The term of each Service Agreement is 20 years, subject to prior
termination by either party in the event the other party becomes subject to
voluntary or involuntary bankruptcy proceedings or materially breaches the
agreement, subject to a cure period. In addition, the Allied Practices may
terminate the Service Agreements upon the occurrence of a change of control of
OrthAlliance (as defined therein, which does not include a transaction approved
by the Company's Board of Directors). Upon the expiration or termination of the
Service Agreement, the Allied Practice may, and in certain circumstances must,
repurchase for cash (at book value) certain assets, including all equipment, and
assume certain liabilities of the Company related to the Allied Practice.

Each Service Agreement is generally not assignable by either party thereto
without the written consent of the other party; however, the Company may assign
the Service Agreement without the Allied Practice's consent to any entity under
common control with the Company. The Company and the Allied Practice agree to
indemnify each other for costs and expenses incurred by such other party that
are caused directly or indirectly by, as the case may be, the Company's or the
Allied Practice's intentional or negligent acts or omissions. In the case of the
Allied Practice's obligation to indemnify the Company, such obligation also
applies to intentional or negligent acts and omissions occurring prior to the
date of the Service Agreement.

Consulting Agreements. The parties to each Consulting Agreement include
the Company, as successor through the Merger, and the Allied Practice. Certain
provisions of the Consulting Agreement are substantially similar to the Service
Agreement, including provisions relating to the Company's obligation to loan
funds to the Allied Practice in the event the Allied Practice is unable to pay
its current expenses, termination of the Consulting Agreement, repurchase of
assets and assumption of liabilities by the Allied Practice upon expiration or
termination, assignment, and indemnification.

The services provided by the Company to the Allied Practice under each
Consulting Agreement generally include consulting with respect to equipment and
office needs; preparing staffing models appropriate for an Allied Practice;
advising and training with respect to business systems; purchasing and
maintaining inventory; advising with respect to and providing or arranging
accounting and bookkeeping services; advising with respect to developing a
marketing plan; assessing the financial feasibility of establishing new offices;
providing billing and collection services; and assisting the Allied Practice in
organizing and developing filing and recording systems. In exchange for such
services, the Company receives a consulting fee based on one of the three fee
structures described in Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview.

Pursuant to both the Service Agreements and Consulting Agreements, the
Company's Allied Orthodontists maintain full control over and ownership of their
orthodontic practices, determine which personnel will be affiliated with the
Allied Practices and set their own standards of practice to promote quality
orthodontic care. The Company does not engage in the practice of orthodontics or
dentistry. Each Allied Orthodontist is responsible for compliance of his or her
Allied Practice with state and local regulations applicable to the practice of
orthodontics and with licensing or certification requirements. Each Allied
Practice, in its sole discretion, determines the fees to be charged for services
provided to patients based upon market conditions in the service area and other
factors deemed appropriate by the Allied Practice. Each Allied Practice executes
payor contracts and each Allied Orthodontist acquires and pays for malpractice
insurance coverage.

Employment Agreements. Each Allied Orthodontist who is or becomes an
equity holder in an Allied Practice or who provides orthodontic services through
an Allied Practice for more than 10 days a month is required to execute an
employment agreement with the Allied Practice. Each employment agreement
generally provides that the Allied Orthodontist will perform professional
services for the Allied Practice for a period of five years, subject to prior
termination, (i) for cause by the Allied Practice (which generally means death,
incapacity, willful misconduct, conviction for a felony, or chronic alcoholism
or drug addiction), (ii) by the Allied Orthodontist in the event of a material
breach by the Allied Practice, and (iii) by the Allied Orthodontist in the event
of the Company's bankruptcy. The Allied Orthodontist agrees that following
termination or expiration of the employment agreement, he or she will not
compete for a period of two years in the market in which the Allied Practice
operates an office and will limit the methods of advertising in the area in
which an Allied Practice is located.

28
<PAGE> 30

GOVERNMENT REGULATION

General. The field of orthodontics is highly regulated, and there can be
no assurance that the regulatory environment in which the Company operates will
not change significantly in the future. In general, regulation of healthcare
companies is increasing. Every state imposes licensing requirements on
individual orthodontists and on facilities operated by and services rendered by
orthodontists. In addition, federal and state laws regulate health maintenance
organizations and other managed care organizations for which orthodontists may
be providers. In connection with the entry into new markets, the Company, Allied
Practices and Allied Orthodontists may become subject to compliance with
additional regulations.

The operations of the Allied Practices must meet federal, state and local
regulatory standards in the areas of safety and health. Historically, compliance
with those standards has not had any material adverse effect on the operations
of the Founding Practices. Based on its familiarity with the historical
operations of the Founding Practices and the activities of the Company's Allied
Orthodontists, management believes that the Allied Practices are in compliance
in all material respects with all applicable federal, state and local laws and
regulations relating to safety and health.

State Legislation. The laws of several states prohibit orthodontists from
splitting fees with non-orthodontists. Furthermore, many states prohibit
nonorthodontic entities from practicing orthodontics, employing orthodontists,
or in some circumstances, employing orthodontic assistants. The laws of some
states prohibit advertising orthodontic services under a trade or corporate name
and require that all advertising be in the name of the orthodontist. A number of
states also regulate the content of advertisement of orthodontic services and
the use of promotional gift items. A number of states limit the ability of a
non-licensed dentist or non-orthodontist to own equipment or offices used in an
orthodontic practice. Some of these states allow leasing of equipment and office
space to an orthodontic practice, under a bona-fide lease, if the equipment and
office remain in the complete care and custody of the orthodontist. Management
believes, based on its familiarity with the historical operations of the
Founding Practices, the activities of the Company's Allied Orthodontists and
applicable regulations, that the Company's current and planned activities do not
constitute the prohibited practices contemplated by these statutes and
regulations. There can be no assurance, however, that future interpretations of
such laws, or the enactment of more stringent laws, will not require structural
and organizational modifications of the Company's initial relationships with its
Allied Orthodontists or the operation of the Allied Practices. In addition,
statutes in some states could restrict expansion of Company operations in those
jurisdictions. The Company either enters into a Service Agreement or Consulting
Agreement depending upon applicable state regulations.

Regulatory Compliance. The Company monitors developments in laws and
regulations relating to the practice of orthodontics and dentistry. The Company
may be required to modify its agreements, operations and marketing strategies
from time to time in response to changes in the business and regulatory
environment. The Company intends to structure all of its agreements, operations
and marketing in accordance with applicable law, although there can be no
assurance that its arrangements will not be successfully challenged or that
required changes may not materially affect the Company's business, financial
condition and results of operations.

COMPETITION

The Company anticipates facing substantial competition from other entities
as OrthAlliance seeks to affiliate with additional orthodontic practices. The
Company is aware of several practice management companies that are focused in
the area of orthodontics. Additional entities may enter this market and compete
with the Company. Certain of these competitors have greater financial or other
resources than the Company.

The business of providing orthodontic services is highly competitive in
each market in which the Founding Practices and other practices operate.
Founding Practices compete with orthodontists who maintain single offices or
operate a single satellite office, as well as with orthodontists that maintain
group practices or operate in multiple offices. Founding Practices also compete
with general dentists and pedodontists who provide certain orthodontic services,
some of whom have more established practices. The provision of orthodontic
services by such dentists and pedodontists has increased in recent years. There
can be no assurance that the Company or the Allied Practices will be able to
compete effectively within their markets.

29
<PAGE> 31

EMPLOYEES

Upon completion of the Transfers and the Merger, OrthAlliance will employ
an aggregate of approximately 565 full-time employees. None of the Company's
employees are represented by a collective bargaining agreement. OrthAlliance
considers its relationship with its employees to be good.

PROPERTIES

The Company leases approximately 1,700 square feet of office space in
Torrance, California for its headquarters and approximately 500 square feet of
office space in its Atlanta, Georgia office.

INTELLECTUAL PROPERTY

OrthAlliance has applied for federal registration of the service mark
"OrthAlliance." Management intends to utilize the service mark, as allowed by
applicable law, in the Company's marketing and advertising campaigns in order to
associate the name OrthAlliance with a reputation for nationwide quality
orthodontic care.

LITIGATION AND INSURANCE

The Company does not have any pending litigation that if adversely
determined would have a material adverse effect on the Company. The Allied
Practices provide orthodontic services to the public and are exposed to the risk
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 Allied Practices, it could be asserted that the
Company should be held liable for malpractice of an Allied Orthodontist.

The Company maintains general liability insurance for itself and on behalf
of the Allied Practices and it is anticipated that, where permitted by
applicable law and insurers, the Company will be named as an additional insured
under the policies of the Allied Practices. There can be no assurance that any
claims against the Company or any of the Allied Practices 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
rates.

30
<PAGE> 32

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
directors and executive officers of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Sam Westover.................................... 42 President, Chief Executive Officer and
Director
Robert S. Chilton............................... 39 Chief Financial Officer
P. Craig Hethcox................................ 45 Chief Operating Officer
Paul H. Hayase.................................. 42 Senior Vice President -- Human Resources,
General Counsel and Secretary
Randall K. Bennett, D.D.S., M.S................. 42 Director
Douglas D. Durbin, D.M.D., M.S.D................ 42 Director(1)
U. Bertram Ellis, Jr............................ 43 Director(1)
Craig L. McKnight............................... 46 Director(1)
Randall A. Schmidt, D.D.S., M.S.D............... 40 Director(1)
W. Dennis Summers............................... 48 Director(1)
Jonathan E. Wilfong............................. 48 Chairman of the Board of Directors and
Consultant
</TABLE>

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

(1) Dr. Durbin, Dr. Schmidt, Mr. Summers, Mr. McKnight and Mr. Ellis will be
elected to serve as Directors immediately preceding consummation of the
Transfers.

Sam Westover has served as a Director, President and Chief Executive
Officer of OrthAlliance since October 1996. From August 1993 until July 1996,
Mr. Westover served as President and Chief Executive Officer of Systemed Inc., a
pharmacy benefit management company, where he also served as a Director from
July 1992 until February 1997. From January 1993 until August 1993, Mr. Westover
served as Senior Vice President, Chief Financial Officer and Treasurer of
Wellpoint Health Networks Inc., a health insurance company. Prior to joining
Wellpoint, Mr. Westover served as Chief Financial Officer and Senior Vice
President, Corporate Financial Services of Blue Cross of California, a position
to which he was named in May 1990.

Robert S. Chilton has served as Chief Financial Officer of OrthAlliance
since May 1997. From April 1994 until May 1997, Mr. Chilton served as Vice
President/Controller of E & S Ring Management Corporation, a real estate
management firm. Mr. Chilton was Controller of Karl Storz Endoscopy-America,
Inc., a medical device manufacturer and distributor, from October 1987 until
April 1994. Mr. Chilton is a Certified Public Accountant, and from February 1985
to October 1987 was employed by KPMG Peat Marwick.

P. Craig Hethcox will become Chief Operating Officer of OrthAlliance upon
the consummation of the Transfers. From January 1997 to the date of the Merger,
Mr. Hethcox has served as Chief Executive Officer of USOC. From July 1994 to
December 1996, Mr. Hethcox served as Chief Operating Officer for Equimed, Inc.,
where he directed the corporate operations for sixty-five ophthalmology,
oncology and surgical center entities. From 1988 to June 1994, Mr. Hethcox
served as Vice President of Operations for Medical Care America, where he was
responsible for the operations of the then largest practice management company
with surgical centers. Mr. Hethcox also held senior management positions with
Medical Corporation of America, Inc., and Omni Eye Services, Inc., both
ophthalmology practice management operations, and was Chief Executive Officer of
Lakeside Community Hospital.

Paul H. Hayase has served as Senior Vice President -- Human Resources,
General Counsel and Secretary of OrthAlliance since October 1996. From August
1995 until January 1997, Mr. Hayase served as Vice President -- Human Resources,
General Counsel and Secretary of Systemed Inc. Mr. Hayase served as Senior
Counsel of Ralphs Grocery Company, a supermarket chain in California, from
November 1993 to August 1995. From January 1985 to November 1993, Mr. Hayase
served as Senior Vice President, General Counsel of Knapp Communications
Corporation, a magazine publishing company.

31
<PAGE> 33

Randall K. Bennett, D.D.S., M.S. has served as a Director of OrthAlliance
since its inception. Dr. Bennett has practiced orthodontics in Salt Lake City,
Utah since 1989 and he practiced in Beverly Hills, California from 1988 to 1989.
Dr. Bennett graduated from Loma Linda University in 1988 with an M.S. degree in
orthodontics and from the University of Alberta in 1981 with a D.D.S. degree.

Douglas D. Durbin, D.M.D., M.S. has agreed to serve and will be elected a
Director of OrthAlliance immediately preceding the consummation of the
Transfers. Dr. Durbin has served as President of The Kentucky Center for
Orthodontics and Dento-Facial Orthopedics, a Founding Practice, since 1983, and
manages six practice locations and 20 employees. Dr. Durbin is a member of the
American Association of Orthodontists, the American Dental Association and the
Kentucky Association of Orthodontists, a Diplomate of the American Board of
Orthodontics and has served as Secretary, Treasurer, and President of the
Bluegrass Dental Society. Dr. Durbin graduated from the University of Kentucky
College of Dentistry with a D.M.D. degree in 1978 and received his M.S.D. and
Certificate in Orthodontics from the University of Kentucky College of Dentistry
in 1983.

U. Bertram Ellis, Jr. has agreed to serve and will be elected a Director of
OrthAlliance immediately preceding the consummation of the Transfers. Since
April 1996, Mr. Ellis has served as President, Chief Executive Officer and Chief
Operating Officer of Broadcast Development Corporation. Since 1996, Mr. Ellis
has served as Chairman of the Board and Chief Executive Officer of IXL Holdings,
Inc. ("IXL"), a multimedia company. Mr. Ellis founded and served as President
and Chief Executive Officer of Ellis Communications, Inc., a media company, from
1993 to April 1996. From 1992 to 1993, Mr. Ellis was President and Chief
Executive Officer of American Innovations, Inc., a manufacturer of hairbows that
filed a petition pursuant to Chapter 11 of the U.S. Bankruptcy Code in 1993.
From 1986 until 1992, Mr. Ellis served as the President, Chief Executive Officer
and Chief Operating Officer of Act III Broadcasting, a broadcast group of eight
Fox-affiliate stations. Mr. Ellis serves as a director of NOVA Information
Systems, Inc., Promus Hotel Corporation, Endeavor Technologies, Inc., First
Union National Bank of Georgia and Upper Chattahoochee RiverKeeper.

Craig L. McKnight has agreed to serve and will be elected a Director of
OrthAlliance immediately preceding the consummation of the Transfers. Since
March 1995, Mr. McKnight has served as Executive Vice President of Magellan
Health Services ("Magellan"), which was previously known as Charter Medical
Corporation, and since October 1995 Mr. McKnight has also served as Chief
Financial Officer of Magellan. From June 1994 to March 1995, Mr. McKnight was
responsible for the Health Care Practice of Coopers & Lybrand, L.L.P. in
Philadelphia, Pennsylvania, and, prior thereto, was responsible for the Health
Care Practice of Coopers & Lybrand, L.L.P. in California.

Randall A. Schmidt, D.D.S., M.S.D. has agreed to serve and will be elected
a Director of OrthAlliance immediately preceding the consummation of the
Transfers. Dr. Schmidt has been in the practice of orthodontics since 1983 in
northwest Indiana, where he is a co-owner of Orthodontic Affiliates, P.C., a
Founding Practice. Dr. Schmidt is a member of the American Association of
Orthodontists, American Dental Association and the Indiana Society of
Orthodontists. Dr. Schmidt graduated from Indiana University in 1981 with a
D.D.S. degree and received his M.S.D. and Certificate in Orthodontics from
Indiana University in 1983.

W. Dennis Summers has agreed to serve and will be elected a Director of
OrthAlliance immediately preceding the consummation of the Transfers. Since
1984, Mr. Summers has served as a principal of Roberts, Isaf & Summers, P.C.
(and its predecessor firms), a law firm located in Atlanta, Georgia. Mr. Summers
specializes in corporate and business matters.

Jonathan E. Wilfong has served as Chairman of the Board of Directors of
OrthAlliance since May 1997. Mr. Wilfong has served as an executive consultant
to OrthAlliance since its inception and has served as consultant to USOC since
June 1996. Mr. Wilfong is the founder and a principal of Newfound Capital
Associates, an investment banking advisory firm founded in 1996 that specializes
in advising high growth businesses on capital formation strategies and
acquisition transactions. Mr. Wilfong is a Certified Public Accountant, and from
1983 to 1996 was a partner with Price Waterhouse LLP in Atlanta, Georgia and
Greenville, South Carolina.

32
<PAGE> 34

BOARD OF DIRECTORS

The Company's Board of Directors is divided into three classes which
consist, as nearly as practicable, of one-third of the total number of directors
serving on the Board of Directors. The Board of Directors will have up to nine
members, is currently composed of three members and immediately prior to
consummation of the Acquisition will increase to eight members, as named herein.
The members of each class serve staggered three-year terms following the initial
terms of such classes. The initial terms of Class I, Class II and Class III
directors expire at the annual stockholders' meetings in 1998, 1999 and 2000,
respectively. Dr. Durbin and Mr. Summers will be members of Class I; Dr. Bennett
is a member and Dr. Schmidt and Mr. Ellis will be members of Class II; and
Messrs. Westover and Wilfong are members and Mr. McKnight will be a member of
Class III.

BOARD COMMITTEES

The Board of Directors has established an Executive Committee, a Nominating
Committee, an Audit Committee and a Compensation Committee. Messrs. Westover and
Wilfong and Drs. Bennett and Durbin will serve on the Executive Committee.
Messrs. Summers, Westover and Wilfong will serve on the Nominating Committee.
Mr. Wilfong and Dr. Bennett will each serve on the Audit Committee and the
Compensation Committee. The Executive Committee is authorized by the Board of
Directors to take all action which may be delegated by the Board of Directors
under the DGCL. The Nominating Committee recommends candidates for election to
the Company's Board of Directors, examines the performance of incumbent
Directors and makes recommendations concerning the retention of such Directors.
The Audit Committee recommends the annual appointment of the Company's auditors,
with whom the Audit Committee reviews the scope of audit and non-audit
assignments and related fees, accounting principles used by the Company in
financial reporting and the adequacy of the Company's internal control
procedures. The Compensation Committee administers the 1997 Employee Stock Plan.
See "Stock Plans -- Administration of the Stock Plans." The Compensation
Committee also has the responsibility for reviewing and approving salaries,
bonuses, and other compensation and benefits of executive officers, and advising
management regarding benefits and other terms and conditions of compensation.

DIRECTOR COMPENSATION

Members of the Board of Directors are reimbursed for their out-of-pocket
expenses for each meeting attended but otherwise serve without cash
compensation. The Company has adopted the 1997 Non-Employee Director Stock Plan,
pursuant to which each non-employee director (the "Outside Directors") receives
a nondiscretionary grant to purchase 5,000 shares of Common Stock upon his or
her election to the Board and, if serving as an Outside Director following the
annual meeting each year, an additional nondiscretionary grant for the purchase
of 5,000 shares of Common Stock. See "-- Stock Plans -- 1997 Non-Employee
Director Stock Plan."

EXECUTIVE COMPENSATION

OrthAlliance was incorporated in October 1996 and did not conduct any
operations prior to that time. The Company anticipates that during fiscal 1997
its President and Chief Executive Officer and the three other most highly
compensated executive officers who are anticipated to receive annualized
compensation in excess of $100,000 will be, respectively, Messrs. Westover,
Hethcox, Hayase and Chilton. Their expected annualized base salaries for 1997
are $250,000, $185,000, $165,000 and $135,000, respectively. See "-- Employment
Agreements."

