<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
UNITED DENTAL CARE, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
91018H 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this statement [
]. (A fee is not required only if the reporting 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 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 5 Pages
<PAGE> 2
CUSIP NO. 91018H 10 1 Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George E. Bello
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
399,368
SHARES -------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 778,500
------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
399,368
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
778,500
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,177,868
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS
Page 2 of 5 Pages
<PAGE> 3
Item 1(a) Name of issuer:
United Dental Care, Inc.
Item 1(b) Address of issuer's principal executive offices:
13601 Preston Road, Suite 500 East
Dallas, Texas 75240
Item 2(a) Name of person filing:
George E. Bello
Item 2(b) Address or principal business office or, if none, residence:
Park Avenue Plaza, 29th Floor
55 East 52nd Street
New York, New York 10055
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of class of securities:
Common Stock
Item 2(e) CUSIP No.:
91018H 10 1
Item 3. Not Applicable
Item 4. Ownership.
(a) Amount beneficially owned:
See Item (9) of Cover Page
(b) Percent of class:
See Item (11) of Cover Page
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Item (5) of Cover Page
Page 3 of 5 Pages
<PAGE> 4
(ii) Shared power to vote or to direct the vote:
See Item (6) of Cover Page
(iii) Sole power to dispose or to direct the disposition of:
See Item (7) of Cover Page
(iv) Shared power to dispose or to direct the disposition of:
See Item (8) of Cover Page
Item 5. Ownership of 5 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 5 percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
George E. Bello and Citibank, N.A. are trustees having shared voting
and investment power under two trusts owning in the aggregate 778,500
shares of Common Stock of the Company in which relatives of Jack R.
Anderson are beneficiaries which are reflected in this Schedule 13G as
beneficially owned by George E. Bello. Such trusts have the right to
receive the dividends or the proceeds from the sale of the 778,500
shares of Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
Page 4 of 5 Pages
<PAGE> 5
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.
Dated: February 5, 1998
/s/GEORGE E. BELLO
- ------------------------------
George E. Bello
Page 5 of 5 Pages
