<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1999, or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to _________.
COMMISSION FILE NO.: 000-25256
ORTHODONTIC CENTERS OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 72-1278948
-------- ----------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
5000 SAWGRASS VILLAGE CIRCLE, SUITE 25
PONTE VEDRA BEACH, FLORIDA 32082
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 280-4500
--------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
COMMON STOCK, $.01 PAR VALUE PER SHARE NEW YORK STOCK EXCHANGE
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE PER SHARE
--------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the shares of the Registrant's Common Stock
held by non-affiliates of the Registrant on March 23, 2000 was
approximately $745,612,977, based upon the closing price per share of the
Registrant's Common Stock as reported on the New York Stock Exchange on
March 23, 2000. As of March 23, 2000, there were 48,363,907 outstanding
shares of the Registrant's Common Stock.
(cover page continued on next page)
<PAGE> 2
(cover page continued)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement relating to the Annual
Meeting of Stockholders of the Registrant to be held during 2000 are
incorporated by reference into Part III of this Report.
EXPLANATORY NOTE
This amendment on Form 10-K/A amends the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999 to include financial statements
required by Form 11-K for the Registrant's 401(k) Profit Sharing Plan, in
accordance with Rule 15(d)-21 under the Securities Exchange Act of 1934, as
amended, and to reflect certain changes to Item 14 of Part IV.
<PAGE> 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Index to Consolidated Financial Statements, Financial Statement
Schedules and Exhibits
(1) FINANCIAL STATEMENTS:
The following consolidated financial statements of the Company were
previously included in Appendix A to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999:
<TABLE>
<S> <C>
Report of Independent Auditors................................................................A-1
Consolidated Balance Sheets
December 31, 1999 and 1998....................................................................A-2
Consolidated Statements of Income - Years Ended
December 31, 1999, 1998 and 1997..............................................................A-4
Consolidated Statements of Equity - Years Ended
December 31, 1999, 1998 and 1997..............................................................A-5
Consolidated Statements of Cash Flows - Years Ended
December 31, 1999, 1998 and 1997..............................................................A-6
Notes to Consolidated Financial Statements -
December 31, 1999.............................................................................A-7
The following financial statements of the Company's 401(k) Profit
Sharing Plan are included in Appendix B to this Amendment on Form
10-K/A-1:
Report of Independent Auditors................................................................B-1
Statement of Net Assets Available for Benefits
December 31, 1999 and 1998....................................................................B-2
Statements of Changes in Net Assets Available for Benefits - Years Ended
December 31, 1999, 1998 and 1997..............................................................B-3
Notes to Financial Statements
December 31, 1999.............................................................................B-4
Supplemental Schedule
Schedule G, Part III--Nonexempt Transactions..................................................B-9
Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of
Year.........................................................................................B-10
</TABLE>
2
<PAGE> 4
(2) FINANCIAL STATEMENT SCHEDULE:
All schedules are omitted, because they are not applicable or not
required, or because the required information is included in the Company's
consolidated financial statements or notes thereto.
(3) EXHIBITS:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
3.1 -- Bylaws of the Registrant (1)
3.2 -- Restated Certificate of Incorporation of the Registrant (2)
4.1 -- Specimen Stock Certificate (1)
10.1 -- Form of Service Agreement (confidential treatment granted as
to a portion of the agreement) (1)
10.2 -- Form of Management Agreement (confidential treatment granted
as to a portion of the agreement) (1)
10.3 -- Form of Consulting Agreement (1)
10.4 -- Employment Agreement, dated as of November 21, 1994, between
the Registrant and Gasper Lazzara, Jr., D.D.S. (1)
10.5 -- Employment Agreement, dated as of November 21, 1994, between
the Registrant and Bartholomew F. Palmisano, Sr. (1)
10.6 -- Orthodontic Centers of America, Inc. 1994 Incentive Stock
Plan (1)
10.7 -- Orthodontic Centers of America, Inc. 1994 Non-Qualified
Stock Option Plan for Non-Employee Directors (1)
10.8 -- First Union National Bank Defined Contribution Master Plan
and Trust Agreement, and Adoption Agreement relating
thereto, between the Registrant and First Union National
Bank (1)
10.9 -- Orthodontic Centers of America, Inc. 1995 Restricted Stock
Option Plan (3)
10.10 -- Orthodontic Centers of America, Inc. 1996 Employee Stock
Purchase Plan (4)
10.11 -- Orthodontic Centers of America, Inc. 1997 Key Employee Stock
Purchase Plan Participation Agreement, dated as of November
5, 1997, between the Registrant and Michael C. Johnsen (5)
10.12 -- Orthodontic Centers of America, Inc. 1997 Key Employee Stock
Purchase Plan Participation Agreement, dated as of November
5, 1997, between the Registrant and Bartholomew F.
