-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TV/rexEsXS7IGYcuK8B6KFGYQ7046TxpOaZRYXssbweo874uNGFQoujGR4GbjUtX LMKxm5aLLeUXlMCnrHXGFg== 0000844828-01-000013.txt : 20010226 0000844828-01-000013.hdr.sgml : 20010226 ACCESSION NUMBER: 0000844828-01-000013 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CII FINANCIAL INC CENTRAL INDEX KEY: 0000844828 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 954188244 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: SEC FILE NUMBER: 005-61189 FILM NUMBER: 1552515 BUSINESS ADDRESS: STREET 1: 2716 N TENAYA WAY CITY: LAS VEGAS STATE: NV ZIP: 89128 BUSINESS PHONE: 7022427000 MAIL ADDRESS: STREET 1: PO BOX 15645 CITY: LAS VEGAS STATE: NV ZIP: 89114-5645 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CII FINANCIAL INC CENTRAL INDEX KEY: 0000844828 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 954188244 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 2716 N TENAYA WAY CITY: LAS VEGAS STATE: NV ZIP: 89128 BUSINESS PHONE: 7022427000 MAIL ADDRESS: STREET 1: PO BOX 15645 CITY: LAS VEGAS STATE: NV ZIP: 89114-5645 SC TO-I 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CII FINANCIAL, INC. (Name of subject companies (issuer)) CII FINANCIAL, INC., as issuer (Names of filing persons(identifying status as offeror, issuer or other person)) 7-1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE SEPTEMBER 15, 2001 OF CII FINANCIAL, INC. (Title of Class of Securities) 12551LAB7 (CUSIP Number of Class of Securities) David Sonenstein, Esq. General Counsel 2716 North Tenaya Way Las Vegas, NV 89128 Telephone: (702) 242-7046 (Name, address and telephone numberof person authorized to receive notices and communications on behalf of filing persons) Copies to: Stephen P. Farrell, Esq. Howard A. Kenny, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Telephone: (212) 309-6000 CALCULATION OF FILING FEE Transaction Valuation (1) Amount of Filing Fee $47,059,000 $12,424 (1)Pursuant to Rule 457(f)(2) under the Securities Act of 1933, this amount is based upon the book value of the $47,059,000 aggregate principal amount of the 7 1/2% convertible subordinated debentures due September 15, 2001, that may be received in the exchange offer. [ X ] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $12,424 Form or Registration No.: Form S-4 (File No. 333-52726) Filing Party: CII Financial, Inc. Date Filed: December 26, 2000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [ X ] issuer tender offer subject to Rule 13e-4. [ ] going private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] INTRODUCTION This Tender Offer Statement on Schedule TO relates to the offer by CII Financial, Inc., a California corporation ("CII Financial"), to exchange up to $47,059,000 of the outstanding 7 1/2% convertible subordinated debentures due September 15, 2001 ("Debentures"), of CII Financial, Inc., (or such lesser number as are properly tendered) for new 9% senior subordinated debentures due September 15, 2006 or cash, upon the terms and subject to the conditions set forth in CII Financial's Registration Statement on Form S-4 (File No. 333-52726) filed with the Securities and Exchange Commission on December 26, 2000, and as amended on February 5, 2001 (the "Registration Statement"), and in the related Letter of Transmittal filed as Exhibit 99.1 to the Registration Statement (the "Letter of Transmittal"). The information in the Registration Statement and the exhibits thereto, including the related Letter of Transmittal, are incorporated herein by reference in this Schedule TO in answer to some of the items required in this Schedule TO. ITEM 3. Identity and Background of Filing Persons. The following are the executive officers and directors of CII Financial: Paul H. Palmer, Director, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Frank E. Collins, Director, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Kathleen M. Marlon, President, Chief Executive Officer, Chairman and Director, c/o CII Financial, Inc., 2716 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7040 John F. Okita, Chief Financial Officer, c/o CII Financial, Inc., 2716 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7040 Robert G. Riordan, Vice President, Region II, c/o CII Financial, Inc., 2716 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7040 Robert L. Selli, Vice President, Region I, c/o CII Financial, Inc., 2716 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7040 David M. Sonenstein, General Counsel and Secretary, c/o CII Financial, Inc., 2716 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7040 The following is the corporate parent of CII Financial: Sierra Health Services, Inc., a Nevada corporation ("Sierra") owns 100% of the issued and outstanding capital stock of CII Financial. Sierra's executive offices are located at 2724 North Tenaya Way, Las Vegas, Nevada 89128, and Sierra's phone number at that address is (702) 242-7000. The following are the executive officers and directors of Sierra: Anthony M. Marlon, Chief Executive Officer and Chairman of the Board, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Albert L. Greene, Director, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Michael