UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Orthodontic Centers of America, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class Securities)
68750P103
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(CUSIP Number)
October 18, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 5 pages
CUSIP NO. 68750P103
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Bartholomew F. Palmisano, Sr.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization United States
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5. Sole Voting Power 2,931,907
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Number of
Shares Beneficially 6. Shared Voting Power 707,016
Owned by Each ----------------------------------------------------------
Reporting
Person With: 7. Sole Dispositive Power 2,931,907
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8. Shared Dispositive Power 707,016
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,638,923*
*Includes 707,016 shares held in trusts by a third party for the
benefit of the children of the reporting person. The filing of this
statement shall not be construed as an admission that the reporting
person is, for the purpose of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of
any securities covered by this statement.
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) N/A
11. Percent of Class Represented by Amount in Row (9) 7.1%
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12. Type of Reporting Person (See Instructions) IN
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Page 2 of 5 pages
ITEM 1.
(a) Name of Issuer: Orthodontic Centers of America, Inc.
(b) Address of Issuer's Principal Executive Offices:
3850 North Causeway Blvd, Suite 1040
Metairie, LA 70002
ITEM 2.
(a) Name of Person Filing: Bartholomew F. Palmisano, Sr.
(b) Address of Principal Business Office or, if none, Residence:
3850 North Causeway Blvd., Suite 1040
Metairie, LA 70002
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 68750P103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
N/A
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,638,923*
(b) Percent of class: 7.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,931,907
(ii) Shared power to vote or to direct the vote: 707,016
(iii) Sole power to dispose or to direct the disposition of:
2,931,907
(iv) Shared power to dispose or to direct the disposition of:
707,016
*Includes 707,016 shares held in trusts by a third party for the benefit of
the children of the reporting person. The filing of this statement shall
not be construed as an admission that the reporting person is, for the
purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended, the beneficial owner of any securities covered by this
statement.
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 [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
Page 3 of 5 pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
N/A
Page 4 of 5 pages
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 13, 2002
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Date
/s/ Bartholomew F. Palmisano, Sr.
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Signature
Bartholomew F. Palmisano, Sr.
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Name/Title
Page 5 of 5 pages