<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

          (Mark One)
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1998

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____

                         Commission file number 0-12050

                       SAFEGUARD HEALTH ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)



                DELAWARE                               52-1528581
      (State or other jurisdiction                  (I.R.S. Employer
            of incorporation)                      Identification No.)

                                 95 ENTERPRISE
                         ALISO VIEJO, CALIFORNIA 92656
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (949) 425-4300
              (Registrant's telephone number, including area code)

                            505 NORTH EUCLID STREET
                           ANAHEIM, CALIFORNIA 92801
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                               Yes [X]    No  [ ]

The number of shares outstanding of registrant's common stock, par value $.01
per share, at September 30, 1998, was 4,747,498 shares (not including 3,274,788
shares of common stock held in treasury).


                                  Page 1 of 17
<PAGE>   2
                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES

                                    FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                         INFORMATION INCLUDED IN REPORT

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>        <C>                                                              <C>
Part I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

               Consolidated Statements of Financial Position                   3

               Consolidated Statements of Income                               4

               Consolidated Statements of Cash Flows                           5

               Notes to Consolidated Financial Statements                      6

Item 2.    Management's Discussion and Analysis of Financial Condition and
             Results of Operations                                             8

Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                  14

Item 3.    Quantitative and Qualitative Disclosures about Market Risk         14

Item 5.    Other Information                                                  14

Item 6.    Exhibits and Reports on Form 8-K                                   15

SIGNATURES                                                                    17
</TABLE>


                                  Page 2 of 17
<PAGE>   3
PART I.    FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS

                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                 (000'S OMITTED, EXCEPT SHARE DATA) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             September 30,      December 31,
                                                                                                 1998               1997
                                                                                             -------------      ------------
<S>                                                                                          <C>                <C>
ASSETS                                                                                         
Current assets:
   Cash                                                                                         $  2,187         $  3,652
   Investments available for sale, at fair value                                                   3,716            5,557
   Investments held to maturity, at amortized cost                                                    --            3,697
   Accounts and notes receivable, net of allowances of $1,699 in 1998
      and $1,061 in 1997                                                                          11,235            7,227
   Income taxes receivable                                                                           475              132
   Prepaid expenses and other current assets                                                       1,003            1,029
   Net assets of discontinued operations                                                              --            4,062
   Deferred income taxes                                                                             705            1,047
                                                                                                --------         --------
               Total current assets                                                               19,321           26,403
                                                                                                --------         --------
   Property and equipment, net                                                                    10,598            9,351
   Investments available for sale -- long term, at fair value                                      3,363               --
   Investments held to maturity, at amortized cost                                                    --            5,656
   Notes receivable -- long-term, net of allowances of $9,453 in 1998 and $3,595 in 1997          22,778           12,327
   Other assets                                                                                      246              247
   Goodwill, net of accumulated amortization of $1,386 in 1998 and $815 in 1997                   28,091           29,556
   Intangibles and covenants not to compete, net of accumulated amortization of
     $3,011 in 1998 and $2,287 in 1997                                                             4,173            4,978
                                                                                                --------         --------
               Total assets                                                                     $ 88,570         $ 88,518
                                                                                                ========         ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Short-term note payable                                                                      $  8,000         $  8,500
   Current portion of long-term debt                                                               1,692            1,692
   Accounts payable and accrued expenses                                                           3,751            5,193
   Reserves for dental claims                                                                      3,561            3,631
   Deferred revenue                                                                                  949            1,177
                                                                                                --------         --------
              Total current liabilities                                                           17,953           20,193
                                                                                                --------         --------
Long-term debt                                                                                    33,000           33,894
Deferred income taxes                                                                              2,837            1,289
Accrued compensation agreement                                                                       356              383
Stockholders' equity
   Preferred stock - $.01 par value; 1,000,000 shares authorized;
       no shares issued or outstanding                                                                --               --
   Common stock $.01 par value; 30,000,000 shares authorized;
       4,747,000 in 1998 and 1997 shares issued and outstanding, stated at                        21,509           21,509
   Retained earnings                                                                              31,778           29,816
   Net unrealized loss on available for sale investments, net of deferred
      taxes of $547 in 1998 and $299 in 1997                                                        (740)            (443)
   Treasury stock, at cost                                                                       (18,123)         (18,123)
                                                                                                --------         --------
               Total stockholders' equity                                                         34,424           32,759
                                                                                                --------         --------
                                                                                                $ 88,570         $ 88,518
                                                                                                ========         ========
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.

                                  Page 3 of 17
<PAGE>   4
                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                     (000'S OMITTED, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                        Three months ended            Nine months ended
                                                          September 30,                 September 30,
                                                     -----------------------       -----------------------
                                                       1998           1997           1998           1997
                                                     --------       --------       --------       --------
<S>                                                  <C>            <C>            <C>            <C>     
Revenues                                             $ 24,004       $ 24,491       $ 72,939       $ 70,921

Expenses:
     Health care services                              16,539         16,255         49,258         47,472
     Selling, general and administrative                7,567          6,597         20,964         18,450
                                                     --------       --------       --------       --------
               Total expenses                          24,106         22,852         70,222         65,922
                                                     --------       --------       --------       --------
               Operating income (loss)                   (102)         1,639          2,717          4,999

Other income                                              199            506          1,703          1,122
Interest expense                                       (1,020)          (836)        (2,915)        (1,960)
                                                     --------       --------       --------       --------
Income (loss) from continuing operations
  before provision for income taxes and
  discontinued operations                                (923)         1,309          1,505          4,161
Provision for income taxes                               (300)           562            757          1,777
                                                     --------       --------       --------       --------

Income (loss) from continuing operations
  before discontinued operations                         (623)           747            748          2,384