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with Messrs. Westover,
Hethcox and Hayase providing for annual base salaries of $250,000, $185,000 and
$165,000, respectively, with each person being eligible for a cash bonus of up
to 30% of his base salary. Additionally, the agreements provide for the grant of
options for the purchase of Common Stock to each of Messrs. Westover, Hethcox
and Hayase for 300,000, 100,000 and 75,000 shares of Common Stock, respectively,
and such options will vest (i) 20% upon the closing of the Offering and (ii) 20%
per year on the first through the fourth anniversary dates of the date of this

33
<PAGE> 35

Prospectus. These options expire ten years from the date of grant and are
exercisable at the initial public offering price. Each employment agreement is
for an initial term of five years with an automatic renewal for successive one
year terms unless prior notice of termination is provided. The Company may
terminate an employment agreement (i) for cause, (ii) without cause upon 30 days
prior notice, or (iii) upon death or disability of the employee. The employee
may terminate the employment agreement within 120 days after a constructive
termination (as defined therein). If the employee is terminated by the Company
without cause or the employee terminates the employment agreement within 120
days following a constructive termination, the Company is required to pay such
employee a lump sum severance equal to two times the applicable annual base
salary. Each employment agreement contains a provision that if the employee is
terminated within a twelve-month period following a change in control of the
Company (as defined therein), the Company will pay such employee three times the
sum of (i) the employee's annual base compensation and (ii) the maximum possible
cash bonus for such year. In addition, upon a change in control, the Company
will pay the employee any accrued salary, benefits or reimbursements and the
employee's options will fully vest and become immediately exercisable for the
longer of (i) 90 days from the change in control or (ii) the time period
specified in the stock plan. Each agreement prohibits the employee from
competing with the Company for a period of two years following termination of
employment.

The Company has entered into a letter agreement with Mr. Chilton providing
for an annual base salary of $135,000, and a cash bonus of up to 30% of his
annualized base salary. Additionally, the Company has granted Mr. Chilton an
option for the purchase of 50,000 shares of Common Stock, with a vesting
schedule consistent with the vesting schedule for Messrs. Westover, Hethcox and
Hayase discussed above.

All options for the purchase of Common Stock granted to management
personnel discussed herein have an exercise price equal to the price of the
Common Stock to the public in the Offering.

STOCK PLANS

OrthAlliance has adopted the 1997 Employee Stock Plan and the 1997
Non-Employee Director Stock Plan (together, the "Stock Plans"). The Company
intends to register the shares of Common Stock issuable upon exercise of options
granted under the Stock Plans and, upon registration, such shares will be
eligible for resale in the public market, subject to applicable rules and
regulations of the Securities Act.

1997 Employee Stock Plan. The Board of Directors has adopted and the
stockholder has approved the Company's 1997 Employee Stock Plan (the "Employee
Plan"). Awards under the Employee Plan are to be determined by the Compensation
Committee and granted to officers and employees of the Company in the form of
non-qualified or incentive stock options. The Employee Plan may be terminated by
the Board of Directors at any time.

A total of 1,000,000 shares of Common Stock are reserved for issuance
pursuant to the Employee Plan, subject to certain anti-dilution provisions.
Options for the purchase of 600,000 shares of Common Stock have been granted to
certain officers of the Company at an exercise price equal to the price to the
public in the Offering, which options vest 20% upon the closing of the Offering
with the balance vesting 20% per year on the first through fourth anniversary
dates of the date of this Prospectus. All options expire ten years from the date
of grant. See "Management -- Employment Agreements."

1997 Non-Employee Director Stock Plan. The Board of Directors has adopted
and the stockholder has approved the 1997 Non-Employee Director Stock Option
Plan (the "Non-Employee Director Plan"). Awards under this plan are to be
granted to non-employee directors ("Outside Directors") of the Company. The plan
is intended to allow Outside Directors receiving grants to be Non-Employee
Directors, as defined in Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), with respect to the Company's Stock Plans and,
accordingly, is intended to be self-governing with respect to the Outside
Directors.

A total of 200,000 shares of Common Stock are reserved for issuance to the
Outside Directors pursuant to the Non-Employee Director Plan. Each person who is
elected or appointed as an Outside Director will be granted a nondiscretionary
option to purchase 5,000 shares of Common Stock at the time of his or her
election or

34
<PAGE> 36

appointment. Commencing in 1998, each person who continues to serve as an
Outside Director following the annual meeting each year will receive a
nondiscretionary option to purchase 5,000 shares of Common Stock. Options issued
to Outside Directors pursuant to this plan will be non-qualified stock options,
and will expire ten years from the date of grant. The exercise price of such
options shall be equal to the average closing bid price for the five trading
days before the Company's annual meeting of stockholders for the annual grants
and for the five trading days before election or appointment for the initial
grants. Options issued to Outside Directors become exercisable on the first
anniversary of the date of grant.

Administration of the Stock Plans. The Employee Plan is administered by
the Compensation Committee of the Board of Directors. The Non-Employee Director
Plan is intended to be self-governing. With respect to the Employee Plan, the
Compensation Committee determines the persons to whom, and the times at which,
awards are granted, the types of awards granted, certain amendments to the plan
(as permitted) and all other related terms and conditions of the awards, subject
to the terms, conditions and limitations set forth therein. Under the Employee
Plan, the Compensation Committee must consist of at least two directors, and
with respect to grants of options or awards to any persons subject to Section 16
of the Exchange Act, the Compensation Committee must consist of at least two
directors who are Non-Employee Directors under Rule 16b-3.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Certificate provides that no director of the Company shall be
liable for breach of fiduciary duty as a director except for (i) any breach of
the director's duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; (iii) for willful or negligent violations of certain
provisions of the DGCL imposing certain requirements with respect to stock
repurchases, redemptions and dividends; or (iv) any transaction from which the
director derived an improper personal benefit.

Under Section 145 of the Delaware General Corporation Law (the "DGCL"), a
corporation may indemnify any of its directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with a threatened,
pending or completed action, suit or proceeding brought against such officer or
director by reason of the fact that he or she is or was a director or officer
(i) if any such person acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation and (ii) in
connection with any criminal action or proceeding if such person had no
reasonable cause to believe such conduct was unlawful. In actions brought by or
in the right of the corporation, however, Section 145 provides that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of such person's duty to the corporation unless, and only to
the extent that, the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in review of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

Pursuant to the Company's Certificate and Bylaws, the Company is obligated
to indemnify each of its directors and officers to the fullest extent permitted
by the DGCL. In addition, the Bylaws obligate the Company to purchase and
maintain insurance on behalf of any director or officer of the Company against
any liability asserted against and incurred by such director or officer, whether
or not the Company would have the power to indemnify such officer or director
against such liability under the provisions of the DGCL.

COMPENSATION COMMITTEE INTERLOCKS

The Company had no Compensation Committee prior to May 1997. Prior thereto,
the Board of Directors of the Company, and of USOC and Premier, respectively,
determined executive compensation. No executive officer of the Company serves as
a member of a compensation committee or as a director of any entity of which any
of the Company's directors serve as an executive officer.

35
<PAGE> 37

CERTAIN TRANSACTIONS

USOC and Premier will complete the Merger prior to the consummation of the
Transfers of the Founding Practices. The Company was created as a shell
corporation to be activated in connection with the Offering. Prior to the
Merger, the sole stockholder of the Company held a minority interest in Premier,
there were two common investors between USOC and Premier, and there were no
common owners between USOC and the Company. The stockholders of USOC and Premier
are considered promoters; therefore, the Merger will be treated as part of the
SAB 48 transaction with the Founding Practices that will result in carryover
basis of assets and liabilities of USOC and Premier. In the Merger, the
outstanding capital stock of USOC and Premier will be automatically converted
into an aggregate of 1,750,000 shares of Common Stock and 250,000 shares of
Class B Common Stock. The stockholders of USOC and Premier shall receive 70% and
30%, respectively, of the Common Stock and Class B Common Stock issued as
consideration in the Merger.

The following reflects the distribution of the 70% of the Common Stock and
Class B Common Stock received from OrthAlliance by the stockholders of USOC in
connection with the Merger:

<TABLE>
<CAPTION>
CLASS B
NAME COMMON STOCK COMMON STOCK
- ---- ------------ ------------
<S> <C> <C>
Robert N. Pickron....................................... 567,088 81,012
Jonathan E. Wilfong..................................... 111,512 15,930
Marc Cooper............................................. 54,517 7,788
Peter Mills............................................. 50,800 7,257
Paul L. Ouellette....................................... 49,561 7,080
Robert D. Garces........................................ 47,083 6,726
William K. Farrar, Jr. ................................. 44,605 6,372
Hilbert Dreesen......................................... 39,649 5,664
The trustees of Marc Cooper Family Irrevocable GST
Trust................................................. 27,258 3,894
Whitetail Investments, LLC.............................. 26,763 3,823
Irrevocable Trust for the Benefit of Jessica Elizabeth
Pickron, T/U/A/ dated July 1, 1997.................... 24,778 3,540
Irrevocable Trust for the Benefit of John Norton
Pickron, T/U/A/ dated July 1, 1997.................... 24,778 3,540
Irrevocable Trust for the Benefit of Matthew Inaba
Pickron, T/U/A/ dated July 1, 1997.................... 24,778 3,540
Randall A. Schmidt...................................... 18,833 2,690
R.O. Parsons and Patricia Parsons....................... 9,912 1,416
Ben B. Pence............................................ 9,912 1,416
Peoples Bank SB Cust FBO Gilbert Carter IRA............. 9,912 1,416
The Sands Family Trust.................................. 9,912 1,416
Douglas Drymon Durbin................................... 7,434 1,062
Michael D. Goodwin and Patricia Y. Goodwin.............. 6,145 878
Keith S. Crawford....................................... 4,956 708
K. Robert Crowe......................................... 4,956 708
Orthodontic Affiliates, P.C. Profit Sharing Plan........ 4,956 708
Thomas Pickron.......................................... 4,956 708
Douglas E. Smith........................................ 4,956 708
The Surber Family Trust................................. 4,956 708
Gilbert V. Carter....................................... 4,262 609
James M. Callender and Pamela R. Callender.............. 2,478 354
Daniel J. Enger, Jr. ................................... 2,478 354
Terry Kreitzberg........................................ 2,478 354
MC Investments, LLC..................................... 2,478 354
Ronald G. Philipp....................................... 2,478 354
Daniel B. Snead, D.M.D., P.A. Profit Sharing Plan and
Trust................................................. 2,478 354
Mark D. Thebaut......................................... 2,478 354
Stephen C. Trawick...................................... 2,478 354
Paul Yurfest............................................ 2,478 354
Michael J. DeVito....................................... 1,488 211
</TABLE>

36
<PAGE> 38

<TABLE>
<CAPTION>
CLASS B
NAME COMMON STOCK COMMON STOCK
- ---- ------------ ------------
<S> <C> <C>
Don E. Lahrman.......................................... 991 142
Michael J. DeVito, Smith Barney
Prototype PS Plan FBO Michael J. DeVito TTEE.......... 991 142
--------- -------
TOTAL......................................... 1,225,000 175,000
</TABLE>

The following reflects the distribution of the 30% of the Common Stock and
Class B Common Stock received from OrthAlliance by the stockholders of Premier
in connection with the Merger:

<TABLE>
<CAPTION>
CLASS B
NAME COMMON STOCK COMMON STOCK
- ---- ------------ ------------
<S> <C> <C>
Premier Orthodontic Ventures, LLC ("POV LLC")............. 378,000 54,000
Sam Westover.............................................. 63,000 9,000
Randall K. Bennett........................................ 42,000 6,000
J. Dalton Gerlach......................................... 42,000 6,000
------- ------
TOTAL........................................... 525,000 75,000
</TABLE>

The following reflects the distribution to the members of POV LLC of the
Common Stock and Class B Common Stock received in the Merger by POV LLC:

<TABLE>
<CAPTION>
CLASS B
CLASS A MEMBERS COMMON STOCK(1) COMMON STOCK
- --------------- --------------- ------------
<S> <C> <C>
Sam Westover............................................ 75,070 24,000
Randall K. Bennett...................................... 56,302 18,000
J. Dalton Gerlach....................................... 18,768 6,000
Paul H. Hayase.......................................... 18,768 6,000
------- ------
TOTAL......................................... 168,908 54,000
------- ------

CLASS B MEMBERS
- --------------------------------------------------------
Victor S. Sands......................................... 36,364 --
Deon Benson............................................. 9,091 --
Oles B. Drobocky........................................ 36,364 --
Lawrence Hutta.......................................... 18,182 --
Thomas Pickron.......................................... 27,273 --
J. Dalton Gerlach....................................... 54,545 --
Len Kessler............................................. 18,182 --
Raymond McLendon........................................ 9,091 --
------- ------
TOTAL......................................... 209,092 --
</TABLE>

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

(1) Assumes an initial public offering price of $11.00 per share and assumes
redemption of all Class A and Class B members' interests immediately
following the closing of the Offering. The exact number of shares of Common
Stock to be distributed to the Class B members will be determined by
multiplying the capital contribution of each Class B member by two and
dividing the product thereof by the market price per share of the Common
Stock, except with respect to Mr. Gerlach, a Class A and Class B member and
an employee of the Company, who, with respect to his Class B membership
interest, will receive such number of shares of Common Stock equal to three
times his capital contribution. All shares of Common Stock held by POV LLC
after redemption of the Class B members' interests will be distributed pro
rata to the Class A members in accordance with their membership interests.
As determined by POV LLC, Class B Common Stock received by POV LLC in the
Merger shall be distributed to the Class A members in the same proportion as
the Common Stock.

In connection with the redemption of all membership interests by POV LLC,
each Class B member of POV LLC, excluding Mr. Gerlach, will also receive a cash
payment equal to the amount of such Class B member's capital contribution plus a
dividend of six percent per annum from the date of such capital contribution.

In January 1997, POV LLC loaned approximately $1.01 million to Premier, and
in connection with the Merger, the promissory note evidencing this debt
obligation (the "Premier Note") will become the obligation of

37
<PAGE> 39

OrthAlliance. POV LLC will receive, out of proceeds of the Offering, an
aggregate of approximately $1.06 million, which includes repayment of the
principal amount of the Premier Note and accrued interest of approximately
$50,000. In addition, Premier succeeded to the obligations of POV LLC with
regards to certain letter agreements entered into with each of Messrs. Westover,
Hayase and Gerlach which provide that OrthAlliance, as the successor to Premier,
must pay such persons consulting fees of approximately $260,400, $156,280 and
$165,000, respectively, upon the closing of the Offering. See "Use of Proceeds."

Simultaneously with and as a condition to the closing of the Offering,
OrthAlliance will close the Transfers pursuant to which it will acquire certain
operating assets of, or the stock of an entity holding certain assets of, 57
separate Founding Practices in exchange for cash and shares of Common Stock and
enter into Management Agreements with the Founding Practices. Each of the
Founding Practices transactions was individually negotiated between the Company
and such Founding Practice with respect to all material terms, including without
limitation, valuation. One of the Company's directors and the Company's
President and Chief Executive Officer negotiated such agreements on the
Company's behalf. The aggregate consideration to be paid by OrthAlliance to the
Founding Practices is approximately $86.0 million, consisting of 6,552,759
shares of Common Stock (assuming an initial public offering price of $11.00 per
share and approximately $13.9 million in cash, all of which is payable upon
closing of the Transfers. The aggregate consideration to be paid for the
Founding Practices will not change; however, the actual number of shares of
Common Stock issued to the Founding Practices will increase or decrease
depending upon the public offering price of the Common Stock in the Offering.
The exact number of shares will be determined by dividing $72.1 million by the
price to the public in the Offering. The cash portion of the consideration will
be paid from proceeds received by the Company in the Offering. Drs. Bennett,
Durbin and Schmidt, all of whom are or will be directors of the Company, and Dr.
Pickron, a beneficial owner of more than 5% of the Common Stock following
completion of the Transfers, will receive 211,948, 78,293, 185,564 and 363,091
shares of Common Stock, respectively, and $582,857, $215,307, $107,432 and
$998,501 in cash, respectively, as a result of the Transfers. The consideration
that the Company has agreed to pay each of the Founding Practices of Drs.
Pickron, Durbin, Schmidt and Bennett was calculated in the same manner as the
consideration for each of the other Founding Practices.

The following table provides certain information concerning the
stockholders of the Founding Practices:

38
<PAGE> 40

<TABLE>
<CAPTION>
CONSIDERATION TO BE RECEIVED:
DEBT AND --------------------------------------
ASSETS TO BE LIABILITIES CASH VALUE OF NUMBER OF
FOUNDING PRACTICE: CONTRIBUTED(1) ASSUMED(1) DISTRIBUTION SHARES SHARES(2)
- ------------------ -------------- ----------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Winston C. Morris, D.M.D. ........ 80,124 40,501 177,912 711,650 64,695
R. O. Parsons, D.M.D., M.S.D. .... 29,880 0 633,223 2,532,891 230,263
Ben B. Pence, D.M.D. ............. 3,702 4,590 292,378 1,169,513 106,319
Ronald G. Philipp, D.M.D. ........ 19,688 4,390 77,306 695,751 63,250
R. N. Pickron, D.D.S. ............ 373,307 504,311 998,501 3,994,004 363,091
Greg A. Shoup, D.D.S. ............ 108,380 146,413 289,887 1,159,549 105,414
Richard L. Rothstein, D.M.D. ..... 18,830 90,863 240,764 963,057 87,551
Thomas G. Rykovich, D.D.S. ....... 13,478 91,800 76,832 691,491 62,863
Victor S. Sands, D.D.S. .......... 0 0 595,128 2,380,512 216,410
Randall A. Schmidt, D.D.S. ....... 102,147 10,828 107,432 2,041,206 185,564
Thomas W. Surber, D.D.S. ......... 102,967 10,914 216,590 1,949,306 177,210
Gregory P. Scott, D.D.S. ......... 34,810 0 144,527 818,984 74,453
Arthur B. Silver, D.D.S. ......... 15,187 0 176,615 706,460 64,224
Gerald N. Smernoff, D.D.S. ....... 0 0 268,228 1,072,913 97,538
Douglas E. Smith, D.D.S. ......... 8,298 0 466,662 1,866,649 169,695
D. B. Snead, D.M.D. .............. 24,700 12,485 142,624 570,495 51,863
Gilbert H. Snow, D.D.S. .......... 111,011 0 624,200 2,496,799 226,982
Mark D. Thebaut, D.D.S. .......... 53,215 113,139 173,464 739,504 67,228
Stephen C. Trawick, D.D.S. ....... 29,741 15,034 0 1,178,687 107,153
Baron V. Whateley, D.D.S.,
M.S. ........................... 17,851 9,023 118,257 473,027 43,002
Mark A. Yaffey, D.D.S. ........... 53,107 28,140 193,084 772,336 70,212
Paul Yurfest, D.D.S. ............. 26,872 3,664 243,909 975,638 88,694
Randall K. Bennett, D.D.S. ....... 46,562 7,054 582,857 2,331,429 211,948
Kenneth Brehnan, D.D.S. .......... 17,766 8,980 335,548 1,342,192 122,017
John W. Bryant, D.D.S. ........... 4,632 5,000 142,053 568,215 51,656
Raymond Fortson, D.D.S. .......... 64,133 32,418 0 1,535,638 139,603
Joseph W. Gray, D.D.S., M.S. ..... 90,121 186,833 359,061 1,436,245 130,568
Gregg G. Hipple, D.D.S., M.S. .... 96,796 0 0 2,301,200 209,200
Robert E. Hirschfield, D.D.S. .... 12,963 320 418,714 1,674,855 152,260
Joseph C. Jackson, Jr., D.D.S. ... 13,328 152,295 213,603 854,411 77,674
Malko Karkenny, D.D.S. ........... 0 42,771 311,844 1,247,375 113,398
Joel Martinez, D.D.S. ............ 371,197 187,634 326,347 1,305,389 118,672
B. C. McConnell, Jr., D.D.S. ..... 40,296 46,857 287,017 1,148,068 104,370
Raymond A. McLendon, D.D.S. ...... 33,391 119,892 0 484,098 44,009
Brian J. Nettleman, D.D.S. ....... 24,112 62,988 273,363 1,093,452 99,405
Robert C. Penny, D.D.S., M.S. .... 59,463 11,801 235,751 943,006 85,728
A. Paul Serrano, D.D.S. .......... 127,022 64,208 463,954 1,855,817 168,711
Lesley O. Starnes, D.D.S.,
M.S. ........................... 14,086 7,120 213,605 854,422 77,675
Keith J. Stewart, D.D.S. ......... 6,662 30,000 0 1,178,627 107,148
Cary A. Williams, D.M.D. ......... 1,212 13,995 280,809 1,123,237 102,112
---------- ---------- ----------- ----------- ---------
TOTAL................... $2,905,253 $2,753,090 $13,889,257 $72,080,350 6,552,759
========== ========== =========== =========== =========
</TABLE>

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

(1) Assets to be contributed reflect the historical book value of the assets of
each practice, including their patient receivable balance, as of December
31, 1996. Patient prepayments are included in debt and liabilities assumed.
See "Business -- Agreements with Allied Practices and Allied
Orthodontists -- Acquisition Agreements."

