SAFEGUARD HEALTH ENTERPRISES INC
SC 13G, 1998-02-27
HOSPITAL & MEDICAL SERVICE PLANS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  SCHEDULE 13G

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                            
                            (AMENDMENT NO.      )*  
                                           -----


                   SAFEGUARD HEALTH ENTERPRISES, INC. (SFGD)
         -------------------------------------------------------------
                                (Name of Issuer)

                          COMMON STOCK $.01 PAR VALUE
         -------------------------------------------------------------
                        (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 1 of 3 Pages

<PAGE>
 
- -----------------------                                  ---------------------
  CUSIP NO. 786444109                   13G                PAGE 2 OF 3 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      
                     BAILEYS FAMILY TRUST   SS####-##-####

- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [_]
                     N/A                            
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
                     CALIFORNIA, USA

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5   
     NUMBER OF            700,767 
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6
                          150,000*
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7    
    REPORTING             700,767   
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8
                          150,000*
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9  
                          850,767

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
 
                          N/A
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11    
                          18.1%

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
                          CO

- ------------------------------------------------------------------------------
      * THE SHARES INDICATED UNDER ITEM 6 REPRESENT SHARES OF COMMON STOCK HELD
        BY THE ALVIN AND GERALDINE BAILEYS FOUNDATION, FOR WHICH THE TRUSTEE OF
        REPORTING PERSON IS AN OFFICER AND DIRECTOR, BUT FOR WHICH THE TRUSTEE
        OF THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP
      
<PAGE>
 
   (c)  Number of shares as to which such person has:

          (i) sole power to vote or to direct the vote
         (ii) shared power to vote or to direct the vote
        (iii) sole power to dispose or to direct the disposition of
         (iv) shared power to dispose or to direct the disposition of

Instruction:  For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).

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 [_].

Instruction:  Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

    If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such 
securities, a statement to that effect should be included in response to this 
item and, if such interest relates to more than five percent of the class, such 
person should be identified.  A listing of the shareholders of an investment 
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE 
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

    If a parent holding company has filed this schedule, pursuant to Rule 13d-1
(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the 
identity and the Item 3 classification of the relevant subsidiary.  If a parent 
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an 
exhibit stating the identification of the relevant subsidiary.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

    If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so 
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3 
classification of each member of the group.  If a group has filed this schedule 
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP
    
    Notice of dissolution of a group may be furnished as an exhibit stating the 
date of the dissolution and that all further filings with respect to 
transactions in the security reported on will be filed, if required, by members 
of the group, in their individual capacity.  See Item 5.

ITEM 10. CERTIFICATION

    The following certification shall be included if the statement is filed 
pursuant to Rule 13d-1(b):

    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.

                                   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 10, 1998
                                           ---------------------------------
                                                          Date

                                                /s/ GERALDINE P. BAILEYS
                                           ---------------------------------
                                                        Signature

                                             GERALDINE P. BAILEYS, TRUSTEE
                                           ---------------------------------
                                                        Name/Title


                               Page 3 of 3 pages



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