-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PrdNULdF3MNJ6kj66ICxACzZQg/P+kEpZPaguvWz9x1RKoz5P/0oymYkPC2IAAlp EdmwKw7AIRRFQOGyd9KTXQ== 0001283411-04-000008.txt : 20040507 0001283411-04-000008.hdr.sgml : 20040507 20040507170317 ACCESSION NUMBER: 0001283411-04-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040507 GROUP MEMBERS: JOHN HANCOCK FINANCIAL SERVICES, INC. GROUP MEMBERS: JOHN HANCOCK LIFE INSURANCE COMPANY GROUP MEMBERS: MANULIFE FINANCIAL CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD HEALTH ENTERPRISES INC CENTRAL INDEX KEY: 0000727303 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 521528581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35501 FILM NUMBER: 04789944 BUSINESS ADDRESS: STREET 1: 95 ENTERPRISE T CITY: ALISO VIEJO STATE: CA ZIP: 92656-2601 BUSINESS PHONE: 9494254110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANULIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001086888 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 BLOOR ST EAST STREET 2: NORTH TOWER 11 CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: 00000 BUSINESS PHONE: 4169263500 MAIL ADDRESS: STREET 1: 200 BLOOR ST EAST STREET 2: NORTH TOWER 11 CITY: TORONTO ONTARIO CANA SC 13D/A 1 safe.txt SAFEGUARD HEALTH UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1 )* SafeGuard Health Enterprises, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 786444109 (CUSIP Number) James Gallagher Manulife Financial Corporation 73 Tremont Street, Suite 1300 Boston, Massachusetts 02108-3915 (617) 854-8614 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 28, 2004 (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.
- ------------------- ------------------ CUSIP No. 786444109 13D Page 2 of 19 Pages - ------------------- ------------------ - ----------- -------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Manulife Financial Corporation I.R.S. No. - ----------- -------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ----------- -------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ----------- -------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ----------- -------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - ------------------------- --------- -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - ------------------------- --------- -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - ------------------------- --------- -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ------------------------- --------- -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None, except through its wholly-owned subsidiary, John Hancock Life Insurance Company - ----------- -------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ----------- -------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See response in Row 11 - ----------- -------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ----------- -------------------------------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------ CUSIP No. 786444109 13D Page 3 of 19 Pages - ------------------- ------------------ - ----------- -------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Hancock Financial Services, Inc. I.R.S. No. 04-3483032 - ----------- -------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ----------- -------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ----------- -------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ----------- -------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------- --------- -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH - ------------------------- --------- -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - ------------------------- --------- -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ------------------------- --------- -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None, except through its wholly-owned subsidiary, John Hancock Life Insurance Company - ----------- -------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ----------- -------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See response in Row 11 - ----------- -------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ----------- -------------------------------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------ CUSIP No. 786444109 13D Page 4 of 19 Pages - ------------------- ------------------ - ----------- -------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Hancock Life Insurance Company I.R.S. No. 04-1414660 - ----------- -------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ----------- -------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ----------- -------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ----------- -------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - ------------------------- --------- -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 16,472,528 OWNED BY EACH REPORTING PERSON WITH - ------------------------- --------- -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - ------------------------- --------- -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 