-----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, LQ7k+gQOtVNlB3qt46DK/uEMHBTzeq9dAsog3gjhkitimxaUMe2CJZMjErxoT3PY Kivy73Y+mxAOsZEwvTFRAA== 0000912057-96-018826.txt : 19960827 0000912057-96-018826.hdr.sgml : 19960827 ACCESSION NUMBER: 0000912057-96-018826 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960821 ITEM INFORMATION: Other events FILED AS OF DATE: 19960826 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12050 FILM NUMBER: 96620431 BUSINESS ADDRESS: STREET 1: 505 N EUCLID ST STREET 2: PO BOX 3210 CITY: ANAHEIM STATE: CA ZIP: 92803-3210 BUSINESS PHONE: 7147781005 8-K 1 FORM 8K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) AUGUST 21, 1996 SAFEGUARD HEALTH ENTERPRISES, INC. ------------------------------------------------------ (Exact Name of registrant as specified in its charter) DELAWARE 0-12050 52-1528581 --------------- ----------- ----------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 505 NORTH EUCLID STREET, P. O. BOX 3210, ANAHEIM, CALIFORNIA 92803-3210 ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 778-1005 -------------- ITEM 5. OTHER EVENTS On August 21, 1996, Safeguard Health Enterprises, Inc. ("Enterprises" or the "Company"), announced the execution of two (2) definitive agreements to acquire all of the issued and outstanding stock of First American Dental Benefits, Inc., dba American Dental Corporation ("First American"), a privately held dental managed care company based in Dallas, Texas, and an affiliated marketing entity. The acquisition, which was initiated with the signing of a letter of intent on July 11, 1996, is expected to be completed within the next several weeks. The closing of the transaction is subject to certain conditions, including the approval of the Texas Department of Insurance. It is anticipated that the acquisition will add nearly Two Hundred Thousand (200,000) members to the Company's existing Eight Hundred Eight Thousand (808,000) member base. The terms and conditions of the acquisition, as well as other information, will be disclosed in the Enterprises' Form 8-K Report pursuant to Item 2, to be filed within fifteen (15) calendar days after the closing. The closing is expected to occur within the next thirty (30) days. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SAFEGUARD HEALTH ENTERPRISES, INC. By: STEVEN J. BAILEYS, D.D.S. ------------------------- STEVEN J. BAILEYS, D.D.S., Chairman of the Board, President, and Chief Executive Officer DATE: August 26, 1996 By: RONALD I. BRENDZEL ------------------ RONALD I. BRENDZEL Senior Vice President and Secretary -2- EXHIBIT LIST DOCUMENT EXHIBIT -------- ------- August 21, 1996 Press Release.......................................99(a) -3- EX-99.A 2 EXHIBIT 99(A) PRESS RELEASE CONTACTS: Thomas C. Tekulve Chief Financial Officer (714) 758-4381 Gary S. Maier/Roger S. Pondel Pondel Parsons & Wilkinson (310) 207-9300 FOR IMMEDIATE RELEASE SAFEGUARD SIGNS DEFINITIVE AGREEMENTS TO ACQUIRE LEADING DENTAL MANAGED CARE COMPANY ANAHEIM, CALIFORNIA--August 21, 1996 -- Safeguard Health Enterprises, Inc. (Nasdaq-NMS:SFGD), today announced the signing of two definitive agreements to acquire all the issued and outstanding stock of First American Dental Benefits, Inc., dba American Dental Corporation, a privately held dental managed care company based in Dallas, Texas, and an affiliated marketing entity. The acquisition, which was initiated with the signing of a letter of intent on July 11, 1996, is expected to be completed within the next several weeks. The closing of the transaction is subject to certain conditions, including the approval of the Texas Department of Insurance. It is anticipated that the acquisition will add nearly 200,000 members to Safeguard's existing 808,000-member base. Additional terms were not disclosed. "The acquisition of American Dental Corporation, coupled with our strong financial results for the second quarter, solidly positions Safeguard for continued revenue and membership growth," said Steven J. Baileys, D.D.S., chairman and chief executive officer of Safeguard. Net income for Safeguard's second quarter ended June 30, 1996, as recently reported, rose 69 percent on a revenue gain of 12 percent. "American Dental holds a dominant position in Texas - - which is consistent with our objective to grow our business to become the leader in each market we serve," Dr. Baileys added. Safeguard is a multifaceted specialized health care marketing company providing benefits to over 808,000 members in 12 states, enrolled in various managed dental and vision care programs, indemnity dental and vision programs, and life insurance products. In addition, the company provides administrative and preferred provider organization services and owns and operates 32 dental offices located throughout California. Safeguard contracts with approximately 3,000 client organizations and provides benefits through over 13,000 contracting providers. The company's various products are sold through a network of independent agents and a direct sales force. # # # -----END PRIVACY-ENHANCED MESSAGE-----