Discontinued operations:
       (Loss) from dental office operations
       to be disposed of (net of income tax
       benefits of $0 and $396 in 1998 and
       $1,758 and $2,039 in 1997)                          --         (2,711)          (620)        (3,202)
       Gain on disposal of dental practices
       (net of income  taxes of $0 and $1,182
       in 1998 and $2,104 and $2,968 in 1997)              --          3,291          1,834          4,611
                                                     --------       --------       --------       --------
            Net income                               $   (623)      $  1,327       $  1,962       $  3,793
                                                     ========       ========       ========       ========
Basic earning per share:
       Income (loss) from continuing operations      $  (0.13)      $   0.16       $   0.16       $   0.50
       Income from discontinued operations           $   0.00       $   0.12       $   0.25       $   0.30
                                                     --------       --------       --------       --------
       Net income (loss)                             $  (0.13)      $   0.28       $   0.41       $   0.80
                                                     ========       ========       ========       ========

Weighted average shares outstanding                     4,747          4,717          4,747          4,717

Diluted earning per share:
       Income (loss) from continuing operations      $  (0.13)      $   0.15       $   0.16       $   0.48
       Income from discontinued operations           $   0.00       $   0.12       $   0.25       $   0.29
                                                     --------       --------       --------       --------
       Net income (loss)                             $  (0.13)      $   0.27       $   0.41       $   0.77
                                                     ========       ========       ========       ========

Weighted average shares outstanding                     4,767          4,888          4,796          4,899
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.


                                  Page 4 of 17
<PAGE>   5
                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (000'S OMITTED)

<TABLE>
<CAPTION>
                                                                          Nine months ended
                                                                            September 30, 
                                                                      -------------------------
                                                                        1998             1997
                                                                      --------         --------
<S>                                                                   <C>              <C>     
Cash flows from operating activities:
   Net income                                                         $  1,962         $  3,793
   Adjustments to reconcile net income to net cash
       (used in) provided by operating activities:
   Loss from discontinued operations                                     1,016            7,685
   Gain on disposal of discontinued dental practices                    (3,016)          (7,685)
   Depreciation and amortization                                         1,865            1,665
   Deferred income taxes                                                 1,436            2,728
   Changes in operational assets and liabilities:
               Accounts and current notes receivable, net               (5,035)            (826)
               Income taxes receivable                                    (343)              30
               Prepaid expenses and other current assets                    26              130
               Accounts payable and accrued expenses                    (1,442)            (815)
               Deferred revenue                                           (228)             567
               Reserves for dental claims                                  (70)          (1,744)
                                                                      --------         --------
                    Net cash (used in) provided by continuing 
                      operations                                        (3,829)           5,528
                    Net cash used in discontinued operations            (2,016)          (7,942)
                                                                      --------         --------
                    Net cash (used in) operating activities             (5,845)          (2,414)
                                                                      --------         --------
Cash flows from investing activities:
   Purchase of investments available for sale                           (2,295)          (3,526)
   Proceeds from sales/maturity of investments available
     for sale                                                            5,049            7,736
   Purchase of investments held to maturity                             (2,259)          (4,014)
   Proceeds from maturity of investments held to maturity                7,039            1,476
   Purchases of property and equipment                                  (1,799)          (2,143)
   Capital expenditures of discontinued operations                          --             (394)
   Cash paid for business acquired                                          --           (1,459)
   Additions to intangibles and other assets                                65             (363)
                                                                      --------         --------
                    Net cash provided by (used in) investing
                      activities                                         5,800           (2,687)
                                                                      --------         --------
Cash flows from financing activities:
   Proceeds from long-term debt                                          8,000           35,500
   Payments on bank debt                                                    --          (22,000)
   Payments on accrued compensation agreement                              (26)             (21)
   Payments on notes payable                                            (9,394)            (852)
                                                                      --------         --------
                    Net cash provided by financing activities           (1,420)          12,627
                                                                      --------         --------
Net (decrease) increase in cash                                         (1,465)           7,526
Cash at beginning of period                                              3,652              706
                                                                                       --------
Cash at end of period                                                 $  2,187         $  8,232
                                                                      ========         ========
Purchase of business acquired:
   Fair value of assets acquired                                      $     --         $ 17,342
   Less: cash acquired                                                      --           (5,455)
   Less: note payable issued                                                --           (1,000)
   Less: long-term debt issued                                              --           (8,500)
   Less: liabilities assumed                                                --             (928)
                                                                      --------         --------
   Cash paid for business acquired                                    $     --         $  1,459
                                                                      ========         ========
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.


                                  Page 5 of 17
<PAGE>   6
                       SAFEGUARD HEALTH ENTERPRISES, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  BASIS OF REPORTING

The accompanying unaudited Consolidated Financial Statements of Safeguard Health
Enterprises, Inc. and subsidiaries (the "Company") for the quarter ended
September 30, 1998, have been prepared in accordance with generally accepted
accounting principles applicable to interim periods, and reflect all adjustments
which are, in the opinion of management, necessary for a fair presentation of
results for the interim periods. The statements have been prepared in accordance
with the regulations of the Securities and Exchange Commission, but omit certain
information and footnote disclosures necessary to present the statements in
accordance with generally accepted accounting principles. This information
should be read in conjunction with the Consolidated Financial Statements and
Notes contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997. Management believes that the disclosures herein are adequate
to make the information presented not misleading. As described in Note 4 herein,
the operating results for the quarters ended September 30, 1998 and 1997 have
been reclassified to reflect the effect of the discontinued operation of the
general dental and orthodontic practices.

