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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
AUGUST 21, 1996
SAFEGUARD HEALTH ENTERPRISES, INC.
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(Exact Name of registrant as specified in its charter)
DELAWARE 0-12050 52-1528581
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
505 NORTH EUCLID STREET, P. O. BOX 3210, ANAHEIM, CALIFORNIA 92803-3210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 778-1005
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ITEM 5. OTHER EVENTS
On August 21, 1996, Safeguard Health Enterprises, Inc. ("Enterprises" or
the "Company"), announced the execution of two (2) definitive agreements to
acquire all of the issued and outstanding stock of First American Dental
Benefits, Inc., dba American Dental Corporation ("First American"), a privately
held dental managed care company based in Dallas, Texas, and an affiliated
marketing entity.
The acquisition, which was initiated with the signing of a letter of intent
on July 11, 1996, is expected to be completed within the next several weeks.
The closing of the transaction is subject to certain conditions, including the
approval of the Texas Department of Insurance. It is anticipated that the
acquisition will add nearly Two Hundred Thousand (200,000) members to the
Company's existing Eight Hundred Eight Thousand (808,000) member base.
The terms and conditions of the acquisition, as well as other information,
will be disclosed in the Enterprises' Form 8-K Report pursuant to Item 2, to be
filed within fifteen (15) calendar days after the closing. The closing is
expected to occur within the next thirty (30) days.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SAFEGUARD HEALTH ENTERPRISES, INC.
By: STEVEN J. BAILEYS, D.D.S.
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STEVEN J. BAILEYS, D.D.S.,
Chairman of the Board, President, and Chief
Executive Officer
DATE: August 26, 1996 By: RONALD I. BRENDZEL
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RONALD I. BRENDZEL
Senior Vice President and Secretary
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EXHIBIT LIST
DOCUMENT EXHIBIT
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August 21, 1996 Press Release.......................................99(a)
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CONTACTS: Thomas C. Tekulve
Chief Financial Officer
(714) 758-4381
Gary S. Maier/Roger S. Pondel
Pondel Parsons & Wilkinson
(310) 207-9300
FOR IMMEDIATE RELEASE
SAFEGUARD SIGNS DEFINITIVE AGREEMENTS TO ACQUIRE
LEADING DENTAL MANAGED CARE COMPANY
ANAHEIM, CALIFORNIA--August 21, 1996 -- Safeguard Health Enterprises, Inc.
(Nasdaq-NMS:SFGD), today announced the signing of two definitive agreements to
acquire all the issued and outstanding stock of First American Dental Benefits,
Inc., dba American Dental Corporation, a privately held dental managed care
company based in Dallas, Texas, and an affiliated marketing entity.
The acquisition, which was initiated with the signing of a letter of intent on
July 11, 1996, is expected to be completed within the next several weeks. The
closing of the transaction is subject to certain conditions, including the
approval of the Texas Department of Insurance. It is anticipated that the
acquisition will add nearly 200,000 members to Safeguard's existing
808,000-member base. Additional terms
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were not disclosed.
"The acquisition of American Dental Corporation, coupled with our strong
financial results for the second quarter, solidly positions Safeguard for
continued revenue and membership growth," said Steven J. Baileys, D.D.S.,
chairman and chief executive officer of Safeguard. Net income for Safeguard's
second quarter ended June 30, 1996, as recently reported, rose 69 percent on a
revenue gain of 12 percent. "American Dental holds a dominant position in Texas
- - which is consistent with our objective to grow our business to become the
leader in each market we serve," Dr. Baileys added.
Safeguard is a multifaceted specialized health care marketing company providing
benefits to over 808,000 members in 12 states, enrolled in various managed
dental and vision care programs, indemnity dental and vision programs, and life
insurance products. In addition, the company provides administrative and
preferred provider organization services and owns and operates 32 dental offices
located throughout California. Safeguard contracts with approximately 3,000
client organizations and provides benefits through over 13,000 contracting
providers. The company's various products are sold through a network of
independent agents and a direct sales force.
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