16,472,528 - ------------------------- --------- -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,472,528 - ----------- -------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ----------- -------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.7% - ----------- -------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC, IA - ----------- -------------------------------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- ------------------ CUSIP No. 786444109 13D Page 5 of 19 Pages - ------------------- ------------------ Item 1. Security and issuer. The class of equity securities to which this statement relates is the Common Stock, $.01 par value ("Shares"), of SafeGuard Health Enterprises, Inc., a Delaware corporation ("SafeGuard"), with principal executive offices at 95 Enterprise, Aliso Viejo, California 92656. Item 2. Identify and background. This amendment to Schedule 13D ("Amendment No. 1") amends and supplements the Statement on Schedule 13D, filed on February 16, 2001, by John Hancock Financial Services, Inc. and John Hancock Life Insurance Company, by reason of a merger effected on April 28, 2004. Except as herein supplemented or amended, all other information in the Schedule 13D is as set forth therein. The persons filing this statement are Manulife Financial Services, Inc., a Canadian corporation ("MFC"), its direct, wholly-owned subsidiary, John Hancock Financial Services, Inc., a Delaware corporation ("JHF"), and JHF's direct, wholly-owned subsidiary, John Hancock Life Insurance Company, a Massachusetts corporation ("JHLICO"), and together with JHF and MFC, the "Reporting Persons"). On April 28, 2004, MFC became the sole shareholder of JHF. MFC's principal business is financial services; JHF's principal business is financial services and JHLICO's principal business is life insurance. The principal office and business address for MFC is located at 200 Bloor Street East, NT-10, Toronto, Ontario M4W 1E5; JHF and JHLICO are located at John Hancock Place, P.O. Box 111, Boston, MA 02117. The name, residence or business address and principal occupation or employment of each of the executive officers and directors of MFC, JHF and JHLICO are set forth in Attachment A, B and C, respectively. Neither the Reporting Persons nor any such person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been party to any civil proceeding which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and amount of funds or other consideration. In connection with a restructuring of SafeGuard's debt in 2000, SafeGuard issued shares of its Series B Preferred Stock and shares of its Series D Preferred Stock (collectively, the "Preferred Stock") to JHLICO and its subsidiaries. Each share of Preferred Stock is convertible at any time into Common Stock and, accordingly, the acquisition of the Preferred Stock may be deemed to be the acquisition of beneficial ownership of the Shares into which it may be converted. The conversion rate is currently one Share for each share of Preferred Stock. - ------------------- ------------------ CUSIP No. 786444109 13D Page 6 of 19 Pages - ------------------- ------------------ In October 2003, JHLICO and its subsidiaries acquired $5,000,000 of 6% Convertible Notes from SafeGuard (the "Notes"). The Notes are convertible at the election of the holder into one Share for each $1.75 in principal amount, an aggregate of 2,857,143 Shares. On April 28, 2004, JHFS became a wholly-owned subsidiary of Manulife, as a result of which Manulife became the ultimate beneficial owner of the SafeGuard securities held by JHLICO and its subsidiaries. Item 4. Purpose of transaction. The transactions requiring the filing of this statement are described in Item 3 above. The transactions were entered into principally for investment purposes. In connection with such transactions, Stephen J. Blewitt, a Managing Director of the Bond and Corporate Finance Group of JHLICO, was elected to SafeGuard's Board of Directors as the director elected by SafeGuard's Series B, C and D Preferred Stock. Pursuant to the Agreement Among Shareholders described in Item 6, JHLICO has agreed to vote to amend SafeGuard's Certificate of Incorporation to increase the authorized Shares in order to have sufficient Shares authorized and unissued reserved for issuance upon conversion of various convertible securities of SafeGuard. The Reporting Persons may make purchases of Shares, in the open market or in private transactions, depending on their analysis of SafeGuard's business, prospects and financial condition, the market for such stock, other investment and business opportunities available to the Reporting Persons, general economic and stock market conditions, proposals from time to time sought by or presented to them and other factors. The Reporting Persons intend to closely monitor their investment and may from time take advantage of opportunities presented to them. They may in the future also formulate plans or proposals regarding SafeGuard, including possible future plans or proposals concerning