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SCHEDULE 13G
(RULE 13D-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b) and (c)
and Amendments Thereto Filed Pursuant to Rule 13d-2(b).
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
Orthodontic Centers of America, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
68750P-10-3
---------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 68750P-10-3 13G PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gasper Lazzara, Jr.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
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SOLE VOTING POWER
5
NUMBER OF 4,928,535
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
None.
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 4,928,535
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
None.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,928,535
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
10.6%
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TYPE OF REPORTING PERSON*
12
IN
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons. Furnish the
full legal name of each person for whom the report is filed (i.e., each
person required to sign the schedule itself) including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory. (See
"Special Instructions For Complying With Schedule 13G," below.)
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and such membership is expressly affirmed, please check
row 2(a). If the membership in a group is disclaimed or the reporting
person describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) (unless a joint filing pursuant
to Rule 13d-1(e)(1) in which case it may not be necessary to check row
2(b)).
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization. Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned by Each Reporting Person, etc.
Rows (5) through (9) inclusive, and (11) are to be completed in accordance
with the provisions of Item 4 of Schedule 13G. All percentages are to be
rounded off to the nearest 10th (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.
(12) Type of Reporting Person. Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and place
the appropriate symbol on the form:
Category Symbol
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Broker-Dealer........................ BD
Bank................................. BK
Insurance Company.................... IC
Investment Company................... IV
Investment Advisor................... IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund.................... EP
Parent Holding Company............... HC
Corporation.......................... CO
Partnership.......................... PN
Individual........................... IN
Other................................ OO
Notes. Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross-references to
an item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act, or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes, or in
connection with litigation involving the federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the federal securities laws and rules
promulgated thereunder.
ITEM 1(A) Name of Issuer: Orthodontic Centers of America, Inc.
ITEM 1(B) Address of Issuer's Principal Executive Offices: 5000 Sawgrass
Village, Suite 25, Ponte Vedra Beach, Florida 32082
ITEM 2(A) Name of Person Filing: Gasper Lazzara, Jr.
ITEM 2(B) Address of Principal Business Office or, if None, Residence: 5000
Sawgrass Village, Suite 25, Ponte Vedra Beach, Florida 32082
ITEM 2(C). Citizenship: United States
ITEM 2(D). Title of Class of Securities: Common Stock
ITEM 2(E). CUSIP Number: 68750P-10-3
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a). [_] Broker or Dealer registered under Section 15 of the Act;
(b). [_] Bank as defined in Section 3(a)(6) of the Act;
(c). [_] Insurance Company as defined in Section 3(a)(19) of the
Act;
(d). [_] Investment Company registered under Section 8 of the
Investment Company Act;
(e). [_] Investment Advisor registered under Section 203 of the
Investment Advisers Act of 1940;
(f). [_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974, or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
(g). [_] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G) (Note. See Item 7);
(h). [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable.
ITEM 4. OWNERSHIP.
If the percent of the class owned, as of December 31, of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five percent,
provide the following information as of that date and identify those
shares which there is a right to acquire.
(a) Amount beneficially owned: 4,928,535
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(b) Percent of class: 10.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote - 4,928,535
(ii) Shared power to vote or to direct the vote - None
(iii) Sole power to dispose or to direct the disposition of -
4,928,535
(iv) Shared power to dispose or to direct the disposition of -
None
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see Rule 13d-
3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [_].
Not applicable.
Instruction. Dissolution of a group requires a response to this
item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identification of the re levant subsidiary.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to Rule 13d-
1(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identity of each member of the group.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. (See Item 5.)
Not applicable.
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ITEM 10. CERTIFICATION.
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect."
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 11, 1998
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(Date)
/s/ GASPER LAZZARA, JR. D.D.S.
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(Signature)
Gasper Lazzara, Jr., D.D.S.
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(Name and Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