(2) Assumes an initial offering price of $11.00, the mid-point of the estimated
initial public offering price range.

USOC entered into a consulting agreement with Newfound Capital Associates
("Newfound") and Newfound's President, Mr. Wilfong. OrthAlliance succeeds to the
rights and obligations of USOC under the

39
<PAGE> 41

consulting agreement through the Merger. In addition, Mr. Wilfong entered into a
separate consulting agreement with OrthAlliance. Mr. Wilfong agreed to provide
financial and general business services to the Company, and the Company has
agreed to pay Mr. Wilfong consulting fees of $300,000 for such services, of
which $250,000 is payable upon completion of the Offering and will be paid from
the proceeds received in the Offering. See "Use of Proceeds." The payment of
this consulting fee is directly related to the services performed by Mr. Wilfong
in connection with the Offering. Pursuant to these consulting agreements and in
addition to the consulting fee, the Company granted Mr. Wilfong a warrant to
purchase 150,000 shares of Common Stock with an exercise price per share equal
to the initial public offering price. OrthAlliance will record compensation
expense related to this warrant. A warrant granted to Mr. Wilfong by USOC to
purchase 168,750 shares of USOC's common stock will be converted in the Merger
to a warrant to purchase an equal number of shares of Common Stock at an
exercise price equal to the initial public offering price net of the
underwriting discount. Both of these warrants are exercisable for a five-year
term commencing on the date of this Prospectus. Mr. Wilfong will continue to
provide consulting services to the Company until the earlier of (i) the
termination of the consulting agreements on September 30, 1997 or (ii) the
occurrence of other specified events set forth in the agreements. Pursuant to
the terms of the stock purchase warrants, Mr. Wilfong has certain incidental
registration rights for the registration of the shares of Common Stock
underlying the warrants. See "Description of Capital Stock -- Registration
Rights."

USOC entered into a consulting agreement with Premier Management, Inc.
("PMI") and PMI's President, Robert D. Garces. The Company succeeds to the
rights and obligations of USOC under the consulting agreement through the
Merger. Under his consulting agreement, Mr. Garces has agreed to provide
financial and general business services to the Company, and the Company has
agreed to pay Mr. Garces a consulting fee of $100,000 for such services, payable
upon the closing of the Offering and will be paid from the proceeds received in
the Offering. See "Use of Proceeds." The payment of this consulting fee is
directly related to services performed by Mr. Garces in connection with the
Offering. In addition to the consulting fee, USOC granted to Mr. Garces a
warrant to purchase 56,250 shares of Common Stock. OrthAlliance will record
compensation expense related to this warrant. In the Merger, such warrant shall
be converted into a warrant of the Company to purchase an equal number of shares
of Common Stock with an exercise price equal to the initial public offering
price net of the underwriting discount, exercisable for a five-year term
commencing on the date of this Prospectus. Mr. Garces will continue to provide
services until the earlier of the termination of the consulting agreement on
September 30, 1997 or the occurrence of other specified events. Pursuant to the
terms of the stock purchase warrant, Mr. Garces has certain incidental
registration rights for the registration of the shares of Common Stock
underlying the warrants. See "Description of Capital Stock -- Registration
Rights."

USOC entered into an employment agreement with Mr. Hethcox providing for
the payment of $18,000 per month and the issuance of options to purchase 50,000
shares of USOC's common stock. Pursuant to this agreement, Mr. Hethcox received
total payments of approximately $108,000. The option for 50,000 shares of USOC
common stock has been cancelled. The USOC employment agreement terminates on the
date of the Merger and at such time Mr. Hethcox's employment agreement with
OrthAlliance will be effective. In connection with his employment, OrthAlliance
granted to Mr. Hethcox a warrant to purchase 50,000 shares of Common Stock, with
an exercise price of $0.01 a share, exercisable for a five-year term commencing
on the date of this Prospectus. OrthAlliance will record compensation expense
related to this warrant. See Note 4 to Notes to Financial Statements of
OrthAlliance.

Certain of the Allied Orthodontists will receive warrants to purchase an
aggregate of 90,000 shares of Common Stock with an exercise price per share
equal to the initial public offering price, exercisable for a five-year term
commencing on the date of this Prospectus for referring other Allied
Orthodontists to the Company. The Company will record compensation expense
related to these warrants in the second quarter of 1997. Warrants for the
purchase of shares of Common Stock will be granted to the following Allied
Orthodontists: 31,600 to Dr. Schmidt, 13,090 to Dr. Parsons, 5,833 to Dr.
Griffin, 5,432 to Dr. Smith, 5,088 to Dr. Sands, 4,717 to Dr. Shoup, 3,312 to
Dr. Garner, 3,306 to Dr. DeVito, 3,263 to Dr. Trawick, 3,052 to Dr. Scott, 3,005
to Dr. Crawford, 2,508 to Dr. Lahrman, 1,747 to Dr. Snead, 1,332 to Dr. Lee,
1,021 to Dr. Goodwin and 1,694 to Dr. Yaffey.

40
<PAGE> 42

At the determination of the Company's executive officers, certain Allied
Orthodontists may be paid fees for: (i) preparing educational and seminar
materials for the Company, (ii) consulting with other Allied Orthodontists on
matters requested by management, (iii) identifying and performing due diligence
on additional orthodontic practices which may affiliate with the Company, and
(iv) other matters requested from time to time by management in the normal
course of operating the Company's business. It is not presently known by
management which Allied Orthodontists will be requested to perform such services
in the future and, therefore, management does not know the amount of fees or the
Allied Orthodontists to whom such fees may be paid.

Dr. Pickron received cash compensation from USOC in 1996 totalling $150,000
for serving as its Chief Executive Officer.

41
<PAGE> 43

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of the date of this
Prospectus regarding the beneficial ownership of the Common Stock and Class B
Common Stock (assuming completion of the Merger and the Transfers), and as
adjusted to reflect the consummation of this Offering, by (i) each person who is
known by the Company to be the beneficial owner of more than five percent (5%)
of the outstanding shares of the Common Stock or Class B Common Stock, (ii) each
director and named executive officer of the Company and (iii) all directors and
executive officers of the Company as a group.

<TABLE>
<CAPTION>
SHARES OF PERCENT OF
SHARES OF PERCENT OF COMMON STOCK CLASS B CLASS B
COMMON STOCK BENEFICIALLY OWNED COMMON STOCK COMMON STOCK
BENEFICIALLY ------------------------------------- BENEFICIALLY BENEFICIALLY
NAME OWNED(1) PRIOR TO OFFERING(2) AFTER OFFERING OWNED OWNED
- ---- ------------ -------------------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Dr. Robert N.
Pickron(2).............. 1,004,513 12.1% 9.2% 91,632 36.7%
Jonathan E. Wilfong(3).... 430,262 5.0 3.8 15,930 6.4
Dr. Randall K.
Bennett(4).............. 310,250 3.7 2.8 24,000 9.6
Sam Westover(5)........... 198,070 2.3 1.8 33,000 13.2
Dr. Randall A.
Schmidt(6).............. 238,525 2.9 2.2 3,051 1.2
Dr. Douglas D.
Durbin(7)............... 85,727 1.0 * 1,062 *
Robert S. Chilton(8)...... 10,000 * -- -- --
U. Bertram Ellis, Jr...... -- -- -- -- --
Paul H. Hayase(9)......... 33,768 * * 6,000 2.4
P. Craig Hethcox(10)...... 70,000 * * -- --
Craig L. McKnight......... -- -- -- -- --
W. Dennis Summers......... -- -- -- -- --
All directors and
executive officers as a
group (11
persons)(11)............ 1,376,602 15.7 12.1 83,043 33.2
</TABLE>

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

* Less than one percent of the outstanding class of common stock.

(1) Unless otherwise indicated, each of the stockholders listed has sole voting
and investment power with respect to the shares of Common Stock or Class B
Common Stock beneficially owned by such stockholder. Shares of Common Stock
subject to options or warrants exercisable within 60 days are deemed
outstanding for computing the percentage of ownership of the holder. The
address of all persons listed, except Mr. Wilfong and Dr. Pickron, is 23848
Hawthorne Boulevard, Suite 200, Torrance, California 90505 unless otherwise
indicated.

(2) 363,091 shares of Common Stock received by Dr. Pickron in connection with
the Transfers assumes an initial public offering price of $11.00 per share.
The business address of Dr. Pickron is 3294 Medlock Bridge Road, Building
A, Norcross, Georgia 30092. Includes an aggregate of 74,334 shares of
Common Stock and 10,620 shares of Class B Common Stock shares held in
separate trusts by a third party trustee for the benefit of each of Dr.
Pickron's children and a niece. Dr. Pickron disclaims beneficial ownership
of the 74,334 shares of Common Stock and 10,620 shares of Class B Common
Stock held in such trusts.

(3) The business address of Mr. Wilfong is 536 Manor Ridge Drive, N.W.,
Atlanta, Georgia 30305. Includes 318,750 shares of Common Stock subject to
the exercise of warrants.

(4) 268,250 shares of the Common Stock reflected assumes an initial public
offering price of $11.00 per share, with respect to Dr. Bennett's Class A
membership interest in POV LLC that is anticipated to be redeemed
immediately following the closing of the Offering and the Common Stock
received by Dr. Bennett in connection with the Transfers.

(5) 75,070 shares of the Common Stock reflected assumes an initial public
offering price of $11.00 per share, as a result of Mr. Westover's Class A
membership interest in POV LLC which is anticipated to be redeemed
immediately following the closing of the Offering. Also includes options
for the purchase of 60,000 shares of Common Stock pursuant to the Employee
Plan.

(6) 185,564 shares of Common Stock received by Dr. Schmidt in connection with
the Transfers assumes an initial public offering price of $11.00 per share.
Includes 2,528 shares of Common Stock and 361 shares of Class B Common
Stock held by a profit sharing plan for Dr. Schmidt's benefit. Includes
warrants for the purchase of 31,600 shares of Common Stock.

(7) 78,293 shares of Common Stock received by Dr. Durbin in connection with the
Transfers assumes an initial public offering price of $11.00 per share.

(8) Includes 10,000 options pursuant to the Employee Plan.

(9) 18,768 shares of Common Stock reflected assumes an initial public offering
price of $11.00 per share with respect to Mr. Hayase's Class A membership
interest in POV LLC that is anticipated to be redeemed immediately
following the closing of the Offering. Includes options for the purchase of
15,000 shares of Common Stock pursuant to the Employee Plan.

(10) Includes 70,000 shares of Common Stock subject to the exercise of a warrant
and options pursuant to the Employee Plan.

(11) Includes options and warrants for the purchase of 473,750 shares of the
Company's Common Stock and, as applicable, assumes an initial public
offering price of $11.00. See separate footnotes set forth above.

42
<PAGE> 44

DESCRIPTION OF CAPITAL STOCK

The following summary is based upon OrthAlliance's Certificate and Bylaws,
which are included as exhibits to the Registration Statement of which this
Prospectus forms a part. The following discussion is qualified in its entirety
by reference to such exhibits.

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

Pursuant to the Certificate, the Company has authority to issue 90,250,000
shares of capital stock, consisting of 70,000,000 shares of Common Stock, par
value $.001 per share, 250,000 shares of Class B Common Stock, par value $.001
per share, and the Board of Directors of the Company has authority (without
action by the stockholders) to issue 20,000,000 shares of preferred stock, par
value $.001 per share, in one or more classes or series and to determine the
voting rights, preferences as to dividends and in liquidation, and conversion
and other rights of each such series (the "Preferred Stock"). As of the
completion of the Merger and the Transfers, there will be 8,302,759 shares of
Common Stock and 250,000 shares of Class B Common Stock issued and outstanding.
The Company has no current plans to issue any shares of Preferred Stock.

The rights of the holders of Common Stock and Class B Common Stock
discussed below are subject to such rights as the Board of Directors may
hereafter confer on the holders of Preferred Stock; accordingly, rights
conferred on holders of Preferred Stock that may be issued in the future under
the Certificate may have a material adverse effect on the rights of holders of
Common Stock and Class B Common Stock.

COMMON STOCK AND CLASS B COMMON STOCK

The Common Stock and the Class B Common Stock and the rights, powers and
limitations thereof are identical, except as described below.

Voting Rights. Each holder of shares of Common Stock and Class B Common
Stock shall be entitled to attend all special and annual meetings of the
stockholders of the Company and, share-for-share and without regard to class,
together with the holders of all other classes of stock entitled to attend such
meetings, to cast one vote for each outstanding share of Common Stock or Class B
Common Stock so held upon any matter properly considered and acted upon by the
stockholders, voting together as a single class, except as otherwise required by
law.

Liquidation Rights. In the event of any dissolution, liquidation, or
winding up of the Company, whether voluntary or involuntary, the holders of the
Common Stock and holders of any class or series of stock entitled to participate
therewith as to the distribution of assets (including the Class B Common Stock),
shall be entitled to participate in the distribution of any assets of the
Company remaining after the Company shall have paid, or provided for payment of,
all debts and liabilities of the Company and after the Company shall have paid,
or set aside for payment, to the holders of any class of stock having preference
over the Common Stock and the Class B Common Stock in the event of dissolution,
liquidation or winding up, the full preferential amounts, if any, to which they
are entitled.

Dividends. Dividends may be paid on the Common Stock and the Class B
Common Stock and on any class or series of stock entitled to participate
therewith as to dividends, but only when and as declared by the Board of
Directors. Holders of Common Stock and Class B Common Stock will participate as
one class with respect to any dividends declared and paid on the Common Stock.

Other Rights. The Certificate does not give holders of Common Stock
preemptive or other subscription or conversion rights. Shares of Class B Common
Stock are subject to the conversion provisions described below. The shares of
Class B Common Stock are not transferable, except to a holder's spouse, parents,
siblings, lineal descendants, a trust for the benefit of any such persons or as
determined by will or the laws of descent.

Conversion Rights of Class B Common Stock. At any time following 180 days
after the date of this Prospectus, each share of Class B Common Stock shall
automatically convert into Common Stock (i) at the ratio of eight shares of
Common Stock for each share of Class B Common Stock upon the attainment of the
Conversion Prices or (ii) if not converted pursuant to subparagraph (i), on a
one-for-one basis upon the sixth

43
<PAGE> 45

anniversary of the date of this Prospectus. The shares of Class B Common Stock
convertible pursuant to subparagraph (i) above will convert in five increments
of up to 50,000 shares of Class B Common Stock (20% of the total number of
shares of Class B Common Stock issued) upon the attainment of each of the five
specified Conversion Prices. Upon each such conversion, each holder of Class B
Common Stock will be deemed to have converted a pro rata share of such Class B
Common Stock then outstanding. The Conversion Prices shall be established at
premiums to the initial public offering price, and will be deemed to have been
achieved at the end of the trading day on which the average closing price of the
Common Stock for the preceding 20 consecutive trading days exceeds such
Conversion Price. The closing prices will be those reported on the Nasdaq
National Market, or such other reported over-the-counter market or an exchange,
as applicable. The initial Conversion Price is equal to 150% of the price to
public in the Offering, and each of the subsequent Conversion Prices is equal to
120% of the preceding Conversion Price. Therefore, assuming the price to public
in the Offering is the mid-point of the estimated initial public offering price
range ($11.00), the five Conversion Prices at which up to 50,000 shares of the
outstanding Class B Common Stock shall be automatically converted to Common
Stock are $16.50, $19.80, $23.76, $28.51 and $34.21, respectively. If any
Conversion Prices are attained within 180 days after the date of this
Prospectus, the portion of shares of Class B Common Stock that would have
otherwise converted, shall automatically convert into Common Stock on the 181st
day after the date of this Prospectus. Upon each conversion, all fractional
shares shall be paid in cash based upon the 20 consecutive trading day average
closing price. In the event that there are any shares of Class B Common Stock
outstanding on the sixth anniversary of the date of this Prospectus, all such
shares shall automatically convert into an equal number of shares of Common
Stock. The holders of the Class B Common Stock may convert each share of Class B
Common Stock into one share of Common Stock at any time after 180 days from the
date of this Prospectus but prior to the sixth anniversary date of this
Prospectus.

PREFERRED STOCK

The Certificate authorizes the Board of Directors, from time to time and
without any stockholder action or approval, to provide for the issuance of up to
20,000,000 shares of Preferred Stock, in one or more series, and to fix the
relative rights and preferences of the shares, including voting powers, dividend
rights, liquidation preferences, redemption rights and conversion privileges. As
of the date hereof, the Board of Directors has not provided for the issuance of
any series of such Preferred Stock, and there are no agreements or
understandings for the issuance of any such Preferred Stock. Because of its
broad discretion with respect to the creation and issuance of Preferred Stock
without stockholder approval, the Board of Directors could adversely affect the
voting power of the holders of Common Stock and Class B Common Stock and, by
issuing shares of Preferred Stock with certain voting, conversion and/or
redemption rights, could discourage any attempt to obtain control of the
Company.

WARRANTS

Warrants for the purchase of 598,646 shares of Common Stock have been
issued and are outstanding or will be issued pursuant to the Merger. The
exercise price per share pursuant to each of the warrants is equal to (i) the
initial public offering price, (ii) the initial public offering price net of
underwriting discount, (iii) the higher of the initial public offer price or the
closing bid price on the first trading day, or (iv) $0.01 per share. For a more
detailed discussion of such warrants, see "Certain Transactions" and
"Underwriting."

