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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
SAFEGUARD HEALTH ENTERPRISES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
786444109
(CUSIP Number)
DAVID K. MEYERCORD, ESQ.
STRASBURGER & PRICE, L.L.P.
901 MAIN STREET, SUITE 4300
DALLAS, TEXAS 75202
(214) 651-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 9, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
CUSIP NO. 786444109
<TABLE>
<S> <C> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JACK R. ANDERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 183,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 100,000
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 183,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH: 100,000
- -----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON*
IN
- -------------- --------------------------------------------------------------------------------------------------------------------
</TABLE>
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ITEM 1. SECURITY AND ISSUER.
Common Stock, $.01 par value.
SafeGuard Health Enterprises, Inc.
95 Enterprise
Aliso Viejo, California 92656
ITEM 2. IDENTITY AND BACKGROUND.
This amendment is filed by Jack R. Anderson. On June 29, 1999,
SafeGuard Health Enterprises, Inc. (the " Issuer") entered into a Debenture and
Note Purchase Agreement, dated June 29, 1999 (as amended, the "Purchase
Agreement') with CAI Partners & Company II, Limited Partnership ("CAI"), CAI
Capital Partners II, Limited Partnership ("CAI Capital") and Jack R. Anderson
(collectively the "Purchasers") relating to the purchase of convertible
debentures, preferred stock, notes and warrants of the Issuer. The Purchase
Agreement was terminated by the Purchasers on February 9, 2000. This amendment
is filed because the rights of the Purchasers to acquire beneficial ownership of
5,000,000 shares of Common Stock of the Issuer pursuant to the Purchase
Agreement have been terminated.
(a) Name of Reporting Person -- Jack R. Anderson
(b) Business Address --
16475 Dallas Parkway, Suite 735
Addison, Texas 77001
(c) Principal occupation --
Private investor
(d) Criminal Convictions -- none
(e) Injunctions with respect to federal or state securities laws
-- none
(f) Citizenship -- U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This amendment is filed because of the termination of the Purchase
Agreement described in Item 2 above. The shares of Common Stock reflected on
this amendment as beneficially owned by Jack R. Anderson were acquired with
personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Mr. Anderson does not have any plans or proposals to acquire any
additional securities of the Issuer or to dispose of any securities of the
Issuer.
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(b) Mr. Anderson does not have any plans or proposals involving any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries.
(c) Mr. Anderson does not have any plans or proposals involving the
sale or transfer of a material amount of the assets of the Issuer and of its
subsidiaries.
(d) Mr. Anderson has no plans to change the number or term of directors
of the Issuer or to fill any existing vacancies on the board of directors of the
Issuer.
(e) Mr. Anderson has no plans or proposals to make any material change
in the present capitalization of the Issuer or dividend policy of the Issuer.
(f) Mr. Anderson does not have any plans or proposals to make any other
material change in the Issuer's business or corporate structure.
(g) Mr. Anderson does not have any plans or proposals to make any
changes in the Issuer's charter, bylaws or instruments corresponding thereto
which may impede the acquisition of control of the Issuer by any person.
(h) Mr. Anderson does not have any plans or proposals to cause a class
of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association.
(i) Mr. Anderson does not have any plans or proposals to cause any
class of equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Act of 1934.
(j) Mr. Anderson does not have any plans or proposals to take any
action similar to any of the items discussed above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of October 19, 1999, the Issuer had 4,747,498 shares of common stock
outstanding.
Mr. Anderson currently beneficially owns 283,000 shares of common stock
of the Issuer of which (a) 183,000 shares are owned directly by Mr. Anderson of
which he has sole voting and dispositive power and (b) 100,000 shares owned by
his spouse as separate property as to which Mr. Anderson disclaims beneficial
ownership but which are reflected in this report as beneficially owned with
shared voting and dispositive power. The 283,000 shares shown as currently
beneficially owned by Mr. Anderson represent approximately 5.96% of the
currently issued and outstanding shares of common stock of the Issuer.
Mr. Anderson has not effected any transaction involving shares of
common stock of the Issuer at any time since more than 60 days prior to the date
of this report.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, agreements, understandings or relationships
among the persons named in Item 2 or between such persons and any person with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There are no exhibits to this report.
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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 15, 2000 /s/ Jack R. Anderson
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Signature
Jack R. Anderson
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Name/Title
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