events or transactions of the kind described in paragraphs (a) through (j) below. Depending upon the Reporting Persons' continuing review of their investments and various other factors, including those mentioned above, the Reporting Persons may (subject to any applicable securities laws and subject to the Agreement Among Stockholders dated January 31, 2001, described in Item 6) decide to convert all or any part of the Preferred Stock and/or Notes and/or sell all or any part of the Preferred Stock or Notes or the Shares received upon conversion, although they have no current plans to do so. SafeGuard has filed documents with the SEC in connection with a proposed going-private transaction that would use a reverse stock split to reduce the number of shareholders of SafeGuard, result in the delisting of the Shares and would permit SafeGuard to discontinue its SEC reporting obligations. It is expected that the going-private transaction would slightly increase the percentage ownership of the Reporting Persons. Except as set forth in this Item 4, the Reporting Persons do not have any plans or proposals which would be related to or result in: (a) The acquisition by any person of additional securities of SafeGuard, or the disposition of securities of SafeGuard; - ------------------- ------------------ CUSIP No. 786444109 13D Page 7 of 19 Pages - ------------------- ------------------ (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving SafeGuard or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of SafeGuard or any of its subsidiaries; (d) Any change in the present board of directors or management of SafeGuard, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of SafeGuard; (f) Any other material change in SafeGuard's business or corporate structure; (g) Changes in SafeGuard's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of SafeGuard by any person; (h) Causing a class of securities of SafeGuard 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) A class of equity securities of SafeGuard becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in securities of the issuer. (a) JHLICO has beneficial ownership of 16,472,528 Shares through beneficial ownership of Series B Preferred Stock, Series D Preferred Stock and Notes. Based upon the 4,737,498 Shares the Reporting Persons understand to be presently outstanding, this beneficial ownership would constitute approximately 69.7% of the Shares, assuming conversion of the Preferred Stock and Notes beneficially owned by the Reporting Persons into 16,472,528 Shares and no conversion or exercise of securities held by any other person. JHLICO has sole power to vote or to direct the disposition of all such Preferred Stock and Shares and to direct the disposition of the Notes. 3,015,385 shares of Series B Preferred Stock, 8,292,307 shares of Series D Preferred Stock and Notes convertible into 2,372,881 Shares are owned by JHLICO; 492,308 shares of Series B Preferred Stock, 1,353,846 shares of Series D Preferred Stock and Notes convertible into 96,853 Shares are owned by JHLICO's direct wholly-owned subsidiary John Hancock Variable Life Insurance Company ("JHVLICO"), and 123,077 shares of Series B Preferred Stock, 338,462 shares of Series D Preferred Stock and Notes convertible into 387,409 Shares are owned by JHVLICO's direct wholly-owned subsidiary Investors Partner Life Insurance Company ("Partners"). Manulife and JHF may be deemed the beneficial owner of Shares beneficially owned by JHLICO, JHVLICO and Partners. - ------------------- ------------------ CUSIP No. 786444109 13D Page 8 of 19 Pages - ------------------- ------------------ (b) Other than as may be described in Item 3, no transactions in Shares have been effected during the past sixty days by the Reporting Persons. (c) No 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 securities covered by this statement. Item 6. Contracts, arrangements, understandings or relationships with respect to securities of the issuer. In connection with the transactions described in Item 3, JHLICO, JHVLICO and Partners entered into a Registration Rights Agreement with SafeGuard and certain other stockholders and an Agreement Among Stockholders with certain other stockholders of SafeGuard. The descriptions below of these agreements are qualified in their entirety by reference to the agreements, which are filed as Exhibits 2 and 3 to this Schedule. Pursuant to the Registration Rights Agreement, SafeGuard has granted certain "piggyback" registration rights to the shareholders which are party to the agreement. The shareholders participating in any such registration statement have agreed not to effect any other public sale or distribution of the securities being registered or a similar SafeGuard security or any security exchangeable or exercisable for such securities during the ten days prior to, and during the 90-day period beginning on, the effective date of such registration statement, if and to the extent requested by SafeGuard or the underwriters of the offering. The parties to the agreement also