REGISTRATION RIGHTS

The Founding Practices have contracted to receive shares of Common Stock
upon the closing of the Transfers pursuant to the terms and conditions of the
acquisition agreements between OrthAlliance and each Founding Practice. Such
agreements set forth certain incidental registration rights for the Founding
Practices, whereby the Company is obligated to use reasonable efforts to
register shares issued as consideration to a Founding Practice if the Company
initiates a public offering and files a registration statement in connection
therewith anytime within 24 months of the closing of the acquisition of the
operating assets or capital stock of the Founding Practice; provided, however,
that such registration rights are subject to any terms, conditions or
limitations required by any underwriter retained by the Company in connection
with such underwritten public

44
<PAGE> 46

offering, and such registration rights may not be exercised in connection with a
registration statement filed by the Company in connection with the registration
of shares issued pursuant to (i) an employee stock purchase or option plan or
(ii) any acquisition or proposed acquisition by the Company. Each Founding
Practice shall bear its proportionate share of underwriters' commissions and
discounts, and shall bear the costs and fees of attorneys and accountants it
retains.

The holders of shares of Common Stock issued upon the exercise of the
warrants issued to Mr. Wilfong, Mr. Garces and J. C. Bradford & Co. have
associated incidental registration rights pursuant to which the Company is
obligated to use reasonable efforts to register such shares if the Company
initiates a public offering and files a registration statement in connection
therewith after the date of this Prospectus, excluding the registration of
shares issued pursuant to (i) an employee stock purchase or option plan or (ii)
any acquisition or proposed acquisition by the Company. The fees and costs of
any registration of the Common Stock issued pursuant to the warrants will be
borne by the Company. In addition, the registration rights associated with the
warrant held by J.C. Bradford & Co. provides that J.C. Bradford & Co. will have
priority over the other holders of incidental registration rights so that not
less than fifty percent of the shares registered pursuant to the exercise of
incidental registration rights by holders of the Company's Common Stock shall be
shares registered by J.C. Bradford & Co., up to all of such shares held.

CERTAIN PROVISIONS OF THE CERTIFICATE, BYLAWS AND DELAWARE LAW

Classification of Board of Directors. The Certificate and the Bylaws of
the Company divide the Board of Directors into three classes, designated Class
I, Class II and Class III, respectively, each class to be as nearly equal in
number as possible. The terms of Class I, Class II and Class III directors will
expire at the 1998, 1999 and 2000 annual meetings of stockholders, respectively,
and in all cases directors elected will serve until their respective successors
are elected and qualified. At each annual meeting of stockholders, directors
will be elected to succeed those in the class whose terms then expire, with each
director so elected to serve for a term expiring at the third succeeding annual
meeting of stockholders after such director's election, and until the director's
successor is elected and qualified. Thus, directors elected stand for election
only once in three years.

Additional Directorships, Vacancies and Removal of Directors. The Bylaws
of the Company provide that the Board of Directors shall consist of up to nine
members. The Certificate and the Bylaws authorize the Board of Directors to
create additional directorships and abolish any vacant directorships.
Newly-created directorships and vacancies may be filled by a majority of
directors then in office to hold office until the next annual meeting of
stockholders, and until their successors shall be elected and qualified. In
addition, in accordance with the DGCL provisions pertaining to a company whose
Board of Directors is classified, the Company's Certificate and Bylaws provide
that directors may be removed only for cause by vote of the holders of a
majority of the shares entitled to vote at an election of directors.

Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The Bylaws require an advance notice procedure for the nomination,
other than by or at the direction of the Board of Directors or the Nominating
Committee thereof, of candidates for election as directors (the "Nomination
Procedure"), as well as for other stockholder proposals to be considered at
annual stockholders' meetings. Notice to the Company from a stockholder who
proposes to nominate a person at a meeting for election as a director generally
must be given not less than 120 nor more than 150 days prior to the anniversary
of the date notice of the annual meeting of stockholders was given in the
preceding year and must contain: (i) the name and record address of the
stockholder who intends to make the nomination; (ii) the name, age and residence
address of the nominee; (iii) the principal occupation or employment of the
nominee; (iv) the class, series and number of shares held of record,
beneficially and by proxy, by the stockholder and the nominee as of the record
date of such meeting (if such record date is publicly available) and as of the
date of such notice; and (v) such other information relating to the nominee
proposed by such stockholder as is required to be included if the Company is
then subject to Regulation 14A under the Securities Exchange Act of 1934,
including the written consent of each nominee to be named in the proxy statement
and to serve as a director of the Company if so elected. The presiding officer
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the Nomination Procedure. Similar advance notice must be
given of any other proposed business which a stockholder proposes to bring
before an annual meeting of stockholders. Such notice must contain (i) a brief
description of the business desired

45
<PAGE> 47

to be brought before the meeting and the reasons for conducting such business at
the meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class, series and number of shares of the Company's stock
which are held of record, beneficially and by proxy by the stockholder as of the
record date of such meeting (if such record date is publicly available) and as
of the date of such notice, (iv) a description of all arrangements or
understandings between the stockholder and any other person or persons (naming
such person or persons) in connection with the proposing of such business by the
stockholder, and (v) any material interest of the stockholder in such business.
The purpose of requiring advance notice is to afford the Board of Directors an
opportunity to consider the qualifications of the proposed nominees or the
merits of other stockholder proposals and, to the extent deemed necessary or
desirable by the Board of Directors, to inform stockholders about those matters.
Although the advance notice provisions do not give the Board of Directors any
power to approve or disapprove of stockholder nominations or proposals for
action by the Company, they may have the effect of precluding a contest for the
election of directors or the consideration of stockholder proposals if the
procedures established by the Bylaws are not followed and the effect of
discouraging or deterring a third party from conducting a solicitation of
proxies to elect its own slate of directors or to approve its own proposals,
without regard to whether consideration of such nominees or proposals might be
harmful or beneficial to the Company and its stockholders.

Statutory Business Combination Provision. Section 203 of the DGCL prevents
an "interested stockholder" (defined in Section 203, generally, as a person
owning 15% or more of a corporation's outstanding voting stock) from engaging in
a "business combination" (as defined in Section 203) with a publicly-held
Delaware corporation for three years following the date 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) upon consummation of the transaction that
resulted in the interested stockholder's becoming an interested stockholder, the
interested stockholder owns 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 right 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 is 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.

Anti-takeover Effects. The foregoing provisions of the Certificate and
Bylaws and DGCL could discourage potential acquisition proposals and could delay
or prevent a change in control of the Company. These provisions are intended to
enhance the continuity and stability of the Board of Directors and the policies
formulated by the Board of Directors and to discourage certain types of
transactions that may involve an actual or threatened change in control of the
Company. These provisions are also designed to reduce the vulnerability of the
Company to an unsolicited acquisition proposal and to discourage certain tactics
that may be used in proxy fights. However, such provisions may discourage third
parties from making tender offers for the Company's shares. As a result, the
market price of the Common Stock may not benefit from any premium that might
occur in anticipation of a potential or actual change in control. Such
provisions also may have the effect of preventing changes in the management of
the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is NorWest Shareowner
Services.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offering, there has not been any public market for securities
of the Company. No prediction can be made as to the effect, if any, that market
sales of shares of Common Stock or the availability of shares of Common Stock
for sale will have on the market price prevailing from time to time. Sales of
substantial amounts of Common Stock of the Company in the public market after
the restrictions described below lapse could adversely affect the prevailing
market price and the ability of the Company to raise equity capital in the
future.

46
<PAGE> 48

Upon completion of the Offering, the Company will have 10,902,759 shares of
Common Stock and 250,000 shares of Class B Common Stock outstanding. Of these
shares, the 2,600,000 shares of Common Stock (2,990,000 shares if the
Underwriters' over-allotment option is exercised in full) sold in the Offering
will be freely tradeable without restriction or limitation under the Securities
Act, except for shares purchased by "affiliates" of the Company as that term is
defined in Rule 144 under the Securities Act (which may generally be sold only
in compliance with Rule 144).

The Founding Practices have contracted to receive 6,552,759 shares of
Common Stock (assuming an initial public offering price of $11.00) upon the
closing of the Transfers in consideration for certain assets of the Founding
Practices and entering into Management Agreements. Such shares have incidental
registration rights pursuant to the purchase and sale agreements between the
Founding Practices and OrthAlliance, whereby the Company is obligated to use
reasonable efforts to register shares issued as consideration to a Founding
Practice if the Company undertakes a public offering and files a registration
statement in connection therewith any time within 24 months of the closing of
the acquisition of the operating assets of the Founding Practice; provided,
however, that such registration rights are subject to any terms, conditions and
limitations required by any underwriter retained by the Company in connection
with such underwritten public offering, and such registration rights may not be
exercised in connection with registration statements filed by the Company in
connection with the registration of shares issued pursuant to (i) employee stock
purchase or option plans or (ii) any acquisition or proposed acquisition by the
Company.

The shares of Common Stock received by the Founding Practices, the
remaining 1,750,000 issued and outstanding shares of Common Stock and the
250,000 issued and outstanding shares of Class B Common Stock are deemed
"restricted shares" under Rule 144 since they were originally issued and sold by
the Company in private transactions in reliance upon exemptions from the
registration provisions of the Securities Act. The holders of restricted shares
will not be eligible to sell such shares pursuant to Rule 144 until the
expiration of one year from the date such restricted shares were acquired.
Additional restrictions on transferability apply to shares of Class B Common
Stock. See "Description of Capital Stock -- Common Stock."

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including persons deemed to be affiliates, whose
restricted shares have been fully paid for and held for at least one year from
the date of issuance by the Company may sell such securities in brokers'
transactions or directly to market makers, provided the number of shares sold in
any three-month period does not exceed the greater of 1% of the then outstanding
shares of Common Stock (109,027 shares based on the number of shares to be
outstanding after the Offering) or the average weekly trading volume of the
Common Stock in the public market during the four calendar weeks preceding the
filing of the seller's Form 144. Sales under Rule 144 are also subject to the
availability of current public information concerning the Company. After two
years have elapsed from the date of issuance of restricted shares by the
Company, such shares generally may be sold without limitation by persons who
have not been affiliates of the Company for at least three months. Rule 144 also
provides that affiliates who are selling restricted shares for which they have
fully paid must nonetheless comply with the above restrictions applicable to
restricted shares, notwithstanding the holding period.

All of the Founding Practices and the Company's officers, directors and
five percent (5%) or greater stockholders have agreed to enter into lock-up
agreements (the "Lock-up Agreements") generally providing that for a period of
365 days after the date of this Prospectus, they will not, except for the
exercise of stock options pursuant to the Stock Plans, directly or indirectly,
offer, sell, loan, pledge or otherwise dispose of, or grant any options or other
rights with respect to, any shares of Common Stock or any securities that are
convertible into or exchangeable or exercisable for Common Stock owned by them
without the prior written consent of J.C. Bradford & Co. Similarly, the Company
has agreed generally that, for a period of 365 days after the date of this
Prospectus, it will not, directly or indirectly, issue, offer, sell, grant
options to purchase or otherwise dispose of any of its equity securities or any
other securities convertible into or exchangeable or exercisable for its Common
Stock or any other equity security, except that the Company may grant stock
options under the Stock Plans and issue shares of Common Stock upon the exercise
of options previously granted.

In addition to the restricted shares outstanding upon completion of the
Offering and the Transfers, all of the 95,000 shares of Common Stock which may
be acquired upon the exercise of vested stock options within 365 days following
the date of this Prospectus (collectively, the "Option Shares") are subject to
the Lock-up

47
<PAGE> 49

Agreements but may be eligible for resale following the expiration of the
Lock-up Agreements (subject, in the case of affiliates, to certain limitations)
pursuant to Rule 701 under the Securities Act or a Form S-8 registration
statement to be filed by the Company under the Securities Act. See
"Management -- Stock Plans." In addition, all of the 598,646 shares of Common
Stock that may be acquired upon the exercise of warrants will be deemed
restricted securities and may be eligible for resale pursuant to Rule 144.
Shares issuable upon the exercise of such warrants have associated incidental
registration rights pursuant to which the Company is obligated to use reasonable
efforts to register such shares if the Company undertakes an underwritten public
offering and files a registration statement in connection therewith after the
date of this Prospectus, excluding the registration of shares issued pursuant to
(i) an employee stock purchase or option plan or (ii) any acquisition or
proposed acquisition by the Company.

The Company intends to file a registration statement on Form S-8 to
register all shares of Common Stock issuable under the Company's stock option
plans, as soon as practicable after the date of this Prospectus, and the
Company's Form S-8 is expected to become effective immediately upon filing.
Shares covered by such registration statement will be eligible for sale in the
public market after the effective date of such registration statement and
following the expiration of the Lock-up Agreements, subject to Rule 144
limitations applicable to affiliates of the Company. See "Management -- Stock
Plans."

In addition, the Company has filed a registration statement with respect to
2,500,000 shares of Common Stock under the Securities Act for use in connection
with future acquisitions. These shares generally will be freely tradable after
their issuance by persons not affiliated with the Company unless the Company
contractually restricts their sale. The Company anticipates that the agreements
entered into in connection with its future acquisitions will restrict the resale
of all or a portion of the shares issued in those transactions for varying
periods of time.

48
<PAGE> 50

UNDERWRITING

Pursuant to the Underwriting Agreement, and subject to the terms and
conditions thereof, the Underwriters named below, acting through J.C. Bradford &
Co., and Oppenheimer & Co., Inc. as representatives of the several Underwriters
(the "Representatives"), have agreed, severally, to purchase from the Company
the number of shares of Common Stock set forth below opposite their respective
names.

<TABLE>
<CAPTION>
NUMBER OF
NAME OF UNDERWRITER SHARES
- ------------------- ---------
<S> <C>
J.C. Bradford & Co..........................................
Oppenheimer & Co., Inc......................................

---------
Total............................................. 2,600,000
=========
</TABLE>

In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all shares of Common Stock
offered hereby if any of such shares are purchased.

The Company has been advised by the Representatives of the Underwriters
that the Underwriters propose initially to offer the shares of Common Stock to
the public at the public offering price set forth on the cover page of this
Prospectus and to certain dealers, who may include the Underwriters, at the
public offering price less a selling concession not in excess of $ per
share. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of $ per share to certain other brokers or dealers. After
the Offering, the public offering price and such concessions may be changed by
the Representatives. The Representatives have informed the Company that the
Underwriters do not intend to confirm sales to accounts over which they exercise
discretionary authority.

The Offering of the shares of Common Stock is made for delivery when, as
and if accepted by the Underwriters and subject to prior sale and to withdrawal,
cancellation or modification of the offer without notice. The Underwriters
reserve the right to reject any offer for the purchase of shares.

The Company has granted the Underwriters an option, exercisable not later
than 30 days from the date of this Prospectus, to purchase up to an aggregate of
390,000 additional shares of Common Stock to cover over-allotments, if any. To
the extent the Underwriters exercise this option, each of the Underwriters will
have a firm commitment to purchase approximately the same percentage thereof
that the number of shares of Common Stock to be purchased by it shown in the
table above bears to the total number of shares in such table, and the Company
will be obligated, pursuant to the option, to sell such shares to the
Underwriters. The Underwriters may exercise such option only to cover
over-allotments made in connection with the sale of the 2,600,000 shares of
Common Stock offered hereby. If purchased, the Underwriters will sell these
additional shares on the same terms as those on which the 2,600,000 shares are
being offered.

Subject to applicable limitations, the Underwriters, in connection with the
Offering, may place bids for or make purchases of the Common Stock in the open
market or otherwise, for long or short account, or cover short positions
incurred, to stabilize, maintain, or otherwise affect the price of the Common
Stock, which may be higher than the price that might otherwise prevail in the
open market. There can be no assurance that the price of the Common Stock will
be stabilized, or that stabilizing, if commenced, will not be discontinued at
any time. Subject to applicable limitations, the Underwriters may also place
bids or make purchases on behalf of the underwriting syndicate to reduce a short
position created in connection with the Offering.

49
<PAGE> 51

Upon the purchase by the Underwriters of the Common Stock being offered
hereby, the Company has agreed to sell to J.C. Bradford & Co. ("Bradford") for a
purchase price of $0.01 per underlying share of Common Stock, a warrant to
purchase up to 83,646 shares of Common Stock at an exercise price per share
equal to the higher of the initial public offering price or the closing bid
price of the first trading day. The warrant exercise price has been determined
by negotiation between the Company and Bradford as to be within the Conduct
Rules of the National Association of Securities Dealers, Inc. and various state
authorities. The warrant has a term of five years from the effective date of the
Offering, is non-transferrable, and is not exercisable until the earlier of a
subsequent public offering of the Common Stock or 24 months after the date of
this Prospectus. In any event, the shares underlying the warrant may not be
sold, assigned or hypothecated by Bradford or related parties for a period of
one year from the effective date of the Offering except to partners of Bradford.
The terms upon which the Company will be able to obtain additional equity
capital may be adversely affected since Bradford can be expected to exercise or
exchange them at a time when the Company would, in all likelihood, be able to
obtain any needed capital on terms more favorable to the Company than those
provided in the warrant. Any profit realized by Bradford on the sale of the
underlying shares of Common Stock may be deemed additional underwriting
compensation. For a discussion of the registration rights associated with the
warrant, see "Description of Capital Stock -- Registration Rights."

The Underwriting Agreement provides that the Company will indemnify the
Underwriters and their controlling persons, if any, against certain liabilities,
including liabilities under the Securities Act, or will contribute to payments
that the Underwriters or any such controlling persons may be required to make in
respect thereof.

The Company has applied for listing of the Common Stock on the Nasdaq
National Market. Prior to this Offering, there has been no public market for the
Common Stock. The offering price will be determined through negotiation among
the Company and the Representatives. Among the factors to be considered in such
negotiations will be the expected results of operations of the Company, among
other things, the financial and operating history and trends of the Company, the
experience of its management, the position of the Company in its industry, and
the economy as a whole. Additionally, consideration will be given to the status
of the securities markets, market conditions for new offerings of securities and
the prices of similar securities of comparable companies. The Representatives
intend to act as market makers with regard to the Common Stock.

Pursuant to the Lock-up Agreements, all of the Company's officers,
directors, five percent or greater stockholders and the beneficial owners of the
Founding Practices have agreed with the Representatives that they will not,
except for the exercise of warrants and stock options pursuant to the Stock
Plans described in this Prospectus, directly or indirectly, offer, sell, loan,
pledge or otherwise dispose of, or grant any options or other rights with
respect to, any shares of Common Stock or any securities that are convertible
into, or exchangeable or exercisable for, Common Stock owned by them for a
period of 365 days following the date of this Prospectus, without the prior
written consent of the Representatives. Similarly, the Company has agreed
generally that, for a period of 365 days after the date of this Prospectus, it
will not, directly or indirectly, issue, offer, sell, grant options to purchase
or otherwise dispose of any of its equity securities or any other securities
convertible into or exchangeable or exercisable for its Common Stock or any
other equity security, except that the Company may issue shares of Common Stock
in connection with acquisitions, grant stock options under its Stock Plans and
issue shares of Common Stock upon the exercise of options previously granted.
The Representatives may, at any time without notice, release all or any portion
of the securities subject to the Lock-up Agreements. After such 365-day period,
such persons will be entitled to sell, distribute or otherwise dispose of the
Common Stock or options to acquire Common Stock, subject to the provisions of
applicable securities laws. See "Shares Eligible for Future Sale."

50
<PAGE> 52

LEGAL MATTERS

The validity of the shares of Common Stock and Class B Common Stock are
being passed upon for the Company by Nelson Mullins Riley & Scarborough, L.L.P.,
Atlanta, Georgia, special securities counsel to the Company. Certain legal
matters in connection with the Offering will be passed upon for the Underwriters
by Bass, Berry & Sims PLC, Nashville, Tennessee.