Palmisano, Jr. (6)
10.13 -- Revolving Credit and Security Agreement, dated as of October
8, 1998, among the Registrant and certain subsidiaries of
the Registrant, as Borrowers, the Lenders named therein,
First Union National Bank, as Agent, Bank of America, FSB,
as Documentation Agent, and Citibank, N.A., as Syndication
Agent (6)
21.1 -- List of subsidiaries of the Registrant *
23.1 -- Consent of Ernst &Young LLP *
23.2 -- Consent of Ernst & Young LLP (filed herewith)
27.1 -- Financial Data Schedule *
--------------------
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration Statement No. 33-85326.
(2) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-3, Registration Statement No. 333-36799.
(3) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
3
<PAGE> 5
(4) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
(5) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.
(6) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998.
* Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1999.
The following is a list of all executive compensation plans and
arrangements filed as exhibits to this Annual Report on Form 10-K:
1. Employment Agreement, dated as of November 21, 1994, between the
Registrant and Gasper Lazzara, Jr., D.D.S. (Exhibit 10.4)
2. Employment Agreement, dated as of November 21, 1994, between the
Registrant and Bartholomew F. Palmisano, Sr. (Exhibit 10.5)
3. Orthodontic Centers of America, Inc. 1994 Incentive Stock Plan (Exhibit
10.6)
4. First Union National Bank Defined Contribution Master Plan and Trust
Agreement, and Adoption Agreement relating thereto, between the Registrant and
First Union National Bank (Exhibit 10.8)
5. Orthodontic Centers of America, Inc. 1996 Employee Stock Purchase Plan
(Exhibit 10.10)
6. Orthodontic Centers of America, Inc. 1997 Key Employee Stock Purchase
Plan Participation Agreement, dated as of November 5, 1997, between the
Registrant and Michael C. Johnsen (Exhibit 10.11)
7. Orthodontic Centers of America, Inc. 1997 Key Employee Stock Purchase
Plan Participation Agreement, dated as of November 5, 1997, between the
Registrant and Bartholomew F. Palmisano, Jr. (Exhibit 10.12)
(b) Reports on Form 8-K
No current reports on Form 8-K were filed during the fourth quarter of
1999.
4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ORTHODONTIC CENTERS OF AMERICA, INC.
DATE: June 29, 2000 By: /s/ Bartholomew P. Palmisano, Jr.
----------------------------------------
Bartholomew F. Palmisano, Jr.
Chief Financial Officer
5
<PAGE> 7
Financial Statements and
Supplemental Schedules
Orthodontic Centers of America, Inc.
401(k) Profit Sharing Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
6
<PAGE> 8
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Financial Statements and
Supplemental Schedules
Years ended December 31, 1999 and 1998
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors...............................................B-1
Audited Financial Statements
Statements of Net Assets Available for Benefits..............................B-2
Statements of Changes in Net Assets Available for Benefits...................B-3
Notes to Financial Statements ...............................................B-4
Supplemental Schedules
Schedule G, Part III--Nonexempt Transactions.................................B-9
Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes
at End of Year..........................................................B-10
</TABLE>
<PAGE> 9
Report of Independent Auditors
The Plan Administrator
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1999 and nonexempt transactions
for the year then ended are presented for purposes of additional analysis and
are not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ ERNST & YOUNG LLP
New Orleans, Louisiana
June 16, 2000
B-1
<PAGE> 10
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Investments, at fair value:
Common collective trust funds $2,986,271 $1,680,949
Mutual fund 1,092,481 753,393
Employer security 76,081 71,532
---------- ----------
Total investments 4,154,833 2,505,874
Contributions receivable:
Participants 22,754 32,906
Employer 2,305 5,064
---------- ----------
Total contributions receivable 25,059 37,970
---------- ----------
Net assets available for benefits $4,179,892 $2,543,844
========== ==========
</TABLE>
See accompanying notes.
B-2
<PAGE> 11
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
------------ ------------
<S> <C> <C>
ADDITIONS
Investment income:
Net appreciation in fair value of common collective trust
funds $ 322,818 $ 235,773
Net appreciation in fair value of mutual fund 131,039 67,288
Net appreciation (depreciation) in fair value of employer security
(30,299) 8,739
----------- -----------
423,558 311,800
Contributions:
Participants 1,084,466 765,979
Employer 256,397 188,985
----------- -----------
1,340,863 954,964
Rollovers from other plans 55,773 101,990
----------- -----------
Total additions 1,820,194 1,368,754
DEDUCTIONS
Benefit payments 184,146 184,187
----------- -----------
Net increase 1,636,048 1,184,567
Net assets available for benefits:
Beginning of year 2,543,844 1,359,277
----------- -----------
End of year $ 4,179,892 $ 2,543,844
=========== ===========
</TABLE>
See accompanying notes.