Beginning with the third quarter of 1998, the Company transferred 
approximately $4.2 million of securities from the held to maturity category to 
the available for sale category. This amount represented the amortized cost of 
the securities at the date of transfer. The estimated fair value of those 
securities was approximately $4.4 million resulting in a net after tax 
unrealized gain of $0.1 million, which was reflected as a direct increase to 
equity. The change in classification was a result of a change in management's 
intent with respect to these securities. In order to have the flexibility to 
respond to changes in interest rates and to take advantage of changes in the 
availability of and the yield on alternative investments, management determined 
that the reclassification of these securities as available for sale was 
appropriate.

NOTE 2:  STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE

Since October 1986, the Company's Board of Directors has, at various times,
authorized the repurchase of up to 4,510,888 shares of its common stock through
open market or private transactions. As of September 30, 1998, a total of
3,819,088 shares had been acquired. All shares acquired prior to August 24,
1987, have been retired as required by California law. All shares acquired after
the August 24, 1987 reincorporation in Delaware are being held as treasury stock
at an average cost of $5.54 per share.

Earnings per share have been restated to conform with the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Basic
earnings per share excludes the effect of all potentially dilutive securities.
Diluted earnings per share includes the effect of all potentially dilutive
common securities. For the quarters ended September 30, 1998 and 1997, the
current presentation of diluted earnings per share is identical to the Company's
former presentation of primary earnings per share.

NOTE 3:  RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, the FASB issued Statement of Financial Accounting Standards
No. 128 ("FAS 128"), Earnings Per Share, which becomes effective for fiscal
years ending after December 15, 1997. FAS 128 specifies the computation,
presentation and disclosure requirements for earnings per share, and its
objective is to simplify the computation of earnings per share, and to make the
U.S. standard for computing earnings per share more compatible with the
standards of other countries. The statement requires that all prior period
earnings per share data presented shall be restated. The Company adopted FAS 128
in fiscal year 1997 as required, and its adoption did not have a significant
effect on the Company's financial position or results of operations.

In June 1997, FASB issued Statement of Financial Accounting Standards No. 130
("FAS 130"), Reporting Comprehensive Income, which becomes effective for fiscal
years ending after December 15, 1997. FAS 130 requires that all components of
comprehensive income be displayed with the same prominence as other financial
statements. The Company will adopt FAS 130 in fiscal year 1998 and its adoption
is not expected to have a significant effect on the Company's financial
position.

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
131 ("FAS 131"), Disclosure About Segments of an Enterprises and Related
Information, which becomes effective for periods beginning after December 15,
1997. FAS 131 requires that financial statements contain disclosures about
products and services, geographic areas and major customers related to its
reportable operating segments. The Company adopted FAS 131 in fiscal year 1998
and has identified only one reportable operating segment.


                                  Page 6 of 17
<PAGE>   7

NOTE 4:  DISCONTINUED OPERATIONS

On October 21, 1996, the Company implemented a strategic plan to sell all of the
general dental practices owned by the Company. Four of the general practices
were sold during 1996, the remaining were sold during 1997. The assets of the
general dental practices sold, pursuant to the Company's plan, consisted
primarily of accounts receivable, supply inventories and leasehold improvements.
Each general dental practice sold could enter into a contract with the Company's
practice management subsidiary, whereby the Company would provide certain
services to support the dentists in the operation of their practices, including
administrative support. The Company terminated these agreements in 1998.

The Company projected a gain on the disposal of the discontinued operations that
offset the operating losses of the dental practices during the phase-out period
ended September 30, 1997. In the fourth quarter 1997, the Company recorded a
pretax charge of $8.5 million related to discontinued operations for both dental
and orthodontic practices. This charge included reserves for under-performing
notes and receivables ($5.6 million), litigation costs ($0.7 million) and other
transition costs ($2.2 million).

Operating losses for the discontinued general dental practices subsequent to the
measurement date of October 21, 1996, were recognized in the consolidated
statements of operations up to the amount of the net gain on disposal of the
discontinued general dental practices. The remaining losses were deferred as an
asset until the completion of the sale of all the dental practices as of
September 30, 1997. The statement of operations for prior years has been
restated and operating results of the dental and orthodontic practices are also
shown as discontinued operations.

Orthodontic Practices

On February 26, 1998, the Company announced the discontinuance of its
orthodontic practices effective in fiscal year 1997. On April 1, 1998, the
Company completed the sale of its orthodontic practices to Pacific Coast Dental,
Inc./Associated Dental Services, Inc., and affiliated dentists. The practices
were sold for $15 million in 8.5% long-term notes, discounted for up to $2.5
million for early cash payment by January 1, 1999. The transaction includes the
sale of all assets and associated liabilities of the orthodontic practices and a
long-term commitment from the purchaser to continue to provide orthodontic
services to SafeGuard members. The assets of the orthodontic practices sold
consist of accounts receivable, supply inventory and dental equipment.

The Company recorded a gain on the disposal of the discontinued orthodontic
practices of $1.2 million, net of taxes of $0.8 million, or $0.25 per diluted
share. All deferred losses recorded in prior periods have been offset against
the gain recorded on the sale. Additionally, the Company has accrued against the
gain on these sales certain run-out expenses that included agreed upon salary,
payables and other transition costs that the Company expected to incur in future
periods relating to the discontinuation of this business.

NOTE 5:  BANK CREDIT AGREEMENT

On January 29, 1998, the Company entered into an $8 million revolving working
capital credit facility with a Bank. The loan has a maturity date of January 28,
1999. The interest rate during the quarter for the facility, as amended, was
established at the bank's prime rate plus 1.5 percent. The loan is secured by a
first priority security interest in all of the personal property of the Company,
including accounts receivable, fixed assets and intangibles and a negative
pledge on the stock of the Company's subsidiaries and on real property owned by
the Company. In connection with the bank loan, as amended, the Company is
subject to certain financial and operational debt covenants. As of September 30,
1998, the Company was in compliance with, or has obtained a waiver with respect
to those covenants.