E. Luce, Director, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Thomas Y. Hartley, Director, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 William J. Raggio, Director, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Charles L. Ruthe, Director, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Anthony L. Watson, Director, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Jonathon W. Bunker, Senior Vice President, HMO and Insurance Operations and Managed Healthcare Division, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Frank E. Collins, Executive Vice President, Secretary and General Counsel, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 William R. Godfrey, Executive Vice President, Administrative Services, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Laurence S. Howard, Senior Vice President, Information Technology and Program Office, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Michael A. Montalvo, Vice President, Customer Service Operations, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Paul H. Palmer, Vice President, Chief Financial Officer and Treasurer, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 Marie H. Soldo, Executive Vice President, Government Affairs, Special Projects, c/o Sierra Health Services, Inc., 2724 North Tenaya Way, Las Vegas, Nevada 89128, telephone (702) 242-7000 ITEM 4. Terms of the Transaction. (b) None of the securities except those owned by Sierra and described in Item 8 of this Schedule are to be purchased from any officer, director or affiliate of the Company. Sierra currently expects to tender such securities in the exchange offer. ITEM 5. Past Contracts, Transactions, Negotiations and Agreements. None. ITEM 6. Purposes of the Transaction and Plans or Proposals. (c) None. ITEM 8. Interest in Securities of the Subject Company. Sierra owns $18,000 aggregate principal amount of the subject securities. None of the other persons named in Item 3 beneficially owns any of the subject securities. ITEM 10. Financial Statements. The required financial statements can be found (i) under the heading "Unaudited Pro Forma Consolidated Financial Statements" beginning on page 69 and (ii) beginning at page F-1, in CII Financial's Registration Statement incorporated by reference herein. ITEM 12. Materials to be filed as Exhibits. (a)(1)* Prospectus and Exchange Offer dated December 26, 2000, incorporated by reference to the Company's Registration Statement on Form S-4 (No. 333-52726) filed on December 26, 2000 as amended on February 5, 2001. (a)(2) Press Release Issued by the Company on December 26, 2000. (a)(3)* Letter of Transmittal, incorporated by reference to Exhibit 99.1 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(4)* Form of Notice of Guaranteed Delivery, incorporated by reference to Exhibit 99.2 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(5)* Form of Notice to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit 99.3 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(6)* Form of Notice to Clients, incorporated by reference to Exhibit 99.4 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(7)* Form of Company Letter to Debentureholders, incorporated by reference to Exhibit 99.5 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(8)** Company Letter to Debentureholders dated December 26, 2000. (a)(9)** Company Letter to Debentureholders dated January 5, 2001. (a)(10)** Press Release Issued by the Company on January 19, 2001. (a)(11)** Press Release Issued by the Company on February 13, 2001. (b)+ Form of Promissory Note to be issued to Sierra or an affiliate of Sierra. (d)(1)* Intercompany Services Agreement dated January 1, 1999, by and between Sierra and California Indemnity Insurance Company, incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(2)* Tax Allocation Agreement dated May 30, 1997, among Sierra, Health Plan of Nevada, the Company, Sierra Health and Life Insurance Company, California Indemnity Insurance Company, Commercial Casualty Insurance Company and CII Insurance Company, incorporated by reference to Exhibit 10.7 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(3)* HCO Contract with Claims Administrator and Supplement dated January 19, 2001 among California Indemnity Insurance Company, and each of its insurer subsidiaries, and Sierra Health and Life Insurance Company, incorporated by reference to Exhibit 10.8 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(4)* Guaranty, dated as of August 23, 2000, among the Company, among others, as guarantors, in favor of Bank of America National Trust and Savings Association as Administrative Agent and the other financial institutions party thereto, incorporated by reference to Sierra's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2000. (d)(5)* Limited Partnership Agreement of the 2716 N. Tenaya Way Limited Partnership dated December 3, 1998, among California Indemnity Insurance Company, Commercial Casualty Insurance Company and Sierra, incorporated by reference to Exhibit 10.15 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(6)* Sublease of 2716 North Tenaya Way, Las Vegas, Nevada, dated January 25, 2001, among Sierra and California Indemnity Insurance