B-3
<PAGE> 12
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF THE PLAN
The following description of the Orthodontic Centers of America, Inc. 401(k)
Profit Sharing Plan (the Plan) provides only general information. Participants
should refer to the Orthodontic Centers of America, Inc. plan agreement for a
more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering employees of Orthodontic
Centers of America, Inc. (the Company) who have attained the age of 21 and one
year of service. Orthodontists and leased employees are not eligible to
participate in the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants may contribute up to 15% of their total compensation.
Matching contributions by the Company are discretionary. The matching
contribution for 1999 and 1998 was 40% of each participant's contribution,
limited to $600. In addition to matching contributions, the Company may make
additional discretionary contributions, although it made no such contributions
in 1999 or 1998.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employer and employee
contributions in any of four investment options: (1) Stable Group Trust
Portfolio, (2) Enhanced Stock Market Fund, (3) Evergreen Select Balanced Fund,
and (4) Orthodontic Centers of America, Inc. Company Stock Fund (employer
security).
VESTING
Participants vest immediately in their contributions. Participants vest in the
Company's contributions after five years of service.
B-4
<PAGE> 13
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
BENEFIT PAYMENTS
Upon retirement, termination of employment with the Company, or death,
participants or their beneficiaries receive the total balance of their accounts
in the form of a lump-sum payment. A participant may withdraw all or a portion
of his account in the event of financial hardship, as defined in the Plan.
PRIORITIES UPON TERMINATION
Although the Company has not expressed any intent to do so, the Company may
discontinue its contribution or the Plan may be terminated subject to the
provisions of ERISA at the Company's option. If the Plan should be terminated,
the net assets available for plan benefits shall be liquidated. Amounts credited
to the accounts of participants shall become fully vested and nonforfeitable as
of the date of such termination.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting. Benefits are recorded when paid.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes and schedules. Actual results could differ from those
estimates.
B-5
<PAGE> 14
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS
The Plan's funds are invested in common collective trust funds and a mutual fund
for which the trustee and custodian is First Union National Bank of North
Carolina (First Union). The Plan also invests in Orthodontic Centers, Inc.
common stock, which is held in a separate Common Stock Trust. The trustee of the
Common Stock Trust is a representative of the Company, and the custodian is
First Union. Investments in common collective trust funds are carried at the
Plan's pro rata interest in the fair value of the fund's net assets, as
determined by the custodian on the last business day of the year. Investments in
the mutual fund and Orthodontic Centers of America, Inc. common stock are valued
at quoted market prices on the last business day of the year.
ADMINISTRATIVE EXPENSES
The Company pays all of the administrative costs of the Plan.
RECLASSIFICATIONS
Certain amounts in the 1998 financial statements have been reclassified to
conform to the current year presentation.
3. INVESTMENTS
The following table represents participant-directed investments that represent
5% or more of the Plan's net assets.
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------------- -----------------
<S> <C> <C>
First Union National Bank of North Carolina - Enhanced Stock Market
Fund $1,924,281 $1,112,026
First Union National Bank of North Carolina - Stable Group Trust
Portfolio 1,061,990 568,923
Evergreen Select Balanced Fund 1,092,481 753,393
</TABLE>
B-6
<PAGE> 15
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Notes to Financial Statements (continued)
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits at
December 31, 1999 per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
----------- ------------
<S> <C> <C>
Net assets available for benefits per the financial
statements $ 4,179,892 $ 2,543,844
Less amounts recorded as contributions receivable (25,059) (37,970)
----------- ------------
Net assets available for benefits per the Form 5500 $ 4,154,833 $ 2,505,874
=========== ============
</TABLE>
The following is a reconciliation of contributions to the Plan for the year
ended December 31, 1999 per the financial statements to the Form 5500:
<TABLE>
<S> <C>
Contributions per the financial statements $ 1,340,863
Less current year contributions receivable (25,059)
Add prior year contributions receivable 37,970
-----------
Contributions per the Form 5500 $ 1,353,774
===========
</TABLE>
Differences between the financial statements and the Form 5500 are due to the
preparation of the financial statements using the accrual basis and the
preparation of the Form 5500 using the cash basis.
5. FORFEITURES
As of December 31, 1999 and 1998, there were approximately $650 and $15,900,
respectively, of forfeited nonvested accounts. Forfeitures are used to reduce
employer contributions in the year following the forfeiture.
B-7
<PAGE> 16
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Notes to Financial Statements
6. TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated March 16, 1999, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the Code) and, therefore, the related trust is exempt
from taxation. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Company believes the Plan is
being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is
tax-exempt.