                                  Page 7 of 17
<PAGE>   8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following information should be read in conjunction with the attached
consolidated financial statements and notes thereto.

<TABLE>
<CAPTION>
                                                             1998 versus 1997
                                                             Nine months ended
                                                              September 30,
                                                       ---------------------------
                                                        Increase/          Percent
                                                       (Decrease)           Change
                                                       ----------          -------
<S>                                                    <C>                 <C> 
Results of operations (000's omitted)

Health care revenues                                     $ 2,018              2.8%
                                                         -------             -----  
Health care expenses                                     $ 1,786              3.8%
                                                         -------             -----  
Selling, general and administrative expenses             $ 2,514             13.6%
                                                         -------             -----  
Other income, net                                        $   581             51.8%
                                                         -------             -----  
Interest expense                                         $   955             48.7%
                                                         -------             -----  
Income from continuing operations before
  discontinued operations                                $(1,636)           (68.6)%
                                                         -------            -----  
Gain from discontinued operations, net                   $  (195)           (13.8)%
                                                         -------            -----  
Net income                                               $(1,831)           (48.3)%
                                                         =======            =====  
</TABLE>

1998 Versus 1997

Health care revenues for the quarter ended September 30, 1998 were $24,004, or a
2.0% decrease as compared to $24,491 over the same period a year earlier. This
was on a decrease of 5.0% in membership over the corresponding period a year ago
due to the anticipated loss of a large private label HMO relationship in the
first quarter of this year. Though the membership and revenues for the quarter
were lower than comparable periods in the prior year, the Company has, on a year
to date basis, increased revenues by 2.8% over the previous nine months ended
September 30, 1997. This increase has been due in part to the acquisition of
Advantage Dental HealthPlans ("Advantage") in May 1997 compared to a full nine
months of revenue due to the acquisition in 1998. Revenues for the nine months
ended September 30, 1998 were $72,939 compared to $70,921 for the same period in
the prior year. Excluding the effect of the Advantage acquisition, healthcare
revenues decreased overall by 0.7% for the nine month period ended September 30,
1998.

Health care expenses for the nine months ended September 30, 1998 increased
$1,786, or 3.8%. Health care expense as a percentage of health care revenues
increased by 0.9% from 66.9% of revenues for the nine months ended September 30,
1997, to 67.5% for the same period in 1998. This change was due to the effect of
the HMO relationship lost this year, which experienced lower health care cost
ratios in 1997 than the business that replaced it in 1998.

General and administrative expenses for the nine months ended September 30,
1998, increased $2,514, or 28.7% of revenue compared to 26.0% of revenue for the
same period a year ago. This was impacted by the acquisition of Advantage in May
1997, which had a higher ratio of general and administrative expenses to
revenues than the Company had prior to the acquisition. Excluding the impact of
the acquisition and the associated goodwill amortization, the ratio of general
and administrative expenses to revenues was 28.7% for the nine months ended
September 30, 1998, compared to 26.5% for the corresponding period a year ago.
This was due primarily to the hiring of six additional sales representatives and
increased telecommunications and computer network systems costs. The Company
also relocated its corporate headquarters in August 1998 to Aliso Viejo,
California, incurring $400 in costs relating to the move.

Other income for the nine months ended September 30, 1998 was $1,703, which
increased from $1,122 for the same period a year ago. This was due to an
increase in interest bearing notes receivable resulting from the sale of the
discontinued general dental and orthodontic practices. Other income, however,
for the three months ended September 30, 1998 decreased $307 over the same
period a year ago due to a decline in market value of certain investments during
this quarter. These investments were sold, realizing the losses, and preventing
further erosion of the value of those assets to the Company. Interest expense of
$2,915 for the nine months ended September 30, 1998, was an


                                  Page 8 of 17
<PAGE>   9
increase of $955 over the prior year, primarily as a result of the borrowings
obtained by the Company for the acquisition of Advantage in May 1997.

For the nine months ended September 30, 1998, the net gain from discontinued
operations was $1,214 compared to $1,409 for the same period a year ago. This
included the net income from the operations of the discontinued dental and
orthodontic practices, plus the net gain on the sale of the discontinued
practices.

The operating losses of the discontinued orthodontic practices recorded in the
first quarter 1998 were $620, net of taxes and were deferred against the
anticipated gain on the sale, which was recorded in April 1998 in the second
quarter (see Note 4 of the Notes to the Consolidated Financial Statements).
Additionally, the Company has accrued against the gain on these sales certain
run-out expenses that included agreed upon salary, payables and other transition
costs that the Company expected to incur in future periods relating to the
discontinuation of this business.

The same nine-month period a year ago included a loss, net of taxes of $3,202
for the operating results of both the discontinued orthodontic and general
dental practices. This loss was offset by the net after-tax gains on the sale of
the general practices during the first nine months of 1997.

Net income for the nine months ended September 30, 1998, was $1,962, which
changed from the same period in 1997 due to the above-discussed factors. Net
income for the same period in 1997 was $3,793.

Business Segment Information

The Company is engaged in a single business segment, the operation of managed
care dental plans.

Liquidity and Capital Resources

The Company's capital and operational cash requirements have been met
principally from operating cash flows, the sale of investments and corporate
borrowings.