have agreed to agree on the same terms applicable to officers and directors of SafeGuard not to effect any other public sale or distribution of the securities offered in an underwritten public offering or an offering pursuant to Rule 144A or a similar SafeGuard security or any security exchangeable or exercisable for such securities during the ten days prior to, and during the 90-day period beginning on, the date of the final prospectus included in the registration statement or of the offering memorandum used in connection with such offering. Pursuant to the Agreement Among Shareholders, the parties thereto agreed that they would not transfer, assign, convey, pledge or otherwise encumber any shares except subject to and bound by the provisions of the agreement. The parties agreed to vote to amend SafeGuard's Certificate of Incorporation to increase the number of authorized Shares to 40 million or more in order to have sufficient authorized and unissued Shares reserved for issuance upon the conversion of preferred stock issued by SafeGuard. The parties also agreed to vote as necessary to maintain the size of the SafeGuard Board of Directors at seven and to cause Stephen J. Blewitt to be elected to the Board of Directors as the director elected by the Series B, C and D Preferred Stock. The agreement also grants certain "drag-along" rights to CAI Partners and Company II, L.P., CAI Capital Partners and Company II, L.P. and Jack R. Anderson in the event of a proposed sale of all of SafeGuard's outstanding capital stock. - ------------------- ------------------ CUSIP No. 786444109 13D Page 9 of 19 Pages - ------------------- ------------------ Item 7. Material to be filed as exhibits. The following documents are filed as exhibits to this statement: (a) Joint Filing Agreement (b) Registration Rights Agreement (incorporated by reference to Exhibit 4.3 to SafeGuard's Report on Form 8-K filed with the SEC on March 6, 2001) (c) Agreement Among Stockholders (incorporated by reference to Exhibit 4.2to SafeGuard's Report on Form 8-K filed with the SEC on March 6, 2001) - ------------------- ------------------- CUSIP No. 786444109 13D Page 10 of 19 Pages - ------------------- ------------------- 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 current. May 7, 2004 Manulife Financial Corporation By: /s/Wayne A. Budd ---------------------------------------- Name: Wayne A. Budd Title: Senior Executive Vice President John Hancock Financial Services, Inc. By: /s/Wayne A. Budd ---------------------------------------- Name: Wayne A. Budd Title: Senior Executive Vice President and General Counsel John Hancock Life Insurance Company By: /s/Wayne A. Budd ---------------------------------------- Name: Wayne A. Budd Title: Senior Executive Vice President and General Counsel - ------------------- ------------------- CUSIP No. 786444109 13D Page 11 of 19 Pages - ------------------- ------------------- ATTACHMENT A MANULIFE FINANCIAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS (as of 4/30/04) The following is a list of the directors and executive officers of Manulife Financial Corporation, setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. Unless otherwise noted, each person is a citizen of Canada and the business address of each person is Manulife Financial Corporation, 200 Bloor Street East, North Tower 11, Toronto, Ontario, Canada. Name Office Principal Occupation or Employment and Address David F. D'Alessandro Director, Chief Operating Officer Chairman, CEO and President Executive Committee John Hancock Financial Services, Inc. John Hancock Place P.O. Box 111 Boston, MA 02117 (U.S. citizen) Dominic D'Alessandro Director, President and Chief Executive President and Chief Executive Officer Officer Manulife Financial Corporation Executive Committee Victor S. Apps Senior Executive Vice President Senior Executive Vice President and Executive Committee Chief Investment Officer Manulife Financial Corporation James M. Benson Senior Executive Vice President Senior Executive Vice President Executive Committee John Hancock Financial Services, Inc. John Hancock Place P.O. Box 111 Boston, MA 02117 (U.S. citizen) Kevin Edgar Benson Director President & CEO Laidlaw International, Inc. Suite 400, 55 Shuman Blvd. Naperville, IL 60563 Wayne A. Budd Senior Executive Vice President Senior Executive Vice President and Executive Committee General Counsel John Hancock Financial Services, Inc. John Hancock Place P.O. Box 111 Boston, MA 02117 (U.S. citizen) John Michael Cassaday Director President and CEO Corus Entertainment, Inc. Suite 1630, 181 Bay Street Toronto, Ontario M5J 2T3 Lino Joseph Celeste Director Retired 200 Bloor Street East Toronto, Ontario M4W 1E5 - ------------------- ------------------- CUSIP No. 786444109 13D Page 12 of 19 Pages - ------------------- ------------------- Name Office Principal Occupation or Employment and Address Gail Carol Annabel Cook-Bennett Director Director Bennecon Ltd. 121 Richmond St. West, Suite 202 Toronto, Ontario M5H 2K1 John D. DesPrez III Senior Executive Vice President Senior