Company, incorporated by reference to Exhibit 10.16 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(7)* Investment Services Agreement dated January 1, 1999, between Sierra and California Indemnity Insurance Company, incorporated by reference to Exhibit 10.18 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(8)* Investment Services Agreement dated January 1, 1999, between Sierra and Commercial Casualty Insurance Company, incorporated by reference to Exhibit 10.19 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(9)* Investment Services Agreement dated January 1, 1999, between Sierra and CII Insurance Company, incorporated by reference to Exhibit 10.20 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(10)* Investment Services Agreement dated January 1, 1999, between Sierra and Sierra Insurance Company of Texas, incorporated by reference to Exhibit 10.21 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (g) None. (h)* Form of Opinion of Morgan, Lewis & Bockius LLP, Special United States tax counsel to the Company, to be filed as an exhibit to the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000 and incorporated by reference herein. * Incorporated by reference. ** Previously filed with the Securities and Exchange Commission. + To be filed by amendment. ITEM 13. Information Required by Schedule 13E-3. Not Applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 23, 2001 CII FINANCIAL, INC. By: ________________________________ Name: Kathleen M. Marlon Title: President, Chief Executive Officer and Chairman INDEX TO EXHIBITS Exhibit Exhibit Number (a)(1)* Prospectus and Exchange Offer dated December 26, 2000, incorporated by reference to the Company's Registration Statement on Form S-4 (No. 333-52726) filed on December 26, 2000 as amended on February 5, 2001. (a)(2) Press Release Issued by the Company on December 26, 2000. (a)(3)* Letter of Transmittal, incorporated by reference to Exhibit 99.1 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(4)* Form of Notice of Guaranteed Delivery, incorporated by reference to Exhibit 99.2 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(5)* Form of Notice to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by reference to Exhibit 99.3 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(6)* Form of Notice to Clients, incorporated by reference to Exhibit 99.4 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(7)* Form of Company Letter to Debentureholders, incorporated by reference to Exhibit 99.5 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (a)(8)** Company Letter to Debentureholders dated December 26, 2000. (a)(9)** Company Letter to Debentureholders dated January 5, 2001. (a)(10)** Press Release Issued by the Company on January 19, 2001. (a)(11)** Press Release Issued by the Company on February 13, 2001. (b)+ Form of Promissory Note to be issued to Sierra or an affiliate of Sierra. (d)(1)* Intercompany Services Agreement dated January 1, 1999, by and between Sierra and California Indemnity Insurance Company, incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(2)* Tax Allocation Agreement dated May 30, 1997, among Sierra, Health Plan of Nevada, the Company, Sierra Health and Life Insurance Company, California Indemnity Insurance Company, Commercial Casualty Insurance Company and CII Insurance Company, incorporated by reference to Exhibit 10.7 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(3)* HCO Contract with Claims Administrator and Supplement dated January 19, 2001 among California Indemnity Insurance Company, and each of its insurer subsidiaries, and Sierra Health and Life Insurance Company, incorporated by reference to Exhibit 10.8 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(4)* Guaranty, dated as of August 23, 2000, among the Company, among others, as guarantors, in favor of Bank of America National Trust and Savings Association as Administrative Agent and the other financial institutions party thereto, incorporated by reference to Sierra's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2000. (d)(5)* Limited Partnership Agreement of the 2716 N. Tenaya Way Limited Partnership dated December 3, 1998, among California Indemnity Insurance Company, Commercial Casualty Insurance Company and Sierra, incorporated by reference to Exhibit 10.15 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(6)* Sublease of 2716 North Tenaya Way, Las Vegas, Nevada, dated January 25, 2001, among Sierra and California Indemnity Insurance Company, incorporated by reference to Exhibit 10.16 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(7)* Investment Services Agreement dated January 1, 1999, between Sierra and California Indemnity Insurance Company, incorporated by reference to Exhibit 10.18 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(8)* Investment Services Agreement dated January 1, 1999, between Sierra and Commercial Casualty Insurance Company, incorporated by reference to Exhibit 10.19 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(9)* Investment Services Agreement dated January 1, 1999, between Sierra and CII Insurance Company, incorporated by reference to Exhibit 10.20 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (d)(10)* Investment Services Agreement dated January 1, 1999, between Sierra and Sierra Insurance Company of Texas, incorporated by reference to Exhibit 10.21 of the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000. (g) None. (h)* Form of Opinion of Morgan, Lewis & Bockius LLP, Special United States tax counsel to the Company, to be filed as an exhibit to the Company's Registration Statement on Form S-4 (No. 333-52726) originally filed on December 26, 2000 and incorporated by reference herein. * Incorporated by reference. ** Previously filed with the Securities and Exchange Commission. + To be filed by amendment. EX-1 2 0002.txt Exhibit (a)(2) CII FINANCIAL, INC. California Indemnity Insurance Company Commercial Casualty Insurance Company subsidiaries of Sierra Health Services, Inc. P.O.Box 15645, Las Vegas, Nevada 89114-5645 tel. 702 242 7046 fax 702 242 4819 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACTS: John Okita Andrew C. Karp Chief Financial Officer Managing Director (702) 242-7531 Banc of America Securities High Yield Special Products (704) 388-4813 or (888) 292-0070 CII FINANCIAL ANNOUNCES EXCHANGE OFFER FOR CONVERTIBLE SUBORDINATED DEBENTURES Las Vegas, December 26, 2000 - CII Financial, Inc. today announced the commencement of an exchange offer for all $47 million of its outstanding 7-1/2% convertible subordinated debentures due September 15, 2001 (CUSIP No. 12551LAB7). Under the offer, holders can choose to exchange their old 7-1/2% junior subordinated debentures for either new debentures or cash. Holders who choose new debentures will receive $1,000 principal amount of new 9% senior subordinated debentures due September 15, 2006 of CII Financial for each $1,000 principal amount of their old 7 1/2% junior subordinated debentures, plus accrued and unpaid interest in cash. Holders who choose cash will receive $525 in cash for each $1,000 principal amount of their old junior subordinated debentures, plus accrued and unpaid interest in cash. CII Financial will purchase no more than $19.5 million principal amount of old junior subordinated debentures for cash. If the cash option is oversubscribed, the company will purchase a total of $19.5 million principal amount of debentures for cash and will exchange the balance of the tendered debentures for new 9% senior subordinated debentures due 2006. All holders who elect the cash option will be treated on a pro rata basis according to the principal amount of debentures tendered for cash by each holder and the total principal amount of debentures tendered for cash by all holders. ---more--- CII Announces Exchange Offer p.2/2/2/2/2 The exchange offer will expire at 5:00pm, New York City time, on January 25, 2001, unless extended. Holders must tender their old junior subordinated debentures on or prior to the expiration date in order to receive the exchange consideration. The exchange offer is subject to the satisfaction of specified conditions, including the valid tender of at least 90% of the outstanding junior subordinated debentures, receipt of financing for the cash option, receipt of necessary approvals from insurance authorities, receipt of necessary consents from lenders under the Sierra Health Services senior credit facility, which is guaranteed by CII Financial, and other customary conditions. The complete terms of the offer are contained in the preliminary Prospectus and Exchange Offer dated December 26, 2000. A registration statement relating to the new debentures has been filed with the Securities and Exchange Commission but has not yet become effective. The new debentures may not be sold nor may tenders be accepted prior to the time the registration statement becomes effective. This shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the new debentures in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Banc of America Securities, LLC is the exclusive dealer manager for the offer. D.F. King & Co., Inc. is the information agent and Wells Fargo Corporate Trust is the depositary. Copies of the preliminary Prospectus and Exchange Offer may be obtained by calling D.F. King at (800) 735-3591. Additional information concerning the terms and conditions of the offer may be obtained by contacting Banc of America Securities at (888) 292-0070. CII Financial is a holding company primarily engaged in writing workers' compensation insurance in nine western and mid-western states through its wholly owned subsidiaries, California Indemnity Insurance Company, Commercial Casualty Insurance Company, Sierra Insurance Company of Texas and CII Insurance Company. CII Financial is a wholly owned subsidiary of Sierra Health Services, Inc. (NYSE:SIE), a diversified health care services company based in Las Vegas. Statements in this news release that are not historical facts are forward-looking and based on management's projections, assumptions and estimates; actual results may vary materially. Forward-looking statements are subject to certain risks and uncertainties, which may be found in the preliminary Prospectus and Exchange Offer and other documents filed with the Securities and Exchange Commission and which are incorporated herein by reference. # # # -----END PRIVACY-ENHANCED MESSAGE-----