At September 30, 1998, the Company's current ratio was 1.08 to 1.0. The
Company's net worth was $34.4 million compared to $32.8 million at the beginning
of the year. The Company had $9.3 million of cash and investments as of
September 30, 1998 compared to $18.6 million at the beginning of the year. As a
result of its regulated nature, the Company is required to maintain various
regulatory bank accounts in an aggregate amount of approximately $6.5 million in
addition to minimum required total assets to satisfy depository and other
regulatory requirements imposed by state regulatory agencies. The Company
believes that cash flow from continuing operations, together with the existing
cash and investments on hand and other available sources of financing, should be
adequate to meet operating capital and regulatory needs for the foreseeable
future.

Credit Facilities

On September 30, 1997, the Company completed a private placement of $32.5
million in long-term debt consisting of eight-year senior notes. The notes are
unsecured senior notes and bear a fixed interest rate of 7.91 percent. In
connection with the issuance of the senior notes, the Company is subject to
certain financial and operational debt covenants. As of September 30, 1998, the
Company was in compliance, or has obtained a waiver, with respect to these
covenants.



                                  Page 9 of 17
<PAGE>   10

On January 29, 1998, the Company entered into an $8 million revolving working
capital credit facility with a Bank. The loan has a maturity date of January 28,
1999. The interest rate was established at the bank's Prime rate, plus 1.5
percent. The loan is secured by a first priority security interest in all the
personal property of the Company and a negative pledge on the stock of the
Company's subsidiaries and on the real property owned by the Company. In 
connection with the bank loan, as amended, the Company is subject to certain 
financial and operational debt covenants. As of September 30, 1998, the Company 
was in compliance, or has obtained a waiver, with respect to these covenants.

Impact of Inflation

Management believes that the Company's operations are not materially affected by
inflation. The Company believes that a majority of its costs are capitated or
fixed in nature and are directly related to membership levels, and therefore
related to premium levels.

Year 2000

Company's State of Readiness

The Company relies heavily upon information technology ("IT") systems and other
systems and facilities such as telephones, building access control systems and
heating and ventilation equipment ("embedded systems") to conduct its business.
The Company also has business relationships with dental health care providers,
financial institutions and other third parties ("Vendors") as well as regulators
and customers who are themselves reliant upon IT and embedded systems to conduct
their business.

As part of the Company's proactive approach to automation, the Company began
planning an awareness activity as early as January 1996 and incorporated Year
2000 compliance into its business continuity plans. As a result, the Company
purchased and is in the final implementation process of upgrading any and all
information systems software and hardware. The implementation of such new and
upgraded computer information systems will recognize the Year 2000 and process
date data correctly, including the Company's manipulation of data when dates are
in the 20th or 21st century. The Company executed its initial steps in 1996 when
it continued to enhance its information systems, including all hardware and
software products, individually and in combination, to better manage operational
resources and analysis of data. A review was also performed to determine the
future needs of the Company and to enhance technology to better enable the
Company to provide its services. In addition, as a foundation for developing and
executing its Year 2000 compliance program, SafeGuard utilized and integrated
Year 2000 compliance programs developed by both Federal and State governments
and corporate industry leaders. Moreover, SafeGuard developed a comprehensive
five-phase approach for all of its Year 2000 Program activities and management
processes. The five phases are included in the following table that indicates
the percentage completed as of November 1998.


                                  Page 10 of 17
<PAGE>   11

<TABLE>
<CAPTION>
                                                                      Anticipated
    Program Goals              Start Date       Date Completed      Completion Date
    -------------              ----------       --------------      ---------------
<S>                            <C>              <C>                 <C>
Planning and Awareness         1 Jan 1996         1 Jun 1997              N/A
Assessment                     1 Jun 1996         1 Jan 1998              N/A
Renovation                     1 Dec 1996         In Process           1 Jan 1999
Validation                     1 Jan 1997         In Process           1 Jun 1999
Implementation                 1 Jun 1996         In Process           1 Jun 1999
</TABLE>

The Company's five-phase comprehensive approach is as follows:

(1) Phase 1: Planning and Awareness -- identify all IT and other systems and
facilities and risk rate each according to its potential business impact;

(2) Phase 2: Assessment -- identify IT and other systems and facilities that
utilize date functions and assessing them for Year 2000 functionality;

(3) Phase 3: Renovation-- reprogram or replace when necessary, inventoried
items to ensure that they are Year 2000 compliant;

(4) Phase 4: Validation -- test the code modifications and new inventory of
other associated systems, including extensive date testing and performing
quality assurance testing to ensure successful operation in a post-1999
environment; and

(5) Phase 5: Implementation of Year 2000 Compliant IT and other systems.

As indicated in the above-referenced chart, the Company completed Phase 1
Planning and Awareness on or about June 1, 1997, and Phase 2 Assessment on or
about January 1, 1998. The Company plans to complete Phase 3 Renovation of all
of its IT and other systems and related facilities by January 1, 1999. In
addition, the Company anticipates completing Phase 4 Validation and beginning
Phase 5 Implementation of such Year 2000 Compliant IT and other systems and
facilities by June 1999.

The Company has inventoried and risk rated substantially all of its embedded
systems. The results of these processes indicate that embedded systems should
not present a material Year 2000 risk to the Company. The Company's remaining
steps include testing selected embedded systems and remediating through
replacement and/or repair and certifying systems that exhibit Year 2000 issues.
The Company is focusing its testing and facilities such as data centers, service
centers and communication centers. The Company plans to complete the testing,
validation and implementation of these systems by June 1999.

The Company has also inventoried and risk rated its systems. The Company 
believes the tested IT systems have been found to be compliant.

As part of the Company's Year 2000 Compliance Program Planning/Awareness and
Assessment phases, the Company documented the state and condition of existing
systems and processes and conducted a thorough analysis of inventory and vendor
supplied systems and subsystems. The Company included information technology
systems and non-information technology systems.