B-8
<PAGE> 17
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Schedule G, Part III--Nonexempt Transactions
EIN: 72-1278948 PN: 001
Year ended December 31, 1999
<TABLE>
<CAPTION>
RELATIONSHIP TO
PLAN, EMPLOYER DESCRIPTION CURRENT
OR OTHER OF COST OF VALUE NET
IDENTITY OF PARTY INVOLVED PARTY-IN-INTEREST TRANSACTION ASSET* OF ASSET GAIN**
------------------------------- ---------------------- --------------------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Orthodontic Centers of America, Employer/Plan Sponsor Failure to timely remit $ 78,167 $ 78,602 $ 435
Inc. salary deferrals for the
payroll periods ending
March 26, 1999, April 2,
1999, May 21, 1999 and
May 28, 1999
</TABLE>
*REPRESENTS THE EMPLOYEE AND EMPLOYER CONTRIBUTIONS WHICH WERE NOT REMITTED
TIMELY.
**REPRESENTS INTEREST FOR THE USE OF THE AMOUNT INVOLVED. THE COMPANY IS IN THE
PROCESS OF COMPLETING FORM 5330 TO BE FILED WITH THE IRS IN CONNECTION WITH
THIS TRANSACTION.
B-9
<PAGE> 18
Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan
Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes
at End of Year
EIN: 72-1278948 PN: 001
December 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
---------------------------- ------------------------- -----------
<S> <C> <C>
Common Collective Trust Funds:
First Union National Bank of North
Carolina - Enhanced Stock
Market Fund* 22,390 units $ 1,924,281
First Union National Bank of North
Carolina - Stable Group
Trust Portfolio* 19,579 units 1,061,990
Mutual Fund:
Evergreen Select Balanced Fund 46,365 units 1,092,481
Employer Security:
Orthodontic Centers of America, Inc.
Company Stock Fund* 6,404 shares 76,081
-----------
$ 4,154,833
===========
</TABLE>
* - INDICATES PARTY-IN-INTEREST TO THE PLAN.
B-10
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
3.1 -- Bylaws of the Registrant (1)
3.2 -- Restated Certificate of Incorporation of the Registrant (2)
4.1 -- Specimen Stock Certificate (1)
10.1 -- Form of Service Agreement (confidential treatment granted as
to a portion of the agreement) (1)
10.2 -- Form of Management Agreement (confidential treatment granted
as to a portion of the agreement) (1)
10.3 -- Form of Consulting Agreement (1)
10.4 -- Employment Agreement, dated as of November 21, 1994, between
the Registrant and Gasper Lazzara, Jr., D.D.S. (1)
10.5 -- Employment Agreement, dated as of November 21, 1994, between
the Registrant and Bartholomew F. Palmisano, Sr. (1)
10.6 -- Orthodontic Centers of America, Inc. 1994 Incentive Stock
Plan (1)
10.7 -- Orthodontic Centers of America, Inc. 1994 Non-Qualified
Stock Option Plan for Non-Employee Directors (1)
10.8 -- First Union National Bank Defined Contribution Master Plan
and Trust Agreement, and Adoption Agreement relating
thereto, between the Registrant and First Union National
Bank (1)
10.9 -- Orthodontic Centers of America, Inc. 1995 Restricted Stock
Option Plan (3)
10.10 -- Orthodontic Centers of America, Inc. 1996 Employee Stock
Purchase Plan (4)
10.11 -- Orthodontic Centers of America, Inc. 1997 Key Employee Stock
Purchase Plan Participation Agreement, dated as of November
5, 1997, between the Registrant and Michael C. Johnsen (5)
10.12 -- Orthodontic Centers of America, Inc. 1997 Key Employee Stock
Purchase Plan Participation Agreement, dated as of November
5, 1997, between the Registrant and Bartholomew F.
Palmisano, Jr. (6)
10.13 -- Revolving Credit and Security Agreement, dated as of October
8, 1998, among the Registrant and certain subsidiaries of
the Registrant, as Borrowers, the Lenders named therein,
First Union National Bank, as Agent, Bank of America, FSB,
as Documentation Agent, and Citibank, N.A., as Syndication
Agent (6)
21.1 -- List of subsidiaries of the Registrant *
23.1 -- Consent of Ernst &Young LLP *
23.2 -- Consent of Ernst & Young LLP (filed herewith)
27.1 -- Financial Data Schedule *
</TABLE>
--------------------
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration Statement No. 33-85326.
(2) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-3, Registration Statement No. 333-36799.
(3) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
(4) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
(5) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.
(6) Incorporated by reference to exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998.
* Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1999.
