FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SAFEGUARD HEALTH ENTERPRISES INC [ SFGD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
6% Convertible Notes | $1.75 | 11/06/2003 | P(1) | $4,152,542 | (2) | 10/31/2013 | Common Stock | 2,372,881 | $4,152,542 | $4,152,542(3) | I | By JHLICO(1) | |||
6% Convertible Notes | $1.75 | 11/06/2003 | P(4) | $677,966 | (2) | 10/31/2013 | Common Stock | 387,409 | $677,966 | $677,966(3) | I | By JHVLICO(4) | |||
6% Convertible Notes | $1.75 | 11/06/2003 | P(5) | $169,492 | (2) | 10/31/2013 | Common Stock | 96,853 | $169,492 | $169,492(3) | I | By IPL(5) | |||
Series B Preferred Stock | (6) | 12/05/2003 | J(7) | 369,231 | (7) | (7) | Common Stock | 369,231 | (8) | $0(3) | I | By Bell Atlantic Master Trust(7) | |||
Series D Preferred Stock | (6) | 12/05/2003 | J(7) | 1,015,384 | (7) | (7) | Common Stock | 1,015,384 | (8) | $0(3) | I | By Bell Atlantic Master Trust(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Securities are owned directly by John Hancock Life Insurance Company ("JHLICO"), a direct, wholly-owned subsidiary of John Hancock Financial Services, Inc. ("JHFS"). |
2. Exercisable Immediately. |
3. This number does not include 13,615,385 shares of common stock convertible from Series B Preferred Stock and Series D Preferred Stock held in other accounts. |
4. John Hancock Variable Life Insurance Company ("JHVLICO") is a direct, wholly-owned subsidiary of JHLICO. |
5. Investors Partner Life Insurance Company is a driect, wholly-owned subsidiary of JHVLICO. |
6. The preferred shares are convertible into common stock at a ratio of one share of common stock for each share of preferred stock. |
7. JHLICO was deemed the beneficial owner of 369,231 shares of Series B Preferred Stock and 1,015,384 shares of Series D Preferred Stock owned by Mellon Bank, N.A., solely in its capacity as Trustee for Bell Atlantic Master Trust, as to which shares JHLICO had the power to vote and to direct this dispostion. As of December 5, 2003, JHLICO ceased being Trustee of the Bell Atlantic Master Trust. |
8. Not applicable. |
/s/Antoniette Ricci, Assistant Secretary | 06/30/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |