Edgar Filing: ORTHODONTIC CENTERS OF AMERICA INC /DE/





FORM 3


    UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C.  20549


    INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility

    Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940



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    1. Name and Address of Reporting Person*


    Tryforos, Thomas N.
    
    (Last)                      (First)                      (Middle)


    323 Railroad Avenue
    
    
    (Street)
    Greenwich,    CT   06830
    
    (City)                      (State)                      (Zip)
    



    2. Date of Event
Requiring Statement
    Month/Day/Year


    10/11/2002
    

    3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)
    





    4. Issuer Name andTicker or Trading Symbol


    ORTHODONTIC CENTERS OF AMERICA, INC.
OCA
    

    		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)


       Director  
    X 10% Owner
       Officer (give title below)    

    X Other (specify below)
    

    Description    
    Member of Section 13(d) Group
    

    

6. If Amendment,
    Date of Original
    (Month/Day/Year)


    


        7. Individual or Joint/Group
     Filing (Check Applicable Line)
    
X   Form filed by One Reporting Person
         Form filed by More than One Reporting Person







    Table I - Non-Derivative Securities Beneficially Owned






    1. Title of Security
    (Instr. 4)




    2. Amount of Securities Beneficially Owned

    (Instr.4)


    3. Ownership Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 5)



    4. Nature of Indirect Beneficial Ownership

    (Instr. 5)






	

    Common Stock, $.01 par value



2,071,500



I





 (1) By Idoya Partners






	

    Common Stock, $.01 par value



1,959,500



I

(2) By Prescott Associates

Common Stock, $.01 par value

(3) By Prescott International Partners

Common Stock, $.01 par value

(4) By Prescott Investors Profit Sharing Trust

Table II - Derivative Securities Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 4)

2. Date Exercisable(DE) and
Expiration Date(ED)
(Month/Day/Year)

3. Title and Amount of
Underlying Securities
(Instr. 4)

Title / Amount or Number of Shares

4. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security

(1) These shares are owned directly by Idoya Partners ("IP"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as a general partner of IP. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-1(a)(2)(ii)(B).

(2) These shares are owned directly by Prescott Associates ("PA"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as a general partner of PA. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-1(a)(2)(ii)(B).

(3) These shares are owned directly by Prescott International Partners ("PIP"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as a general partner of PIP. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-1(a)(2)(ii)(B).

(4) These shares are owned directly by Prescott Investors Profit Sharing Trust (("PIPST"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as a trustee of PIPST. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-8(b).