EXPERTS

The financial statements of the Company, US Orthodontic Care, Inc. and
Premier Orthodontic Group, Inc. as of December 31, 1996 included in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement, on Form
S-1 (together with all exhibits, schedules and amendments relating thereto, the
"Registration Statement") under the Securities Act with respect to the Common
Stock offered hereby. This Prospectus, which is a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to the Company and the Common Stock, reference is hereby made to the
Registration Statement and the exhibits and schedules filed as a part thereof.
Statements contained in this Prospectus concerning the provisions or contents of
any contract, agreement or any other document referred to herein are not
necessarily complete. With respect to each such contract, agreement or document
filed as an exhibit to the Registration Statement, reference is made to such
exhibit for a more complete description of the matters involved, and each
statement shall be deemed qualified in its entirety by such reference to the
copy of the applicable document filed with the Commission. The Registration
Statement, including the exhibits and schedules thereto, may be inspected
without charge at the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: New York Regional Office, 7 World
Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of the
Registration Statement and the exhibits and schedules thereto can be obtained
from the Public Reference Section of the Commission upon payment of prescribed
fees. The Registration Statement, including the exhibits and schedules thereto,
is also available on the Commission's Web site at http://www.sec.gov. In
addition, the Company has made application for the Common Stock to be listed for
trading on the Nasdaq National Market. Upon listing, periodic reports, proxy
material and other information concerning the Company, when filed, may be
inspected at the offices of the Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C.

The Company intends to furnish its stockholders with annual reports
containing financial statements audited by the Company's independent public
accountants.

51
<PAGE> 53

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
OrthAlliance, Inc.
Report of Independent Public Accountants.................. F-2
Balance Sheets as of December 31, 1996 and March 31, 1997
(Unaudited)............................................ F-3
Statements of Stockholder's Equity For the Period From
Inception (October 21, 1996) to December 31, 1996 and
for the Three Months Ended March 31, 1997.............. F-4
Notes to Financial Statements............................. F-5
US Orthodontic Care, Inc.
Report of Independent Public Accountants.................. F-14
Balance Sheets as of December 31, 1996 and March 31, 1997
(Unaudited)............................................ F-15
Statements of Operations For the Period From Inception
(February 7, 1996) to December 31, 1996 and for the
Three Months Ended March 31, 1997 (Unaudited).......... F-16
Statements of Shareholders' (Deficit) Equity For the
Period From Inception (February 7, 1996) to December
31, 1996 and for the Three Months Ended March 31,
1997................................................... F-17
Statements of Cash Flows For the Period From Inception
(February 7, 1996) to December 31, 1996 and for the
Three Months Ended March 31, 1997 (Unaudited).......... F-18
Notes to Financial Statements............................. F-19
Premier Orthodontic Group, Inc.
Report of Independent Public Accountants.................. F-23
Balance Sheets as of December 31, 1996 and March 31, 1997
(Unaudited)............................................ F-24
Statements of Operations For the Period From Inception
(November 26, 1996) to December 31, 1996 and for the
Three Months Ended March 31, 1997 (Unaudited).......... F-25
Statements of Changes in Owners'/Stockholders' Deficit For
the Period From Inception (November 26, 1996) to
December 31, 1996 and for the Three Months Ended March
31, 1997............................................... F-26
Statements of Cash Flows For the Period From Inception
(November 26, 1996) to December 31, 1996 and for the
Three Months Ended March 31, 1997 (Unaudited).......... F-27
Notes to Financial Statements............................. F-28
Unaudited Pro Forma Combined Balance Sheet.................. F-31
Unaudited Pro Forma Combined Balance Sheet as of March 31,
1997................................................... F-32
Notes to Unaudited Pro Forma Combined Balance Sheet....... F-33
</TABLE>

F-1
<PAGE> 54

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To OrthAlliance, Inc.:

We have audited the accompanying balance sheet of ORTHALLIANCE, INC. (a
development-stage enterprise, a Delaware corporation, and formerly Premier
Orthodontic Holdings, Inc.) as of December 31, 1996 and the related statement of
stockholder's equity for the period from inception (October 21, 1996) to
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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of OrthAlliance, Inc. as of
December 31, 1996 and its operations from inception (October 21, 1996) to
December 31, 1996 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
May 2, 1997

(except with respect

to the matter discussed

in the last paragraph

of Note 1 as to which the

date is July 25, 1997)

F-2
<PAGE> 55

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1996 1997
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS...................................................... $0 $0
== ==

LIABILITIES................................................. $0 $0
COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY:
Common stock, .001 par value; 3,000 shares authorized and
1 share issued and outstanding at December 31, 1996 and
March 31, 1997......................................... 0 0
Additional paid-in capital................................ 0 0
-- --
Total liabilities and stockholder's equity........ $0 $0
== ==
</TABLE>

The accompanying notes are an integral part of these statements.

F-3
<PAGE> 56

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM INCEPTION (OCTOBER 21, 1996) TO MARCH 31, 1997

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN STOCKHOLDER'S
STOCK CAPITAL EQUITY
------ ---------- -------------
<S> <C> <C> <C>
INITIAL INVESTED CAPITAL (OCTOBER 21, 1996)................. $0 $0 $0
Subscription receivable................................... 0 0 0
-- -- --
STOCKHOLDER'S EQUITY AT DECEMBER 31, 1996 and March 31, 1997
(unaudited)............................................... $0 $0 $0
== == ==
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 57

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(INFORMATION AS OF MARCH 31, 1997 AND FOR THE THREE MONTHS ENDED MARCH 31, 1997
IS UNAUDITED)

1. BUSINESS AND ORGANIZATION

OrthAlliance, Inc. (the "Company" or "OrthAlliance") (formerly known as
Premier Orthodontic Holdings, Inc.) was formed to create a provider of practice
management services to orthodontic practices in the United States. As a result
of a planned merger of US Orthodontic Care, Inc. ("USOC") and Premier
Orthodontic Group, Inc. ("Premier") with and into the Company (the "Merger"),
the Company will succeed to the rights of USOC and Premier in connection with
management or consulting services agreements and with respect to the purchase
and sale agreements or agreements and plans of reorganization that USOC and
Premier has with certain orthodontic practices (the "Founding Practices") and
the related long term management services agreements. As a result, the Company
has entered into definitive agreements in which the Founding Practices will
transfer certain operating assets of, and certain liabilities of, or the stock
of an entity holding certain operating assets and certain liabilities of the
Founding Practices (the "Transfers"). The Transfers will occur prior to the
closing of the initial public offering (the "Offering").

The Company has had no operations to date, and the financial statements
have been prepared on the basis that the proposed transaction will occur,
although no assurance can be made that the proposed transaction will be
completed or that the Company will be successful in completing planned future
acquisitions. The Company intends to expand through the acquisition of
management rights to practices throughout the United States. In order to expand,
the Company will need further acquisition financing in the form of debt or
equity financing. There can be no assurance that such financing will be
available.

As of December 31, 1996, the Company received $.01 for the one share of
stock issued in 1996. This amount has been recorded as a subscription receivable
in the accompanying statement of stockholder's equity. The stock of the Company
is owned by a stockholder of Premier.

THE MERGER

OrthAlliance was created as a shell corporation to become active in
connection with the Offering. Prior to the Merger, the sole stockholder of
OrthAlliance holds a minority interest in Premier. There are two common
stockholders who owned common stock in USOC and Premier, and there are no common
stockholders between USOC and OrthAlliance. The stockholders in USOC and Premier
are considered promoters; therefore, the Merger will be accounted for pursuant
to Staff Accounting Bulletin No. 48, "Transfers of NonMonetary Assets By
Promoters and Shareholders," ("SAB No. 48") as will the transfers with the
orthodontic practices. This transfer will result in carryover basis of the
assets and liabilities of USOC and Premier. The assets acquired in the Merger by
OrthAlliance generally include cash, other current assets, equipment, other
assets, and contract rights. The liabilities to be received include accounts
payable, accrued liabilities, and notes payable. The historical cost basis will
be the carrying value on Premier's and USOC's respective balance sheet at the
date of transfer, except contract rights which have an historical cost basis of
zero. The contract rights become effective if and when the Offering is
effective. USOC and Premier have incurred certain issuance and organizational
expenses, the benefits of which will be transferred to the Company.

In the Merger, the outstanding common stock of USOC and Premier will be
converted into an aggregate of 1,750,000 shares of Class A Common Stock ("Common
Stock") and 250,000 shares of Class B Common Stock ("Class B Common Stock") of
the Company. Each share of USOC common stock will convert into .496 shares of
Common Stock and .071 shares of Class B Common Stock. The 100 shares of Premier
common stock will convert into 525,000 shares of Common Stock and 75,000 shares
of Class B Common Stock. The USOC and Premier stockholders, respectively, will
receive an aggregate of 1,225,000 and 525,000 shares of Common Stock and 175,000
and 75,000 shares of Class B Common Stock, respectively.

F-5
<PAGE> 58

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Premier is owned by certain individuals and Premier Orthodontic Ventures,
LLC ("POV LLC"). POV LLC has two classes of membership interests, Class A and
Class B. Immediately following completion of the Offering, POV LLC intends to
redeem all of its membership interests. The redemption provisions require that
POV LLC distribute shares of Common Stock with a market value equal to two times
the Class B members' capital contribution, except with respect to one Class B
member who shall receive shares of Common Stock with a value equal to three
times his Class B capital contribution. The exact number of shares of Common
Stock to be distributed to the Class B members will be determined by multiplying
the capital contribution by two (or three with respect to one Class B member)
and dividing the product thereof by the market price per share of the Common
Stock. As a result, the exact number of shares distributed to the Class B
members will vary according to the initial public offering price. All shares of
Common Stock held by POV LLC after redemption of the Class B members' interest
will be distributed pro rata to the Class A members in accordance with their
membership interests. All of the Class B Common Stock received by POV LLC in the
Merger shall be distributed pro rata to the Class A members.

USOC has warrants for the purchase of 225,000 shares of common stock
outstanding prior to the Merger. Assuming the warrants are not converted prior
to the Merger, the warrants are convertible into warrants of OrthAlliance with
the right to acquire an equal number of shares of Common Stock. USOC has
recorded compensation expense related to certain of these options and warrants
at the date of grant. OrthAlliance may need to record additional compensation
expense depending on the occurrence of certain events. Because the value of the
outstanding warrants are related to an initial public offering, the intrinsic
value of the USOC warrants has been transferred to the Company's warrants.

THE TRANSFERS

In the Transfers, OrthAlliance will acquire certain operating assets or the
stock of entities holding certain operating assets of the 57 separate Founding
Practices in exchange for cash and shares of Common Stock and will enter into
long-term management services agreements with each practice. The Founding
Practices will receive 6,552,759 shares of Common Stock (based on an assumed
initial public offering price of $11.00 per share) and approximately $13,900,000
in cash. Each Founding Practice transaction was individually negotiated between
the Company and the Founding Practice as to all material terms, including, but
not limited to, valuation. Of the total consideration for each transaction, the
Founding Practice could elect to receive up to 20% in cash and the balance in
shares of Common Stock. The actual number of shares shall be calculated by
subtracting the cash portion from the total consideration and dividing such
amount by the initial public offering price. The Transfers are part of the SAB
48 transaction described above. The assets and liabilities of the Founding
Practices will carryover at their historical costs to OrthAlliance. The assets
to be transferred include billed and unbilled receivables, supplies inventory,
other receivables, prepaid expenses, net equipment and certain other current and
non-current assets. The liabilities to be transferred include long-term debt,
patient prepayments and certain miscellaneous accruals. The cash paid to the
Founding Practices will be recorded as a dividend by the Company. A limited
amount of personal assets will be retained by Founding Practices.

In Transfers requiring stock acquisitions, the Company generally will
acquire the stock of the entity (the "Original Entity") through which the
applicable Founding Practice previously operated and generated revenues. Before
the Company's acquisition of the Original Entity, the stockholder(s) of the
Original Entity will form a new entity (the "New Entity") through which the
Founding Practice will provide orthodontic services and which will hold all
assets that the Company is unable to own pursuant to applicable state law or
which the Company does not intend to acquire from the Founding Practice. At the
time of transfer of the stock of the Original Entity to OrthAlliance, the
Original Entity will hold the operating assets of the Original Entity that the
Company is permitted to own. Since the Original Entity and the New Entity are
under common control and owned by the same stockholders, there is no step-up in
basis of the assets for accounting purposes.

F-6
<PAGE> 59

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

POST MERGER AND TRANSFERS

Following is a table of the anticipated ownership by group related to each
class of the Company's shares of common stock after the Merger, the Transfers
and the Offering (assuming 2,600,000 shares offered to the public at a price of
$11.00 per share):

<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
------------ ------------
<S> <C> <C>
Founding practice owners................................ 60.1% --%
USOC stockholders....................................... 11.2 70.0
Premier stockholders.................................... 4.8 30.0
The public stockholders................................. 23.9 --
----- -----
100.0% 100.0%
===== =====
</TABLE>

See also Note 5 for further discussion of post Merger and post Transfers
transactions.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

Revenue from managing the practices will be recognized on a monthly basis
as the services are provided. The revenue of OrthAlliance will consist of the
sum of the management fees and such amounts equal to the operating expenses of
the orthodontic practice assumed by OrthAlliance under such management
agreements. In general, the management agreements provide for the payment of
fees to the Company based on a negotiated percentage of the "Adjusted Patient
Revenue" of the orthodontic practice. Adjusted Patient Revenue is net patient
revenue, as determined under generally accepted accounting principles, including
adjustments for contractual allowances and other discounts, plus an adjustment
for uncollectible accounts. Patient revenue is recognized as orthodontic
services are performed, with approximately 20% being recognized at the time of
initial treatment. The balance of the contract revenue is realized evenly over
the remaining treatment period. The 20% estimated revenue at the initial
treatment date is based on the estimated costs incurred by the practice at that
time as compared to the total costs of providing the contracted services and is
consistent with industry standards. The percentage includes the estimated costs
of diagnosis and treatment plan development, initial treatment by orthodontic
personnel, orthodontic supplies, and associated administrative services.
Expenses not required to be paid by OrthAlliance pursuant to the agreements
primarily consist of professional expenses of the orthodontist. See Note 5.

INTERIM UNAUDITED FINANCIAL INFORMATION

The financial statements as of and for the three months ended March 31,
1997 are unaudited; however, in the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation of the unaudited financial statements for this interim period have
been included. The results of interim periods are not necessarily indicative of
the results to be obtained for a full year.

ACCOUNTING PRONOUNCEMENTS

The Company anticipates that the Emerging Issues Task Force of the
Financial Accounting Standards Board will be evaluating certain matters relating
to the physician/orthodontic practice management industry such as the ability to
consolidate the revenues of a physician/orthodontic practice through a
contractual management agreement, mergers between physician/orthodontic
practices and management entities and merger transactions that qualify for
pooling-of-interest treatment. The Company expects this evaluation will include
a review of accounting for business combinations. The Company is unable to
predict the impact, if any, that this review may

F-7
<PAGE> 60

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

have on the Company's acquisition strategy, allocation of purchase price related
to acquisitions, and amortization life assigned to intangible assets.

3. COMMITMENTS AND CONTINGENCIES

The Company will be subject to certain government regulation at the federal
and state levels. In compliance with certain regulatory requirements, the
Company will not control the practice of orthodontics. There can be no assurance
that the legality of any long-term management services agreements that will be
entered into will not be successfully challenged. There also can be no assurance
that the laws and regulations of states in which the Company will maintain
operations will not change or be interpreted in the future to restrict or
further restrict the Company's relationships with orthodontists.

Orthodontists may be subject to legal liability suits while under
management or consulting services agreements with the Company. The Company will
not control or employ the orthodontists; however, the Company intends to acquire
certain liability insurance for itself.

The Company has granted warrants to purchase shares of Common Stock to J.C.
Bradford & Co., as part of the Offering. The warrant is for the purchase of
83,646 shares of Common Stock at an exercise price equal to the higher of (i)
the initial public offering price or (ii) the closing bid price the first
trading day after the date of the Offering. Additionally, the Company has agreed
to pay approximately $900,000 to certain consultants upon successful completion
of the Offering. The consulting fees will be recorded as a reduction of the
proceeds of the Offering.

4. STOCK OPTIONS AND WARRANTS

The Company will establish a stock option plan for employees prior to the
Offering. All options issued under this plan will be accounted for in accordance
with Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to
Employees" ("APB No. 25"), and any required compensation expense on these
options will be recorded at the date of grant. The Company will provide the pro
forma disclosure of net income and earnings per share in the notes to the
financial statements as if the fair value-based method of accounting had been
applied to awards as required by Statement of Financial Accounting Standards No.
123 "Accounting for Stock-Based Compensation" ("SFAS No. 123").

On January 1, 1997, USOC granted an option to an officer for the purchase
of 50,000 shares of common stock at an exercise price of $.01 per share. USOC
recorded compensation expense (based upon a fair market value of $5.00
established by USOC's equity sales) related to such option of $250,000 in the
first quarter of fiscal 1997. On June 10, 1997, the option was cancelled and an
OrthAlliance warrant was issued for the purchase of 50,000 shares of Common
Stock with an exercise price per share of $0.01. The cancellation of the option
and the issuance of the warrant created a new measurement date. OrthAlliance
will record compensation expense of $300,000 in the second quarter of fiscal
1997 for the difference between the assumed initial public offering price and
the fair market value established at the original issuance of the option.

OrthAlliance has agreed to issue warrants for the purchase of 90,000 shares
of Common Stock to owners of certain of the Founding Practices. These warrants
are being issued for referring other orthodontists to the Company. The exercise
price per share will be equal to the initial public offering price. OrthAlliance
will record compensation expense related to these warrants in the second quarter
of fiscal 1997 in accordance with APB No. 25 and will disclose the effects under
SFAS No. 123.

Additionally, USOC granted a warrant to purchase 150,000 shares of common
stock to a consultant at an exercise price equal to the initial public offering
price net of the underwriting discount. On June 10, 1997, the warrant was
cancelled and a warrant to purchase 150,000 shares of Common Stock was issued at
an exercise price equal to the initial public offering price net of the
underwriting discount. OrthAlliance will record

F-8
<PAGE> 61

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

compensation expense of approximately $115,500 in the second quarter of fiscal
1997 for the difference between the exercise price and the initial public
offering price.

USOC also has warrants to purchase 225,000 shares of its common stock
outstanding to certain consultants. These warrants will convert in the Merger
into the right to acquire an equal number of shares of Common Stock.

5. TRANSACTIONS WITH FOUNDING PRACTICES

As discussed in Note 1, the Company plans to complete, through a series of
stock acquisitions and asset transfers, the acquisition of certain assets and
assumption of certain liabilities of the Founding Practices (the "Transfers")
concurrently with an initial public offering of shares of its Common Stock.

The Founding Practices will enter into 20-year service agreements with
OrthAlliance. Additionally, the orthodontists at the Founding Practices will
enter into employment and noncompete agreements with the Founding Practices.

The Company will not employ orthodontists or control the practice of
orthodontics by the orthodontists employed by the Founding Practices. As
OrthAlliance will not be acquiring the future patient revenues earned by the
Practices, the Transfers are not deemed to be business combinations. In
accordance with SAB No. 48, the transferred nonmonetary assets and assumed
liabilities will be accounted for at the historical cost basis of the Founding
Practices. Each of the stockholders of the Founding Practices is deemed to be a
promoter of the Offering. Any monetary assets included in the Transfers will be
recorded at fair value. The resulting value of the net assets acquired by
OrthAlliance will be recorded as the value of the stock consideration tendered.
Cash consideration paid to selling orthodontists in conjunction with the
Transfers will be reflected as a dividend paid by OrthAlliance.