The Company also faces the risk that one or more of its Vendors will not be able
to interact with the Company


                                 Page 11 of 17
<PAGE>   12

due to the Vendor's inability to resolve its own Year 2000 issues, including
those associated with its own external relationships. The Company has completed
its inventory of Vendors and risk rated each external relationship based upon
the potential business impact, available alternatives and cost of substitution.
Although the Company is diligently working with its vendors regarding Year 2000 
compliance, there can be no guarantee that all the Company's vendors will be 
Year 2000 compliant.

The Company has previously compiled a comprehensive list of any and all Vendors
and Vendor products, which was included in a Vendor identification matrix.
Although the Company does not currently rely upon external Vendors for
proprietary software or data services, all other Vendors have been identified
and have either stated their full compliance or partial compliance with
contingent solutions to Year 2000 issues. The Company believes that its Vendors
with which it has a material relationship are Year 2000 Compliant, based upon
such Vendor's assurances. Nonmaterial Vendors of the Company currently have
provided either full and/or partial certification of compliance with the Year
2000 issue. The Company will continue to monitor such nonmaterial Vendor
compliance activity in order to determine the risk to overall company
operations.

As a result of the anticipated execution of the Renovation, Validation and 
Implementation phases of the Company's Year 2000 Compliance Program, the 
Company believes the Year 2000 issue will not have a material impact on the 
Company's results or operations.

Cost to Address Company's Year 2000 Issues

The cost the Company incurred to address Year 2000 Compliance issues from a
historical perspective is approximately $2.5 million. Whereas, the estimated
cost of the Company's completion of the final phases of renovation, validation
and implementation is estimated to be approximately $.5 million. A large
majority of these costs are expected to be incremental expenses that will not
recur in Year 2000 or thereafter. The Company's current estimates primarily
reflect increased remediation and testing efforts. The source of funds for the
Year 2000 Compliance Program costs, including the percentage of the information
technology budget utilized for the program was $3.0 million. Year 2000
Compliance is critical to the Company. Therefore, the Company has redeployed
some resources from non-critical system enhancements to address Year 2000
issues. Due to the importance of IT systems to the Company's business,
management has not deferred the decision to make non-critical systems
enhancements to become Year 2000 ready. The Company does not expect these
redeployments to have a material impact on the Company's financial condition or
result of operations.

Risk and Contingency/Recovery Planning

The Company reasonably believes that its Year 2000 Compliance Program, which
involves the phases of planning and awareness, assessment, renovation,
validation and implementation should prevent the Year 2000 from having a
material effect on the Company's business or financial condition. However, if
the Company's Year 2000 issues were unresolved, potential consequences would
include, among other possibilities, the inability to accurately and timely
process benefits claims, update client groups' accounts, process financial
transactions, bill client groups, report accurate data to management,
shareholders, customers, regulators and others as well as business interruptions
or shutdowns, financial losses, reputational harm, increased scrutiny by
regulators and litigation related to Year 2000 issues. The Company is attempting
to limit the potential impact of the Year 2000 by monitoring the progress of its
own Year 2000 project and those of its critical Vendors and by developing
contingency/recovery plans.

The Company has begun to develop contingency/recovery plans aimed at ensuring
the continuity of critical business functions before and after December 31,
1999. As part of that process, the Company has begun to develop reasonably
likely failure scenarios for its critical IT systems and external relationships
and the embedded systems. Once these scenarios are identified, the Company will
develop plans that are designed to reduce the impact on the Company, and provide
methods of returning to normal operations, if one or more of those scenarios
occur. The Company expects contingency/recovery planning to be substantially
complete by June 1999.

To reduce the risk of the Company presented by the Year 2000, the Company has
also increased its on-hand supplies of inventory for printed documents and
materials that are provided to client groups, and has also identified
alternative Vendors, whether such Vendors have


                                  Page 12 of 17
<PAGE>   13
previously provided assurances that they are fully Year 2000 Compliant or are in
the process of becoming Year 2000 Compliant. Therefore, based upon the Company's
proactive Year 2000 Compliance Program, the Company anticipates that the Year
2000 issue will not have a material impact on the Company's results or
operations.

See "Safe Harbor Statement" heading for factors that could cause actual Year
2000 results to differ from the Company's expectations.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (the "1995 Act") provides a
"safe harbor" for forward-looking statements, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement. The Company desires to
take advantage of these safe harbor provisions

The statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations concerning any future premium
pricing levels, future dental health care expense levels, the Company's ability
to control health care, selling, general and administrative expenses, items
discussed under heading "Year 2000" and all other statements that are not
historical facts, are forward looking statements. Words such as expects,
projects, anticipates, intends, plans, believes, seeks or estimates, or
variations of such words and similar expressions are also intended to identify
forward-looking statements. These forward-looking statements are subject to
significant uncertainties and contingencies, many of which are beyond the
control of the Company. Actual results may differ materially from those
projected in the forward looking statements, if any, which statements involve
risks and uncertainties. The Company's ability to expand is affected by
competition not only in benefit program choices, but also the number of dental
plan competitors in the markets in which the Company operates. Certain large
employer groups and other purchasers of commercial dental health care services
continue to demand minimal premium rate increases, while limiting the number of
choices offered to employees. In addition, securing cost effective contracts
with dentists may become more difficult in part due to the increased competition
among dental plans for dentist contracts. The Company's profitability depends,
in part, on its ability to maintain effective control over health care costs,
while providing members with quality dental care. Factors such as levels of
utilization of dental health care services, new technologies, specialists costs,
and numerous other external influences may effect the Company's operating
results. Any critical unresolved Year 2000 issues at the Company or its Vendors
could have a material adverse effect on the Company's results of operations,
liquidity or financial condition. In addition, the Company's expectations about
the future costs and timely and successful completion of its Year 2000 Program
are subject to uncertainties that could cause actual results to differ
materially from what has been discussed above under the heading "Year 2000."
Factors that could influence the amount of future costs and the completion dates
and effectiveness of remediation, testing and certification and contingency
planning efforts include the Company's success in identifying IT systems and
embedded systems that contain two-digit year codes, the nature and amount of
required reprogramming, testing and certification, the rate and magnitude of
related labor and consulting costs, the availability of qualified personnel and
the success of the Company's external relationships in addressing their own Year
2000 issues. The Company's expectations for the future are based on current
information and evaluation of external influences. Changes in any one factor
could materially impact the Company's expectations relating to premium rates,
benefit plans offered, membership growth, the percentage of health care
expenses, and as a result, profitability and therefore, effect the forward
looking statements which may be included in these reports. In addition, past
financial performance is not necessarily a reliable indicator of future
performance. An investor should not use historical performance alone to
anticipate future results or future period trends.


