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.
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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!
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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!
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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!
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CUSIP No. 786444109 13D Page 5 of 19 Pages
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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.
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CUSIP No. 786444109 13D Page 6 of 19 Pages
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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;
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CUSIP No. 786444109 13D Page 7 of 19 Pages
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(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
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(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
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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
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CUSIP No. 786444109 13D Page 18 of 19 Pages
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EXHIBIT 1
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AGREEMENT
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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
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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
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Name: Wayne A. Budd
Title: Senior Executive Vice President and
General Counsel