-----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, QcXMvem1CIDOjeW5xIceAjtFZ08K6kP1fIP0DOuPo7H0wXl9b9/MJE0VTNejigW6 KVyOaNYVyuRyihol+Uc8oQ== 0000844828-01-000030.txt : 20010409 0000844828-01-000030.hdr.sgml : 20010409 ACCESSION NUMBER: 0000844828-01-000030 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010402 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: 1588715 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. 5 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. 5 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 1/2% senior debentures due March 31, 2005 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, March 1, 2001 and March 30, 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)(16) Letter of Transmittal, incorporated by reference to Exhibit 99.1 of the Company's Amendment No. 3 to its Registration Statement on Form S-4 (No. 333-52726) filed on March 30, 2001. (a)(17) Company Letter to Debentureholders dated March 30, 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 30, 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)(16) Letter of Transmittal, incorporated by reference to Exhibit 99.1 of the Company's Amendment No. 3 to its Registration Statement on Form S-4 (No. 333-52726) filed on March 30, 2001. (a)(17) Company Letter to Debentureholders dated March 30, 2001. EX-1 2 0002.txt Exhibit (a)(17) [GRAPHIC OMITTED] 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 March 30, 2001 To Holders of $47,059,000 principal amount of 7 1/2% Convertible Subordinated Debentures Due 2001, CUSIP No. 12551LAB7 We have improved the terms of our pending offer to acquire all of our 7 1/2% Convertible Subordinated Debentures Due 2001, as follows: o We have increased the cash purchase price from $525 per $1,000 principal amount to $700 per $1,000 principal amount, plus accrued interest. o We have increased the funds available to finance the offer from $10,237,500 to $20,000,400. As a result, we are now offering to buy a total of $28,572,000 principal amount of old 7 1/2% debentures, or 60.7%, for cash. o We are offering to exchange the remaining $18,487,000 principal amount of old 7 1/2% debentures for new debentures. We have significantly enhanced the terms of the new debentures. o We have increased the interest rate on the new debentures from 9% in our original offer to 9 1/2% in our revised offer. In addition, we have shortened the maturity of the new debentures from September 15, 2006 to March 31, 2005. Finally, we have improved the ranking of the new debentures. o The new 9 1/2% debentures will be senior indebtedness of CII Financial. The new debentures will rank senior to any other indebtedness, including our guaranty of the $135 million credit facility of our parent, Sierra Health Services, Inc., and any remaining old debentures. o In the event of a change of control of CII Financial, holders of the new debentures will have the right to require us to repurchase their new debentures at 100% of the principal amount, plus a specified premium declining over time. The repurchase premium will initially be 5%. We have also extended the expiration date of the offer. As extended, the offer will expire at 11:59 p.m., New York City time, on April 12, 2001. As in the original offer, you can choose to exchange your old 7 1/2% debentures for either cash or new debentures. __ If you choose new debentures, you will receive $1,000 principal amount of our new 9 1/2% senior debentures due 2005 for each $1,000 principal amount of your old 7 1/2% junior subordinated debentures, plus accrued and unpaid interest in cash. __ If you choose cash, you will receive $700 in cash for each $1,000 principal amount of your old 7 1/2% junior subordinated debentures, plus accrued and unpaid interest in cash. However, it is a condition of the offer that we will exchange no more than $18.5 million total principal amount of old debentures for new debentures. In addition, it is now a condition of the offer that at least $28.6 million total principal amount of old debentures be tendered for cash. If holders of more than $28.6 million total principal amount of old 7 1/2% debentures elect to sell their debentures for cash, we will purchase a total of $28.6 million principal amount of debentures for cash and we will exchange the balance of your debentures for new debentures. All holders who elect to receive cash will be treated equally in this process. The offer expires at 11:59 p.m., New York City time, on April 12, 2001, unless extended. If you want to participate in the offer, you must make the necessary arrangements promptly. In particular, if your debentures are held through a broker, dealer, bank, trust company or other nominee, you will need to instruct this firm to tender the debentures on your behalf. Since this procedure may take a considerable amount of time, you should give these instructions as soon as possible. The terms of the offer are contained in our Preliminary Prospectus and Exchange Offer, which accompanies this letter. The offer is subject to certain conditions, including participation by holders of at least 90% of the outstanding debentures, full subscription of the cash option, receipt of sufficient financing, receipt of necessary approvals from our regulators and receipt of necessary consents from bank lenders. If you need assistance making arrangements to tender your securities, please call the Information Agent for the offer, D.F. King & Co., at (800) 735-3591. We appreciate your consideration of our offer. Sincerely, [GRAPHIC OMITTED] Kathleen M. Marlon Chairman, President, and Chief Executive Officer 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-----