Executive Vice President Executive Committee John Hancock Financial Services, Inc. John Hancock Place P.O. Box 111 Boston, MA 02117 (U.S. citizen) Richard B. DeWolfe Director Managing Partner DeWolfe & Company LLC Real Estate Investments Box 299, Washington St. Milton, MA 02186 (U.S. citizen) Robert Emmet Dineen, Jr. Director Partner Shearman & Sterling 599 Lexington Avenue New York, NY 10022 (U.S. citizen) Pierre Yves Ducros Director President P. Ducros & Asso., Inc. 1155 Rene Levesque, Suite 1012 Montreal, Quebec H. Bruce Gordon Senior Executive Vice President Senior Executive Vice President Executive Committee John Hancock Financial Services, Inc. Manulife Financial Center 500 King Street North Waterloo, Ontario N2J 4C6 Allister Peter Graham Director Corporate Director 82 Pettit Drive Etobicoke, ON M9R 2X2 Donald A. Guloien Senior Executive Vice President Senior Executive Vice President and Executive Committee Chief Investment Officer Manulife Financial Corporation Thomas Edward Kierans Director Chairman Canadian Institute of Advanced Research Suite 331 100 Richmond Street West Toronto, Ontario M5H 3K6 Lorna Ruth Marsden Director President & Vice-Chancellor York University 9th Floor, Ross Building South 400 Keele Street Toronto, Ontario John C. Mather Senior Executive Vice President Senior Executive Vice President and Executive Committee Chief Administrative Officer Manulife Financial Corporation Trevor J. Matthews Senior Executive Vice President Senior Executive Vice President and Executive Committee General Manager - Japan Manulife Financial Corporation - ------------------- ------------------- CUSIP No. 786444109 13D Page 13 of 19 Pages - ------------------- ------------------- Name Office Principal Occupation or Employment and Address Thomas E. Moloney Senior Executive Vice President Senior Executive Vice President and Executive Committee Chief Financial Officer John Hancock Financial Services, Inc. John Hancock Place P.O. Box 111 Boston, MA 02117 (U.S. citizen) Peter H. Rubenovitch Senior Executive Vice President and Senior Executive Vice President and Chief Financial Officer Chief Financial Officer Manulife Financial Corporation Arthur Robert Sawchuk Director Corporate Director Executive Committee 200 Bloor Street East Toronto, Ontario M4W 1E5 Hugh Walter Sloan, Jr. Director Deputy Chairman of the Board Woodbridge Sales & Engineering, Inc. 2500 Meijer Drive Troy, MI 48084 (U.S. citizen) Gordon George Thiessen Director Chairman Canadian Public Accountability Board 17 Nesbitt Street Ottawa, Ontario K2H 8C4 Michael Holcombe Wilson Director Chairman UBS Canada 161 Bay Street, Suite 4100 P. O. Box 617 Toronto, Ontario M5J 2S1 - ------------------- ------------------- CUSIP No. 786444109 13D Page 14 of 19 Pages - ------------------- ------------------- ATTACHMENT B JOHN HANCOCK FINANCIAL SERVICES, INC. DIRECTORS AND EXECUTIVE OFFICERS (as of 4/30/04) The following is a list of the directors and executive officers of John Hancock Financial Services, Inc., setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. Unless otherwise noted, each person is a citizen of United States and the business address of each person is John Hancock Financial Services, Inc., John Hancock Place, P.O. Box 111, Boston, MA 02117. Name Office Principal Occupation or Employment and Address James M. Benson Senior Executive Vice President Senior Executive Vice President John Hancock Protection 200 Clarendon Street Boston, MA 02116 Wayne A. Budd Director, Senior Executive Vice Senior Executive Vice President and President and General Counsel General Counsel John Hancock Financial Services, Inc. John M. Connors, Jr. Director Chairman and Chief Executive Officer Hill, Holiday, Connors, Cosmopulos, Inc. 200 Clarendon Street Boston, MA 02116 David F. D'Alessandro Director, Chairman, Chief Executive Chairman, Chief Executive Officer, and Officer, and President President John Hancock Financial Services, Inc. Robert J. Davis Director Venture Partner Highland Capital Partners 92 Hayden Avenue Lexington, MA 02421 John D. Desprez III Senior Executive Vice President Senior Executive Vice President John Hancock Financial Services, Inc. Richard B. DeWolfe Director Managing Partner, DeWolfe & Company, LLC P.O. Box 299 Milton, MA 02186 Robert E. Fast, Esq. Director Of Counsel Hale and Dorr LLP 60 State Street Boston, MA 02109 Thomas P. Glynn Director Chief Operating Officer Partners Healthcare System 800 Boylston St., Suite 1150 Boston, MA 02199 H. Bruce Gordon Senior Executive Vice President Senior Executive Vice President John Hancock Financial Services Manulife Financial Center 500 King Street North Waterloo, Ontario N2J 4C6 (Canadian citizen) - ------------------- ------------------- CUSIP No. 786444109 13D Page 15 of 19 Pages - ------------------- ------------------- Name Office Principal Occupation or Employment and Address Donald A. Guloien Senior Executive Vice President and Senior Executive Vice President and Chief Investment Officer Chief Investment Officer Manulife Financial Corporation 200 Bloor Street East Toronto, Ontario M4W 