AGREEMENTS WITH FOUNDING PRACTICES

The Company is party to management service agreements with orthodontic
practices which are either Service Agreements or Consulting Agreements. The type
of management service agreement is determined by the Company and each Founding
Practice based primarily on applicable state regulations. The types of
management service agreements are as follows:

Service Agreements. The parties to each Service Agreement include the
Company, as successor through the Merger, and the Founding Practice, which
typically is a professional corporation or association owned by the related
orthodontist. Each Service Agreement generally requires the Company to perform
the following services for the Founding Practices: provide and maintain
specified furnishings and equipment; provide necessary employees (except
orthodontists and, where applicable law requires, hygienists and dental
assistants); establish appropriate business systems; purchase and maintain
inventory; perform payroll and accounting functions; provide billing and
collection services with respect to patients, insurance companies, and
third-party payors; arrange certain legal services not related to malpractice
litigation; design and execute a marketing plan; advise with respect to new
office locations; and manage and organize the Founding Practice's files and
records, including patient records where permitted by applicable law. If the
Founding Practice lacks sufficient funds to pay its current expenses, the
Company is also required to advance funds to the Founding Practice for the
purpose of paying such expenses. In exchange for performing the services
described above, the Company receives a management fee based on one of the three
fee structures described below.

The term of each Service Agreement is 20 years, subject to prior
termination by either party in the event the other party becomes subject to
voluntary or involuntary bankruptcy proceedings or materially breaches the
agreement, subject to a cure period. In addition, the Founding Practices may
terminate the Service Agreements upon the occurrence of a change of control of
OrthAlliance (as defined therein, which does not include a transaction approved
by the Company's Board of Directors). Upon the expiration or termination of the
Service

F-9
<PAGE> 62

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Agreement, the Founding Practice may, and in certain circumstances must,
repurchase for cash (at book value) certain assets, including all equipment, and
assume certain liabilities of the Company related to the Founding Practice.

Each Service Agreement is generally not assignable by either party thereto
without the written consent of the other party; however, the Company may assign
the Service Agreement without the Founding Practice's consent to any entity
under common control with the Company. The Company and the Founding Practice
agree to indemnify each other for costs and expenses incurred by such other
party that are caused directly or indirectly by, as the case may be, the
Company's or the Founding Practice's intentional or negligent acts or omissions.
In the case of the Founding Practice's obligation to indemnify the Company, such
obligation also applies to intentional or negligent acts and omissions occurring
prior to the date of the Service Agreement.

Consulting Agreements. The parties to each Consulting Agreement include
the Company, as successor through the Merger, and the Founding Practice. Certain
provisions of the Consulting Agreement are substantially similar to the Service
Agreement, including provisions relating to the Company's obligation to loan
funds to the Founding Practice in the event the Founding Practice is unable to
pay its current expenses, termination of the Consulting Agreement, repurchase of
assets and assumption of liabilities by the Founding Practice upon expiration or
termination, assignment, and indemnification.

The services provided by the Company to the Founding Practice under each
Consulting Agreement generally include consulting with respect to equipment and
office needs; preparing staffing models appropriate for an Founding Practice;
advising and training with respect to business systems; purchasing and
maintaining inventory; advising with respect to and providing or arranging
accounting and bookkeeping services; advising with respect to developing a
marketing plan; assessing the financial feasibility of establishing new offices;
providing billing and collection services; and assisting the Founding Practice
in organizing and developing filing and recording systems. In exchange for such
services, the Company receives a consulting fee based on one of the three fee
structures described below.

CALCULATION OF MANAGEMENT FEES

The management fee is paid pursuant to the Service and Consulting
Agreements monthly to the Company by each Founding Practice based upon the
practice's adjusted patient revenue calculated on the accrual basis using the
revenue recognition criteria discussed in Note 2. There are three economic
models by which the management fee may be calculated under the two management
service agreements discussed above which are as follows:

(i) a designated percentage of adjusted patient revenue, ranging from
14% to 17%, subject to an annual adjustment based upon improvements in the
Founding Practice's operating margin in the most recent fiscal period as
compared with the immediately preceding fiscal period. No annual adjustment
shall be made which would result in reducing the designated percentage
applicable during the first year of the management agreement. Operating
margin is defined as the percentage determined by dividing operating profit
by adjusted patient revenue. Adjusted patient revenue under the agreement
is net patient revenue as determined under generally accepted accounting
principles, including adjustments for contractual allowances and other
discounts, plus an adjustment for uncollectible accounts. Operating profit
is equal to adjusted patient revenue less operating expenses, excluding the
management fee and such expenses associated with the Founding Practices
which the Company is prohibited from incurring, primarily consisting of
orthodontist compensation. The average designated percentage is 16.9% for
those Founding Practices under this arrangement.

(ii) a designated percentage ranging from 13.5% to 17% of adjusted
patient revenue with a potential annual adjustment of 25% of the increase
in operating margin (as defined above) in a fiscal year as compared to the
preceding fiscal year multiplied by the Adjusted Patient revenue for the
current fiscal year. The supplemental fee, if applicable, shall be paid in
a lump sum payment upon final determination of the

F-10
<PAGE> 63

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

improvement in the Founding Practice's operating margin as compared to the
prior fiscal year period. The average designated percentage is 16.3% for
those Founding Practices under this arrangement.

(iii) a fixed dollar fee with annual established fixed increases for
each year of the management agreement.

COMBINED OPERATING DATA OF THE FOUNDING PRACTICES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996 THREE MONTHS ENDED MARCH 31, 1997
------------------------------------- -------------------------------------
PATIENT REVENUES OPERATING EXPENSES PATIENT REVENUES OPERATING EXPENSES
---------------- ------------------ ---------------- ------------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Practices participating under
(i)........................... $39,847,000 $25,364,000 $10,510,000 $6,744,000
Practices participating under
(ii).......................... 15,935,000 8,377,000 3,688,000 2,025,000
Practices participating under
(iii)......................... 3,664,000 2,043,000 1,004,000 556,000
----------- ----------- ----------- ----------
Totals for Founding
Practices........... $59,446,000 $35,784,000 $15,202,000 $9,325,000
=========== =========== =========== ==========
</TABLE>

RECEIVABLES FROM FOUNDING PRACTICES

The difference in the timing of the recognition of patient revenues and
cash collections results in unbilled receivables in instances where recognition
of revenues precedes the patient's payment plan. The following table presents
the combined uncollected patient receivables, and unbilled patient receivables
and patient prepayments of the Founding Practices net of allowance for bad
debts. These amounts are not receivables of the Company, but the net position of
these receivables will be acquired as part of the Transfers. The patient
prepayments are recorded as liabilities assumed by OrthAlliance.

COMBINED PATIENT RECEIVABLES, NET, OF THE FOUNDING PRACTICES

<TABLE>
<CAPTION>
DECEMBER 31, 1996 MARCH 31, 1997
----------------- --------------
(UNAUDITED)
<S> <C> <C>
Patient receivables, net of allowances of $251,000 and
$242,000, respectively.................................... $4,777,000 $4,577,000
Unbilled patient receivables, net of allowances of $149,000
and $151,000, respectively................................ 2,837,000 2,878,000
---------- ----------
Patient receivables, net of allowances............ $7,614,000 $7,455,000
========== ==========
</TABLE>

After the transfer of certain assets and certain liabilities of an
orthodontic practice, the Company will continue to purchase patient accounts
receivable generated by the Founding Practice and will record these receivables
on the balance sheet of OrthAlliance. The purchase of these accounts receivable
will be made without recourse and will become assets of OrthAlliance. The
receivables will be recorded at net realizable value on the date of purchase.
Any subsequent uncollectible account will be written off by OrthAlliance.
OrthAlliance will also record receivables from and payables to the Founding
Practice for the net settlement of receivables and expenses of the practice.

F-11
<PAGE> 64

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

OPERATING EXPENSES OF FOUNDING PRACTICES

Subsequent to the Transfers, the operating expenses of the Founding
Practices will be the responsibility of OrthAlliance. The Company shall be
responsible for the payment of all operating expenses incurred by the practice
as required to operate an orthodontic office. These expenses will include the
following:

- Salaries, benefits, payroll taxes, workers compensation, health insurance
and other benefit plans, and other direct expenses of all employees of
OrthAlliance at each practice office, excluding those costs associated
with orthodontists and any other classification of employee which
OrthAlliance is prohibited from employing by law
- Direct costs of all employees or consultants that provide services to
each practice office
- Dental and office supplies as permitted by law
- Lease or rent payments as permitted by law, utilities, telephone and
maintenance expenses for practice facilities
- Property taxes on OrthAlliance assets located at practice offices
- Property, casualty, liability and malpractice insurance premiums
- Orthodontists recruiting expenses
- Interest on advances to practice bank accounts
- Advertising and other marketing expenses attributable to the promotion of
practice offices

All of the above expenses shall be paid directly to the third party
provider of the goods or services indicated. All of the above items will be
assumed by OrthAlliance. In exchange for assuming these expenses and providing
management services, the Company will record revenue in amounts equal to those
assumed expenses plus a management fee based on varying percentages of the
revenues of the Founding Practices.

The Founding Practices will retain responsibility for the payment of any
and all direct employment expenses, including benefits, for any orthodontist or
other employee that OrthAlliance is prohibited from employing by law. In
addition, the Founding Practices will retain responsibility for the payment of
continuing education expenses, seminars, professional licenses, professional
membership dues and all other expenses of any orthodontist. The combined
historical expenses of the Founding Practices for the year ended December 31,
1996 and the three months ended March 31, 1997 that will be assumed by the
Company in the future were:

COMBINED DETAIL OF THE FOUNDING PRACTICES' EXPENSES

<TABLE>
<CAPTION>
THREE
YEAR ENDED MONTHS ENDED
DECEMBER 31, 1996 MARCH 31, 1997
----------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Salaries, wages and benefits of employees, excluding the
orthodontists......................................... $15,003,000 $4,078,000
Orthodontic supplies.................................... 5,938,000 1,667,000
Rent.................................................... 4,110,000 1,043,000
Advertising and marketing............................... 1,313,000 303,000
General and administrative expenses..................... 8,544,000 2,066,000
Depreciation and amortization on acquired assets........ 876,000 168,000
----------- ----------
Total expenses to be assumed.................. $35,784,000 $9,325,000
=========== ==========
</TABLE>

HISTORICAL INFORMATION OF FOUNDING PRACTICES

The combined historical financial information of the Founding Practices
presented herein is not related to the financial position or results of
operations of OrthAlliance. This information is presented solely for the purpose

F-12
<PAGE> 65

ORTHALLIANCE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

of providing disclosures to potential investors regarding the group of entities
with which OrthAlliance will be contracting to provide future services due to
the significant relationships between OrthAlliance and the Founding Practices.
The Founding Practices' financial information is presented on a combined
historical basis due to the fact that their Service and Consulting Agreements
with the Company will be effective on the completion of the Offering. The
Founding Practices were not operated under common control or management during
the fiscal year ended December 31, 1996 or during the three months ended March
31, 1997.

6. SUBSEQUENT EVENT (UNAUDITED)

On June 10, 1996, USOC issued 320,000 shares of common stock to three
consultants, one of whom is now a director of OrthAlliance. These consultants
also will receive $400,000 upon a successful completion of the Offering. USOC
recorded compensation expense of approximately $480,000 related to this share
issuance. Each USOC share will convert into .496 shares of OrthAlliance Common
Stock and .071 shares of OrthAlliance Class B Common Stock. Since these shares
were issued more than one year ago, there is no additional compensation related
to these shares. The Company will record consulting fees as a reduction of the
proceeds of the Offering.

Subsequent to December 31, 1996, the Company adopted the 1997 Employee
Stock Plan and the 1997 Non-Employee Director Stock Plan. A total of 1,200,000
shares of Common Stock are reserved for issuance under these plans. Options to
purchase 600,000 shares of Common Stock have been granted to certain officers of
the Company under the 1997 Employee Stock Plan at an exercise price equal to the
price to the public in the Offering.

F-13
<PAGE> 66

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To US Orthodontic Care, Inc.:

We have audited the accompanying balance sheet of US ORTHODONTIC CARE, INC.
(a development-stage enterprise and a Georgia corporation) as of December 31,
1996 and the related statements of operations, shareholders' deficit, and cash
flows for the period from inception (February 7, 1996) to 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 audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of US Orthodontic Care, Inc. as
of December 31, 1996 and the results of its operations and its cash flows for
the period from inception (February 7, 1996) to December 31, 1996 in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
April 4, 1997

F-14
<PAGE> 67

US ORTHODONTIC CARE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1996 1997
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 59,940 $ 315,163
Other current assets...................................... 2,250 2,250
----------- -----------
Total current assets.............................. 62,190 317,413
----------- -----------
EQUIPMENT, at cost.......................................... 29,441 34,281
Less accumulated depreciation............................. (2,786) (4,300)
----------- -----------
Equipment, net.................................... 26,655 29,981
----------- -----------
Total assets...................................... $ 88,845 $ 347,394
=========== ===========

LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 847,203 $ 303,312
Accrued salaries.......................................... 100,000 0
Due to related party...................................... 173,754 0
----------- -----------
Total current liabilities......................... 1,120,957 303,312
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' (DEFICIT) EQUITY:
Common stock; no par value; 10,000,000 shares authorized,
2,195,214 and 2,471,714 shares issued and outstanding
at December 31, 1996 and March 31, 1997,
respectively........................................... 0 0
Additional paid-in capital................................ 1,760,000 3,122,250
Warrants.................................................. 339,750 589,750
Deficit accumulated during the development stage.......... (3,131,862) (3,667,918)
----------- -----------
Total shareholders' (deficit) equity.............. (1,032,112) 44,082
----------- -----------
Total liabilities and shareholders' (deficit)
equity.......................................... $ 88,845 $ 347,394
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-15
<PAGE> 68

US ORTHODONTIC CARE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
INCEPTION FOR THE THREE
(FEBRUARY 7, MONTHS
1996) TO ENDED
DECEMBER 31, MARCH 31,
1996 1997
------------ -------------
(UNAUDITED)
<S> <C> <C>
REVENUES.................................................... $ 0 $ 0
EXPENSES:
Salaries, wages, and benefits............................. (1,878,205) (395,465)
General and administrative................................ (1,253,657) (147,350)
----------- -----------
Total expenses.................................... (3,131,862) (542,815)
----------- -----------
OTHER INCOME (EXPENSE), NET................................. 0 6,759
----------- -----------
NET LOSS.................................................... $(3,131,862) $ (536,056)
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-16
<PAGE> 69

US ORTHODONTIC CARE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY
FOR THE PERIOD FROM INCEPTION (FEBRUARY 7, 1996) TO MARCH 31, 1997

<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED TOTAL
COMMON STOCK ADDITIONAL DURING THE SHAREHOLDERS'
------------------ PAID IN DEVELOPMENT (DEFICIT)
SHARES AMOUNT CAPITAL STAGE WARRANTS EQUITY
--------- ------ ---------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT FEBRUARY 7, 1996... 0 $0 $ 0 $ 0 $ 0 $ 0
Common stock issued to
Incorporator............. 1,576,714 0 400,000 0 0 400,000
Common stock issued to
directors and
consultants.............. 495,000 0 742,500 0 0 742,500
Common stock issued to
investors................ 123,500 0 617,500 0 0 617,500
Warrants granted to
consultants.............. 0 0 0 0 339,750 339,750
Net loss.................... 0 0 0 (3,131,862) 0 (3,131,862)
--------- -- ---------- ----------- -------- -----------
BALANCE AT DECEMBER 31,
1996........................ 2,195,214 0 1,760,000 (3,131,862) 339,750 (1,032,112)
Common Stock issued to
investors................ 276,500 0 1,362,250 0 0 1,362,250
Warrants granted to
officer.................. 0 0 0 0 250,000 250,000
Net loss.................... 0 0 0 (536,056) 0 (536,056)
--------- -- ---------- ----------- -------- -----------
BALANCE AT MARCH 31, 1997
(unaudited)................. 2,471,714 $0 $3,122,250 $(3,667,918) $589,750 $ 44,082
========= == ========== =========== ======== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-17
<PAGE> 70

US ORTHODONTIC CARE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
INCEPTION
(FEBRUARY 7, FOR THE THREE
1996) TO MONTHS ENDED
DECEMBER 31, MARCH 31,
1996 1997
------------------ --------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(3,131,862) $ (536,056)
----------- -----------
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation........................................... 2,786 1,514
Compensation expense related to stock grants and
warrants............................................. 1,080,000 250,000
Changes in assets and liabilities:
Other assets......................................... (2,250) 0
Accounts payable..................................... 847,203 (543,891)
Accrued salaries..................................... 100,000 (100,000)
Due to Incorporator.................................. 173,754 (173,754)
----------- -----------
Total adjustments................................. 2,201,493 (566,131)
----------- -----------
Net cash used in operating activities............. (930,369) (1,102,187)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment..................................... (29,441) (4,840)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued to Incorporator....................... 400,000 0
Common stock issued to investors.......................... 617,500 1,362,250
Warrants granted to consultants........................... 2,250 0
----------- -----------
Net cash provided by financing activities......... 1,019,750 1,362,250
----------- -----------
NET CHANGE IN CASH.......................................... 59,940 255,223
CASH, beginning of period................................... 0 59,940
----------- -----------
CASH, end of period......................................... $ 59,940 $ 315,163
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-18
<PAGE> 71

US ORTHODONTIC CARE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(INFORMATION AS OF MARCH 31, 1997 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1997 IS UNAUDITED UNLESS INDICATED)

1. BUSINESS AND ORGANIZATION

US Orthodontic Care, Inc. ("USOC" or the "Company") was incorporated as a
Georgia corporation on February 7, 1996 to effect the transfer (the "Transfers")
of certain operating assets and certain liabilities of, or the stock of an
entity holding certain assets and certain liabilities of orthodontic practice
entities (the "Founding Practices"). USOC did not have significant operations
from February 7, 1996 to March 31, 1996. USOC and Premier Orthodontic Group,
Inc. ("Premier") will be merged with and into OrthAlliance Inc., a newly formed
company ("OrthAlliance") (the "Merger"). The stockholders of USOC and Premier
are considered promoters; therefore, the Merger will be accounted for pursuant
to Staff Accounting Bulletin No. 48, "Transfers of Nonmonetary Assets by
Promoters and Shareholders," as will the Transfers. The Merger will result in
carryover basis of assets and liabilities of USOC and Premier. In the Merger,
the outstanding capital stock of USOC and Premier will be automatically
converted into 1,750,000 shares of Class A Common Stock of OrthAlliance (the
"Common Stock") and 250,000 shares of Class B Common Stock of OrthAlliance (the
"Class B Common Stock"). The stockholders of USOC and Premier shall receive 70%
and 30%, respectively, of the Common Stock and Class B Common Stock issued as
consideration in the Merger.

Although USOC has not conducted any operations to date, other than the
initial capitalization and expenses incurred in connection with the Transfers
and an initial public offering of shares of Common Stock (the "Offering"), it
has entered into agreements to acquire, simultaneously with and as a condition
to the consummation of the Offering, the stock of entities holding certain
assets and certain liabilities of, or certain assets and liabilities of
established orthodontic practices. These agreements and the rights thereto are
being acquired by OrthAlliance pursuant to the Merger. The financial statements
have been prepared on the basis that the proposed transactions will occur,
although no assurance can be made that the proposed transactions will be
completed or that OrthAlliance will be successful in completing planned future
acquisitions of orthodontic practices.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Deferred Issuance Costs

The Company incurred costs associated with a proposed initial public
offering of $450,000 in 1996. As this offering did not occur, the Company
expensed those items.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is
provided using the straight-line method over the assets' estimated useful lives
of five to seven years.

Equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1996 1997
------------ ---------
<S> <C> <C>
Computer equipment.......................................... $15,932 $20,772
Furniture and fixtures...................................... 13,509 13,509
------- -------
29,441 34,281
Less accumulated depreciation............................. (2,786) (4,300)
------- -------
$26,655 $29,981
======= =======
</TABLE>

F-19
<PAGE> 72

US ORTHODONTIC CARE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Fair Value of Financial Instruments

The carrying values of cash and accounts payable approximate their fair
values principally because of the short-term maturities of these instruments.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Interim Unaudited Financial Information

The financial statements as of and for the three months ended March 31,
1997 are unaudited; however, in the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation of the unaudited financial statements for this interim period has
been included. The results of interim periods are not necessarily indicative of
the results to be obtained for a full year.

Stock Options and Warrants

The Company accounts for stock options and warrants issued to employees and
non-employee directors in accordance with Accounting Principles Board Opinion
No. 25 "Accounting for Stock Issued to Employees" ("APB No. 25"). If they are
issued at fair market value, no compensation expense is recognized. If issued
below fair market value, the difference is recognized as compensation expense.
Options and warrants to nonemployees are also accounted for under APB No. 25,
but compensation expense is recognized for those equity instruments.

Accounting Pronouncements

The Company anticipates that the Emerging Issues Task Force of the
Financial Accounting Standards Board will be evaluating certain matters relating
to the orthodontic/physician practice management industry such as the ability to
consolidate the revenues of an orthodontic/physician practice through a
contractual management agreement, mergers between orthodontic/physician
practices and management entities and merger transactions that qualify for
pooling-of-interest treatment. The Company expects this evaluation will include
a review of accounting for business combinations. The Company is unable to
predict the impact, if any, that this review may have on the Company's
acquisition strategy, allocation of purchase price related to acquisitions, and
amortization life assigned to intangible assets.

On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." At December 31, 1996 and March 31,
1997, the Company had no significant long-lived assets. Under SFAS No. 121, the
Company will analyze intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable. If this review indicates that the carrying amount of the asset may
not be recoverable, as determined based on the estimated future operations that
result from the assets acquired, the carrying value of the asset will be reduced
to fair value. Among the factors that the Company will continually evaluate are
unfavorable changes in each orthodontic group's relative market share and local
market competitive environment, current period and forecasted operating and cash
flow levels of the orthodontic group and the impact on the management fee earned
by the Company, and legal factors governing the practice of orthodontics.

F-20
<PAGE> 73

US ORTHODONTIC CARE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. SHAREHOLDERS' (DEFICIT) EQUITY

In April 1996, 1,576,714 shares of common stock were issued at a total
price of $400,000 to Dr. Robert N. Pickron (the "Incorporator"). Management
believes that the $.2537 per share received in consideration for those shares
represented the fair value of the shares at that date. On June 10, 1996, an
additional 495,000 shares were issued to certain consultants of the Company in
consideration for services provided to that date. Management believes that the
fair value of the shares issued at that date, as calculated for compensation
expense, was $1.50 per share. The fair value of these shares was recorded as
compensation expense of $742,500 and is included in salaries, wages and benefits
in the accompanying statement of operations.

On October 23, 1996, USOC offered 400,000 shares of common stock to
affiliates of anticipated Founding Practices and other unrelated investors
through a private placement memorandum ("PPM") at a price of $5.00 per share. As
of December 31, 1996, 123,500 shares were issued under the PPM for net proceeds
of $617,500.

On February 4, 1997, the Company offered the shares not sold in the PPM
discussed above (276,500 shares) at $5.00 per share through a second PPM to
affiliates of anticipated Founding Practices and other unrelated accredited
investors.

4. INCOME TAXES

As reflected in the accompanying statements of operations, the Company
incurred a loss from operations during the period from inception (February 7,
1996) to December 31, 1996 and for the three months ended March 31, 1997. Due to
the limited operations of the Company since its inception and the pending
Offering, a valuation allowance has been recorded to fully reserve for the
deferred tax benefits generated from tax deferred issuance costs. There is no
significant difference in the tax and book bases of the Company's assets or
liabilities that would give rise to deferred tax balances.

5. RELATED-PARTY TRANSACTIONS

The Incorporator funded expenses of USOC from the date of inception through
December 31, 1996, as only a portion of the funds provided from the PPM was
available for use prior to year-end. Of the amount funded by the Incorporator,
$173,754 is included in a current liability on the accompanying balance sheet as
of December 31, 1996 and was reimbursed by USOC after December 31, 1996. The
remaining amount funded by the Incorporator ($400,000) was repaid through the
issuance of 1,576,714 shares of common stock and is included in additional
paid-in capital on the accompanying balance sheet.

6. STOCK OPTIONS AND WARRANTS

The Company will record compensation expense on its warrants for the
difference between the fair market value and their exercise price. Fair market
value was based upon equity transactions with unrelated third parties.

At December 31, 1996, the Company had warrants outstanding to consultants
of the Company and a future directors of OrthAlliance to purchase 225,000 shares
of common stock at or close to the initial public offering price. The warrants
expire five years from the effective date of the Offering. The fair market value
of these warrants of $337,500 was recorded as salaries, wages and benefits in
the accompanying statement of operations for the period from inception (February
7, 1996) to December 31, 1996. Additionally, the Company granted a warrant to
purchase 150,000 shares of the Company's common stock to a consultant at an
exercise price equal to the initial public offering price net of the
underwriting discount. On June 10, 1997, such warrant was cancelled and a
warrant to purchase 150,000 shares of OrthAlliance Common Stock was issued at an
exercise price equal to the initial public offering price net of the
underwriting discount. OrthAlliance will record compensation expense of
approximately $115,500 in the second quarter of fiscal 1997 for the difference
between the exercise price and the initial public offering price.

F-21
<PAGE> 74

US ORTHODONTIC CARE, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

On January 1, 1997, the Company granted an option to an officer for the
purchase of 50,000 shares of common stock at an exercise price of $.01 per
share. The Company recorded compensation expense (based upon a fair market value
of $5.00) related to such option of $250,000 in the first quarter of fiscal
1997. On June 10, 1997, the options were cancelled and a warrant was issued for
the purchase of 50,000 shares of OrthAlliance Common Stock with an exercise
price of $.01 per share. The cancellation of the option and the issuance of a
warrant created a new measurement date. OrthAlliance will record compensation
expense of $300,000 for the difference between the assumed initial public
offering price and the fair market value established at the original issuance of
the option.

The warrants discussed above will convert in the Merger into warrants of
OrthAlliance with the right to acquire an equal number of shares of Common Stock
of OrthAlliance.

F-22
<PAGE> 75

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Premier Orthodontic Group, Inc.:

We have audited the accompanying balance sheet of PREMIER ORTHODONTIC
GROUP, INC. (a development-stage enterprise and a Delaware corporation) as of
December 31, 1996 and the related statement of operations, owners' deficit, and
cash flows for the period from inception (November 26, 1996) to 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 audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Premier Orthodontic Group,
Inc. as of December 31, 1996 and the results of its operations and its cash
flows for the period from inception (November 26, 1996) to December 31, 1996 in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
April 11, 1997

F-23
<PAGE> 76

PREMIER ORTHODONTIC GROUP, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1996 1997
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 0 $ 895,889
--------- ---------
EQUIPMENT, at cost.......................................... 4,971 24,953
Less accumulated depreciation............................. (166) (415)
--------- ---------
Equipment, net......................................... 4,805 24,538
OTHER ASSETS................................................ 0 4,620
--------- ---------
Total assets...................................... $ 4,805 $ 925,047
========= =========
LIABILITIES AND OWNERS'/STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities.................. $ 20,241 $ 137,463
Accrued consulting fees................................... 239,735 380,985
--------- ---------
Total current liabilities......................... 259,976 518,448
NOTE PAYABLE................................................ 0 1,000,000
COMMITMENTS AND CONTINGENCIES
OWNERS'/STOCKHOLDERS' DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE, $.001 par value; 3,000 shares
authorized; 100 shares issued and outstanding at March 31,
1997...................................................... (255,171) (593,401)
--------- ---------
Total liabilities and owners'/stockholders'
deficit......................................... $ 4,805 $ 925,047
========= =========
</TABLE>

The accompanying notes are an integral part of these statements.

F-24
<PAGE> 77

PREMIER ORTHODONTIC GROUP, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
INCEPTION FOR THE THREE
(NOVEMBER 26, MONTHS
1996) TO ENDED
DECEMBER 31, MARCH 31,
1996 1997
------------- -------------
(UNAUDITED)
<S> <C> <C>
REVENUES.................................................... $ 0 $ 0
----------- -----------
EXPENSES:
Consulting fees........................................... (239,735) (211,755)
General and administrative................................ (15,436) (129,945)
----------- -----------
Total expenses.................................... (255,171) (341,700)
----------- -----------
OTHER INCOME (EXPENSE), NET................................. 0 (3,470)
----------- -----------
NET LOSS.................................................... $ (255,171) $ (338,230)
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-25
<PAGE> 78

PREMIER ORTHODONTIC GROUP, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF CHANGES IN OWNERS'/STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM INCEPTION (NOVEMBER 26, 1996) TO MARCH 31, 1997

<TABLE>
<S> <C>
INITIAL INVESTED CAPITAL (NOVEMBER 26, 1996)................ $ 0
Net loss.................................................. (255,171)
---------
OWNERS' DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE AT
DECEMBER 31, 1996......................................... (255,171)
---------
Net loss.................................................. $(338,230)
---------
OWNERS'/STOCKHOLDERS' DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE AT MARCH 31, 1997 (unaudited)........... $(593,401)
=========
</TABLE>

The accompanying notes are an integral part of this statement.

F-26
<PAGE> 79

PREMIER ORTHODONTIC GROUP, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
INCEPTION
(NOVEMBER 26, FOR THE THREE
1996) TO MONTHS ENDED
DECEMBER 31, MARCH 31,
1996 1997
------------- -------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(255,171) $(338,230)
--------- ---------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation........................................... 166 249
Changes in assets and liabilities:
Other assets......................................... 0 (4,620)
Accounts payable and accrued liabilities............. 20,241 117,222
Accrued consulting fees.............................. 239,735 141,250
--------- ---------
Total adjustments................................. 260,142 254,101
--------- ---------
Net cash provided by (used) in operating
activities...................................... 4,971 (84,129)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment..................................... (4,971) (19,982)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable................................ 0 1,000,000
--------- ---------
NET CHANGE IN CASH.......................................... 0 895,889
CASH, beginning of period................................... 0 0
--------- ---------
CASH, end of period......................................... $ 0 $ 895,889
========= =========
</TABLE>

The accompanying notes are an integral part of these statements.

F-27
<PAGE> 80

PREMIER ORTHODONTIC GROUP, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(INFORMATION AS OF MARCH 31, 1997 AND FOR THE THREE MONTHS ENDED
MARCH 31, 1997 IS UNAUDITED UNLESS INDICATED)

1. BUSINESS AND ORGANIZATION

Premier Orthodontic Group, Inc., a Delaware corporation ("Premier" or the
"Company"), was incorporated on January 30, 1997. Premier Orthodontic Ventures,
LLC ("Premier LLC"), formed on November 26, 1996, incurred certain expenses on
behalf of the Company from November 26, 1996 to January 30, 1997. Upon the
incorporation of the Company on January 30, 1997, the Company reimbursed the
expenses incurred by Premier LLC on behalf of the Company from the proceeds of
the loan discussed in Note 7. The accompanying financial statements have been
prepared based on the expenses incurred by Premier LLC on behalf of the Company
from November 26, 1996 to December 31, 1996.

The Company was incorporated to effect the transfer (the "Transfers") of
certain operating assets of, and certain liabilities of, or the stock of an
entity holding certain assets of and certain liabilities of multiple orthodontic
entities (the "Founding Practices"). Premier and US Orthodontic Care, Inc.
("USOC") intend to merge with and into a newly formed company, OrthAlliance,
Inc. ("OrthAlliance") (the "Merger"). Prior to the Merger, the sole stockholder
of OrthAlliance held a minority interest in Premier. The stockholders of USOC
and Premier are considered promoters; therefore, the Merger will be accounted
for pursuant to Staff Accounting Bulletin No. 48, "Transfers of Nonmonetary
Assets by Founding Promoters and Shareholders," as will the Transfers. The
Merger will result in carryover basis of assets and liabilities of USOC and
Premier. In the Merger, the outstanding capital stock of USOC and Premier will
be automatically converted into 1,750,000 shares of Class A common stock and
250,000 shares of Class B common stock. The stockholders of USOC and Premier
shall receive 70% and 30%, respectively, of the Class A common stock and Class B
common stock issued as consideration in the Merger.

Although Premier has not conducted any operations to date, other than the
initial capitalization and expenses incurred in connection with the Transfers
and a proposed public offering (the "Offering"), it has entered into agreements
to acquire, simultaneous with and as a condition to the consummation of the
Offering, the stock of an entity holding the assets and certain liabilities of,
or certain assets and liabilities of established orthodontic practices
("Founding Practices"). These agreements and the rights thereto are being
acquired by OrthAlliance pursuant to the merger of USOC and Premier with and
into OrthAlliance. The financial statements have been prepared on the basis that
the proposed transaction will occur, although no assurance can be made that the
proposed transaction will be completed or that OrthAlliance will be successful
in completing planned future acquisitions of orthodontic practices.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Equipment

Equipment is stated at cost, less accumulated deprecation. Depreciation is
provided using the straight-line method over the assets' estimated useful lives
of five to seven years.

Equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1996 1997
------------ ---------
<S> <C> <C>
Computer equipment.......................................... $4,971 $18,625
Furniture and fixtures...................................... 0 6,328
Less accumulated depreciation............................. (166) (415)
------ -------
$4,805 $24,538
====== =======
</TABLE>

F-28
<PAGE> 81

PREMIER ORTHODONTIC GROUP, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Fair Value of Financial Instruments

The carrying values of financial instruments approximate their fair values
principally because of the short-term maturities of these instruments.

Use of Estimates

Interim Unaudited Financial Information

The financial statements as of and for the three months ended March 31,
1997 are unaudited; however, in the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation of the unaudited financial statements for this interim period has
been included. The results of interim periods are not necessarily indicative of
the results to be obtained for a full year.

Accounting Pronouncements

On November 26, 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." At December 31, 1996 and March 31,
1997, the Company had no significant long-lived assets. Under SFAS No. 121, the
Company will analyze intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable. If this review indicates that the carrying amount of the asset may
not be recoverable, as determined based on the estimated future operations that
result from the assets acquired, the carrying value of the asset will be reduced
to fair value. Among the factors that the Company will continually evaluate are
unfavorable changes in each orthodontic group's relative market share and local
market competitive environment, current period and forecasted operating and cash
flow levels of the orthodontic group and the impact on the management fee earned
by the Company, and legal factors governing the practice of orthodontics.

3. INCOME TAXES

As reflected in the accompanying statement of operations, the Company
incurred a loss from operations during the period from inception (November 26,
1996) to December 31, 1996 and for the three months ended March 31, 1997. Due to
the limited operations of the Company since its inception and the pending
Offering, a valuation allowance has been recorded to fully reserve for the
deferred tax benefits generated from tax deferred issuance costs. There is no
significant difference in the tax and book bases of the Company's assets or
liabilities that would give rise to deferred tax balances.

F-29
<PAGE> 82

PREMIER ORTHODONTIC GROUP, INC.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. RELATED-PARTY TRANSACTIONS

The incorporators of Premier funded expenses of Premier from the date of
inception through the end of the year. Of the amount funded by the founders,
$17,630 is reflected as a current liability on the accompanying balance sheet as
of December 31, 1996 and was reimbursed by Premier after year-end.

5. COMMITMENTS AND CONTINGENCIES

The Company has agreed to pay certain consultants approximately $500,000
upon completion of the Offering. These fees will be recorded as a reduction of
proceeds of the Offering.

OrthAlliance will be subject to certain government regulation at the
federal and state levels. In compliance with certain regulatory requirements,
OrthAlliance will not control the practice of orthodontists. Long-term service
and consulting services agreement may be challenged by certain states as to
their legality. There also can be no assurance that the laws and regulations of
states in which OrthAlliance will maintain operations will not change or be
interpreted in the future to restrict OrthAlliance's relationships with
orthodontists.

6. SUBSEQUENT EVENTS

In January 1997, Premier LLC loaned the Company $1,010,000. The Company
will pay the total amount of the loan to Premier LLC of $1,010,000 in cash, plus
accrued interest at prime plus 1% from the proceeds of the Offering.

F-30
<PAGE> 83

ORTHALLIANCE, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

Simultaneously with and as a condition to the closing of the proposed
public offering (the "Offering"), OrthAlliance, Inc. (the "Company" or
"OrthAlliance") will acquire certain operating assets of separate orthodontic
practices (collectively, the "Founding Practices") in exchange for cash and
shares of Class A common stock, $.001 par value per share (the "Common Stock"),
and enter into long-term management or consulting services agreements with the
Founding Practices (the "Transfers"). The number of shares of Common Stock
issued in the Transfers will depend on the Offering price of the Common Stock.
As a result of the merger of Premier Orthodontic Group, Inc. ("Premier") and US
Orthodontic Care, Inc. ("USOC") with and into OrthAlliance, effective prior to
the closing of the initial public offering (the "Merger"), OrthAlliance succeeds
to the rights of Premier and USOC under agreements with the Founding Practices.
USOC and Premier will be merged with and into OrthAlliance prior to the
Transfers with the Founding Practices. OrthAlliance was created as a shell
corporation to become activated in connection with the Offering. Prior to the
Merger, the sole stockholder of OrthAlliance held a minority interest in
Premier. There were two common stockholders who owned common stock in USOC and
Premier, and there are no common stockholders between USOC and OrthAlliance. The
stockholders of USOC and Premier are considered promoters; therefore, the Merger
will be accounted for pursuant to Staff Accounting Bulletin No. 48, "Transfers
of Nonmonetary Assets by Promoters and Shareholders" ("SAB No. 48") as will the
transfers with the Founding Practices. As a result, these transactions will
result in the carryover basis of assets and liabilities of USOC and Premier. In
the Merger, the outstanding capital stock of USOC and Premier will be
automatically converted into an aggregate of 1,750,000 shares of Common Stock
and 250,000 shares of Class B common stock. The stockholders of USOC and Premier
shall receive 70% and 30%, respectively, of the Common Stock and Class B common
stock issued as consideration in the Merger.

The following unaudited pro forma combined balance sheet gives effect to
the Merger, the Transfers and the Offering, and is based upon the historical
financial statements of OrthAlliance, Premier, USOC, and the Founding Practices
as a group.

The unaudited pro forma combined balance sheet gives effect as if such
events had occurred on March 31, 1997. The unaudited pro forma combined balance
sheet should be read in conjunction with other financial information, including
the financial statements of USOC, Premier and OrthAlliance, included elsewhere
in this Prospectus.

The Company will not employ orthodontists or control the practice of
orthodontics. As the Company will not be acquiring the future patient revenues
earned by the Founding Practices, the Transfers are not deemed to be business
combinations. In accordance with SAB No. 48 the Transfers will be accounted for
at the historical cost basis with the shares of common stock to be issued in
those transactions being valued at the historical cost of the nonmonetary assets
acquired net of liabilities assumed.

