-----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, H1O4DuwSxaz7McUBiA7Rg84cTVvVxmh9xUxlFQaAHm+waehsqJRf1HA/dUoTM2+m 4p+gvfGC0UaFNgLZ36IBag== 0000844828-01-000025.txt : 20010319 0000844828-01-000025.hdr.sgml : 20010319 ACCESSION NUMBER: 0000844828-01-000025 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010316 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/A SEC ACT: SEC FILE NUMBER: 005-61189 FILM NUMBER: 1570247 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/A 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/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- AMENDMENT NO. 3 TO 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 number of 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 Amendment No. 3 to a 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 and March 1, 2001 (the "Registration Statement"). The information in the Registration Statement and the exhibits thereto are incorporated herein by reference in this Schedule TO in answer to some of the items required in this Schedule TO. CII Financial hereby amends and supplements the Schedule TO as follows: ITEM 12. Materials to be filed as Exhibits. (a)(14) Press release issued by the Company on March 16, 2001. 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: March 16, 2001 CII FINANCIAL, INC. By: /s/ Kathleen M. Marlon ----------------------- Name: Kathleen M. Marlon Title: President, Chief Executive Officer and Chairman INDEX TO EXHIBITS Exhibit Exhibit Number (a)(14) Press release issued by the Company on March 16, 2001. EX-1 2 0002.txt Exhibit (a)(14) 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 PRESS RELEASE FOR IMMEDIATE RELEASE - --------------------- CONTACTS: John F. Okita Andrew C. Karp Chief Financial Officer Managing Director (702) 242-7531 Banc of America Securities LLC High Yield Special Products (704) 388-4813 or (888) 292-0070 CII FINANCIAL CONTINUES NEGOTIATIONS WITH BONDHOLDERS; COMPANY MAKES ANNOUNCEMENT REGARDING INTEREST PAYMENT Las Vegas, March 16, 2001 - CII Financial Inc. announced today that the interest payment on its 7 1/2% Convertible Subordinated Debentures Due September 15, 2001 (CUSIP No.125551LAB7) will not be made as scheduled. CII said it expects this action will have no impact on its insurance company operations, nor on the operations of its parent, Sierra Health Services Inc. (NYSE:SIE). There is a 30-day grace period that applies to the scheduled March 15 interest payment. The Company's insurance subsidiaries, California Indemnity Insurance Company, Commercial Casualty Insurance Company, Sierra Insurance Company of Texas and CII Insurance Company have paid and will continue to pay all of their obligations on a full and timely basis. CII Financial's President and Chief Executive Officer, Kathleen Marlon, stated, "As we had previously announced, we are working with our advisors, Banc of America Securities LLC, to complete a cash tender and exchange offer for CII Financial's debentures. We have been in discussions with certain institutional holders of debentures concerning the offer and hope to complete the offer in the near future." The debentures are solely obligations of CII Financial and are not guaranteed by Sierra or any of CII's insurance company subsidiaries. CII Financial is a holding company that conducts no operations, other than holding the stock of its insurance company subsidiaries. CII Financial is wholly owned by Sierra Health Services. CII Financial filed an amended Registration Statement with the Securities and Exchange Commission on March 1, 2001 in connection with its pending tender and exchange offer for all $47 million of the outstanding Convertible Debentures. That exchange offer currently expires at 5:00 p.m., New York City time, on March 22, 2001. The Company will pay accrued interest in cash on all debentures that are validly tendered and accepted in the exchange offer. ---more--- CII Continues Negotiations p. 2/2/2/2/2 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 amended 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 LLC 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, some of 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. Additional Information and Where to Find It: CII Financial Inc. has filed a Registration Statement with the Securities and Exchange Commission on Form S-4 registering the new debentures to be issued in the exchange offer. The Registration Statement and the preliminary prospectus contained therein contain important information about CII Financial Inc., the exchange offer and related matters. Security holders are urged to read the Registration Statement and the preliminary prospectus contained therein, CII Financial Inc.'s Schedule TO and any other relevant documents filed by the Company with the SEC. The Registration Statement has not yet become effective. The new debentures may not be sold and, although you may tender your old debentures, tenders may not be accepted prior to the time the Registration Statement becomes effective. This shall not constitute an offer to sell or 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. Security holders are able to obtain copies of the Registration Statement on Form S-4 and the preliminary prospectus, CII Financial Inc.'s Schedule TO and any other relevant documents for free through the Web site maintained by the SEC at http://www.sec.gov. In addition, these documents are available free of charge by contacting the Information Agent for the offer, D.F.King & Co., at (800) 735-3591. If you have any questions about the offer, please call the Dealer Manager for the offer, Banc of America Securities LLC, at (888) 292-0070. ### -----END PRIVACY-ENHANCED MESSAGE-----