1E5 (Canadian citizen) Michael C. Hawley Director Retired Chairman and CEO The Gillette Company 200 Clarendon St., 58th Floor Boston, MA 02117 Edward H. Linde Director President and CEO Boston Properties, Inc. 111 Huntington Avenue, Suite 300 Boston, MA 02199-7610 Thomas E. Moloney Senior Executive Vice President and Senior Executive Vice President and Chief Financial Officer Chief Financial Officer John Hancock Financial Services R. Robert Popeo, Esq. Director Chairman Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center, 42nd Floor Boston, MA 02111 Peter H. Rubenovitch Senior Executive Vice President Senior Executive Vice President & CFO Manulife Financial Corporation 200 Bloor Street East Toronto, Ontario M4W 1E5 (Canadian citizen) Robert J. Tarr, Jr. Director Professional Director and Private Investor 3 Commonwealth Avenue, Unit 2 Boston, MA 02116 - ------------------- ------------------- CUSIP No. 786444109 13D Page 16 of 19 Pages - ------------------- ------------------- ATTACHMENT C JOHN HANCOCK LIFE INSURANCE COMPANY DIRECTORS AND EXECUTIVE OFFICERS (as of 4/30/04) The following is a list of the directors and executive officers of John Hancock Life Insurance Company, setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. Unless otherwise noted, each person is a citizen of United States and the business address of each person is John Hancock Life Insurance Company, John Hancock Place, P.O. Box 111, Boston, MA 02117. Name Office Principal Occupation or Employment and Address Foster L. Aborn Director Retired Vice Chairman of the Board John Hancock Life Insurance Company James M. Benson Senior Executive Vice President Senior Executive Vice President John Hancock Life Insurance Company Wayne A. Budd Director, Senior Executive Vice Senior Executive Vice President and President and General Counsel General Counsel John Hancock Life Insurance Company John M. Connors, Jr. Director Chairman and Chief Executive Officer Hill, Holiday, Connors, Cosmopulos, Inc. 200 Clarendon Street Boston, MA 02116 David F. D'Alessandro Director, Chairman, Chief Executive Chairman, Chief Executive Officer and Officer and President President John Hancock Life Insurance Company Robert J. Davis Director Venture Partner Highland Capital Partners 92 Hayden Avenue Lexington, MA 02421 John D. Desprez III Senior Executive Vice President Senior Executive Vice President John Hancock Life Insurance Company Richard B. DeWolfe Director Managing Partner DeWolfe & Company, LLC P.O. Box 299 Milton, MA 02186 Robert E. Fast, Esq. Director Of Counsel Hale and Dorr 60 State Street Boston, MA 02109 Thomas P. Glynn Director Chief Operating Officer Partners Healthcare System 800 Boylston St., Suite 1150 Boston, MA 02199 - ------------------- ------------------- CUSIP No. 786444109 13D Page 17 of 19 Pages - ------------------- ------------------- Name Office Principal Occupation or Employment and Address H. Bruce Gordon Senior Executive Vice President Senior Executive Vice President John Hancock Financial Services Manulife Financial Corporation 500 King Street North Waterloo, Ontario N2J 4C6 (Canadian citizen) Donald A. Guloien Senior Executive Vice President and Senior Executive Vice President and Chief Investment Officer Chief Investment Officer Manulife Financial Corporation 200 Bloor Street East Toronto, Ontario M4W 1E5 (Canadian citizen) Michael C. Hawley Director Retired Chairman and CEO The Gillette Company 800 Boylston Street Boston, MA 02199 Edward H. Linde Director President and CEO Boston Properties, Inc. 800 Boylston Street Boston, MA 02199 Thomas E. Moloney Senior Executive Vice President and Senior Executive Vice President and Chief Financial Officer Chief Financial Officer John Hancock Life Insurance Company R. Robert Popeo, Esq. Director Chairman Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 Peter H. Rubenovitch Senior Executive Vice President Senior Executive Vice President & CFO Manulife Financial 200 Bloor Street East Toronto, Ontario M4W 1E5 (Canadian citizen) Robert J. Tarr, Jr. Director Professional Director and Private Investor 3 Commonwealth Avenue, Unit 2 Boston, MA 02116
- ------------------- ------------------- CUSIP No. 786444109 13D Page 18 of 19 Pages - ------------------- ------------------- EXHIBIT 1 --------- AGREEMENT --------- Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of SafeGuard Health Enterprises, Inc. or any subsequent acquisitions or dispositions of equity securities of SafeGuard Health Enterprises, Inc. by any of the undersigned. Dated: May 7, 2004 Manulife Financial Corporation By: /s/Wayne A. Budd -------------------------------------------- Name: Wayne A. Budd Title: Senior Executive Vice President John Hancock Financial Services, Inc. By: /s/Wayne A. Budd -------------------------------------------- Name: Wayne A. Budd Title: Senior Executive Vice President and General Counsel John Hancock Life Insurance Company By: /s/Wayne A. Budd ------------------------------------------- Name: Wayne A. Budd Title: Senior Executive Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----