The unaudited pro forma combined balance sheet is presented for
illustrative purposes only and is not necessarily indicative of the operating
results or financial position that would have been achieved if the Transfers had
been consummated on the date indicated, nor is it necessarily indicative of the
future operating results of the Company.

F-31
<PAGE> 84

ORTHALLIANCE, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET

MARCH 31, 1997
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
COMBINED PRO POST
FOUNDING PRO FORMA FORMA OFFERING PRO FORMA
ORTHALLIANCE USOC PREMIER PRACTICES ADJUSTMENTS COMBINED ADJUSTMENTS AS ADJUSTED
------------ ------ ------- --------- ----------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash
equivalents.............. $ -- $ 315 $ 896 $ 3,337 $ (3,337)(2) $ 1,211 $ 6,356 $ 7,567
Patient receivables, net... -- -- -- 4,577 -- 4,577 -- 4,577
Unbilled patient
receivables, net......... -- -- -- 2,878 -- 2,878 -- 2,878
Deferred income taxes...... -- -- -- -- 1,619(3) 1,619 -- 1,619
Other current assets....... -- 2 -- 2,167 (1,736)(2) 433 -- 433
------ ------ ----- ------- -------- ------- -------- -------
Total current
assets............ -- 317 896 12,959 (3,454) 10,718 6,356 17,074
Equipment and improvements,
net...................... -- 30 24 5,584 (2,798)(2) 2,840 -- 2,840
Other assets............... -- -- 5 1,111 (1,111)(2) 5 -- 5
------ ------ ----- ------- -------- ------- -------- -------
Total assets......... $ -- $ 347 $ 925 $19,654 $ (7,363) $13,563 $ 6,356 19,919
====== ====== ===== ======= ======== ======= ======== =======
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Amounts drawn in excess of
cash..................... $ -- $ -- $ -- $ 219 $ (219)(2) $ -- -- --
Accounts payable and other
current liabilities...... -- 303 518 650 (650)(2) 821 -- 821
Patient prepayments........ -- -- -- 1,889 -- 1,889 -- 1,889
Payable to Founding
Practices................ -- -- -- -- 13,889(2) 13,889 (13,889) --
Deferred income taxes...... -- -- -- -- 215(3) 215 -- 215
Current portion of
long-term debt........... -- -- -- 1,833 (1,833)(2) -- -- --
------ ------ ----- ------- -------- ------- -------- -------
Total current
liabilities....... -- 303 518 4,591 11,402 16,814 (13,889) 2,925
Long-term debt, less
current portion.......... -- -- 1,000 3,218 (465)(2) 3,753 (3,753) --
------ ------ ----- ------- -------- ------- -------- -------
Total liabilities.... -- 303 1,518 7,809 10,937 20,567 (17,642) 2,925
------ ------ ----- ------- -------- ------- -------- -------
STOCKHOLDERS' EQUITY
OrthAlliance, Inc.:
Class A Common Stock
$.001 par value;
70,000,000 shares
authorized, one share
issued and
outstanding and
10,902,759 issued and
outstanding pro
forma................ -- -- -- -- -- -- 11 11
Class B Common Stock
$.001 par value;
250,000 shares
authorized, no shares
issued and
outstanding and
250,000 issued and
outstanding pro
forma................ -- -- -- -- -- -- --
Additional paid-in
capital................ -- -- -- -- 6,399(2) 6,295 23,987 30,282
(4,261)(1)
1,035(3)
3,122(1)
Warrants................. -- -- -- -- 590(1) 590 -- 590
Accumulated deficit...... -- -- -- -- (13,889)(2) (13,889) -- (13,889)
US Orthodontic Care, Inc.:
Common Stock; no par
value,
10,000,000 shares
authorized, 2,471,714
shares issued and
outstanding............ -- -- -- -- -- -- -- --
Additional paid-in
capital................ -- 3,122 -- -- (3,122)(1) -- -- --
Warrants................. -- 590 -- -- (590)(1) -- -- --
Accumulated deficit...... -- (3,668) -- -- 3,668(1) -- -- --
Premier Orthodontic Group,
Inc.:
Common Stock .001 par
value 3,000 shares
authorized; 100 shares
issued and
outstanding............ -- -- -- -- -- -- -- --
Additional paid-in
capital................ -- -- -- -- -- -- -- --
Accumulated deficit...... -- -- (593) -- 593(1) -- -- --
Combined Founding
Practices' Equity........ -- -- -- 11,845 (11,845)(2) -- -- --
------ ------ ----- ------- -------- ------- -------- -------
Total stockholders'
equity/deficit.... -- 44 (593) 11,845 (18,300) (7,004) 23,998 16,994
------ ------ ----- ------- -------- ------- -------- -------
Total liabilities and
stockholders'
equity/deficit.... $ -- $ 347 $ 925 $19,654 $ (7,363) $13,563 6,356 19,919
====== ====== ===== ======= ======== ======= ======== =======
</TABLE>

See accompanying notes to unaudited pro forma combined balance sheet.

F-32
<PAGE> 85

ORTHALLIANCE, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

The following is a summary of the adjustments reflected in the unaudited
combined pro forma balance sheet:

(1) USOC and Premier, pursuant to the Merger, will transfer their assets
and liabilities into OrthAlliance prior to the purchase and sale
agreements with the orthodontic practices. The stockholders of USOC
and Premier are considered promoters; therefore, this transfer will be
accounted for pursuant to SAB No. 48 as will the transfers with the
orthodontic practices. This transfer will result in a carryover basis
of the assets and liabilities of USOC and Premier. The assets to be
received by OrthAlliance generally include cash, other current assets,
equipment, other assets, and contract rights. The liabilities to be
assumed generally include accounts payable, accrued liabilities, and
notes payable. The historical cost basis will be their respective
carrying value on Premier's and USOC's respective balance sheet at the
date of transfer, except contract rights which have a historical cost
basis of zero.

In the Merger, the outstanding common stock of USOC and Premier will
be converted into an aggregate of 1,750,000 shares of Class A Common
Stock ("Common Stock") and 250,000 shares of Class B Common Stock
("Class B Common Stock") of the Company. Each share of USOC Common
Stock will convert into .496 shares of Common Stock and .071 shares of
Class B Common Stock. The 100 shares of Premier common stock will
convert into 525,000 shares of Common Stock and 75,000 shares of Class
B Common Stock. The USOC and Premier stockholders, respectively, will
receive an aggregate of 1,225,000 and 525,000 shares of Common Stock
and 175,000 and 75,000 shares of Class B Common Stock, respectively.

Premier is owned by certain individuals and Premier Orthodontic
Ventures, LLC ("POV LLC"). POV LLC has two classes of membership
interests, Class A and Class B. Immediately following completion of
the Offering, POV LLC intends to redeem all of its membership
interests. The redemption provisions require that POV LLC distribute
shares of Common Stock with a market value equal to two times the
Class B members' capital contribution, except with respect to one
Class B member who shall receive shares of Common Stock with a value
equal to three times his Class B capital contribution. The exact
number of shares of Common Stock to be distributed to the Class B
members will be determined by multiplying the capital contribution by
two (or three with respect to one Class B member) and dividing the
product thereof by the market price per share of the Common Stock. As
a result, the exact number of shares distributed to the Class B
members will vary according to the initial public offering price. All
shares of Common Stock held by POV LLC after redemption of the Class B
members' interest will be distributed pro rata to the Class A members
in accordance with their membership interests. All of the Class B
Common Stock received by POV LLC in the Merger shall be distributed
pro rata to the Class A members.

USOC had warrants for the purchase of 225,000 shares of common stock
outstanding prior to the Merger. Assuming the warrants are not
converted prior to the Merger, the warrants will convert in the Merger
into warrants of OrthAlliance with the right to acquire an equal
number of shares of Common Stock of OrthAlliance. USOC has recorded
compensation expense related to certain of these warrants at the date
of grant. OrthAlliance may need to record additional compensation
expense depending on the occurrence of certain events. Because the
value of the outstanding warrants is related to an initial public
offering, the intrinsic value of the USOC warrants has been
transferred to the Company's warrants.

(2) Reflects the issuance of 6,552,759 shares of Common Stock of the
Company and cash of $13,889,000 in exchange for certain operating
assets of the Founding Practices, and to remove certain assets,
liabilities and owners' equity not acquired as part of the Transfers,
based on an assumed Offering price of $11.00 per share. The Founding
Practices will receive up to twenty percent of their practice asset

F-33
<PAGE> 86

ORTHALLIANCE, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET

values in cash and the remainder in Common Stock. The assets purchased
and liabilities assumed from the Founding Practices reflected herein
are as follows (in thousands):

<TABLE>
<S> <C>
Billed patient receivables, net of allowances of $242....... $ 4,577
Unbilled patient receivables, net of allowances of $151..... 2,878
Other current assets........................................ 433
Equipment and improvements, net............................. 2,786
Patient prepayments......................................... 1,889
Long-term debt.............................................. 2,753
</TABLE>

(3) Reflects the establishment of deferred income taxes for tax deferred
issuance costs for the Company after the Transfers. Assuming
completion of the Transfers, management believes that it is more
likely than not that the deferred tax assets will be realized. The
Company incurred costs of approximately $4,000,000 from inception
through December 31, 1996 and approximately $600,000 in the first
quarter of 1997 related to issuance costs. These costs were expensed.
The Company will defer these costs beginning with the second quarter
of 1997.

F-34
<PAGE> 87

======================================================

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF COMMON STOCK OFFERED HEREBY
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, 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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 8
The Company........................... 14
Use of Proceeds....................... 15
Dividend Policy....................... 15
Dilution.............................. 16
Capitalization........................ 17
Selected Financial Data............... 18
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 19
Business.............................. 22
Management............................ 31
Certain Transactions.................. 36
Principal Stockholders................ 42
Description of Capital Stock.......... 43
Shares Eligible for Future Sale....... 46
Underwriting.......................... 49
Legal Matters......................... 51
Experts............................... 51
Additional Information................ 51
Index to Financial Statements......... F-1
</TABLE>

UNTIL , 1997 (FOR 25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

======================================================
======================================================

2,600,000 SHARES

LOGO ORTHALLIANCE

COMMON STOCK
-------------------
PROSPECTUS
-------------------
J.C.BRADFORD & CO.
, 1997

======================================================
<PAGE> 88

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table itemizes the expenses of this Offering to be incurred
by the Company in connection with this registration statement, other than
underwriting discounts and commissions. All the amounts shown are estimates
except the SEC registration fee, the NASD filing fee and the Nasdaq National
Market Application and Listing Fee.

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 8,667
Nasdaq National Market Application and Listing Fee.......... 47,917
NASD Filing Fee............................................. 4,000
Blue Sky Fees and Expenses.................................. 10,000
Accounting Fees and Expenses................................ 600,000
Legal Fees and Expenses..................................... 500,000
Printing and Engraving Costs................................ 270,000
Transfer Agent Fees and Expenses............................ 5,000
Miscellaneous............................................... 254,416
----------
Total............................................. $1,700,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Certificate provides that no director of the Company shall be liable
for breach of fiduciary duty as a director except for (i) any breach of the
director's duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; (iii) for willful or negligent violations of certain
provisions of the DGCL imposing certain requirements with respect to stock
repurchases, redemptions and dividends; or (iv) any transaction from which the
director derived an improper personal benefit. Pursuant to the Company's
Certificate and Bylaws, the Company is obligated to indemnify each of its
directors and officers to the fullest extent permitted by the DGCL. In addition,
the Bylaws obligate the Company to purchase and maintain insurance on behalf of
any director or officer of the Company against any liability asserted against
and incurred by such director or officer, whether or not the Company would have
the power to indemnify such officer or director against such liability under the
provisions of the DGCL.

Under Section 145 of the Delaware General Corporation Law (the "DGCL"), a
corporation may indemnify any of its directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with a threatened,
pending or completed action, suit or proceeding brought against him by reason of
the fact that he is or was a director or officer (i) if any such person acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and (ii) in connection with any criminal
action or proceeding if such person had no reasonable cause to believe such
conduct was unlawful. In actions brought by or in the right of the corporation,
however, Section 145 provides that no indemnification may be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of such person's duty
to the corporation unless, and only to the extent that, the Court of Chancery of
the State of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in review of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

The Underwriting Agreement will provide for the indemnification by the
Underwriters of the Company, each of the Company's directors, each of the
Company's officers who signs this Registration Statement and each person who
controls the Company within the meaning of the Securities Act, solely with
respect to information provided by the Underwriters for inclusion in this
Registration Statement.

II-1
<PAGE> 89

The Company intends to obtain insurance which provides general coverage for
its directors and executive officers in amounts to be determined. In addition,
the Company intends to obtain insurance coverage for its directors and executive
officers in amounts to be determined with respect to the Offering.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following information relates to securities of the Company issued or
sold within the past three years which were not registered under the Securities
Act:

(i) In October, 1996, the Company issued one share of Common Stock to
Sam Westover for $.01 per share;

(ii) Effective prior to the completion of the Offering, Premier
Orthodontic Group, Inc. ("Premier") and US Orthodontic Care, Inc. ("USOC")
will merge with and into the Company. As a result of the merger, holders of
Premier common stock will receive 525,000 shares of Common Stock and 75,000
shares of Class B Common Stock and holders of USOC Common Stock will
receive 1,225,000 shares of Common Stock and 175,000 shares of Class B
Common Stock;

(iii) Simultaneously with the completion of this Offering, the Company
will issue 6,552,759 shares of its Common Stock in connection with the
acquisition of the practice management or consulting rights to and certain
assets of the Founding Practices.

Each of these transactions was completed without registration of the
relevant security under the Securities Act in reliance upon the exemptions
provided by Section 4(2) of the Securities Act and the rules and regulations
promulgated thereunder on the basis that such transactions did not involve a
public offering, the purchasers were sophisticated with access to the kind of
information registration would provide and that such purchasers acquired such
securities without a view toward the distribution thereof.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
1.1 * -- Form of Underwriting Agreement
2.1 * -- Agreement and Plan of Merger between OrthAlliance, USOC and
Premier.
2.2 + -- Form of Purchase and Sale Agreement between OrthAlliance and
Founding Practices.
2.3 + -- Form of Agreement and Plan of Reorganization between
OrthAlliance and Founding Practices.
2.4 * -- Form of Purchase and Sale of Stock Agreement between
OrthAlliance and Founding Practices.
3.1 * -- Amended and Restated Certificate of Incorporation of the
Company.
3.2 * -- Amended and Restated Bylaws of the Company.
4.1 * -- Form of certificate evidencing ownership of Common Stock of
the Company.
5.1 * -- Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
regarding legality.
10.1 + -- Form of Service Agreement between OrthAlliance and Founding
Practices.
10.2 + -- Form of Consulting and Business Service Agreement between
OrthAlliance and Founding Practices.
10.3 * -- 1997 Non-Employee Director Stock Plan.
10.4 * -- 1997 Employee Stock Plan.
10.5 * -- Employment Agreement between the Company and Sam Westover.
10.6 * -- Consulting Agreement between the Company and Jonathan
Wilfong.
10.7 * -- Employment Agreement between the Company and Craig Hethcox.
10.8 + -- Form of Employment Agreement between Allied Orthodontist and
practice ownership entity.
10.9 + -- Letter Agreement dated April 18, 1997 between the Company
and Robert S. Chilton.
21.1 * -- List of subsidiaries of OrthAlliance.
23.1 * -- Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(contained in Exhibit 5.1 hereto).
23.2 -- Consent of Arthur Andersen LLP Independent Public
Accountants.
</TABLE>

II-2
<PAGE> 90

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
24.1+ -- Power of Attorney
27.1 -- Financial Data Schedule (for SEC use only).
99.1 * -- Consent of Drs. Durbin and Schmidt, Mr. Summers, Mr.
McKnight and Mr. Ellis to serve as directors.
</TABLE>

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

+ Previously filed.
* To be filed by amendment.

(b) Financial Statement Schedules

All schedules are omitted since the required information is not present in
amounts sufficient to require submission of the schedule, or because the
information required is included in the financial statements and notes hereto.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Representative to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 91

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Pre-Effective Amendment No. 3 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Torrance, State of California, on July 28, 1997.

OrthAlliance, Inc.

By: /s/ SAM WESTOVER
------------------------------------
Sam Westover
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Pre-Effective Amendment No. 3 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>

/s/ SAM WESTOVER Chief Executive Officer, July 28, 1997
- ----------------------------------------------------- President and Director
Sam Westover (principal executive
officer)

/s/ ROBERT S. CHILTON Chief Financial Officer July 28, 1997
- ----------------------------------------------------- (principal financial and
Robert S. Chilton accounting officer)

/s/ JONATHAN E. WILFONG* Director July 28, 1997
- -----------------------------------------------------
Jonathan E. Wilfong

/s/ RANDALL K. BENNETT, D.D.S.* Director July 28, 1997
- -----------------------------------------------------
Randall K. Bennett, D.D.S.

* Signed by Sam Westover pursuant to power of attorney previously filed.
</TABLE>

II-4
<PAGE> 92

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
<C> <C> <S> <C>
1.1* -- Form of Underwriting Agreement..............................
2.1* -- Agreement and Plan of Merger between OrthAlliance, USOC and
Premier.....................................................
2.2+ -- Form of Purchase and Sale Agreement between OrthAlliance and
Founding Practices. ........................................
2.3+ -- Form of Agreement and Plan of Reorganization between
OrthAlliance and Founding Practices. .......................
2.4* -- Form of Purchase and Sale of Stock Agreement between
OrthAlliance and Founding Practices. .......................
3.1* -- Amended and Restated Certificate of Incorporation of the
Company. ...................................................
3.2* -- Amended and Restated Bylaws of the Company. ................
4.1* -- Form of certificate evidencing ownership of Common Stock of
the Company. ...............................................
5.1* -- Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
regarding legality. ........................................
10.1+ -- Form of Service Agreement between OrthAlliance and Founding
Practices. .................................................
10.2+ -- Form of Consulting and Business Service Agreement between
OrthAlliance and Founding Practices. .......................
10.3* -- 1997 Non-Employee Director Stock Plan. .....................
10.4* -- 1997 Employee Stock Plan. ..................................
10.5* -- Employment Agreement between the Company and Sam
Westover. ..................................................
10.6* -- Consulting Agreement between the Company and Jonathan
Wilfong. ...................................................
10.7* -- Employment Agreement between the Company and Craig
Hethcox. ...................................................
10.8+ -- Form of Employment Agreement between Allied Orthodontist and
practice ownership entity. .................................
10.9+ -- Letter Agreement dated April 18, 1997 between the Company
and Robert S. Chilton. .....................................
21.1* -- List of subsidiaries of OrthAlliance. ......................
23.1* -- Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(contained in Exhibit 5.1 hereto). .........................
23.2 -- Consent of Arthur Andersen L.L.P. Independent Public
Accountants. ...............................................
24.1+ -- Power of Attorney...........................................
27.1 -- Financial Data Schedule (for SEC use only)..................
99.1* -- Consent of Drs. Durbin and Schmidt, Mr. Summers, Mr.
McKnight and Mr. Ellis to serve as directors. ..............
</TABLE>

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

+ Previously filed.
* To be filed by amendment.

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our firm) included in or made part of this
Registration Statement.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
July 25, 1997

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ORTHALLIANCE, INC. FOR THE TWO MONTHS ENDED DECEMBER 31,
1996 AND THE THREE MONTHS ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>

<S> <C> <C>
<PERIOD-TYPE> 2-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1996 MAR-31-1997
<PERIOD-START> OCT-21-1996 JAN-01-1997
<PERIOD-END> DEC-31-1996 MAR-31-1997
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0

</TABLE>