                                  Page 13 of 17

<PAGE>   14



PART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            The Company is a defendant in litigation arising in the normal
            course of business. In the opinion of management, the defense costs
            and/or ultimate outcome of such litigation is covered by insurance
            or will not have a material effect on the Company's financial
            position or results of operations.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            
            Inapplicable.

ITEM 5.     OTHER INFORMATION

            On January 29, 1998, the Company entered into an $8 million
            revolving working capital credit facility with a Bank. The loan has
            a maturity date of January 28, 1999. The interest rate for the
            facility, as amended, was established at the bank's prime rate plus
            1.5 percent. The loan is secured by a first priority security
            interest in all of the personal property of the Company, including
            accounts receivable, fixed assets and intangibles and a negative
            pledge on the stock of the Company's subsidiaries and on real
            property owned by the Company. In connection with the bank loan, as
            amended, the Company is subject to certain financial and operational
            debt covenants. As of September 30, 1998, the Company was in
            compliance, or has obtained a waiver, with respect to those
            covenants.

            On February 26, 1998, the Company announced the discontinuance of
            its orthodontic practices. On April 1, 1998, the Company completed
            the sale of its orthodontic practices to Pacific Coast Dental,
            Inc./Associated Dental Services, Inc., and affiliated dentists. The
            practices were sold for $15 million in 8.5% long-term notes,
            discounted for up to $2.5 million for early cash payment by December
            31, 1998. The transaction includes the sale of all assets and
            associated liabilities of the orthodontic practices and a long-term
            commitment from the purchaser to continue to provide orthodontic
            services to SafeGuard members. The assets of the orthodontic
            practices sold consist of accounts receivable, supply inventory and
            dental equipment. The principle followed in determining the amount
            of consideration was the fair market value of the assets. The
            Company recorded a gain on the disposal of the discontinued
            orthodontic practices of $1.2 million, net of taxes of $0.8 million,
            or $0.25 per diluted share. All deferred losses recorded in prior
            periods have been offset against the gain recorded on the sale.
            Additionally, the Company has accrued against the gain on these
            sales certain run-out expenses that included agreed upon salary,
            payables and other transition costs that the Company expected to
            incur in future periods relating to the discontinuation of this
            business.


                                  Page 14 of 17

<PAGE>   15

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
            NUMBER
EXHIBIT       OF
NUMBER      COLUMNS     DESCRIPTION
-------     -------     -----------
<S>         <C>         <C>
2.1           One       Plans of Acquisition(8)

3.1           One       Restated Articles of Incorporation

3.2           One       Bylaws(4)

3.3           One       Amendment to Bylaws

10.1          One       1984 Stock Option Plan(3)

10.2          One       Stock Option Plan Amendment(1)

10.3          One       Stock Option Plan Amendment(5)

10.4          One       Stock Option Plan Amendment(6)

10.5          One       Amended Stock Option Plan(10)

10.6          One       Corporation Grant Deed, dated December 21, 1984, relating to a property located at 505
                        North Euclid Street, Anaheim, California(2)

10.7          One       Employment Agreement, as Amended, dated May 25, 1995, between Steven J. Baileys, D.D.S.
                        and the Company.(7)

10.8          One       Employment Agreement, as Amended, dated May 25, 1995, between Ronald I. Brendzel and the
                        Company.(7)

10.9          One       Employment Agreement dated May 25, 1995, between John E. Cox and the Company.(7)

10.10         One       Employment Agreement dated May 25, 1995, between Wayne K. Butts and the Company.(7)

10.11         One       Form of Rights Agreement, dated as of March 22, 1996, between the Company and American
                        Stock Transfer and Trust Company, as Rights Agent.(7)

10.12         One       Employment Agreement dated January 5, 1997, between Herb J. Kaufman, D.D.S. and the
                        Company.(10)

10.13         One       Credit Agreement dated September 25, 1996, between Bank of America National Trust and
                        Savings Association and the Company.(9)

10.14         One       Stock Purchase Agreement between Consumers Life Insurance Company and SafeGuard Health
                        Enterprises, Inc. dated March 6, 1997(11)

10.15         One       Purchase Agreement between Associated Dental Services, Inc. and Guards Dental, Inc. dated
                        August 1, 1997(11)

10.16         One       Purchase agreement between Pacific Coast Dental, Inc. and Guards Dental, Inc. dated August
                        1, 1997(11)

10.17         One       Form of Note Purchase Agreement dated as of September 30, 1997, and form of Promissory
                        Note(12)

18.1          One       Independent Auditors' Preferability Letter for Change in Accounting Method(13)

23.1          One       Independent Auditors' Consent(13)

24.1          One       Power of Attorney(14)

27.1          One       Financial Data Schedule
</TABLE>

----------

(1)   Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Registration Statement on Form S-1 filed on
      September 12, 1983 (File No. 2-86472).

