UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Safeguard Health Enterprises, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
786444109
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ____. (A fee is not required only if the
filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
* 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).
<PAGE>
Cusip 786444109 Page 2 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Partners, Inc.
36-3664388
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
408,200 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
408,200 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
408,200 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
12
TYPE OF REPORTING PERSON*
CO IA
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 786444109 Page 3 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Trust Company
36-3718331
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
118,743 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
118,743 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
118,743 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
12
TYPE OF REPORTING PERSON*
BK
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 786444109 Page 4 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Holdings, Inc.
36-3670610
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
408,200 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
408,200 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
408,200 shares (see item 4 hereof).
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 786444109 Page 5 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SBC Holding (USA), Inc.
13-3506524
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
408,200 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
408,200 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,200 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 786444109 Page 6 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Bank Corporation
13-5424347
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Swiss banking corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
408,200 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
408,200 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,200 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 786444109 Page 7 of 8
Item 1(a) Name of Issuer:
Safeguard Health Enterprises, Inc. (the "Company")
Item 1(b) Address of Issuer's Principal Executive
Offices:
505 N. Euclid Street
P.O. Box 3210
Anaheim, CA 92803-3210
Item 2(a) Name of Person Filing:
Brinson Partners, Inc.("BPI") is filing this statement on
behalf of itself, Brinson Trust Company ("BTC"), Brinson
Holdings, Inc. ("BHI"), SBC Holding (USA), Inc. ("SBCUSA")
and Swiss Bank Corporation ("SBC"). BTC is a wholly-owned
subsidiary of BPI. BPI is a wholly-owned subsidiary of BHI.
BHI is a wholly-owned subsidiary of SBCUSA. SBCUSA is a
wholly-owned subsidiary of SBC. Exhibit I hereto contains
the agreement of each of the parties hereto to file this
joint disclosure statement on Schedule 13G.
Item 2(b) Address of Principal Business:
Each of BPI, BTC and BHI's principal business office is
located at:
209 South LaSalle, Chicago, Illinois 60604-1295
SBCUSA's principal business office is located at:
222 Broadway, New York, NY 10038
SBC's principal business office is located at:
Aeschenplatz 6 CH-4002
Basel, Switzerland
Item 2(c) Citizenship:
BPI is a Delaware corporation.
BHI is a Delaware corporation.
BTC is an Illinois corporation.
SBCUSA is a Delaware corporation.
SBC is a Swiss banking corporation.
Item 2(d) Title of Class of Securities:
Common Stock (the "Common Stock")
Item 2(e) CUSIP Number:
786444109
Item 3 Type of Person Filing:
BPI is an Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940. BTC is a bank in
accordance with section 240.13d-1(b)(1)(ii)(B). BHI is a
Parent Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBCUSA is a Parent
Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBC is a Parent Holding
Company in accordance with section 240.13d-1(b)(1)(ii)(G) of
the Exchange Act.
Item 4 Ownership:
See Items 5-11 of the cover pages hereto. By virtue of
their corporate relationships described in Item 2 of
this Schedule 13G, SBC, SBCUSA, BHI and BPI may be
deemed to beneficially own and have the power to dispose
and vote or direct the disposition or voting of the
common stock held by BTC and BPI.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Not Applicable
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company:
See item 3 above
Item 8 Identification and Classification of Member of
the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
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.
<PAGE>
Cusip 786444109 Page 8 of 8
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.
Date: February 12, 1997
Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.
By:/s/ Mark F. Kemper
Mark F. Kemper
Assistant Secretary of the above Companies
SBC Holding (USA), Inc.
By: /s/Mario Cueni By:/s/ Mike Daly
Mario Cueni Mike Daly
Secretary Treasurer
Swiss Bank Corporation
By: /s/ Martin Weber By:/s/ Mario Cueni
Martin Weber Mario Cueni
Legal Adviser Managing Director
Legal Adviser
<PAGE>
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) of the Securities and Exchange
Commission, each of the parties hereto agrees that the
statement on Schedule 13G (including all amendments thereto)
with respect to the Common Stock of SAFEGUARD HEALTH
ENTERPRISES, INC. to which this agreement is attached is
filed by and on behalf of each such party and that any
amendment thereto will be filed on behalf of each such party.
Date: February 12, 1997
Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.
By:/s/ Mark F. Kemper
Mark F. Kemper
Assistant Secretary of the above Companies
SBC Holding (USA), Inc.
By: /s/Mario Cueni By:/s/ Mike Daly
Mario Cueni Mike Daly
Secretary Treasurer
Swiss Bank Corporation
By: /s/ Martin Weber By:/s/ Mario Cueni
Martin Weber Mario Cueni
Legal Adviser Managing Director
Legal Adviser
<PAGE>
DELEGATION OF AUTHORITY
I, Samuel W. Anderson, as Vice President and Secretary of
Brinson Holdings, Inc., Brinson Partners, Inc., and Brinson
Trust Company (collectively the "Companies"), hereby delegate
to Mark F. Kemper, as Assistant Secretary to the Companies,
all necessary power and authority to execute, on behalf of the
Companies, the following regulatory filings which the
Companies may from time to time be obligated to file:
Securities and Exchange Commission Forms 13F, 13G, 13D, 3, 4,
and 5; Department of the Treasury International Capital Form
S, and any other forms required in connection therewith.
Effective February 15, 1993
/s/ Samuel W. Anderson
Samuel W. Anderson
Vice President and Secretary
