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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. 4
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)
JULY 24, 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
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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 3,067,615
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 100,000
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,067,615
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PERSON 10 SHARED DISPOSITIVE POWER
WITH: 100,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,167,615
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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)
9.1%
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14 TYPE OF REPORTING PERSON*
IN
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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 March 1, 2000,
SafeGuard Health Enterprises, Inc. (the "Issuer") entered into a Term Sheet
Agreement, dated March 1, 2000 (the "Term Sheet Agreement") with CAI Partners &
Company II, Limited Partnership ("Partners"), CAI Capital Partners & Company II,
Limited Partnership ("Capital Partners"), Jack R. Anderson ("Mr. Anderson"),
Silicon Valley Bank ("Bank"), John Hancock Mutual Life Insurance Company and the
other holders of the 7.91% Senior Notes of the Issuer due September 30, 2005
(collectively, "Hancock"), and Steven J. Baileys, D.D.S. ("Baileys") (Partners,
Capital Partners, CAI Capital Partners & Company II-C, Limited Partnership, an
affiliate of Partners and Capital Partners which has acquired certain rights of
Partners and Capital Partners under the Agreement by an assignment ("CP II-C"),
Mr. Anderson and Baileys being collectively referred to herein as the
"Investors") relating to the lending of funds by the Investors to the Issuer and
the subsequent conversion of such loans and other loans to the Company into
Convertible Preferred Stock and Convertible Notes of the Issuer. On July 24,
2000, Bank agreed to sell the indebtedness of the Issuer owed to Bank subject to
the terms of the Term Sheet Agreement, to the Investors and certain other
parties pursuant to a Loan Document Purchase and Assignment Agreement dated June
30, 2000 (the "Agreement"). This amendment is filed because of the voting
securities of the Issuer that Mr. Anderson has a right to acquire pursuant to
the Agreement as set forth below in this report.
(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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This amendment is filed because of the execution of the Agreement
described in Item 2 above and covers shares of Common Stock of the Issuer
issuable upon the full conversion of all loans, preferred stock and notes to be
acquired pursuant to the Agreement by Mr. Anderson. 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.
On July 24, 2000, Bank entered into the Agreement dated June 30, 2000,
with Partners, Capital Partners, CP II-C, Mr. Anderson, a trust controlled by
Baileys and others.
The purpose of the transaction is a purchase of the indebtedness owed
to Bank by the Issuer, subject to the terms of the Term Sheet Agreement by the
Investors and others.
(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.
(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) The board of directors of the Issuer presently consists of six
members. Pursuant to the Agreement, at the closing, the board of directors of
the Issuer is to consist of seven members, of which four will be individuals
designated by the owners of the Investor Senior Loan (as defined in the Term
Sheet Agreement), the Series A Preferred Stock and Series A Convertible Notes,
as applicable. In addition, Mr. Anderson is currently 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.
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(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.
This amendment covers shares of Common Stock of the Issuer issuable
upon the full conversion of all loans, preferred stock and notes to be acquired
pursuant to the Agreement by Mr. Anderson.
As of April 30, 2000, the Issuer had 4,747,498 shares of common stock
outstanding. In the transactions contemplated by the Agreement, assuming full
conversion of the Investor Senior Loan and Series A, B, and D Convertible Notes,
the Series A, B, C and D Preferred Stock to be issued will collectively be
convertible into 30,000,000 shares of Common Stock of the Issuer. As a result,
after the purchase transaction and assuming the conversion of all such preferred
stock to be issued in the purchase transaction, there will be 34,747,498 shares
of Common Stock outstanding (based on the number of shares of common stock of
the Issuer outstanding as of April 30, 2000).
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.
After the consummation of the transactions contemplated by the Term
Sheet Agreement and Agreement and assuming full conversion of all loans,
preferred stock and notes, Mr. Anderson will own an additional 2,884,615 shares
of Common Stock of the Issuer. These 2,884,615 shares, along with the 283,000
shares already beneficially owned by Mr. Anderson, would aggregate to 3,167,615
shares of Common Stock, which would represent approximately 9.1% of the shares
of Common Stock of the Issuer outstanding after full conversion of all the
loans, preferred stock and notes described in the Term Sheet Agreement and
Agreement.
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.
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, except for a Shareholders' Agreement to
be executed by the Investors, Bank, Hancock and the Issuer upon consummation of
the transactions contemplated by the Term Sheet Agreement and Agreement. The
Shareholders'
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Agreement relates to a voting agreement consistent with the terms of the Term
Sheet Agreement and certain drag-along rights for Partners, Capital Partners, CP
II-C and Mr. Anderson.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as an exhibit to this report:
1. Term Sheet Agreement dated March 1, 2000, by and among the Issuer, the
Investors, Bank and Hancock.
2. Loan Document Purchase and Assignment Agreement dated as of June 30,
2000, among Bank, the Investors and Others.
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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 July 24, 2000 /s/ Jack R. Anderson
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Signature
Jack R. Anderson
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Name/Title
Page 7 of 7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1. Term Sheet Agreement dated March 1, 2000, by and among the
Issuer, the Investors, Bank and Hancock.
2. Loan Document Purchase and Assignment Agreement dated as of
June 30, 2000, among Bank, the Investors and Others.
</TABLE>