(2)   Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Registration Statement on Form S-1 filed on
      August 22, 1985 (File No. 2-99663).

(3)   Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Registration Statement on Form S-1 filed on
      July 3, 1984 (File No. 2-92013).

(4)   Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1987.

(5)   Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1989.

(6)   Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1992.

(7)   Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1995.

(8)   Incorporated by reference herein to Exhibit D filed as an exhibit to the
      Company's Report on Form 8-K dated September 27, 1996.

(9)   Incorporated by reference herein to Exhibit E filed as an exhibit to the
      Company's Report on Form 8-K dated September 27, 1996.

(10)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report on Form 10-K for the period
      ended December 31, 1996.

(11)  Incorporated by reference to the exhibit of the same number filed as an
      exhibit to the Company's quarterly statement on Form 10-Q for the period
      ended June 30, 1997.

(12)  Incorporated by reference herein to Exhibit 99.1 filed as an exhibit to
      the Company's Report on Form 8-K dated October 7, 1997.

(13)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report on Form 10-K for period ended
      December 31, 1996.

(14)  Incorporated by reference to the exhibit of the same number as referenced
      on page 28 to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1997.


                                  Page 15 of 17
<PAGE>   16
(b)   Reports on Form 8-K.






                                  Page 16 of 17
<PAGE>   17
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Aliso
Viejo, State of California, on the 23rd of November, 1998.

                                       SAFEGUARD HEALTH ENTERPRISES, INC.

                                       By: /s/ JOHN E. COX
                                           -------------------------------------
                                           JOHN E. COX,
                                           President and Chief Operating Officer


                                       By: /S/ THOMAS C. TEKULVE 
                                           -------------------------------------
                                           THOMAS C. TEKULVE,
                                           Vice President and 
                                           Chief Financial Officer


                                  Page 17 of 17
<PAGE>   18

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
            NUMBER
EXHIBIT       OF
NUMBER      COLUMNS     DESCRIPTION
-------     -------     -----------
<S>         <C>         <C>
2.1           One       Plans of Acquisition(8)

3.1           One       Restated Articles of Incorporation

3.2           One       Bylaws(4)

3.3           One       Amendment to Bylaws

10.1          One       1984 Stock Option Plan(3)

10.2          One       Stock Option Plan Amendment(1)

10.3          One       Stock Option Plan Amendment(5)

10.4          One       Stock Option Plan Amendment(6)

10.5          One       Amended Stock Option Plan(10)

10.6          One       Corporation Grant Deed, dated December 21, 1984, relating to a property located at 505
                        North Euclid Street, Anaheim, California(2)

10.7          One       Employment Agreement, as Amended, dated May 25, 1995, between Steven J. Baileys, D.D.S.
                        and the Company.(7)

10.8          One       Employment Agreement, as Amended, dated May 25, 1995, between Ronald I. Brendzel and the
                        Company.(7)

10.9          One       Employment Agreement dated May 25, 1995, between John E. Cox and the Company.(7)

10.10         One       Employment Agreement dated May 25, 1995, between Wayne K. Butts and the Company.(7)

10.11         One       Form of Rights Agreement, dated as of March 22, 1996, between the Company and American
                        Stock Transfer and Trust Company, as Rights Agent.(7)

10.12         One       Employment Agreement dated January 5, 1997, between Herb J. Kaufman, D.D.S. and the
                        Company.(10)

10.13         One       Credit Agreement dated September 25, 1996, between Bank of America National Trust and
                        Savings Association and the Company.(9)

10.14         One       Stock Purchase Agreement between Consumers Life Insurance Company and SafeGuard Health
                        Enterprises, Inc. dated March 6, 1997(11)

10.15         One       Purchase Agreement between Associated Dental Services, Inc. and Guards Dental, Inc. dated
                        August 1, 1997(11)

10.16         One       Purchase agreement between Pacific Coast Dental, Inc. and Guards Dental, Inc. dated August
                        1, 1997(11)

10.17         One       Form of Note Purchase Agreement dated as of September 30, 1997, and form of Promissory
                        Note(12)

18.1          One       Independent Auditors' Preferability Letter for Change in Accounting Method(13)

23.1          One       Independent Auditors' Consent(13)

24.1          One       Power of Attorney(14)

27.1          One       Financial Data Schedule
</TABLE>

----------

 (1)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Registration Statement on Form S-1 filed on
      September 12, 1983 (File No. 2-86472).

 (2)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Registration Statement on Form S-1 filed on
      August 22, 1985 (File No. 2-99663).

 (3)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Registration Statement on Form S-1 filed on
      July 3, 1984 (File No. 2-92013).

 (4)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1987.

 (5)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1989.

 (6)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1992.

 (7)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1995.

 (8)  Incorporated by reference herein to Exhibit D filed as an exhibit to the
      Company's Report on Form 8-K dated September 27, 1996.

 (9)  Incorporated by reference herein to Exhibit E filed as an exhibit to the
      Company's Report on Form 8-K dated September 27, 1996.

(10)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report on Form 10-K for the period
      ended December 31, 1996.

(11)  Incorporated by reference to the exhibit of the same number filed as an
      exhibit to the Company's quarterly statement on Form 10-Q for the period
      ended June 30, 1997.

(12)  Incorporated by reference herein to Exhibit 99.1 filed as an exhibit to
      the Company's Report on Form 8-K dated October 7, 1997.

(13)  Incorporated by reference herein to the exhibit of the same number filed
      as an exhibit to the Company's Annual Report on Form 10-K for period ended
      December 31, 1996.

(14)  Incorporated by reference to the exhibit of the same number as referenced
      on page 28 to the Company's Annual Report of Form 10-K for the period
      ended December 31, 1997.